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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM10-K

(Mark One)

Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2017

2023 or

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition period from _____ to

_____

Commission File Number:000-51904

001-41093

HOME BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Arkansas
71-0682831
Arkansas71-0682831

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

719 Harkrider, Suite 100, Conway, Arkansas72032
(Address of principal executive offices)(Zip Code)

(501)339-2929

(Registrant’s telephone number, including area code)

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

NoneN/A
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareHOMBNew York Stock Exchange

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

Common Stock, par value $0.01 per share

(Title of Class)

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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 No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of RegulationS-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form10-K or any amendment to this Form10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

Large Accelerated FilerAccelerated filer
Large accelerated filerAccelerated filer
Non-accelerated filerSmaller 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b) . ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No

The aggregate market value of the registrant’s common stock, par value $0.01 per share, held bynon-affiliates on June 30, 2017,2023, was $3.16$4.29 billion based upon the last trade price as reported on the NASDAQ Global Select MarketNew York Stock Exchange of $24.90.

$22.80.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practical date.

Common Stock Issued and Outstanding: 173,784,964201,136,052 shares as of February 21, 2018.

22, 2024.

Documents incorporated by reference: Part III is incorporated by reference fromPortions of the registrant’s Proxy Statement relating to its 20182024 Annual Meeting to be held on April 19, 2018.

18, 2024, are incorporated by reference into Part III of this Form 10-K.



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HOME BANCSHARES, INC.

FORM10-K

December 31, 2017

2023

INDEX

Page No.
Page No.
5-23

PART I:

Item 1.

5-27

Item 1A.

27-41

41
Item 1C.
34-36

42

42

42

43-45

46-47
38-39

48-97
40-88

98-101

102-169

170

170
152-153

170

171

171

171

171

171

172-174

175

Consent and Certifications

After page 175157



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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of our statements contained in this document, including matters discussed under the caption “Management’s“Management's Discussion and Analysis of Financial Condition and Results of Operation,” are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to expectations, beliefs, projections, future financial performance, future plans and strategies, and anticipated events or our future financial performancetrends, and include statements about the competitiveness of the banking industry, potential regulatory obligations, our entrance and expansion into other markets, including through potential acquisitions, our other business strategies and other statements that are not historical facts. Forward-looking statements are not guarantees of performance or results. When we use words like “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” and similar expressions, you should consider them as identifying forward-looking statements, although we may use other phrasing. These forward-looking statements involve risks and uncertainties and are based on our beliefs and assumptions, and on the information available to us at the time that these disclosures were prepared. These forward-looking statements involve risks and uncertainties and may not be realized due to a variety of factors, including, but not limited to, the following:

the effects of future local, regional, national and international economic conditions, including inflation or a decrease in commercial real estate and residential housing values;

changes in the level of nonperforming assets and charge-offs, and credit risk generally;

the risks of changes in interest rates or the level and composition of deposits, loan demand and the values of loan collateral, securities and interest-sensitive assets and liabilities;

disruptions, uncertainties and related effects on credit quality, liquidity, other aspects of our business and our operations that may result from any future outbreaks of the effect of any mergers, acquisitionsCOVID-19 pandemic or other transactions to which we or our bank subsidiary may from time to time be a party, including ourpublic health crises;
the ability to identify, complete and successfully integrate any businesses that we acquire;new acquisitions;

the risk that expected cost savings and other benefits from acquisitions may not be fully realized or may take longer to realize than expected;

the possibility that an acquisition does not close when expected or at all because required regulatory, shareholder or other approvals and other conditions to closing are not received or satisfied on a timely basis or at all;

the reaction to a proposed acquisition transaction of the respective companies’ customers, employees and counterparties;

diversion of management time on acquisition-related issues;

the ability to enter into and/or close additional acquisitions;

the availability of and access to capital and liquidity on terms acceptable to us;

increased regulatory requirements and supervision that will applyapplies as a result of our exceedinghaving over $10 billion in total assets;

legislation and regulation affecting the financial services industry as a whole, and the Company and its subsidiaries in particular, including the effects resulting from the reforms enacted by the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)future legislative and the adoption of regulations by regulatory bodies under the Dodd-Frank Act;changes;

changes in governmental monetary and fiscal policies, as well as legislative and regulatory changes, including as a result of initiatives of the administration of President Donald J. Trump;policies;

the effects of terrorism and efforts to combat it;

it, political instability;

risks associated with our customer relationship withinstability, war, military conflicts (including the Cuban governmentongoing military conflicts in the Middle East and our correspondent banking relationship with Banco Internacional de Comercio, S.A. (BICSA), a Cuban commercial bank, through our recently completed acquisition of Stonegate Bank;Ukraine) and other major domestic or international events;

adverse weather events, including hurricanes, and other natural disasters;
the ability to keep pace with technological changes, including changes regarding cybersecurity;

an increase in the incidence or severity of, or any adverse effects resulting from, acts of fraud, illegal payments, securitycybersecurity breaches or other illegal acts impacting our bank subsidiary, our vendors or our customers;

the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in our market area and elsewhere, including institutions operating regionally, nationally and internationally, together with competitors offering banking products and services by mail, telephone and the Internet;

potential claims, expenses and other adverse effects related to current or future litigation, regulatory examinations or other government actions;
potential increases in deposit insurance assessments, increased regulatory scrutiny, investment portfolio losses, or market disruptions resulting from financial challenges in the banking industry;
the effect of changes in accounting policies and practices and auditing requirements, as may be adopted by the regulatory agencies, as well as the Public Company Accounting Oversight Board, the Financial Accounting Standards Board, and other accounting standard setters;

higher defaults on our loan portfolio than we expect; and

3

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the failure of assumptions underlying the establishment of our allowance for loancredit losses or changes in our estimate of the adequacy of the allowance for loancredit losses.

All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this Cautionary Note. Our actual results may differ significantly from those we discuss in these forward-looking statements. The factors identified in this section are not intended to represent a complete list of all the factors that could adversely affect our business, operating results, financial condition or cash flows. Other factors not presently known to us or that we currently deem immaterial to us may also have an adverse effect on our business, operating results, financial condition or cash flows, and the factors we have identified could affect us to a greater extent than we currently anticipate. Many of the important factors that will determine our future financial performance and financial condition are beyond our ability to control or predict. You are cautioned not to put undue reliance on any forward-looking statements, which speak only as of the date they are made. For other factors, risks and uncertainties that could cause our actual results to differ materially from estimates and projections contained in these forward-looking statements, see “Risk Factors”.

below. Except as required by applicable law or the rules and regulations of the SEC, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

4

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PART I

Item 1.BUSINESS

1. BUSINESS

Company Overview

Home BancShares, Inc. (“Home BancShares”,) which may also be referred to in this document as “we”, “us”“we,” “us,” “HBI” or the “Company”) is a Conway, Arkansas headquartered bank holding company registered under the federal Bank Holding Company Act of 1956. The Company’s common stock is traded through the NASDAQ Global Select MarketNew York Stock Exchange under the symbol “HOMB”.“HOMB.” We are primarily engaged in providing a broad range of commercial and retail banking and related financial services to businesses, real estate developers and investors, individuals and municipalities through our wholly owned community bank subsidiary – Centennial Bank. Centennial Bank has branch locations in Arkansas, Florida, Texas, South Alabama and New York City. Although the Company has a diversified loan portfolio, at December 31, 20172023 and 2016,2022, commercial real estate loans represented 61.8%56.7% and 59.1%56.3% of gross loans and 289.6%215.5% and 328.9%230.1% of total stockholders’ equity, respectively. The Company’s total assets, total deposits, total revenue and net income for each of the past three years are as follows:

   As of or for the Years Ended December 31, 
   2017   2016   2015 
       (In thousands)     

Total assets

  $14,449,760   $9,808,465   $9,289,122 

Total deposits

   10,388,502    6,942,427    6,438,509 

Total revenue (interest income plusnon-interest income)

   619,887    523,588    442,934 

Net income

   135,083    177,146    138,199 

December 31,
202320222021
(In thousands)
Total assets$22,656,658 $22,883,588 $18,052,138 
Total deposits16,787,711 17,938,783 14,260,570 
Total revenue (net interest income plus non-interest income)996,879 933,787 710,540 
Net income392,929 305,262 319,021 
Home BancShares acquires, organizes and invests in community banks that serve attractive markets. Our community banking team is built around experienced bankers with strong local relationships. The Company was formed in 1998 by an investor group led by John W. Allison, our Chairman, and Robert H. “Bunny” Adcock, Jr., one of our Vice Chairman. After obtainingdirectors. Since opening our first subsidiary bank in 1999, we have acquired and integrated a bank charter, we established First State Banktotal of 23 banks with locations in Conway, Arkansas, in 1999. We acquired Community Bank, Bank of Mountain ViewFlorida, Texas and Centennial Bank in 2003, 2005 and 2008, respectively. Home BancShares and its founders were also involved in the formation of Twin City Bank and Marine Bank, bothAlabama, including 18 banks since 2010, seven of which we acquired in 2005. During 2008 and 2009, we merged all of our banks into one charter and adopted Centennial Bank as the common name. In 2010, we acquired six banks in Florida through Federal Deposit Insurance Corporation (“FDIC”) assisted transactions with loss share, including Old Southerntransactions. Our subsidiary bank has operated under a single charter and the Centennial Bank Key West Bank, Coastal Community Bank, Bayside Savings Bank, Wakulla Bank and Gulf State Community Bank.name since 2009. In 2012, we acquired three banks headquartered in Florida including Vision Bank, Premier Bank and Heritage Bank of Florida (“Heritage”). Heritage was acquired through an FDIC-assisted transaction without loss share. In 2013, we acquired Liberty Bancshares, Inc. headquartered in Jonesboro, Arkansas. During 2014, we acquired Florida Traditions Bank headquartered in Dade City, Florida and Broward Financial Holdings, Inc. headquartered in Fort Lauderdale, Florida. During 2015, we acquired Doral Bank’s Florida Panhandle operations (“Doral Florida”),after acquiring a pool of national commercial real estate loans, and Florida Business BancGroup, Inc., headquartered in Tampa, Florida. In connection with the acquisition of the pool of national commercial real estate loans, we opened a loan production office in New York City, which was converted to a branch in 2016, and created Centennial Commercial Finance Group (“Centennial CFG”). During 2017, we completed the acquisitions to build out a national lending platform focused on commercial real estate as well as commercial and industrial loans. Centennial CFG operates out of Giant Holdings, Inc. headquartered in Fort Lauderdale, Florida, The Bank of Commerce headquartered in Sarasota, Floridaour New York City branch office and Stonegate Bank headquartered in Pompano Beach, Florida and opened a loan production officeoffices in Los Angeles, California, underDallas, Texas and Miami, Florida. In 2018, we acquired Shore Premier Finance (“SPF”), a marine-lending division of Union Bank & Trust of Richmond, Virginia, and established the managementSPF division of Centennial CFG.

Bank to build out a lending platform focusing on commercial and consumer marine loans. In 2020, we acquired LH-Finance, the marine lending division of People’s United Bank, N.A. of Bridgeport, Connecticut, and consolidated LH-Finance and its loan portfolio with our SPF division. The SPF division operates out of loan production offices in Chesapeake, Virginia and Baltimore, Maryland. In 2022, we completed our largest acquisition to-date and first in the state of Texas with the acquisition of Happy Bancshares, Inc. and its bank subsidiary, Happy State Bank, headquartered in Amarillo, Texas, on April 1, 2022.

Acquisitions
We believe many individuals and businesses prefer banking with a locally managed community bank capable of providing flexibility and quick decisions. The execution of our community banking strategy has allowed us to rapidly build our network of banking operations through acquisitions. The following summary provides additional details concerning our acquisitions during the previous five fiscal years.

Liberty Bancshares, Inc.

LH-Finance On October 24, 2013,February 29, 2020, the Company completed the acquisition of allLH-Finance, the marine lending division of People’s United Bank, N.A., for a cash purchase price of approximately $421.2 million. Like SPF, LH-Finance provides direct consumer financing for United States Coast Guard ("USCG") registered high-end sail and power boats, as well as inventory floor plan lines of credit to marine dealers, primarily those selling USCG documented vessels.
Including the purchase accounting adjustments, as of the issuedacquisition date, LH-Finance had approximately $409.1 million in total assets, including $407.4 million in total loans, which resulted in goodwill of $14.6 million being recorded.
The acquired portfolio of loans is housed in our SPF division. The SPF division is responsible for servicing the acquired loan portfolio and outstanding sharesoriginating new loan production. In connection with this acquisition, we opened a new loan production office in Baltimore, Maryland.
5

Table of common stockContents
LendingClub Bank Marine Portfolio – On February 4, 2022, the Company completed the purchase of Liberty Bancshares, Inc.the performing marine loan portfolio of Utah-based LendingClub Bank (“Liberty”LendingClub”), parent company of Liberty Bank of Arkansas (“Liberty Bank”), and merged Liberty Bank into Centennial Bank.. Under the terms of the Agreement and Plan of Merger dated June 25, 2013 among Home BancShares, Centennial Bank, Liberty, Liberty Bank and an acquisition subsidiary of Home BancShares,purchase agreement with LendingClub, the shareholders of Liberty receivedCompany acquired approximately $290.1$242.2 million of the Company’s common stock valued at the time of the closing, plus approximately $30.0 million in cash, in exchange for all outstanding shares of Liberty common stock. The Company also repurchased all of Liberty’s SBLF preferred stock held by the U.S. Treasury shortly after the closing.

Prior to the acquisition, Liberty operated 46 banking offices located in Northeast Arkansas, Northwest Arkansas and Western Arkansas. Including the effects of the purchase accounting adjustments, Centennial Bank acquired approximately $2.82 billion in assets, approximately $1.73 billion in loans including loan discounts and approximately $2.13 billion of deposits.

Florida Traditions Bank –On July 17, 2014, the Company completed the acquisition of all of the issued and outstanding shares of common stock of Florida Traditions Bank (“Traditions”) and merged Traditions into Centennial Bank. Under the terms of the Agreement and Plan of Merger dated April 25, 2014, by and among Home BancShares, Centennial Bank, and Traditions, the shareholders of Traditions received approximately $39.5 million of the Company’s common stock valued at the time of closing, in exchange for all outstanding shares of Traditions common stock.

Prior to the acquisition, Traditions operated eight banking locations in Central Florida, including its main office in Dade City, Florida. Including the effects of the purchase accounting adjustments, Traditions had $310.5 million in total assets, $241.6 million in loans after $8.5 million of loan discounts, and $267.3 million in deposits.

Broward Financial Holdings, Inc. –On October 23, 2014, the Company completed its acquisition of all of the issued and outstanding shares of common stock of Broward Financial Holdings, Inc. (“Broward”), parent company of Broward Bank of Commerce (“Broward Bank”), and merged Broward Bank into Centennial Bank. Under the terms of the Agreement and Plan of Merger dated July 30, 2014 by and among Home BancShares, Centennial Bank, Broward, Broward Bank and an acquisition subsidiary of Home BancShares, the shareholders of Broward received approximately $30.2 million of the Company’s common stock valued as of the closing date, plus $3.3 million in cash, in exchange for all outstanding shares of Broward common stock. The Company also agreed to pay the Broward shareholders at an undetermined date up to approximately $751,000 in additional consideration, the amount and timing of which, if any, was dependent on future payments received or losses incurred by Centennial Bank from certain current Broward Bankyacht loans. During the first quarter of 2016, we determined and reached an agreement with the Broward shareholders that no additional consideration is owed or will be paid to the Broward shareholders.

Prior to the acquisition, Broward Bank operated two banking locations in Fort Lauderdale, Florida. Including the effects of the purchase accounting adjustments, Broward had approximately $184.4 million in total assets, $121.1 million in total loans after $3.0 million of loan discounts, and $134.2 million in deposits.

Doral Bank’s Florida Panhandle Operations –On February 27, 2015, Centennial Bank, acquired in an FDIC-assisted transaction all the deposits and substantially all the assets of the Florida Panhandle operations of Doral Bank of San Juan, Puerto Rico (“Doral Florida”) through an alliance agreement with Banco Popular of Puerto Rico (“Popular”), who was the successful lead bidder to acquire the assets and liabilities of the failed Doral Bank from the FDIC, as receiver for Doral Bank. Including the effects of the purchase accounting adjustments, the acquisition provided the Company with loans of approximately $37.9 million net of loan discounts, deposits of approximately $467.6 million, plus a $428.2 million cash settlement to balance the transaction. The FDIC did not provide any loss-sharing with respect to these acquired assets.

Prior to the acquisition, Doral Florida operated five branch locations in Panama City, Panama City Beach and Pensacola, Florida plus a loan production office in Tallahassee, Florida. At the time of acquisition, Centennial operated 29 branch locations in the Florida Panhandle. As a result, the Company closed all five branch locations during the July 2015 systems conversion and returned the facilities back to the FDIC.

Pool of National Commercial Real Estate Loans –On April 1, 2015, Centennial Bank purchased a pool of national commercial real estate loans totaling approximately $289.1 million from AM PR LLC, an affiliate of J.C. Flowers & Co. (collectively, the “Seller”) for a purchase price of 99% of the total principal value of the acquired loans. The acquired loans were originated by the former Doral Bank within its Doral Property FinanceThis portfolio and were transferred to the Seller by Popular upon its acquisition of the assets and liabilities of Doral Bank from the FDIC. This pool of loans is now managed by Centennial CFG,housed within the Company's SPF division, which is responsible for servicing the acquired loan poolportfolio and originating new loan production.

In connection with this acquisition of loans, the Company opened a loan production office on April 23, 2015 in New York City, which became a full branch on September 1, 2016.

Florida Business BancGroup,

Happy Bancshares, Inc. – On OctoberApril 1, 2015,2022, the Company completed itsthe acquisition of Florida Business BancGroup,Happy Bancshares, Inc. (“FBBI”Happy”), parent company of Bay Citiesand merged Happy State Bank (“Bay Cities”).into Centennial Bank. The Company paid a purchase price to the FBBI shareholders of $104.1issued approximately 42.4 million for the FBBI acquisition. Under the terms of the agreement, shareholders of FBBI received shares of the Company’s common stock valued at approximately $83.8 million as of October 1, 2015, plus approximately $20.3 million in cash in exchange for all outstanding shares of FBBI common stock. A portion of the cash consideration, $2.0 million, was placed into escrow with the FBBI shareholders having a contingent right to receive theirpro-rata portions of such amount. The amount, if any, of such escrowed funds to be released to FBBI shareholders would depend upon the amount of losses that the Company incurred in the two years following the completion of the merger related to two class action lawsuits that were pending against Bay Cities. In August 2017 the Company distributed the contingent cash consideration to the former FBBI shareholders, less $10,000 for compensation paid to a representative designated by FBBI who acted on behalf of the FBBI shareholders in connection with the escrow arrangements.

FBBI formerly operated six branch locations and a loan production office in the Tampa Bay area and in Sarasota, Florida. Including the effects of any purchase accounting adjustments, as of October 1, 2015, FBBI had approximately $564.5 million in total assets, $408.3 million in loans after $14.1 million of loan discounts, and $472.0 million in deposits.

Giant Holdings, Inc. – On February 23, 2017, the Company completed its acquisition of Giant Holdings, Inc. (“GHI”), parent company of Landmark Bank, N.A. (“Landmark”), pursuant to a previously announced definitive agreement and plan of merger whereby GHI merged with and into HBI and, immediately thereafter, Landmark merged with and into Centennial. The Company paid a purchase price to the GHI shareholders of approximately $96.0 million for the GHI acquisition. Under the terms of the agreement, shareholders of GHI received 2,738,038 shares of its common stock valued at approximately $77.5$958.8 million as of February 23, 2017, plus approximately $18.5 million in cash in exchange for all outstanding shares of GHI common stock.

GHI formerly operated six branch locations in the Ft. Lauderdale, Florida area. Including the effects of the purchase accounting adjustments, as of acquisition date, GHI had approximately $398.1 million in total assets, $327.8 million in loans after $8.1 million of loan discounts, and $304.0 million in deposits.

The Bank of Commerce – On February 28, 2017, the Company completed its acquisition of all of the issued and outstanding shares of common stock of The Bank of Commerce, a Florida state-chartered bank that operated in the Sarasota, Florida area (“BOC”), pursuant to an acquisition agreement, dated DecemberApril 1, 2016, by and between HBI and Bank of Commerce Holdings, Inc. (“BCHI”), parent company of BOC. The Company merged BOC with and into Centennial effective as of the close of business on February 28, 2017.

The acquisition of BOC was conducted in accordance with the provisions of Section 363 of the United States Bankruptcy Code (the “Bankruptcy Code”) pursuant to a voluntary petition for relief under Chapter 11 of the Bankruptcy Code filed by BCHI with the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). The sale of BOC by BCHI was subject to certain bidding procedures approved by the Bankruptcy Court. On November 14, 2016, the Company submitted an initial bid to purchase the outstanding shares of BOC in accordance with the bidding procedures approved by the Bankruptcy Court. An auction was subsequently conducted on November 16, 2016, and the Company was deemed to be the successful bidder. The Bankruptcy Court entered a final order on December 9, 2016 approving the sale of BOC to the Company pursuant to and in accordance with the acquisition agreement.

Under the terms of the acquisition agreement, the Company paid an aggregate of approximately $4.2 million in cash for the acquisition, which included the purchase of all outstanding shares of BOC common stock, the discounted purchase of certain subordinated debentures issued by BOC from the existing holders of the subordinated debentures, and an expense reimbursement to BCHI for approved administrative claims in connection with the bankruptcy proceeding.

BOC formerly operated three branch locations in the Sarasota, Florida area. Including the effects of the purchase accounting adjustments, as of acquisition date, BOC had approximately $178.1 million in total assets, $118.5 million in loans after $5.8 million of loan discounts, and $139.8 million in deposits.

Stonegate Bank – On September 26, 2017, the Company, completed the acquisition of all of the issued and outstanding shares of common stock of Stonegate Bank (“Stonegate”), and merged Stonegate into Centennial. The Company paid a purchase price to the Stonegate shareholders of approximately $792.4 million for the Stonegate acquisition. Under the terms of the merger agreement, shareholders of Stonegate received 30,863,658 shares of HBI common stock valued at approximately $742.3 million at the time of closing plus approximately $50.1 million in cash in exchange for all outstanding shares of Stonegate common stock.2022. In addition, the holders of outstanding stock options of Stonegatecertain Happy stock-based awards received approximately $27.6$3.7 million in cash in connection with the cancellation of their options immediately before the acquisition closed,such awards, for a total transaction value of approximately $820.0$962.5 million.

Including the effects of the purchase accounting adjustments, as of the acquisition date, StonegateHappy had approximately $2.89$6.69 billion in total assets, $2.37$3.65 billion in loans and $2.53$5.86 billion in customer deposits. StonegateHappy formerly operated its banking business from 2462 locations in key Florida markets with significant presence in Broward and Sarasota counties.

Texas.

For an additional discussion regarding the acquisitionsacquisition of BOC, GHILendingClub's Marine Portfolio, see “Management’s Discussion and Stonegate,Analysis of Financial Condition and Results of Operations” included in this Annual Report on Form 10-K for the year ended December 31, 2023. For additional discussions regarding the acquisition of Happy, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 “Business Combinations” in the Notes to Consolidated Financial Statements included in this Annual Report on Form10-K. For an additional discussion regarding the acquisitions of Doral Florida, the pool of national commercial real estate loans and FBBI, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 2 “Business Combinations” in the Notes to Consolidated Financial Statements included in our Annual Report on Form10-K for the year ended December 31, 2016. For an additional discussion regarding the acquisition of Liberty, see Note 2 “Business Combinations” in the Notes to Consolidated Financial Statements included in our Annual Report on Form10-K for the year ended December 31, 2015.

2023.

Our Management Team

The following table sets forth, as of December 31, 2017,2023, information concerning the individuals who are our executive officers.

Name

Age

Age

Positions Held with


Home BancShares, Inc.

Positions Held with


Centennial Bank

John W. Allison

7771Chairman of the Board,Chairman of the Board

C. Randall Sims

63Chief Executive Officer President and DirectorPresidentDirector

Brian S. Davis

5852Chief Financial Officer, Treasurer and DirectorChief Financial Officer, Treasurer and Director

Jennifer C. Floyd

4943Chief Accounting Officer and Investor Relations OfficerChief Accounting Officer

Kevin D. Hester

6054Chief Lending OfficerChief Lending Officer and Director

J. Stephen Tipton

4236Chief Operating OfficerChief Operating Officer

Tracy M. French

6256Director and Executive OfficerDirectorChairman of the Board, Chief Executive Officer President and DirectorPresident

Donna J. Townsell

5347Senior Executive Vice President, Director of Investor Relations and DirectorSenior Executive Vice President and Director of Marketing

Russell D. Carter, III

4842Executive OfficerRegional President

Our Growth Strategy

Our goals are to achieve growth in earnings per share and to create and build stockholder value. Our growth strategy entails the following:

Strategic acquisitions – Strategic acquisitions have been a significant component of our historical growth strategy, and we believe properly priced bank acquisitions can continue to be a large part of our growth strategy. In the near term, our principal acquisition focus will be to continue to expand our presence in Arkansas, Florida and Alabama and into other contiguous markets through pursuing bothnon-FDIC-assisted and FDIC-assisted bank acquisitions, although we may expand into other areas if attractive financial opportunities in other market areas arise. We are continually evaluating potential bank acquisitions to determine what is in the best interests of our Company. Our goals in making these decisions are to maximize the return to our shareholders and to enhance our franchise.

Organic growth– We believe our current branch network provides us with the capacity to grow within our existing market areas. We also believe we are well positioned to attract new business and additional experienced personnel as a result of ongoing changes in our competitive markets. We believe the markets we entered into as a result of historical acquisitions provide us opportunities for organic growth as we now have a presence in several large markets where our market share has not previously been significant. Additionally, through our Centennial CFG franchise, we are continuing to build out a national lending platform that focuses on commercial real estate plus commercial and industrial loans. As opportunities arise, we will evaluate new (commonly referred to asde novo) branches in our current markets and in other attractive market areas. During 2017, onede novo branch location was opened in Clearwater, Florida. During 2017, we also opened a loan production office in Los Angeles, California under the management of Centennial CFG. We will continue to evaluatede novo opportunities during 2018 and make decisions on acase-by-case basis in the best interest of the shareholders. Overall, we expect the organic loan growth we experienced during the last two years to continue in all of our markets as the economic environment has improved.

Strategic acquisitions – Strategic acquisitions (both FDIC-assisted and non-FDIC-assisted) have been a significant component of our historical growth strategy, and we believe properly priced bank acquisitions can continue to be a large part of our growth strategy. We completed the acquisition of Happy Bancshares, Inc. headquartered in Amarillo, Texas, during the second quarter of 2022. Our principal acquisition focus in the near term will be to continue to expand our presence in Texas, Arkansas, Florida and Alabama and into other contiguous markets, although we may seek to expand into other areas if attractive financial opportunities in other market areas arise. We will continue to evaluate potential bank acquisition opportunities to determine whether they are in the best interests of our Company. Our goals in making these decisions are to maximize the return to our shareholders and to enhance our franchise.



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Organic growth – We believe our current branch network provides us with the capacity to grow within our existing market areas. We also believe we are well positioned to attract new business and additional experienced personnel as a result of ongoing changes in our competitive markets. We believe the markets we entered into as a result of historical acquisitions provide us opportunities for organic growth as we now have a presence in several large markets where our market share has not previously been significant. Through our Centennial CFG franchise, we operate a national lending platform that focuses on commercial real estate plus commercial and industrial loans. Additionally, through our SPF division, we operate a lending platform focusing on commercial and consumer marine loans. As opportunities arise, we will evaluate new (commonly referred to as de novo) branches in our current markets and in other attractive market areas. We did not open any de novo branch locations in 2023. However, we will continue to evaluate de novo opportunities during 2024 and make decisions on a case-by-case basis in the best interest of the shareholders.
Community Banking Philosophy

Our community banking philosophy consists of four basic principles:

manage our community banking franchise with experienced bankers and community bank boards who are empowered to make customer-related decisions quickly;

provide exceptional service and develop strong customer relationships;

pursue the business relationships of our local boards of directors, executive officers, stockholders, and customers to actively promote our community bank; and

maintain our commitment to the communities we serve by supporting civic and nonprofit organizations.

These principles, which make up our community banking philosophy, are the driving force for our business. As we streamlined our legacy business into an efficient banking network and have integrated new acquisitions, we have preserved lending authority with local management in most cases by using local loan committees that maintain an integral connection to the communities we serve. These committees are empowered with lending authority of up to $6.0 million in their respective geographic areas. This allows us to capitalize on the strong relationships that these individuals and our local bank officers have in their respective communities to maintain and grow our business. Through experienced and empowered local bankers and board members, we are committed to maintaining a community banking experience for our customers.

Operating Goals

Our operating goals focus on maintaining strong credit quality, increasing profitability, finding experienced bankers, and maintaining a “fortress” balance sheet:

Maintain strong credit quality– Credit quality is our first priority. We employ a set of credit standards designed to ensure the proper management of credit risk. Our management team plays an active role in monitoring compliance with these credit standards in the different communities served by Centennial Bank. We have a centralized loan review process, which we believe enables us to take prompt action on potential problem loans. During the past few years we have taken an aggressive approach to resolving problem loans, including those problem loans acquired in our FDIC-assisted andnon-FDIC-assisted acquisitions. We are committed to maintaining high credit quality standards.

Continue to improve profitability– We will continue to strive to improve our profitability and achieve high performance ratios as we continue to utilize the available capacity of branches and employees. As we work out problem loans in our special assets department, we plan to emphasize business development and relationship enhancement in lending and retail areas in our newly acquired markets. Our core efficiency ratio has improved from 59.4% for the year ended 2008 to 37.7% for the year ended 2017. Core efficiency ratio is calculated by dividingnon-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis andnon-interest income excludingnon-fundamental items such as merger expenses and/or gain and losses. These improvements in operating efficiency are being driven by, among other factors, increasing revenue from organic loan growth, improving our cost savings from the acquisitions, implementing our efficiency study initiatives, streamlining the processes in our lending and retail operations and improving our purchasing power.

Attract and motivate experienced bankers– We believe a major factor in our success has been our ability to attract and motivate bankers who have experience in and knowledge of their local communities. Historically, our hiring and retaining experienced relationship bankers has been integral to our ability to grow quickly when entering new markets.

Maintain a “fortress” balance sheet– We intend to maintain a strong balance sheet through a focus on four key governing principles: (1) maintain solid asset quality; (2) remain well-capitalized; (3) pursue high performance metrics including return on tangible equity (ROTE), return on assets (ROA), efficiency ratio and net interest margin; and (4) retain liquidity at the bank holding company level that can be utilized should attractive acquisition opportunities be identified or for internal capital needs. We strive to maintain capital levels above the regulatory capital requirements through our focus on these governing principles, which historically has allowed us to take advantage of acquisition opportunities as they become available without the need for additional capital.

Maintain strong credit quality – Credit quality is our first priority. We employ a set of credit standards designed to ensure the proper management of credit risk. Our management team plays an active role in monitoring compliance with these credit standards in the different communities served by Centennial Bank. We have a centralized loan review process, which we believe enables us to take prompt action on potential problem loans. We have historically taken an aggressive approach to resolving problem loans, including those problem loans acquired in our FDIC-assisted and non-FDIC-assisted acquisitions. We are committed to maintaining high credit quality standards.
Continue to improve profitability – We will continue to strive to improve our profitability and achieve high performance ratios as we continue to utilize the available capacity of branches and employees. We believe our profitability is significantly tied to our focus on our efficiency ratio, and we pride ourselves on operating in a highly efficient manner. To achieve further improvements in operating efficiency, we will continue to focus on increasing revenue from organic loan growth, achieving cost savings from any acquisitions, developing and implementing new efficiency initiatives, further streamlining the processes in our lending and retail operations and improving our purchasing power.
Attract and motivate experienced bankers – We believe a major factor in our success has been our ability to attract and motivate bankers who have experience in and knowledge of their local communities. Historically, our hiring and retaining experienced relationship bankers has been integral to our ability to grow quickly when entering new markets.


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Maintain a “fortress” balance sheet – We intend to maintain a strong balance sheet through a focus on four key governing principles: (1) maintain solid asset quality; (2) remain well-capitalized; (3) pursue high performance metrics including return on tangible equity (ROTE), return on assets (ROA), efficiency ratio and net interest margin; and (4) retain liquidity at the bank holding company level that can be utilized should attractive acquisition opportunities be identified or for internal capital needs. We strive to maintain capital levels above the regulatory capital requirements through our focus on these governing principles, which historically has allowed us to take advantage of acquisition opportunities as they become available without the need for additional capital.
Our Market Areas

As of December 31, 2017,2023, we conducted business principally through 76 branches in Arkansas, 8878 branches in Florida, 63 branches in Texas, five branches in Alabama and one branch in New York City. Our branch footprint includes markets in which we are the deposit market share leader as well as markets where we believe we have opportunities for deposit market share growth.

As of December 31, 2023, we also operate loan production offices in Los Angeles, California; Miami, Florida and Dallas, Texas through our Centennial CFG division and in Chesapeake, Virginia and Baltimore, Maryland through our SPF division.

Lending Activities

We originate loans primarily secured by single and multi-family real estate, residential construction and commercial buildings. In addition, we make loans to small andmedium-sized commercial businesses as well as to consumers for a variety of purposes.

Our loan portfolio as of December 31, 2017,2023, was comprised as follows:

   Total
Loans
Receivable
   Percentage
of portfolio
 
   (Dollars in thousands) 

Real estate:

    

Commercial real estate loans

    

Non-farm/non-residential

  $4,600,117    44.5

Construction/land development

   1,700,491    16.4 

Agricultural

   82,229    0.8 

Residential real estate loans

    

Residential1-4 family

   1,970,311    19.1 

Multifamily residential

   441,303    4.3 
  

 

 

   

 

 

 

Total real estate

   8,794,451    85.1 

Consumer

   46,148    0.4 

Commercial and industrial

   1,297,397    12.6 

Agricultural

   49,815    0.5 

Other

   143,377    1.4 
  

 

 

   

 

 

 

Total

  $10,331,188    100.0
  

 

 

   

 

 

 

Total
Loans
Receivable
Percentage
of portfolio
(Dollars in thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$5,549,954 38.5 %
Construction/land development2,293,047 15.9 
Agricultural325,156 2.3 
Residential real estate loans
Residential 1-4 family1,844,260 12.8 
Multifamily residential435,736 3.0 
Total real estate10,448,153 72.5 
Consumer1,153,690 8.0 
Commercial and industrial2,324,991 16.1 
Agricultural307,327 2.1 
Other190,567 1.3 
Total$14,424,728 100.0 %
Real Estate –Non-farm/Non-residential.Non-farm/non-residential real estate loans consist primarily of loans secured by income-producing properties, such as shopping/retail centers, hotel/motel properties, office buildings, and industrial/warehouse properties. Commercial lending on income-producing properties typically involves higher loan principal amounts, and the repayment of these loans is dependent, in large part, on sufficient income from the properties collateralizing the loans to cover operating expenses and debt service. This category of loans also includes specialized properties such as churches, marinas, and nursing homes. Additionally, we make commercial mortgage loans to entities to operate in these types of properties, and the repayment of these loans is dependent, in large part, on the cash flow generated by these entities in the operations of the business. Often, a secondary source of repayment will include the sale of the subject collateral. When this is the case, it is generally our practice to obtain an independent appraisal of this collateral within the Interagency Appraisal and Evaluation Guidelines.


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Real Estate – Construction/Land Development.This category of loans includes loans to residential and commercial developers to purchase raw land and to develop this land into residential and commercial land developments. In addition, this category includes construction loans for all of the types of real estate loans, including both commercial and residential. These loans are generally secured by a first lien on the real estate being purchased or developed. Often, the primary source of repayment will be the sale of the subject collateral. When this is the case, it is generally our practice to obtain an independent appraisal of this collateral within the Interagency Appraisal and Evaluation Guidelines.

Real Estate Residential.Our residential mortgage loan program primarily originates loans to individuals for the purchase of residential property. We generally do not retain long-term, fixed-rate residential real estate loans in our portfolio due to interest rate and collateral risks. Residential mortgage loans to individuals retained in our loan portfolio primarily consisted of approximately 49.1%50.1% owner occupied1-4 family properties and approximately 38.4%40.9% non-owner occupied1-4 family properties (rental) as of December 31, 20172023 with the remaining 12.5%9.0% relating to condos and mobile homes. The primary source of repayment for these loans is generally the income and/or assets of the individual to whom the loan is made. Often, a secondary source of repayment will include the sale of the subject collateral. When this is the case, it is generally our practice to obtain an independent appraisal of this collateral within the Interagency Appraisal and Evaluation Guidelines.

Guidelines.

Consumer.While our focus is on service to small andmedium-sized businesses, we also make a variety of loans to individuals for personal, family and household purposes, including secured and unsecured installment and term loans.loans originated by our bank, the primary portion of which consists of loans to finance USCG registered high-end sail and power boats through our SPF division. The primary source of repayment for these loans is generally the income and/or assets of the individual to whom the loan is made. The performance of consumer loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics. When secured, we may independently assess the value of the collateral using a third-party valuation source.

Commercial and Industrial.Our commercial and industrial loan portfolio primarily consisted of 44.1%7.3% unsecured loans, 32.3% inventory/accounts receivable financing, 14.1%8.7% equipment/vehicle financing and 41.8%51.7% other, including letters of credit at less than 1%, as of December 31, 2017.2023. This category includes loans to smaller business ventures, credit lines for working capital and short-term inventory financing, for example. These loans are typically secured by the assets of the business and are supplemented by personal guaranties of the principals and often mortgages on the principals’ primary residences. The primary source of repayment may be conversion of the assets into cash flow, as in inventory and accounts receivable, or may be cash flow generated by operations, as in equipment/vehicle financing. Assessing the value of inventory can involve many factors including, but not limited to, type, age, condition, level of conversion and marketability, and can involve applying a discount factor or obtaining an independent valuation, based on the assessment of the above factors. Assessing the value of accounts receivable can involve many factors including, but not limited to, concentration, aging, and industry, and can involve applying a discount factor or obtaining an independent valuation, based on the assessment of the above factors. Assessing the value of equipment/vehicles may involve a third-party valuation source, where applicable.

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

Credit Risks.The principal economic risk associated with each category of the loans that we make is the creditworthiness of the borrower and the ability of the borrower to repay the loan. General economic conditions and the strength of the services and retail market segments affect borrower creditworthiness. General factors affecting a commercial borrower’s ability to repay include interest rates, inflation and the demand for the commercial borrower’s products and services as well as other factors affecting a borrower’s customers, suppliers and employees.

Risks associated with real estate loans also include fluctuations in the value of real estate, new job creation trends, tenant vacancy rates, and in the case of commercial borrowers, the quality of the borrower’s management. Consumer loan repayments depend upon the borrower’s financial stability and are more likely to be adversely affected by divorce, job loss, illness and other personal hardships.


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Lending Policies. We have established common loan documentation procedures and policies, based on the type of loan, for our bank subsidiary. The board of directors periodically reviews these policies for validity. In addition, it has been and will continue to be our practice to attempt to independently verify information provided by our borrowers, including assets and income. We have not made loans similar to those commonly referred to as “no doc” or “stated income” loans. We focus on the primary and secondary methods of repayment and prepare global cash flows where appropriate. There are legal restrictions on the dollar amount of loans available for each lending relationship. The Arkansas Banking Code provides that no loan relationship may exceed 20% of a bank’s risk basedrisk-based capital, and we are in compliance with this restriction. In addition, we are not dependent upon any single lending relationship for an amount exceeding 10% of our revenues. As of December 31, 2017,2023, the maximum amount outstanding to a single borrower was $143.5$232.7 million. As primarily a community lender, we believe from time to time it is in our best interest to agree to modifications or restructurings. These modifications/restructurings can take the form of a reduction in interest rate, a move to interest-only from principal and interest payments, or a lengthening in the amortization period or any combination thereof. Occasionally, we will modify/restructure a single loan by splitting it into two loans following the interagency guidance involving the workout of commercial real estate loans. The loan representing the portion that is supported by the current cash flow of the borrower or project will remain on our books, while the new loan representing the portion that cannot be serviced by the current cash flow ischarged-off. Furthermore, we may make an additional loan or loans to a borrower or related interest of a borrower who is past due more than 90 days. These circumstances will be very limited in nature, and when approved by the appropriate lending authority, will likely involve obtaining additional collateral that will improve the collectability of the overall relationship. It is our belief that judicious usage of these tools can improve the quality of our loan portfolio by providing our borrowers an improved probability of survival during difficult economic times.

Loan Approval Procedures.Our bank subsidiary has supplemented our common loan policies to establish its loan approval procedures as follows:

Individual Authorities.The board of directors of Centennial Bank establishes the authorization levels for individual loan officers on acase-by-case basis. Generally, the more experienced a loan officer, the higher the authorization level. The approval authority for individual loan officers ranges from $2,500 to $4.0 million for secured loans and from $1,000 to $500,000 for unsecured loans.

Officers’ Loan Committees.Our bank subsidiary also gives its Officers’ Loan Committees loan approval authority. Credits in excess of individual loan limits are submitted to the region’s Officers’ Loan Committee. The Officers’ Loan Committee consists of members of the senior management team of that region and is chaired by that region’s chief lending officer. The regional Officers’ Loan Committees have approval authority of up to $2.0 million secured on all loans and $500,000 unsecured on loan renewals.

Directors’ Loan Committee.Our bank subsidiary has Directors’ Loan Committees (“DLC”) throughout our market areas consisting of outside directors and senior lenders of the respective market areas. Generally, each DLC requires a majority of outside directors be present to establish a quorum. Generally, this committee is chaired either by the Division Chief Lending Officer or the Regional President. The regional Directors’ Loan Committees have approval authority up to $6.0 million secured and $500,000 unsecured.

Executive Loan Committee –The board of directors of Centennial Bank established the Executive Loan Committee consisting of three outside board members and members of executive management. This committee requires five voting members to establish a quorum, including at least two of the outside board members, and is chaired by the Chief Lending Officer of the bank. The Executive Loan Committee has approval authority up to thein-house consolidated lending limit of $20.0 million.

Individual Authorities. The board of directors of Centennial Bank establishes the authorization levels for individual loan officers on a case-by-case basis. Generally, the more experienced a loan officer, the higher the authorization level. The approval authority for individual loan officers ranges from $5,000 to $3.0 million for secured loans and from $1,000 to $3.0 million for unsecured loans.
Officers’ Loan Committees. Our bank subsidiary also gives its Officers’ Loan Committees loan approval authority. Credits in excess of individual loan limits are submitted to the region’s Officers’ Loan Committee. The Officers’ Loan Committee consists of members of the senior management team of that region and is chaired by that region’s chief lending officer. The regional Officers’ Loan Committees have approval authority of up to $2.0 million secured on all loans and $100,000 unsecured on loan renewals.
Directors’ Loan Committee. Our bank subsidiary has Directors’ Loan Committees (“DLCs”) throughout our market areas consisting of outside directors and senior lenders of the respective market areas. Generally, each DLC requires a majority of outside directors be present to establish a quorum. Generally, this committee is chaired either by the Division Chief Lending Officer or the Regional President. The regional DLCs have approval authority up to $6.0 million secured and $500,000 unsecured.
Executive Loan Committee – The board of directors of Centennial Bank established the Executive Loan Committee consisting of outside board members and members of executive management. This committee requires five voting members to establish a quorum, including at least two of the outside board members, and is chaired by the Chief Lending Officer of the bank. The Executive Loan Committee has approval authority up to the Bank’s legal lending limit, subject to exception approval by the full Board for single loans over $100 million or relationships over $200 million. In addition, any relationship above $40 million must have the specific approval of two of the following: the Chairman, the Vice Chairman or our director Richard H. Ashley.
Currently, our board of directors has established anin-house consolidated lending limit of $20.0$40.0 million to any one borrowing relationship without obtaining the approval of both ourtwo of the following: the Chairman, andVice Chairman or our director Richard H. Ashley. We have 8179 separate relationships that exceed thisin-house limit.


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Deposits and Other Sources of Funds

Our principal source of funds for loans and investing in securities is core deposits. We offer a wide range of deposit services, including checking, savings, money market accounts and certificates of deposit. We obtain most of our deposits from individuals and small businesses, and municipalities in our market areas. We believe that the rates we offer for core deposits are competitive with those offered by other financial institutions in our market areas. Additionally, our policy also permits the acceptance of brokered deposits. Secondary sources of funding include advances from the Federal Home Loan Bank of Dallas, the Federal Reserve Bank Discount Window, Federal Reserve Bank Term Funding Program ("BTFP") and other borrowings. These secondary sources enable us to borrow funds at rates and terms which, at times, are more beneficial to us.

Other Banking Services

Given customer demand for increased convenience and account access, we offer a range of products and services, including24-hour internet banking, mobile banking and voice response information, cash management, overdraft protection, direct deposit, safe deposit boxes, United States savings bonds and automatic account transfers. We earn fees for most of these services. We also receive ATM transaction fees from transactions performed by our customers participating in a shared network of automated teller machines and a debit card system that our customers can use throughout the United States, as well as in other countries.

As

Trust and Investment Services
Through Centennial Bank and its trust operating subsidiary, GoldStar Trust Company, we provide trust, wealth management and custodial services to customers throughout our footprint from offices in Arkansas and Texas. We had approximately $5.23 billion of assets under management and custody as of December 31, 2023. The bank offers a result of our acquisition of Stonegate in September 2017, we also offer credit cards to both consumers and businesses. Credit cards typically involve a higher degree of credit risk since outstanding balances are unsecured and repayment of such balances is often negatively impacted by a decline in economic conditions. Our credit cards offer awide variety of benefitstrust and features designed to meet theestate planning products and services including serving as trustee for personal trusts, testamentary trusts, life insurance trusts, special needs of our customer.trusts, charitable trusts, 401(k) retirement plans, profit sharing plans and pension plans. In addition our consumer credit cards can be usedthe bank offers administrative services such as estate administration and settlement, guardianship and conservator administration, investment management, farm and property management, section 1031 like-kind exchanges and Coverdell Education Savings Accounts. The bank also offers managed and self-directed IRAs. Centennial Bank also contracts with Ameriprise Financial Services, LLC (“Ameriprise”), a registered broker-dealer and investment adviser, to offer and sell various securities and other financial products to customers through associates who are employed by both Centennial Bank and Ameriprise.
GoldStar Trust Company is a limited services trust company with a focus on providing alternative asset custodial services for assets not generally held by traditional brokerage and investment firms. Other products and services provided include trustee services, escrow and paying agent services. All accounts under management of GoldStar Trust Company are self-directed accounts in Cuba.

which the investment instruction is provided by the end client or their third party financial advisor.

Insurance

Centennial Insurance Agency, Inc. is an independent insurance agency, originally founded in 1959 and purchased by Centennial Bank in 2000. Centennial Insurance Agency writes policies for commercial and personal lines of business including insurance for property, casualty, life, health and employee benefits. It is subject to regulation by the Arkansas Insurance Department. The offices of Centennial Insurance Agency are currently located in Jacksonville, Cabot and Conway, Arkansas.

Cook Insurance Agency, Inc. is an independent insurance agency, originally founded in 1913 and acquired by Centennial Bank in 2010 during our FDIC-assisted acquisition of Gulf State Community Bank. Cook Insurance Agency writes policies for commercial and personal lines of business including life insurance. It is subject to regulation by the Florida Insurance Department. The offices of Cook Insurance Agency are located in Apalachicola and Crawfordville, Florida.

The Company may merge the book


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Table of business of Cook Insurance Agency into the Centennial Insurance Agency at some point in the future.

Contents

Competition

As of December 31, 2017,2023, we conducted business through 170 branches223 branch locations in our primary market areas of Pulaski, Faulkner, Craighead, Lonoke, Pope, Washington, White, Benton, Greene, Sebastian, Cleburne, Independence, Stone, Baxter, Clay, Conway, Crawford, Johnson, Saline, Sharp and Yell counties in Arkansas; Broward, Monroe, Hillsborough, Leon, Sarasota, Bay, Franklin, Palm Beach, Gulf, Charlotte, Collier, Escambia, Orange, Osceola, Pasco, Pinellas, Polk, Walton, Miami-Dade, Lee, Calhoun, Gadsden, Hernando, Liberty, Okaloosa, Santa Rosa, Seminole, Wakulla and Manatee counties in Florida; Bailey; Briscoe; Carson; Castro; Collin; Comal; Dallam; Dallas; Deaf Smith; Floyd; Garza; Gillespie; Gray; Hale; Hall; Hemphill; Hutchinson; Kendall; Kerr; Lamb; Lipscomb; Lubbock; Lynn; Moore; Motley; Potter; Randall; Sherman; Swisher; Tarrant; Taylor; Travis; Wheeler and Williamson counties in Texas; Baldwin County in Alabama; and New York County in New York. Many other commercial banks, savings institutions and credit unions have offices in our primary market areas. These institutions include many of the largest banks operating in these respective states, including some of the largest banks in the country. Many of our competitors serve the same counties we do. Our competitors often have greater resources, have broader geographic markets, have higher lending limits, offer various services that we may not currently offer and may better afford and make broader use of media advertising, support services and electronic technology than we do. To offset these competitive disadvantages, we depend on our reputation as having greater personal service, consistency, and flexibility and the ability to make credit and other business decisions quickly.

Employees

Human Capital Resources
General. Our community banking philosophy relies heavily on the personal relationships and the quality of service provided by employees. We rely on experienced bankers and community bank boards who are empowered to make customer-related decisions quickly. Experienced and empowered local bankers and board members facilitate our commitment to provide exceptional service and develop strong customer relationships. At the local level, we have preserved lending authority by using local loan committees that maintain an integral connection to the communities we serve, which allows us to capitalize on the strong relationships that these individuals and our local bank officers have in their respective communities to maintain and grow our business. Accordingly, we aim to attract, develop and retain employees who can drive financial and strategic growth objectives and build long-term shareholder value while executing our community banking philosophy.
On December 31, 2017,2023, we had 1,7442,819 full-time equivalent employees. Except for any additional employees acquired in future acquisitions, we expect that our 20182024 staffing levels will be slightly lower than those at year end 20172023 as we continue to achieve efficiencies throughout our Company.a reflection of the efforts taken during the fourth quarter of 2023. We consider our employee relations to be good, and we have no collective bargaining agreements with any employees.

In managing the Company’s business, management focuses on various human capital measures and objectives designed to address the development, attraction and retention of personnel. These include competitive compensation and benefits, paid time off, an employee retirement plan, bonus and other incentive compensation plans, modern equipment and support, leadership development and professional development as well as those benefits described below.
Diversity and Inclusion. We seek to recognize the unique contribution each individual brings to the Company, and we understand the associated value that comes with a diverse workforce. We strive to offer an inclusive environment where employees from all backgrounds can succeed. As of December 31, 2023, 69% of our employees were women and 27% of our employees identify as a person of color. Further, as of December 31, 2023, 62% of the Company’s leadership positions were held by women.
Employee Safety and Health. The health and well-being of our employees is a priority for our business. Our full-time officers and employees are provided hospitalization and major medical insurance. We pay a substantial part of the premiums for these coverages. We also provide other basic insurance coverage including dental, life, and long-term disability insurance.
Although our offices have generally returned to a normal working environment following the COVID-19 pandemic, we continue to support working remotely for those employees who have a need to telework for health reasons and in certain other circumstances. We also stand ready to re-implement COVID-19 safety protocols should circumstances dictate due a future outbreak of the virus or another public health crisis.

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SUPERVISION AND REGULATION

General

We and our bank subsidiary are subject to extensive state and federal banking regulations that impose restrictions on and provide for general regulatory oversight of our company and its operations. These laws generally are intended to protect depositors, the deposit insurance fund of the Federal Deposit Insurance Corporation (“FDIC”) and the banking system as a whole, and not shareholders.

The following discussion describes the materialsignificant elements of the regulatory framework that applies to us. This description is a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the statutes, regulations and policies that are described. Also, such statutes, regulations and policies are continually under review by Congress and state legislatures and federal and state regulatory agencies. A change in statutes, regulations or regulatory policies applicable to us and our subsidiaries could have a material effect on our business, financial condition and results of operations. Because our bank subsidiary’s total assets exceed $10 billion, it is subject to additional supervision and regulation, including by the Consumer Financial Protection Bureau (“CFPB”), with such additional supervision and regulation discussed throughout this section.

Financial Regulatory Reform

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) made extensive changes in the regulation of financial institutions and their holding companies. The Dodd-Frank Act contains a comprehensive set of provisions designed to govern the practices and oversight of financial institutions and other participants in the financial markets. Some of these provisions are described in more detail below. Many provisions of the Dodd-Frank Act have delayed effective dates, and the legislation requires various federal agencies to adopt a broad range of new rules and regulations, some of which have not yet been issued in final form. In addition, we and our bank subsidiary will become subject to certain Dodd-Frank Act provisions for the first time in 2018 as our bank subsidiary’s total assets now exceed $10 billion. We expect our operating and compliance costs to continue to increase as a result of the Dodd-Frank Act and implementing its regulations.

Home BancShares

We are a bank holding company registered under the federal Bank Holding Company Act of 1956 (the “Bank Holding Company Act”), and we and our subsidiaries are subject to supervision, regulation and examination by the Federal Reserve Board. The Bank Holding Company Act and other federal laws subject bank holding companies to particular restrictions on the types of activities in which they may engage, and to a range of supervisory requirements and activities, including regulatory enforcement actions for violations of laws and regulations.

The Bank Holding Company Act provides generally for “umbrella” regulation of bank holding companies by the Federal Reserve Board and functional regulation of banking activities by bank regulators, securities activities by securities regulators, and insurance activities by insurance regulators.

Dodd Frank and the EGRRCPA.The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) made extensive changes in the regulation of financial institutions and their holding companies. The Dodd-Frank Act contains a comprehensive set of provisions designed to govern the practices and oversight of financial institutions and other participants in the financial markets. The Economic Growth, Regulatory Relief, and Consumer Protection Act (the “EGRRCPA”), signed into law in May 2018, made certain limited amendments to the Dodd-Frank Act, as well as certain targeted modifications to other post-financial crisis regulations. Some of the Dodd-Frank Act and EGRRCPA provisions are described in more detail below.
Permitted Activities. A bank holding company is generally permitted under the Bank Holding Company Act to engage in or acquire direct or indirect control of more than 5% of the voting shares of any company engaged in the following activities:
banking or managing or controlling banks; and
any activity that the Federal Reserve Board determines to be so closely related to banking as to be a proper incident to the business of banking.
Activities that the Federal Reserve Board has found to be so closely related to banking as to be a proper incident to the business of banking include but are not limited to: factoring accounts receivable; making, acquiring, brokering or servicing loans and usual related activities; leasing personal or real property; operating a non-bank depository institution, such as a savings association; trust company functions; financial and investment advisory activities; conducting securities brokerage activities; underwriting and dealing in government obligations and money market instruments; providing specified management consulting and counseling activities; performing selected data processing services and support services; acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and performing selected insurance underwriting activities.
Support of Subsidiary Institutions. Under the Dodd-Frank Act, we are required to act as a source of financial strength for our bank subsidiary and to commit resources to support the bank. The Dodd-Frank Act gives the Federal Reserve the authority to require us to make capital injections into our bank subsidiary and to charge us with engaging in unsafe and unsound practices if we fail to commit resources to our bank subsidiary or if we undertake actions that the Federal Reserve believes might jeopardize our ability to commit resources to the bank. As a result, an obligation to support our bank subsidiary may be required at times when, without this requirement, we might not be inclined to provide it.

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Safe and Sound Banking Practices. Bank holding companies are not permitted to engage in unsafe and unsound banking practices. The Federal Reserve Board’s Regulation Y, for example, generally requires a holding company to give the Federal Reserve Board prior notice of any redemption or repurchase of its own equity securities, if the consideration to be paid, together with the consideration paid for any repurchases or redemptions in the preceding year, is equal to 10% or more of the company’s consolidated net worth. Additionally, the Federal Reserve Board requires prior approval of any redemption or repurchase of preferred stock or subordinated debt. The Federal Reserve Board may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. Depending upon the circumstances, the Federal Reserve Board could take the position that paying a dividend would constitute an unsafe or unsound banking practice.
The Federal Reserve Board has broad authority to prohibit activities of bank holding companies and their non-banking subsidiaries which represent unsafe and unsound banking practices, or which constitute violations of laws or regulations, and can assess civil money penalties for certain activities conducted on a knowing and reckless basis, if those activities caused a substantial loss to a depository institution. The penalties can be as high as approximately $2 million for each day the activity continues.
Annual Reporting; Examinations. We are required to file annual reports with the Federal Reserve Board, and such additional information as the Federal Reserve Board may require pursuant to the Bank Holding Company Act. The Federal Reserve Board may examine a bank holding company or any of its subsidiaries and charge the company for the cost of such examination.
Capital Adequacy Requirements. The Federal Reserve Board has adopted a system using risk-based capital guidelines to evaluate the capital adequacy of bank holding companies having $500 million or more in assets on a consolidated basis. Under the guidelines, specific categories of assets are assigned different risk weights, based generally on the perceived credit risk of the asset. These risk weights are multiplied by corresponding asset balances to determine a “risk-weighted” asset base.
The current risk-based capital requirements applicable to all depository institutions and bank holding companies with total consolidated assets of $500 million or more and savings and loan holding companies (collectively, “banking organizations”), and the method for calculating risk-weighted assets, are based on agreements reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (“Basel III”) and certain provisions of the Dodd-Frank Act, as modified by certain capital simplification rules adopted by the Federal Reserve Board and other federal bank regulatory agencies in 2019. The final rule adopted by the Federal Reserve Board and other federal bank regulatory agencies in 2013 based on Basel III (the “Basel III final rule”) requires us to maintain minimum capital ratios with respect to common equity Tier 1 (“CET1”) capital, Tier 1 capital and total capital (Tier 1 capital plus Tier 2 capital), each as compared to our risk-weighted assets, as well as a “leverage ratio” calculated as the ratio of Tier 1 capital to average consolidated assets as reported on consolidated financial statements. The Basel III final rule also limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% of CET1 capital to risk-weighted assets, which is in addition to the amount necessary to meet its minimum risk-based capital requirements.
The required minimum capital and leverage ratios under the Basel III capital adequacy requirements in effect as of December 31, 2023, including the required capital conservation buffer, consist of CET1 capital of 7.0% (4.5% plus the required 2.5% capital conservation buffer), Tier 1 risk-based capital of 8.5% (6.0% plus the required 2.5% capital conservation buffer), total risk-based capital of 10.5% (8.0% plus the required 2.5% capital conservation buffer) and a leverage ratio of 4.0%. As of December 31, 2023, our capital conservation buffer was 8.15%, and our CET1 capital, Tier 1 risk-based capital, total risk-based capital and leverage ratios were 14.15%, 14.15%, 17.79% and 12.44%, respectively.
The Basel III final rule adopted in 2013 permanently grandfathered trust preferred securities and other non-qualifying capital instruments that were issued and outstanding as of May 19, 2010 in the Tier 1 capital of bank holding companies with total consolidated assets of less than $15 billion as of December 31, 2009. The rule phased out of Tier 1 capital these non-qualifying capital instruments issued before May 19, 2010 by all other bank holding companies. Because our total consolidated assets were less than $15 billion as of December 31, 2009, our outstanding trust preferred securities continued to be treated as Tier 1 capital until the completion of our acquisition of Happy Bancshares on April 1, 2022, after which those securities were treated as Tier 2 capital. During the second and third quarters of 2022, the Company redeemed, without penalty, all of its outstanding trust preferred securities. As a result, the Company no longer holds any trust preferred securities.
The federal banking agencies’ risk-based and leverage ratios are minimum supervisory ratios generally applicable to banking organizations that meet certain specified criteria. The federal bank regulatory agencies may set capital requirements for a particular banking organization that are higher than the minimum ratios when circumstances warrant. Federal Reserve Board guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions, substantially above the minimum supervisory levels, without significant reliance on intangible assets.
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The Dodd-Frank Act includes certain provisions concerning the capital regulations of the federal banking agencies. These provisions, often referred to as the “Collins Amendment,” are intended to subject bank holding companies to the same capital requirements as their bank subsidiaries and to eliminate or significantly reduce the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital. The Collins Amendment requires banking regulators to develop regulations setting minimum risk-based and leverage capital requirements for holding companies and banks on a consolidated basis that are no less stringent than the generally applicable requirements in effect for depository institutions under the prompt corrective action regulations discussed below. The banking regulators also must seek to make capital standards countercyclical so that the required levels of capital increase in times of economic expansion and decrease in times of economic contraction.
Prompt Corrective Action. The Federal Deposit Insurance Corporation Improvement Act of 1991 or “FDICIA” establishes a system of prompt corrective action to resolve the problems of undercapitalized financial institutions. Under this system, the federal banking regulators have established five capital categories (well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) in which all institutions are placed. Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. The federal banking agencies have specified by regulation the relevant capital level for each category.
An institution that is categorized as undercapitalized, significantly undercapitalized or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval. The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.
The Basel III final rule amended the prompt corrective action rules to incorporate a CET1 capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization is required to have at least an 8% total risk-based capital ratio, a 6% Tier 1 risk-based capital ratio, a CET1 4.5% risk-based capital ratio and a 4% Tier 1 leverage ratio. To be well-capitalized, a banking organization is required to have at least a 10% total risk-based capital ratio, an 8% Tier 1 risk-based capital ratio, a 6.5% CET1 risk-based capital ratio and a 5% Tier 1 leverage ratio. As of December 31, 2023, we met all capital adequacy requirements and our bank subsidiary is considered well-capitalized for regulatory purposes.
Liquidity Requirements. The Basel III liquidity framework requires banks and bank holding companies to measure their liquidity against specific liquidity tests. One test, referred to as the liquidity coverage ratio (“LCR”), is designed to ensure that the banking entity maintains an adequate level of unencumbered high-quality liquid assets equal to the entity’s expected net cash outflow for a 30-day time horizon (or, if greater, 25% of its expected total cash outflow) under an acute liquidity stress scenario. The other test, referred to as the net stable funding ratio (“NSFR”), is designed to promote more medium- and long-term funding of the assets and activities of banking entities over a one-year time horizon. These requirements are expected to incent banking entities to increase their holdings of U.S. Treasury securities and other sovereign debt as a component of assets and increase the use of long-term debt as a funding source. Rules applicable to certain large banking organizations have been implemented for LCR and for NSFR; however, based on our asset size, these rules do not currently apply to us or our bank subsidiary.
Stress Testing. Pursuant to the Dodd-Frank Act, in October 2012, the Federal Reserve Board published its final rules regarding company-run stress testing. The rules required institutions with average total consolidated assets greater than $10 billion, such as the Company and our bank subsidiary, to conduct an annual company-run stress test of capital and consolidated earnings and losses under one base and at least two stress scenarios provided by bank regulatory agencies. The EGRRCPA raised the asset thresholds for Dodd-Frank Act company-run stress testing, liquidity coverage and living will requirements for bank holding companies to $250 billion, subject to the ability of the Fed to apply such requirements to institutions with assets of $100 billion or more to address financial stability risks or safety and soundness concerns. On July 6, 2018, the Federal Reserve, the FDIC and the Office of the Comptroller of the Currency (the “OCC”) issued a joint interagency statement regarding the impact of the EGRRCPA. As a result of this statement and the EGRRCPA, we and our bank subsidiary are no longer subject to Dodd-Frank Act stress testing requirements. Notwithstanding these amendments to the stress testing requirements, the federal banking agencies indicated through interagency guidance that the capital planning and risk management practices of institutions with total assets less than $100 billion would continue to be reviewed through the regular supervisory process. We will continue to monitor our capital consistent with the safety and soundness expectations of the federal regulators.

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Risk Management. Regulation YY initially required publicly-traded bank holding companies with $10 billion or more in total assets to establish a risk committee responsible for oversight of enterprise-wide risk management practices. The committee must be chaired by an independent director and include at least one risk management expert with experience in managing risk exposures of large, complex firms. As a result of our total assets exceeding $10 billion, we established a risk committee meeting these requirements. However, in 2018 the EGRRCPA increased the asset threshold for mandatory risk committees from $10 billion to $50 billion in total assets. While we are no longer required to maintain a risk committee, we currently continue to utilize our risk committee to oversee our enterprise-wide risk management practices.
Regulation YY also requires us, as a publicly-traded bank holding company with $10 billion or more in total consolidated assets, to have a global risk management framework commensurate with their structure, risk profile, complexity, activities, and size. The risk management framework must include risk management policies and procedures, as well as processes and controls to implement them. Accordingly, we have adopted a compliant risk management framework.
Payment of Dividends. We are a legal entity separate and distinct from our bank subsidiary and other affiliated entities. The principal sources of our cash flow, including cash flow to pay dividends to our shareholders, are dividends that our bank subsidiary pays to us as its sole shareholder. Statutory and regulatory limitations apply to the dividends that our bank subsidiary can pay to us, as well as to the dividends we can pay to our shareholders.
Under Federal Reserve Board policy, a bank holding company should serve as a source of strength to its subsidiary bank and should not pay cash dividends to its shareholders at a level that places undue pressure on the capital of its bank subsidiary or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as such a source of strength. Our ability to pay dividends is also subject to the provisions of Arkansas law.
There are certain state-law limitations on the payment of dividends by our bank subsidiary. Centennial Bank, which is subject to Arkansas banking laws, may not declare or pay a dividend of 75% or more of the net profits of such bank after all taxes for the current year plus 75% of the retained net profits for the immediately preceding year without the prior approval of the Arkansas State Bank Commissioner (the “Bank Commissioner”). Members of the Federal Reserve System must also comply with the dividend restrictions with which a national bank would be required to comply. Among other things, these restrictions require that if losses have at any time been sustained by a bank equal to or exceeding its undivided profits then on hand, no dividend may be paid. Although we have historically paid quarterly dividends on our common stock, there can be no assurances that we will be able to pay dividends in the future under the applicable regulatory limitations.
The payment of dividends by us, or by our bank subsidiary, may also be affected by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under FDICIA, as discussed below, a depository institution may not pay any dividend if payment would result in the depository institution being undercapitalized.
Acquisitions of Banks. The Bank Holding Company Act requires every bank holding company to obtain the Federal Reserve Board’s prior approval before:

acquiring direct or indirect ownership or control of any voting shares of any bank if, after the acquisition, the bank holding company will directly or indirectly own or control more than 5% of the bank’s voting shares;

acquiring all or substantially all of the assets of any bank; or

merging or consolidating with any other bank holding company.

Under the Bank Holding Company Act, if well-capitalized and well managed, we, as well as other bank holding companies located within the states in which we operate, may purchase a bank located outside of those states. Conversely, a well-capitalized and well managed bank holding company located outside of the states in which we operate may purchase a bank located inside those states. In each case, however, restrictions may be placed on the acquisition of a bank that has only been in existence for a limited amount of time or will result in specified concentrations of deposits. In approving bank acquisitions by bank holding companies, the Federal Reserve Board is required to consider, among other things, the financial and managerial resources and future prospects of the bank holding company and the banks concerned, the convenience and needs of the communities to be served and various competitive factors.

Permitted Activities.A bank holding company is generally permitted under the Bank Holding Company Act to engage in or acquire direct or indirect control

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Contents
banking or managing or controlling banks; and

any activity that the Federal Reserve Board determines to be so closely related to banking as to be a proper incident to the business of banking.

Activities that the Federal Reserve Board has found to be so closely related to banking as to be a proper incident to the business of banking include but are not limited to: factoring accounts receivable; making, acquiring, brokering or servicing loans and usual related activities; leasing personal or real property; operating anon-bank depository institution, such as a savings association; trust company functions; financial and investment advisory activities; conducting securities brokerage activities; underwriting and dealing in government obligations and money market instruments; providing specified management consulting and counseling activities; performing selected data processing services and support services; acting as agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and performing selected insurance underwriting activities.

Support of Subsidiary Institutions.Under the Dodd-Frank Act, we are required to act as a source of financial strength for our bank subsidiary and to commit resources to support the bank. Under current federal law, the Federal Reserve may require us to make capital injections into our bank subsidiary and may charge us with engaging in unsafe and unsound practices if we fail to commit resources to our bank subsidiary or if we undertake actions that the Federal Reserve believes might jeopardize our ability to commit resources to the bank. As a result, an obligation to support our bank subsidiary may be required at times when, without this requirement, we might not be inclined to provide it.

Safe and Sound Banking Practices.Bank holding companies are not permitted to engage in unsafe and unsound banking practices. The Federal Reserve Board’s Regulation Y, for example, generally requires a holding company to give the Federal Reserve Board prior notice of any redemption or repurchase of its own equity securities, if the consideration to be paid, together with the consideration paid for any repurchases or redemptions in the preceding year, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve Board may oppose the transaction if it believes that the transaction would constitute an unsafe or unsound practice or would violate any law or regulation. Depending upon the circumstances, the Federal Reserve Board could take the position that paying a dividend would constitute an unsafe or unsound banking practice.

The Federal Reserve Board has broad authority to prohibit activities of bank holding companies and theirnon-banking subsidiaries which represent unsafe and unsound banking practices or which constitute violations of laws or regulations, and can assess civil money penalties for certain activities conducted on a knowing and reckless basis, if those activities caused a substantial loss to a depository institution. The penalties can be as high as $1 million for each day the activity continues.

Annual Reporting; Examinations.We are required to file annual reports with the Federal Reserve Board, and such additional information as the Federal Reserve Board may require pursuant to the Bank Holding Company Act. The Federal Reserve Board may examine a bank holding company or any of its subsidiaries, and charge the company for the cost of such examination.

Capital Adequacy Requirements.The Federal Reserve Board has adopted a system using risk-based capital guidelines to evaluate the capital adequacy of bank holding companies having $500 million or more in assets on a consolidated basis. Under the guidelines, specific categories of assets are assigned different risk weights, based generally on the perceived credit risk of the asset. These risk weights are multiplied by corresponding asset balances to determine a “risk-weighted” asset base. The guidelines in effect as of December 31, 2017 require a minimum total risk-based capital ratio of 8.0% (of which at least 6.0% is required to consist of Tier 1 capital elements) and a total risk-based capital ratio of at least 10% (of which at least 8.0% is required to consist of Tier 1 capital elements) to be “well-capitalized.” Total capital is the sum of Tier 1 and Tier 2 capital. As of December 31, 2017, our Tier 1 risk-based capital ratio was 11.48% and our total risk-based capital ratio was 15.05%. Thus, as of December 31, 2017, we are considered well-capitalized for regulatory purposes.

In addition to the risk-based capital guidelines, the Federal Reserve Board uses a leverage ratio as an additional tool to evaluate the capital adequacy of bank holding companies. The leverage ratio is a company’s Tier 1 capital divided by its average total consolidated assets. Certain highly-rated bank holding companies may maintain a minimum leverage ratio of 3.0%, but other bank holding companies are required to maintain a leverage ratio of at least 4.0%. Well-capitalized is a leverage ratio in excess of 5%. As of December 31, 2017, our leverage ratio was 9.98%.

The federal banking agencies’ risk-based and leverage ratios are minimum supervisory ratios generally applicable to banking organizations that meet certain specified criteria. The federal bank regulatory agencies may set capital requirements for a particular banking organization that are higher than the minimum ratios when circumstances warrant. Federal Reserve Board guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions, substantially above the minimum supervisory levels, without significant reliance on intangible assets.

The Dodd-Frank Act includes certain provisions concerning the capital regulations of the federal banking agencies. These provisions, often referred to as the “Collins Amendment,” are intended to subject bank holding companies to the same capital requirements as their bank subsidiaries and to eliminate or significantly reduce the use of hybrid capital instruments, especially trust preferred securities, as regulatory capital. Under the Collins Amendment, trust preferred securities issued before May 19, 2010 by a company, such as our Company, with total consolidated assets of less than $15 billion as of December 31, 2009, and treated as regulatory capital are grandfathered, but any such securities issued later are not eligible as regulatory capital. The Collins Amendment requires banking regulators to develop regulations setting minimum risk-based and leverage capital requirements for holding companies and banks on a consolidated basis that are no less stringent than the generally applicable requirements in effect for depository institutions under the prompt corrective action regulations discussed below. The banking regulators also must seek to make capital standards countercyclical so that the required levels of capital increase in times of economic expansion and decrease in times of economic contraction.

In July 2013, the Federal Reserve Board and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (“Basel III”) and certain provisions of the Dodd-Frank Act. The final rule applies to all depository institutions, bank holding companies with total consolidated assets of $500 million or more and savings and loan holding companies (collectively, “banking organizations”). Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets) and a higher minimum Tier 1 risk-based capital requirement (6% of risk-weighted assets) and assigns higher risk weightings (150%) to exposures that are more than 90 days past due or are onnon-accrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property. As of December 31, 2017, the Company’s common equity Tier 1 capital ratio was 10.86%.

The final rule permanently grandfathers trust preferred securities and othernon-qualifying capital instruments that were issued and outstanding as of May 19, 2010 in the Tier 1 capital of bank holding companies with total consolidated assets of less than $15 billion as of December 31, 2009. The rule phases out of Tier 1 capital thesenon-qualifying capital instruments issued before May 19, 2010 by all other bank holding companies. Because our total consolidated assets were less than $15 billion as of December 31, 2009, our outstanding trust preferred securities will continue to be treated as Tier 1 capital even if we should ever exceed $15 billion assets due to organic growth. However, if we should exceed $15 billion in assets as the result of a merger or acquisition, then the Tier 1 treatment of our outstanding trust preferred securities will be phased out, but those securities will still be treated as Tier 2 capital.

The final rule also limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% of common equity Tier 1 capital to risk-weighted assets, which is in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule became effective for the Company and our bank subsidiary on January 1, 2015. The capital conservation buffer requirement began being phased in on January��1, 2016, and the full capital conservation buffer requirement will be effective January 1, 2019. As of January 1, 2016, the required capital conservation buffer was 0.625% of common equity Tier 1 capital to risk-weighted assets. The required capital conservation buffer increased to 1.25% as of January 1, 2017, and further increased to 1.875% effective January 1, 2018. As of December 31, 2017, our capital conservation buffer was 5.48%.

Liquidity Requirements.Historically, the regulation and monitoring of bank and bank holding company liquidity has been addressed as a supervisory matter, without minimum required formulaic measures. The Basel III liquidity framework requires banks and bank holding companies to measure their liquidity against specific liquidity tests that, although similar in some respects to liquidity measures historically applied by banks and regulators for management and supervisory purposes, going forward would be required by regulation. One test, referred to as the liquidity coverage ratio, is designed to ensure that the banking entity maintains an adequate level of unencumbered high-quality liquid assets equal to the entity’s expected net cash outflow for a30-day time horizon (or, if greater, 25% of its expected total cash outflow) under an acute liquidity stress scenario. The other test, referred to as the net stable funding ratio, is designed to promote more medium- and long-term funding of the assets and activities of banking entities over aone-year time horizon. These requirements are expected to incent banking entities to increase their holdings of U.S. Treasury securities and other sovereign debt as a component of assets and increase the use of long-term debt as a funding source. The federal banking agencies have not determined to what extent they will apply to U.S. banks that are not large, internationally active banks.

Stress Testing. Pursuant to the Dodd-Frank Act, in October 2012, the Federal Reserve Board published its final rules regardingcompany-run stress testing. The rules require institutions with average total consolidated assets greater than $10 billion, such as the Company and our bank subsidiary, to conduct an annualcompany-run stress test of capital and consolidated earnings and losses under one base and at least two stress scenarios provided by bank regulatory agencies. Institutions with total consolidated assets between $10 billion and $50 billion use data as of December 31 and scenarios released by the agencies. The results of these stress tests must be reported to the agencies by July 31 of the following year. Public disclosure of summary stress test results under the severely adverse scenario will occur between October 15 and October 31. The Company’s capital ratios reflected in the stress test calculations are an important factor considered by the Federal Reserve Board in evaluating the capital adequacy of the Company and our bank subsidiary and determining whether proposed payments of dividends or stock repurchases may be an unsafe or unsound practice. As of December 31, 2017, our average assets for the prior four quarters were in excess of $10 billion, subjecting our bank subsidiary and us to stress testing beginning July 1, 2018. As a result, the Bank and Company’s first required annual stress test will occur for 2018, using its financial data as of December 31, 2017.

Payment of Dividends. We are a legal entity separate and distinct from our bank subsidiary and other affiliated entities. The principal sources of our cash flow, including cash flow to pay dividends to our shareholders, are dividends that our bank subsidiary pays to us as its sole shareholder. Statutory and regulatory limitations apply to the dividends that our bank subsidiary can pay to us, as well as to the dividends we can pay to our shareholders.

The policy of the Federal Reserve Board that a bank holding company should serve as a source of strength to its subsidiary bank also results in the position of the Federal Reserve Board that a bank holding company should not maintain a level of cash dividends to its shareholders that places undue pressure on the capital of its bank subsidiary or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as such a source of strength. Our ability to pay dividends is also subject to the provisions of Arkansas law.

There are certainstate-law limitations on the payment of dividends by our bank subsidiary. Centennial Bank, which is subject to Arkansas banking laws, may not declare or pay a dividend of 75% or more of the net profits of such bank after all taxes for the current year plus 75% of the retained net profits for the immediately preceding year without the prior approval of the Arkansas State Bank Commissioner. Members of the Federal Reserve System must also comply with the dividend restrictions with which a national bank would be required to comply. Among other things, these restrictions require that if losses have at any time been sustained by a bank equal to or exceeding its undivided profits then on hand, no dividend may be paid. Although we have historically paid quarterly dividends on our common stock, there can be no assurances that we will be able to pay dividends in the future under the applicable regulatory limitations.

The payment of dividends by us, or by our bank subsidiary, may also be affected by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under FDICIA, a depository institution may not pay any dividend if payment would result in the depository institution being undercapitalized.

Subsidiary Bank

General.Our bank subsidiary, Centennial Bank, is chartered as an Arkansas state bank and is a member of the Federal Reserve System, making it primarily subject to regulation and supervision by both the Federal Reserve Board and the Arkansas State Bank Department. In addition, our bank subsidiary is subject to various requirements and restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the types and amounts of loans that may be granted and the interest that they may charge, and limitations on the types of investments they may make and on the types of services they may offer. Various consumer laws and regulations also affect the operations of our bank subsidiary. Further, because our bank subsidiary hadhas total assets of over $10 billion, as of December 31, 2017, it is subject to supervision and regulation by the CFPB, which is responsible for implementing, examining and enforcing compliance with federal consumer protection laws.

Prompt Corrective Action.The Federal Deposit Insurance Corporation Improvement Act of 1991 establishes a system of prompt corrective action to resolve the problems of undercapitalized financial institutions. Under this system, the federal banking regulators have established five capital categories (well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) in which all institutions are placed. Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. The federal banking agencies have specified by regulation the relevant capital level for each category.

An institution that is categorized as undercapitalized, significantly undercapitalized or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. An undercapitalized institution is also generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval. The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.

The Basel III final rule issued by the federal bank regulatory agencies in July 2013 amended the prompt corrective action rules to incorporate a common equity Tier 1 capital requirement and to raise the capital requirements for certain capital categories. These rules became effective as of January 1, 2015. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization will be required to have at least an 8% total risk-based capital ratio, a 4% Tier 1 risk-based capital ratio, a 4.5% common equity Tier 1 risk-based capital ratio and a 4% Tier 1 leverage ratio. To be well-capitalized, a banking organization will be required to have at least a 10% total risk-based capital ratio, an 6% Tier 1 risk-based capital ratio, a 6.5% common equity Tier 1 risk-based capital ratio and a 5% Tier 1 leverage ratio.

Deposit Insurance and Assessments. Centennial Bank’s deposit accounts are insured up to applicable limits by the FDIC’s Deposit Insurance Fund (“DIF”). The Dodd-Frank Act permanently increased the deposit coverage limit to $250,000 per depositor retroactive to January 1, 2008.

The FDIC imposes an assessment against institutions for deposit insurance. This assessment is based primarily on the risk category of the institution and certain risk adjustments specified by the FDIC, with riskier institutions paying higher assessments. Under the FDIC’s risk-based assessment system, insured institutions with at least $10 billion in assets are assessed on the basis of a scoring system that combines the institution’s regulatory ratings and certain financial measures. The scoring system assesses risk measures to produce two scores, a performance score and a loss severity score, that will be combined and converted to an initial assessment rate. The performance score measures an institution’s financial performance and its ability to withstand stress. The loss severity score quantifies the relative magnitude of potential losses to the FDIC in the event of an institution’s failure. Once the performance and loss severity scores are calculated, these scores will be converted to a total score. The FDIC has the authority to raise or lower assessment rates, subject to limits, and to impose special additional assessments.

The FDIC’s restoration program for the DIF adopted in 2010 is designed to bolster the DIF reserve ratio to 1.35% by September 30, 2020, as required by the Dodd-Frank Act. The plan provides that, at least semi-annually, the FDIC will update its loss and income projections for the DIF and, if needed, will increase or decrease assessment rates, followingnotice-and-comment rulemaking if required. Under the Dodd-Frank Act, insured institutions with assets of $10 billion or more are required to fund the increase in the designated reserve ratio (“DRR”) to 1.35%.

In 2011, the FDIC approved a final rule implementing changes to the deposit insurance assessment system, as authorized by the Dodd-Frank Act, which, among other things, changed the assessment base for insured depository institutions from adjusted domestic deposits to the institution’s average consolidated total assets during an assessment period less average tangible equity capital (Tier 1 capital) during that period. The rule revised the assessment rate schedule so that it rangesranged from 2.5 basis points for the least risky institutions to 45 basis points for the riskiest institutions. The rule also suspended indefinitely the requirement of the FDIC to pay dividends from the DIF when it reaches 1.5% of insured deposits. In lieu of the dividends,October 2022, the FDIC adopted progressivelya final rule to increase the initial base deposit insurance assessment rate schedules uniformly by 2 basis points beginning with the first quarterly assessment period of 2023. The increased assessment is expected to improve the likelihood that the DIF reserve ratio would reach the statutory minimum of 1.35% by the deadline prescribed under the FDIC’s amended restoration plan. The new assessment rate schedules will remain in effect unless and until the reserve ratio meets or exceeds 2 percent in order to support growth in the DIF in progressing toward the FDIC’s long-term goal of a 2 percent reserve ratio. Progressively lower assessment rate schedules will take effect when the reserve ratio exceeds 1.15%, 2.0%reaches 2 percent, and 2.5%, respectively. In addition, a final rule issued by the FDIC in March 2016 requires insured institutions with an assessment base (total assets less tangible capital) of over $10 billion to pay surcharge insurance assessments at an annual rate of 4.5 basis points of their assessment base, starting the quarter after the DRR surpasses 1.15% and endingagain when the DRRit reaches 1.35%. The 4.5 basis point surcharge will be assessed against each covered institution’s assessment base, less $10 billion.

The DRR exceeded 1.15% as of June 30, 2016. As a result, the base deposit insurance rates now range from (i) 1.5 to 30 basis points of an institution’s assessment base for small banks and (ii) 1.5 to 40 basis points for institutions with an assessment base of over $10 billion, which are also now subject to the 4.5 basis point surcharge. The FDIC has stated that it expects that the DRR will likely reach 1.35%, allowing termination of the surcharge, in 2018.

In addition, all institutions with deposits insured by the FDIC must pay assessments to fund interest payments on bonds issued by the Financing Corporation, a mixed-ownership government corporation established as a financing vehicle for the Federal Savings & Loan Insurance Corporation. The assessment rate for the first quarter of fiscal 2018 is 0.46% of assets and is adjusted quarterly. These assessments will continue until the bonds mature in 2019.

2.5 percent. Under the Federal Deposit Insurance Act, as amended, the FDIC may terminate deposit insurance upon a finding that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

Additionally, in November 2023, based on its systemic risk determination announced on March 12, 2023, the FDIC adopted a final rule to impose a special assessment at an annual rate of approximately 13.4 basis points on the bank’s estimated uninsured deposits in excess of $5 billion to recover the loss to the DIF following the closures of Silicon Valley Bank and Signature Bank. This assessment is only imposed on banks with assets of $5 billion or more. During the fourth quarter of 2023, we recorded $13.0 million in FDIC special assessment expense in anticipation of this assessment. The special assessment will be imposed beginning with the first quarterly assessment period of 2024 for an anticipated total of eight quarterly assessment periods. Because the estimated loss pursuant to the systemic risk determination will be periodically adjusted, the FDIC retains the ability to cease collection early, impose an extended special assessment collection period after the initial eight-quarter collection period to collect the difference between losses and the amounts collected, and impose a one-time final shortfall special assessment after both receiverships terminate.
Community Reinvestment Act. The Community Reinvestment Act requires, in connection with examinations of financial institutions, that federal banking regulators evaluate the record of each financial institution in meeting the credit needs of its local community, including low and moderate-income neighborhoods. These facts are also considered in evaluating mergers, acquisitions and applications to open a branch or facility. Failure to adequately meet these criteria could impose additional requirements and limitations on our bank subsidiary. Additionally, we must publicly disclose the terms of various Community ReinvestmentAct-related agreements. Our bank subsidiary received a “satisfactory” CRA rating from the Federal Reserve Bank during its last exam as published in our bank’s CRA Public Evaluation.

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Capital Requirements.Our bank subsidiary is also subject to certain restrictions on the payment of dividends as a result of the requirement that it maintain adequate levels of capital in accordance with guidelines promulgated from time to time by applicable regulators. The regulating agencies consider a bank’s capital levels when taking action on various types of applications and when conducting supervisory activities related to the safety and soundness of individual banks and the banking system. The Federal Reserve Bank monitors the capital adequacy of our bank subsidiary by using a combination of risk-based guidelines and leverage ratios.

The FDIC Improvement Act.The Federal Deposit Insurance Corporation Improvement Act of 1991, or “FDICIA,”FDICIA made a number of reforms addressing the safety and soundness of the deposit insurance system, supervision of domestic and foreign depository institutions, and improvement of accounting standards. This statute also limited deposit insurance coverage, implemented changes in consumer protection laws and provided for least-cost resolution and prompt regulatory action with regard to troubled institutions.

FDICIA requires every bank with total assets in excess of $500 million to have an annual independent audit made of the bank’s financial statements by an independent public accountant to verify that the financial statements of the bank are presented fairly and in accordance with generally accepted accounting principles and comply with such other disclosure requirements as prescribed by the FDIC. FDICIA also places certain restrictions on activities of banks depending on their level of capital.

The capital classification of a bank affects the frequency of examinations of the bank and impacts the ability of the bank to engage in certain activities and affects the deposit insurance premiums paid by such bank. Under FDICIA, the federal banking regulators are required to conduct a full-scope,on-site examination of every bank at least once every 12 months.

Brokered Deposits.Under FDICIA, banks may be restricted in their ability to accept brokered deposits, depending on their capital classification. “Well-capitalized” banks are permitted to accept brokered deposits, but banks that are not well-capitalized are not permitted to accept such deposits. The FDIC may, on acase-by-case basis, permit banks that are adequately capitalized to accept brokered deposits if the FDIC determines that acceptance of such deposits would not constitute an unsafe or unsound banking practice with respect to the bank.

The EGRRCPA, enacted in May 2018, provides that most reciprocal deposits are no longer treated as brokered deposits.

Federal Home Loan Bank System.The Federal Home Loan Bank (“FHLB”) system, of which our bank subsidiary is a member, consists of regional FHLBs governed and regulated by the Federal Housing Finance Agency, or FHFA. The FHLBs serve as reserve or credit facilities for member institutions within their assigned regions. They are funded primarily from proceeds derived from the sale of consolidated obligations of the FHLB system. They make loans (i.e., advances) to members in accordance with policies and procedures established by the FHLB and the Boardsboards of Directorsdirectors of each regional FHLB.

As a system member, our bank subsidiary is entitled to borrow from the FHLB of its region and is required to own a certain amount of capital stock in the FHLB. Our bank subsidiary is in compliance with the stock ownership rules with respect to such advances, commitments and letters of credit and home mortgage loans and similar obligations. All loans, advances and other extensions of credit made by the FHLB to our bank subsidiary are secured by a portion of its respective loan portfolio, certain other investments and the capital stock of the FHLB held by such bank.

Federal Reserve System.Federal Reserve regulations require depository institutions to maintain cash reserves against their transaction accounts (primarily NOW and demand deposit accounts). A reserve of 3% is to be maintained against aggregate transaction accounts between $16.0 million and $112.3 million (subject to adjustment byIn January 2019, the Federal Reserve) plusOpen Market Committee announced its intention to implement monetary policy in an ample reserves regime. Reserve requirements do not play a reservesignificant role in this operating framework. In light of 10% (subjectthe shift to adjustment byan ample reserves regime, the Federal Reserve between 8% and 14%) against that portion of total transaction accounts in excess of $122.3 million. The first $16.0 million of otherwise reservable balances (subject to adjustment by the Federal Reserve) is exempt fromreduced the reserve requirements. Centennialrequirement ratios to zero percent effective on March 26, 2020. As a result, the Bank is no longer required to maintain required reserve balance with either the FRB or in compliance with the foregoing requirements.

form of cash on hand.

Concentrated Commercial Real Estate Lending Regulations. The federal banking agencies, including the FDIC, have promulgated guidance governing financial institutions with concentrations in commercial real estate lending, which wasre-emphasized in December 2015.lending. The guidance provides that a bank has a concentration in commercial real estate lending if (1) total reported loans for construction, land development and other land represent 100% or more of total capital or (2) total reported loans secured by multifamily andnon-farm residential properties and loans for construction, land development and other land represent 300% or more of total capital and the bank’s commercial real estate loan portfolio has increased 50% or more during the prior 36 months. Owner occupied loans are excluded from this second category. If a concentration is present, management must employ heightened risk management practices that address the following key elements: including board and management oversight and strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, and maintenance of increased capital levels as needed to support the level of commercial real estate lending.


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Mortgage Banking Operations. Our bank subsidiary is subject to the rules and regulations of FHA, VA, FNMA, FHLMC and GNMA with respect to originating, processing, selling and servicing mortgage loans and the issuance and sale of mortgage-backed securities. Those rules and regulations, among other things, prohibit discrimination and establish underwriting guidelines which include provisions for inspections and appraisals, require credit reports on prospective borrowers and fix maximum loan amounts, and, with respect to VA loans, fix maximum interest rates.

Consumer Financial Protection. Our bank subsidiary is subject to a number of federal and state consumer protection laws that extensively govern its relationship with its customers. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Truth in Lending Act, the Truth in Savings Act, the Electronic Funds Transfer Act, the Expedited Funds Availability Act, the Home Mortgage Disclosure Act, the Fair Housing Act, the Real Estate Settlement Procedures Act, the Fair Debt Collection Practices Act, the Service Members Civil Relief Act and these laws’ respectivestate-law counterparts, as well as state usury laws and laws regarding unfair and deceptive acts and practices. These and other federal laws, among other things, require disclosures of the cost of credit and terms of deposit accounts, provide substantive consumer rights, prohibit discrimination in credit transactions, regulate the use of credit report information, provide financial privacy protections, prohibit unfair, deceptive and abusive practices, restrict the bank’s ability to raise interest rates and subject the bank to substantial regulatory oversight. Violations of applicable consumer protection laws can result in significant potential liability from litigation brought by customers, including actual damages, restitution and attorneys’ fees. Federal bank regulators, state attorneys general and state and local consumer protection agencies may also seek to enforce consumer protection requirements and obtain these and other remedies, including regulatory sanctions, customer rescission rights, action by the state and local attorneys general in each jurisdiction in which our bank subsidiary operates and civil money penalties. Failure to comply with consumer protection requirements may also result in the our bank subsidiary’s failure to obtain any required bank regulatory approval for merger or acquisition transactions the bank may wish to pursue or its prohibition from engaging in such transactions even if approval is not required.

The Dodd-Frank Act established the CFPB, which has supervisory authority over depository institutions with total assets of $10 billion or greater. The CFPB focuses its supervision and regulatory efforts on (1) risks to consumers and compliance with the federal consumer financial laws when it evaluates the policies and practices of a financial institution; (2) the markets in which firms operate and risks to consumers posed by activities in those markets; (3) depository institutions that offer a wide variety of consumer financial products and services; (4) certain depository institutions with a more specialized focus; and(5) non-depository companies that offer one or more consumer financial products or services.

The CFPB has broad rulemaking authority for a wide range of consumer financial laws that apply to all banks, including, among other things, the authority to prohibit “unfair, deceptive or abusive” acts and practices. Abusive acts or practices are defined as those that materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product or service or take unreasonable advantage of a consumer’s (1) lack of financial savvy, (2) inability to protect himself in the selection or use of consumer financial products or services or (3) reasonable reliance on a covered entity to act in the consumer’s interests. The CFPB can issuecease-and-desist orders against banks and other entities that violate consumer financial laws. The CFPB may also institute a civil action against an entity in violation of federal consumer financial law in order to impose a civil penalty or injunction. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets, as well as their affiliates.

Loans to One Borrower.Our bank subsidiary generally may not make loans or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, up to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. As of December 31, 2017,2023, our bank subsidiary was in compliance with theloans-to-one-borrower limitations.

Prohibitions Against Tying Arrangements. Under Regulation Y, our bank holding company and bank subsidiary are prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.
Change in Control. Federal and state laws, including the Change in Bank Control Act, impose prior notice or approval requirements and ongoing regulatory requirements on any investor that seeks to acquire direct or indirect “control” of an FDIC-insured depository institution or bank holding company. “Control” of a depository institution is generally defined where an investor is deemed to control a depository institution or other company if the investor owns or controls 25% or more of any class of voting securities.
Restrictions on Transactions with Affiliates.We and our bank subsidiary are subject to Section 23A of the Federal Reserve Act. In general, Section 23A imposes limits on the amount of transactions between the bank and its affiliates and also requires certain levels of collateral for loans to affiliated parties. It also limits the amount of advances to affiliates which are collateralized by the securities or obligations of the bank or its nonbanking affiliates. An affiliate of a bank is generally any company or entity that controls, is controlled by, or is under common control with the bank.

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Affiliate transactions are also subject to Section 23B of the Federal Reserve Act which generally requires that certain other transactions between the bank and its affiliates be on terms substantially the same, or at least as favorable to the bank, as those prevailing at that time for comparable transactions with or involving othernon-affiliated persons.

Sections 22(g) and (h) of the Federal Reserve Act and its implementing regulation, Regulation O, also place restrictions on loans by a bank to executive officers, directors, and principal shareholders. Under Section 22(h), loans to a director, an executive officer and to a greater than 10% shareholder of a bank and certain of their related interests, or insiders, and insiders of affiliates, may not exceed, together with all other outstanding loans to such person and related interests, the bank’sloans-to-one-borrower limit. Section 22(h) also requires that loans to insiders and to insiders of affiliates be made on terms substantially the same as offered in comparable transactions to other persons, unless the loans are made pursuant to a benefit or compensation program that (i) is widely available to employees of the bank and (ii) does not give preference to insiders over other employees of the bank. In addition, Section 22(h) requires prior board of director’s approval for certain loans, and the aggregate amount of extensions of credit by a bank to all insiders cannot exceed the institution’s unimpaired capital and surplus. Furthermore, Section 22(g) places additional restrictions on loans to executive officers.

Interchange Fees. Under the Durbin Amendment to the Dodd-Frank Act, the Federal Reserve Board adopted rules establishing standards for assessing whether the interchange fees that may be charged with respect to certain electronic debit transactions are “reasonable and proportional” to the costs incurred by issuers for processing such transactions. Interchange fees, or “swipe” fees, are charges that merchants pay to the Bankour bank subsidiary and other card-issuing banks for processing electronic payment transactions. Federal Reserve Board rules applicable to financial institutions that have assets of $10 billion or more provide that the maximum permissible interchange fee is equal to no more than 21 cents plus 5 basis points of the transaction value for many types of debit interchange transactions. A debit card issuer may also recover 1 cent per transaction for fraud prevention purposes if the issuer complies with certain fraud-related requirements required by the Federal Reserve. In addition, the Federal Reserve has rules governing routing and exclusivity that require issuers to offer two unaffiliated networks for routing transactions on each debit or prepaid product. We exceeded $10 billion in assets during the first quarter of 2017 and will become subject to these interchange fee restrictions beginning July 1, 2018. The Durbin Amendment is expected to negatively impact debit card and ATM fees beginning in the second half of 2018. During fiscal year 2017, we collected $20.8 million in debit card interchange fees. We estimate that had we been subject to this limitation during 2017, our interchange fee revenue would have been reduced by approximately $7.0 million.

The Volcker Rule.The Dodd-Frank Act prohibits banks and their affiliates from engaging in proprietary trading and investing in and sponsoring hedge funds and private equity funds. The statutory provision, which has been implemented by rules adopted by federal regulators, is commonly called the “Volcker Rule.” In December 2013, federal regulators adopted final rules to implement the Volcker Rule that generally became effective in July 2015. The Volcker Rule also requires covered banking entities, including us and our bank subsidiary, to implement certain compliance programs, and the complexity and rigor of such programs is determined based on the asset size and complexity of the business of the covered company. Since neither we nor our bank subsidiary engages in the types of trading or investing covered by the Volcker Rule, the Volcker Rule does not currently have any effect on our or our bank subsidiary’s operations.

Privacy. Under the Gramm-Leach-Bliley Act, financial institutions are required to disclose their policies for collecting and protecting confidential information. Customers generally may prevent financial institutions from sharing nonpublic personal financial information with nonaffiliated third parties except under narrow circumstances, such as the processing of transactions requested by the consumer or when the financial institution is jointly sponsoring a product or service with a nonaffiliated third party. Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing to consumers. We and our subsidiary have established policies and procedures to assure our compliance with all privacy provisions of the Gramm-Leach-Bliley Act.

We are also subject to various regulatory guidance as updated from time to time and implemented by the Federal Financial Institutions Examinations Council (the “FFIEC”), an interagency body of the FDIC, the OCC, the Federal Reserve, the National Credit Union Administration and various state regulatory authorities. The FFIEC has provided guidance in areas such as data privacy, disaster recovery, information security, and third-party vendor management to identify potential risks related to our services that could adversely affect our customers. In addition, lawmakers, regulators and the public are increasingly focused on the use of personal information and efforts to strengthen data protection, information security and consumer and personal privacy. The law in these areas continues to develop, and we expect regulation in these areas to continue to increase.
Anti-Terrorism and Anti-Money Laundering Legislation. Our bank subsidiary is subject to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), the Bank Secrecy Act (“BSA”) and rules and regulations of the Office of Foreign Assets Control (the “OFAC”). These statutes and related rules and regulations impose requirements and limitations on specific financial transactions and account relationships intended to guard against money laundering, terrorism financing and transactions with designated foreign countries, nationals and others on whom the United States has imposed economic sanctions. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.

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As part of our bank subsidiary’s anti-money laundering (“AML”) program, we are required to designate a BSA officer, maintain a BSA/AML training program, maintain internal controls to effectuate the BSA/AML program, implement independent testing of the BSA/AML program, and comply with the Financial Crimes Enforcement Network’s “Customer Due Diligence for Financial Institutions Rule” (the “CDD Rule”). The CDD Rule adds a new requirement for our bank subsidiary to identify and verify the identity of natural persons (“beneficial owners”) of legal entity customers who own, control and profit from companies when those companies open accounts. The CDD Rule requires covered financial institutions to establish and maintain written policies and procedures that are reasonably designed to (1) identify and verify the identity of customers; (2) identify and verify the identity of the beneficial owners of companies opening accounts; (3) understand the nature and purpose of customer relationships to develop customer risk profiles; and (4) conduct ongoing monitoring to identify and report suspicious transactions and, on a risk basis, to maintain and update customer information. With respect to the new requirement to obtain beneficial ownership information, financial institutions will have to identify and verify the identity of any individuals who own 25 percent or more of a legal entity, and an individual who controls the legal entity.
Incentive Compensation. The Dodd-Frank Act requires the federal bank regulators and the Securities and Exchange Commission (the “SEC”)SEC to establish joint regulations or guidelines prohibiting incentive-based payment arrangements at specified regulated entities having at least $1 billion in total assets that encourage inappropriate risks by providing an executive officer, employee, director or principal shareholder with excessive compensation, fees, or benefits or that could lead to material financial loss to the entity. In addition, these regulators must establish regulations or guidelines requiring enhanced disclosure to regulators of incentive-based compensation arrangements.

In June 2010, the Federal Reserve and FDIC issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The guidance, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (1) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risk, (2) be compatible with effective internal controls and risk management and (3) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors.

In May 2016, the Federal Reserve, other federal banking agencies and the SEC jointly published a revised version of proposed rulemaking initially issued in April 2011 designed to implement the provisions of the Dodd-Frank Act prohibiting incentive compensation arrangements that encourage inappropriate risk taking at a covered institution, which includes a bank or bank holding company with $1 billion or more of assets, such as the Company and our bank subsidiary. The proposed joint compensation regulations would require compensation practices consistent with the three principles discussed above. As of February 1, 2018,2024, these regulations have not been finalized.finalized; however, the agencies have indicated that they intend to issue a third proposed rule in the near future. Unless and until a final rule is adopted, we cannot fully determine whether compliance with such a rule will adversely affect the Company’s or our bank subsidiary’s ability to hire, retain and motivate our key employees.

In October 2022, the SEC adopted a final rule directing national securities exchanges and associations, including the NYSE, to implement listing standards that require listed companies to adopt policies mandating the recovery or “clawback” of excess incentive-based compensation earned by a current or former executive officer during the three fiscal years preceding the date the listed company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The corresponding NYSE listing rule was approved by the SEC in June 2023 and required listed companies to adopt a compliant clawback policy by December 1, 2023. Our board of directors adopted such a policy on October 20, 2023.
The Federal Reserve Board reviews, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking organizations.” These reviews are tailored to each organization based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. The findings of this supervisory initiative will be included in reports of examination. Deficiencies will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. Enforcement actions may be taken against a banking organization if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.


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Customer Information Security. The federal banking agencies have adopted guidelines for safeguarding confidential, personal, nonpublic customer information. These guidelines require each financial institution, under the supervision and ongoing oversight of its board of directors or an appropriate committee thereof, to create, implement and maintain a comprehensive written information security program designed to ensure the security and confidentiality of customer information, protect against any anticipated threats or hazard to the security or integrity of such information and protect against unauthorized access to or use of such information that could result in substantial harm or inconvenience to any customer. Our bank subsidiary has adopted a customer information security program to comply with these requirements.
Arkansas Law. Our bank subsidiary is subject to regulation and examination by the Arkansas State Bank Department. Under the Arkansas Banking Code of 1997, approval of the Bank Commissioner is required for the acquisition of more than 25% of any class of the outstanding capital stock of any bank. The Bank Commissioner’s approval is also required in order for us to make bank acquisitions, amend our articles of incorporation, repurchase shares of our capital stock (other than payments to dissenting shareholders in a transaction), issue preferred stock or debt, increase, reduce or retire any part of our capital stock, retire debt instruments, or conduct certain types of activities that are incidental or closely related to banking. The Bank Commissioner has the authority, with the consent of the Governor of the State of Arkansas, to declare a state of emergency and temporarily modify or suspend banking laws and regulations in communities where such a state of emergency exists. The Bank Commissioner may also authorize a bank to close its offices and any day when such bank offices are closed will be treated as a legal holiday, and any director, officer or employee of such bank shall not incur any liability related to such emergency closing. No such state of emergency has been declared to exist by the Bank Commissioner to date.
Regulatory Developments Relating to the CARES Act
In response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was signed into law on March 27, 2020 to provide national emergency economic relief measures. The CARES Act’s programs were implemented through rules and guidance adopted by federal departments and agencies, including the U.S. Department of Treasury, the Federal Reserve, and other federal bank regulatory authorities, including those with direct supervisory jurisdiction over the Company and its bank subsidiary. Set forth below is a brief overview of select provisions of the CARES Act and other regulations and supervisory guidance related to the COVID-19 pandemic that are applicable to the operations and activities of the Company and its bank subsidiary.
Paycheck Protection Program (“PPP”). The CARES Act established a new federal economic relief program administered by the Small Business Administration (“SBA”) called the Paycheck Protection Program (“PPP”), which provided for 100% federally guaranteed loans to be issued by participating private financial institutions to small businesses for payroll and certain other permitted expenses during the COVID-19 pandemic. Our bank subsidiary participated in the PPP as a lender. These loans were eligible to be forgiven if certain conditions were satisfied and were fully guaranteed by the SBA. Additionally, loan payments were deferred for the first six months of the loan term. The PPP commenced on April 3, 2020 and was available to qualified borrowers through May 31, 2021. No collateral or personal guarantees were required. Neither the government nor lenders were permitted to charge the recipients any fees. The majority of our bank subsidiary’s PPP loans outstanding as of December 31, 2022, were forgiven or repaid during 2023. As of December 31, 2023, the remaining balance of outstanding PPP loans was considered immaterial.
Temporary Regulatory Capital Relief related to Impact of Current Expected Credit Loss (“CECL”). Concurrent with enactment of the CARES Act, the federal bank regulatory agencies issued an interim final rule that delays the estimated impact on regulatory capital resulting from the implementation of CECL. The interim final rule maintains the three-year transition option in the previous rule and provides banking organizations that implemented CECL during 2020 the option to delay for two years the estimated impact of CECL on regulatory capital, relative to the incurred loss methodology’s effect on regulatory capital, followed by a three-year transition period to phase out the aggregate amount of capital benefit provided during the initial two-year delay. We adopted CECL on January 1, 2020 and have elected to utilize the five-year transition option.
Proposed Legislation and Regulatory Action

From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and the operating environment for us and our bank subsidiary in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. We cannot predict whether or in what form any proposed regulation or statute will be adopted or the extent to which our business may be affected by any new regulation or statute.

Additionally, we cannot predict the impact of potential judicial interpretations of regulations or the outcome of the upcoming election cycle on banking statutes and regulations.

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Effect of Governmental Monetary Polices

Our earnings are affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve Board’s monetary policies have had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The monetary policies of the Federal Reserve Board affect the levels of bank loans, investments and deposits through its control over the issuance of United States government securities, its regulation of the discount rate applicable to banks and its influence over reserve requirements to which banks are subject. We cannot predict the nature or impact of future changes in monetary and fiscal policies.

AVAILABLE INFORMATION

We are subject to the information requirements of the Securities Exchange Act of 1934. Accordingly, we file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at1-800-SEC-0330 for further information on the operation of the Public Reference Room. You can also review our filings by accessing the website maintained by the SEC at http://www.sec.gov. The site contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. In addition, we maintain a website at http://www.homebancshares.com. We make available on our website copies of our Annual Reports on Form10-K, Quarterly Reports on Form10-Q, Current Reports on Form8-K and any amendments to such documents as soon as practicable after we electronically file such materials with or furnish such documents to the SEC.

Item 1A.RISK1A. RISK FACTORS

Our business exposes us to certain risks. Risks and uncertainties that management is not aware of or focused on may also adversely affect our business and operation. The following is a discussion of the most significant risks and uncertainties that may affect our business, financial condition and future results.

Risks Related to Our Industry

We are subject to extensive regulation that could limit or restrict our activities and impose financial requirements or limitations on the conduct of our business, and changes in the laws and regulations to which we are subject could adversely affect our profitability.

We and our bank subsidiary are subject to extensive federal and state regulation and supervision. As a registered bank holding company, we are primarily regulated by the Federal Reserve Board. Our bank subsidiary is also primarily regulated by the Federal Reserve Board and the Arkansas State Bank Department.

Banking industry regulations are primarily intended to protect depositors’ funds, federal deposit insurance funds and the banking system as a whole, not security holders. Complying with such regulations is costly and may limit our growth and restrict certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, interest rates paid on deposits and locations of offices. We are also subject to capital requirements by our regulators. Violations of various laws, even if unintentional, may result in significant fines or other penalties, including restrictions on branching or bank acquisitions.

Congress and federal regulatory agencies continually review banking laws, regulations and policies for possible changes. The Dodd-Frank Act, passed by Congress in 2010, instituted major changes to the banking and financial institutions regulatory regimes in light of the performance of and government intervention in the financial services sector during the economic recession of the last decade.leading up to its enactment. The act requiresrequired the issuance of a substantial number of new regulations by federal regulatory agencies which will affectaffecting financial institutions, some of which still have yet to be issued or implemented.

President Trump

While the Economic Growth, Regulatory Relief, and the Congressional majority have indicated that they intend to closely scrutinizeConsumer Protection Act enacted in 2018 reduced certain regulatory burdens on community and regional financial institutions resulting from the Dodd-Frank Act, and that provisions of the act and rules promulgated thereunder may be revised, repealed or amended. While any such reforms are expected to be favorable to our industry, we cannot assure than theythat future legislation will not significantly increase our compliance or operating costs or otherwise have a significant impact on our business. TheCertain provisions of the Dodd-Frank Act and the regulations promulgated under the act may continue to be implemented, and there could be additional new federal or state laws, regulations and policies regarding lending and funding practices and liquidity standards. Additionally, financial institution regulatory agencies have intensified their response to concerns and trends identified in examinations, including through the issuance of formal enforcement actions. Negative developments in the financial services industry or other new legislation or regulations could adversely impact our operations and our financial performance by subjecting us to additional costs, restricting our business operations, including our ability to originate or sell loans, and/or increasing the ability ofnon-banks to offer competing financial services.


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As regulation of the banking industry continues to evolve, we expect the costs of compliance to continue to increase and, thus, to affect our ability to operate profitably. In addition, industry, legislative or regulatory developments may cause us to materially change our existing strategic direction, capital strategies, compensation or operating plans. If these developments negatively impact our ability to implement our business strategies, it may have a material adverse effect on our results of operations and future prospects.

We have exceeded $10 billion in assets, and as result, we will becomeare subject to increasedheightened regulatory requirements which could materially and adversely affect us.

We and our bank subsidiary exceeded $10 billion in total assets for the first time during the first quarter of 2017, and as of December 31, 2017, our total assets remain in excess ofexceed $10 billion. Therefore,

Because our total assets exceed $10 billion, we and our bank subsidiary will becomeare subject to increased regulatory requirements beginning in 2018.requirements. The Dodd-Frank Act and its implementing regulations impose various additional requirements on bank holding companies with $10 billion or more in total assets, including compliance with portions of the Federal Reserve’s enhanced prudential oversight requirements and annual stress testing requirements. Failure to meet the enhanced prudential standards and stress testing requirements could limit, among other things, our ability to engage in expansionary activities or make dividend payments to our shareholders.assets. In addition, banks with $10 billion or more in total assets are primarily examined by the CFPB with respect to various federal consumer financial protection laws and regulations. Previously, our bank subsidiary hashad been subject to regulations adopted by the CFPB, but the Federal Reserve was primarily responsible for examining our bank subsidiary’s compliance with consumer protection laws and those CFPB regulations. As a relatively new agency with evolving regulations and practices, there is uncertainty as to how the CFPB’s examination and regulatory authority might impact our business. Further,has been and continues to be the possibilitysubject of future changes in the authority of the CFPB by Congress or the Trump Administration is uncertain,policy debates and uncertainty among lawmakers and differing presidential administrations, and thus we cannot ascertain the impact, if any, that future changes to the CFPB may have on our business.

With respect to deposit-taking activities, banks

Banks with assets in excess of $10 billion are subject to two changes. First, these institutions are subject to a deposit assessment based on a new scorecard issued by the FDIC. This scorecardFDIC that considers, among other things, the bank’s CAMELS rating, results of asset-related stress testing and funding-related stress, as well as our use of core deposits, among other things. Depending on the results of the bank’s performance under that scorecard, the total base assessment rate is between 1.52.5 to 4042 basis points. Any increase in our bank subsidiary’s deposit insurance assessments may result in an increased expense related to our use of deposits as a funding source. Additionally, banks with over $10 billion in total assets are no longer exempt from the requirements of the Federal Reserve’s rules on interchange transaction fees for debit cards. This means that, beginning on July 1, 2018, ourOur bank subsidiary will beis limited to receiving only a “reasonable” interchange transaction fee for any debit card transactions processed using debit cards issued by our bank subsidiary to our customers. The Federal Reserve has determined that it is unreasonable for a bank with more than $10 billion in total assets to receive more than $0.21 plus 5 basis points of the transaction plus a $0.01 fraud adjustment for an interchange transaction fee for debit card transactions. A reductionThis limit in the amount of interchange fees we receive for electronic debit interchange will reducehas the effect of reducing our revenues. During fiscal year 2017, we collected $20.8 million in debit card interchange fees. We estimate that had we been subject
Prior to this limitation during 2017, our interchange fee revenue would have been reduced by approximately $7.0 million.

In anticipation of becoming subject to the heightened regulatory requirements, we have hired additional compliance personnel and implemented structural initiatives to address these requirements. However,While some of these requirements, such as annual stress testing, were eliminated by the reforms enacted in May 2018, our continued compliance with thesethe remaining requirements and compliance with any additional requirements that may be imposed in the future may necessitate that we hire additional compliance or other personnel, design and implement additional internal controls, and/or incur other significant expenses, any of which could have a material adverse effect on our business, financial condition or results of operations. Compliance with the annual stress testing requirements, part of which must be publicly disclosed, may also be misinterpreted by the market generally or our customers and, as a result, may adversely affect our stock price or our ability to retain our customers or effectively compete for new business opportunities. Our regulators may also consider our compliance with these regulatory requirements when examining our operations generally or considering any request for regulatory approval we may make, even requests for approvals on unrelated matters.

Difficult market and economic conditions may adversely affect our industry and our business.

The financial crisis and the resulting economic downturn in the latter years of the last decade

Economic downturns historically have had a significant adverse impact on the banking industry, and particularly community banks. Dramatic declinesDeclines in the housing market, with falling home prices and increased delinquencies and foreclosures, can negatively impactedimpact the credit performance of mortgage and construction loans and resultedresult in significant write-downs of assets by many financial institutions. ReducedAny reduced availability of commercial credit andor periods of sustained higher unemployment can further negatively impactedimpact the credit performance of commercial and consumer credit, resulting in additional write-downs. As a result of theseAny such market conditions and the raising of credit standards, our industry experiencedcould cause commercial and consumer deficiencies, low customer confidence, market volatility and generally sluggish business activity.

Althoughactivity in our industry.


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Unlike larger financial institutions that are more geographically diversified, our profitability depends primarily on the general economic conditions nationally and locally in our primary market areasareas. Local economic conditions have improved in recent years, we cannot be certain thata significant impact on our residential real estate, commercial real estate, construction, commercial and industrial and consumer lending, including, the recent positive economic trends will continue. The improvementability of certainborrowers to repay these loans and the value of the collateral securing these loans. Certain economic indicators, such as real estate asset values, rents and unemployment, may vary between geographic markets and may continue to lag behind improvement in the overall economy. These economic indicators typically affect certain industries, such as real estate and financial services, more significantly than other economic sectors. Additionally, our success significantly depends upon the growth in population, income levels, deposits and housing starts in our markets. If the positive movementcommunities in thesewhich we operate do not grow or if prevailing economic indicators inconditions deteriorate locally or nationally, our market areas subsides orbusiness may be adversely affected. We are less able than a larger institution to spread the risks of unfavorable local economic conditions once again worsen, theacross a large number of diversified economies. The adverse effects of anany future economic downturn on us, our customers and the other financial institutions in our market may result in increased foreclosures, delinquencies and customer bankruptcies as well as more restricted access to funds. Any such negative events may have an adverse effect on our business, financial condition, results of operations and stock price.

The short-termimpacts of national or international pandemics could materially and long-term impactadversely affect our business, financial condition and results of operations.
Our operations and those of our customers and third-party service providers may be adversely affected by the widespread outbreak of contagious disease, including the COVID-19 virus. The COVID-19 pandemic disrupted U.S. and global supply chains and altered business and economic conditions throughout the U.S. and globally. Its economic impacts lowered equity market valuations; created significant volatility and disruption in financial markets; contributed to a decrease in the rates and yields on U.S. Treasury securities; resulted in ratings downgrades, credit deterioration, and defaults in many industries; increased demands on capital and liquidity; increased unemployment levels and decreased consumer confidence. In addition, the pandemic resulted in temporary or permanent closures of many businesses, the institution of social distancing, face covering requirements and other health directives, and in some cases, self-isolation requirements. The pandemic also caused us to recognize credit losses in our loan portfolios and increases in our allowance for credit losses.
The extent to which any future outbreaks of the changing regulatory capital requirementsCOVID-19 virus or other contagious diseases may impact general economic and new capital rulesbusiness conditions is uncertain.

In July 2013, the Federal Reserve Boardhighly uncertain and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision and certain provisionsunpredictable. As part of the Dodd-Frank Act. The final rule applies to all banking organizations. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets) and a higher minimum Tier 1 risk-based capital requirement (6% of risk-weighted assets) and assigns higher risk weightings (150%) to exposures that are more than 90 days past due or are onnon-accrual status and certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” of 2.5% of common equity tier 1 capital to risk-weighted assets, which is in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule became effective for our bank subsidiary and us on January 1, 2015. The capital conservation buffer requirement began being phased in on January 1, 2016, and the full capital conservation buffer requirement will be effective January 1, 2019. An institution willthese uncertainties, we could be subject to limitationsa number of risks, any of which could have a material, adverse effect on paying dividends, engagingour business, financial condition, liquidity, results of operations, and ability to execute our growth strategy. These risks include, but are not limited to, increased loan losses or other impairments in share repurchases,our loan portfolios and paying discretionary bonuses if itsincreases in our allowance for loan losses; further volatility in the valuation of real estate and other collateral supporting loans; impairment of our goodwill and our financial assets; increased cost of capital; inability to satisfy our minimum regulatory capital level falls below the buffer amount. These limitations will establishratios and other supervisory requirements; or a maximum percentagedowngrade in our credit ratings.We could also face an increased risk of eligible retained income that can be utilized for such activities. In addition, if the banking organization grows above $15 billiongovernmental and regulatory scrutiny as a result of an acquisition,the effects of a pandemic on market and economic conditions and actions governmental authorities take in response to those conditions. Any such occurrence could have a significant adverse impact on our business, financial condition, liquidity or organically grows above $15 billion and then makes an acquisition, its trust preferred securities will be included as Tier 2 capital rather than Tier 1 capital.

While our current capital levels well exceed the revised capital requirements and we are currently under the $15 billion threshold, our capital levels could decrease in the future as a resultresults of factors such as acquisitions, faster than anticipated growth, reduced earnings levels, operating losses, exceeding the $15 billion threshold and other factors. The application of more stringent capital requirements for us could, among other things, result in lower returns on equity, require the raising of additional capital, and result in our inability to pay dividends or repurchase shares if we were to be unable to comply with such requirements.

operations.

Our FDIC insurance premiums and assessments maycould increase and result in higher noninterest expense.

Our bank subsidiary’s deposits are insured by the FDIC up to legal limits, and accordingly, we are subject to FDIC deposit insurance assessments. As our bank subsidiary has exceededexceeds $10 billion in assets, we are subject to higher FDIC assessments. Our bank subsidiary’s regular assessments are calculated under the method for calculatinglarge bank pricing rule using its FDIC assessments has changed and our FDIC assessments will increaseaverage consolidated total assets minus average tangible equity as a result. See “Item 1. Business—Supervision and Regulation—Deposit Insurance and Assessments.” In addition, the FDIC recently increased the deposit insurance fund’s target reserve ratio to 2.0% of insured deposits following the Dodd-Frank Act’s elimination of the 1.5% cap on the insurance fund’s reserve ratio and has put in place a restoration plan to restore the deposit insurance fund to its 1.35% minimum reserve ratio mandatedwell as by the Dodd-Frank Act by September 30, 2020. In March 2016, the FDIC approved a final rule to meet this requirement by 2018. To meet the minimum reserve ratio by 2018, during the third calendar quarter of 2016 the FDIC began assessing banks with consolidated assets of more than $10.0 billion a surcharge assessment of 0.045%. The surcharge will continue through the earlier of the quarter that the reserve ratio first reaches or exceeds 1.35% and December 31, 2018. In the event the reserve ratio does not reach 1.35% by December 31, 2018, the FDIC has approved imposing a shortfall assessment on banks with $10.0 billion or more in consolidated assets on March 31, 2019.

risk classification, which includes regulatory capital levels.

We are generally unable to control the amount and timetable for payment of premiums that we are required to pay for FDIC insurance. There is no guarantee that our assessment rate will not increase in the future. Additionally, if there is anotheran increase in bank or financial institution failures or the recently adopted changes do not have their desired effect of strengtheningthere is a future need to strengthen the DIF reserve ratio, the FDIC may further revise the assessment rates or the risk-based assessment system. Such changes may require us to pay higher FDIC premiums than our current levels, or the FDIC may charge additional special assessments, either of which would increase our noninterest expense.


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Our profitability is vulnerable to interest rate fluctuations and monetary policy.

policy and could be adversely affected by any future actions taken by the Federal Reserve Board to address rising inflation.

Our results of operations are affected by the monetary policies of the Federal Reserve Board. Most of our assets and liabilities are monetary in nature, and thus subject us to significant risks from changes in interest rates. Consequently, our results of operations can be significantly affected by changes in interest rates and our ability to manage interest rate risk. Changes in market interest rates, or changes in the relationships between short-term and long-term market interest rates, or changes in the relationship between different interest rate indices can affect the interest rates charged on interest-earning assets differently than the interest paid on interest-bearing liabilities. This difference could result in an increase in interest expense relative to interest income or a decrease in interest rate spread. In addition to affecting our profitability, changes in interest rates can impact the valuation of our assets and liabilities. Changes in interest rates can also affect our business and profitability in numerous other ways. For example, increases in interest rates can have a negative impact on our results of operations by reducing loan demand and the ability of borrowers to repay their current obligations, while decreases in interest rates may affect loan prepayments.

As of December 31, 2017, ourone-year ratio of interest-rate-sensitive assets

In response to interest-rate-sensitive liabilities was 117.9%recent inflation and our cumulative repricing gap position was 9.1% of total earning assets, resulting in a limited impactits affects on earnings for various interest rate change scenarios. Floating rate loans made up 49.9% of our $10.33 billion total loan portfolio. A loan is considered fixed rate if the loan is currently at its adjustable floor or ceiling. In addition, 62.7% of our loans receivableU.S. business and 69.9% of our time deposits at December 31, 2017, were scheduled to reprice within 12 months and our other rate sensitive asset and rate sensitive liabilities composition is subject to change. As a result, our interest rate sensitivity profile was asset sensitive as of December 31, 2017, meaning that we estimate our net interest income would increase more from rising interest rates than from falling interest rates. Significant composition changes in our rate sensitive assets or liabilities could result in a more unbalanced position and interest rate changes would have more of an impact on our earnings.

Our results of operations are also affected by the monetary policies ofconsumers, the Federal Reserve Board. ActionsBoard implemented eleven interest rate increases since March 2022.However, in response to slowing inflation, it is expected that the Federal Reserve Board will begin reducing interest rates sometime in 2024. Future economic developments and the Federal Reserve Board’s policies in response, however, cannot be predicted with certainty. At this time, it is unknown how future action by the Federal Reserve Board involving monetary policies could have anwill affect our business and the banking industry. There can be no assurance that any future actions by the Federal Reserve Board involving monetary policies will not cause any of the adverse effecteffects described above on our deposit levels, loan demand or business and earnings.

earnings

We may experience future adverse impacts from the recent transition from the use of the LIBOR interest rate index.
We have certain loans that were originally indexed to LIBOR to calculate the interest rate. The U.S. dollar LIBOR index has not been published since June 2023, which necessitated the refinancing of the existing loans which were indexed to LIBOR. While these loans have been transitioned to a LIBOR alternative, a residual risk remains for transition issues. The transition impacted our market risk profiles and required changes to our risk and pricing models, valuation tools, and product design. Additionally, the new index rates and payments differ from LIBOR, which may lead to increased volatility. Residual issues that may remain from this transition are not certain and any failure to adequately manage this transition process with our customers may adversely impact our reputation.

The failure of other financial institutions could adversely affect us, and we may incur losses on investments in other financial institutions.
The financial system is highly interrelated, including as a result of lending, trading, clearing, counterparty, and other relationships. We have exposure to and routinely execute transactions with a wide variety of financial institutions, including brokers, dealers, commercial banks, investment banks and other substantial participants. In addition, we currently hold and may in the future acquire additional investments in the debt or equity securities of other financial institutions. Some of the institutions or other participants with whom we transact business or in which we hold investments may experience instability due to financial challenges in the banking industry or may be perceived to be unstable. If any of these institutions or participants were to fail in meeting its obligations in full and on time, or were to enter bankruptcy, conservatorship, or receivership, the consequences could ripple throughout the financial system and may adversely affect our business, results of operations, financial condition, or prospects. Our investments in any such institutions could decline in value or become valueless, which could result in us incurring losses in our investment portfolio that may have a materially adverse effect our operating results. Further, our stock price may be negatively impacted by failures of other financial institutions and their effects on consumer and investor confidence, and we may experience increased deposit insurance premiums, increased regulatory scrutiny and other adverse effects on our business, profitability or financial condition as a result of these failures.
Risks Related to Our Business

The total impact of Hurricane Irma on our financial condition and results of operations may not be known for some time and may negatively impact our future earnings.

Hurricane Irma caused significant property damage in our South Florida market areas, particularly in the Florida Keys and southwestern Florida, and resulted in widespread disruptions in power, transportation and the local economies of these areas, as well as less extensive damage throughout other parts of the state of Florida. A substantial amount of our loans are secured by real estate located in the market areas affected by this powerful storm. On most collateral dependent loans, our exposure is limited due to the existence of flood and property insurance. We monitor our borrower’s insurance coverage on a regular basis and force place insurance, as necessary.

We are continuing to evaluate Hurricane Irma’s impact on our customers and our business, including our properties, assets and loan portfolios. However, we expect to experience increased loan delinquencies and loan restructurings as a result of the storm, particularly in the short term as customers undertake recovery andclean-up efforts, including the submission of insurance claims. Based on our initial assessments of the potential credit impact and damage, we accrued $33.4 million ofpre-tax hurricane expenses during the third quarter of 2017. The $33.4 million of hurricane expenses includes $32.9 million to establish a storm-related provision for loan losses and a $556,000 charge related to direct damage expenses incurred through December 31, 2017. In addition, in order to assist our customers during this crisis, we offered customers located in the disaster area a90-day deferment on outstanding loans. During the fourth quarter of 2017, customers with loan balances totaling approximately $211.7 million accepted the90-day deferment. As of December 31, 2017, loan balances totaling approximately $63.6 million remained on the90-day deferment.

Because the total impact of the storm may not be known for some time, it is impossible to know at this time whether our current accrual for hurricane-related expenses will be sufficient to cover our actual losses. We may experience more extensive loan delinquencies and restructurings than we currently expect, which could negatively impact our cash flow and, if not timely cured, increase ournon-performing assets and reduce our net interest income. Such increases could require us to further increase our provision for loan losses and result in higher loan charge-offs, either of which could have a material adverse impact on our results of operations and financial condition in future periods.

Our decisions regarding credit risk could be inaccurate and our allowance for loancredit losses may be inadequate, which would materially and adversely affect us.

Management makes various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of our secured loans. We endeavor to maintain an allowance for loancredit losses that we consider adequate to absorb future losses that may occur in our loan portfolio. As of December 31, 2017,2023, our allowance for loancredit losses was approximately $110.3$288.2 million, or 1.07%2.00% of our total loans. In determining the size of the allowance, we analyze our loan portfolio based on our historical loss experience, volume and classification of loans, volume and trends in delinquencies andnon-accruals, national and local economic conditions, and other pertinent information.

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If our assumptions are incorrect, our current allowance may be insufficient to absorb future loan losses, and increased loan loss reserves may be needed to respond to different economic conditions or adverse developments in our loan portfolio. When there is an economic downturn, it is more difficult for us to estimate the losses that we will experience in our loan portfolio. In addition, federal and state regulators periodically review our allowance for loancredit losses and may require us to increase our allowance for loancredit losses or recognize further loan charge-offs based on judgments different than those of our management. Any increase in our allowance for loancredit losses or loan charge-offs could have a negative effect on our operating results.

Our high concentration of real estate loans and especially commercial real estate loans exposes us to increased lending risk.

As of December 31, 2017, 85.1%2023, approximately 72.5% of our total loan portfolio was comprised of loans with real estate as a primary or secondary component of collateral. This includes commercial real estate loans (excluding construction/land development) of $4.68$5.88 billion, or 45.3%40.8% of total loans, construction/land development loans of $1.70$2.29 billion, or 16.4%15.9% of total loans, and residential real estate loans of $2.41$2.28 billion, or 23.4%15.8% of total loans. This high concentration of real estate loans could subject us to increased credit risk in the event of a decrease in real estate values in our markets, a real estate recession or a natural disaster. Also, in any such event, our ability to recover on defaulted loans by foreclosing and selling real estate collateral would be diminished, and we would be more likely to suffer losses on defaulted loans.

In addition to the risks associated with the high concentration of real estate-secured loans, the commercial real estate and construction/land development loans, which comprised 61.7%56.7% of our total loan portfolio as of December 31, 2017,2023, expose us to a greater risk of loss than our residential real estate loans, which comprised 23.4%15.8% of our total loan portfolio as of December 31, 2017.2023. Commercial real estate and land development loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential loans. Consequently, an adverse development with respect to one commercial loan or one credit relationship exposes us to a significantly greater risk of loss compared to an adverse development with respect to one residential mortgage loan.

The repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related real estate or commercial project. If the cash flows from the project are reduced, a borrower’s ability to repay the loan may be impaired. This cash flow shortage may result in the failure to make loan payments. In such cases, we may be compelled to modify the terms of the loan, or in the most extreme cases, we may have to foreclose.

If a decline in economic conditions or other issues cause difficulties for our borrowers of these types of loans, if we fail to evaluate the credit of these loans accurately when we underwrite them or if we do not continue to adequately monitor the performance of these loans, our lending portfolio could experience delinquencies, defaults and credit losses that could have a material adverse effect on our business, financial condition or results of operations.
Our geographic concentration of banking activities and loan portfolio makes us more vulnerable to adverse conditions in our local markets.

Our bank subsidiary operates through branch locations in Arkansas, Florida, Texas, Alabama and New York City and a loan production officeoffices in Los Angeles, California.California, Dallas, Texas, Miami, Florida, Chesapeake, Virginia and Baltimore, Maryland. However, approximately 90.4%79.8% of our total loans and 90.8%84.6% of our real estate loans as of December 31, 2017,2023, are to borrowers whose collateral is located in Alabama, Arkansas, Florida, Texas, Alabama and New York, the states in which the Company has its branch locations. An adverse development with respect to the market conditions of any of these specific market areas or a decrease in real estate values in those market areas could expose us to a greater risk of loss than a portfolio that is spread among a larger geographic base.

Depressed local economic and housing markets have led to loan losses and reduced earnings in the past and could lead to additional loan losses and reduced earnings.

During the latter years of the last decade, our Florida markets experienced a dramatic reduction in housing and real estate values, coupled with significantly higher unemployment. These conditions contributed to increasednon-performing loans and reduced asset quality during this time period. While market conditions in our Florida markets have improved in recent years leading to resulting improvements in ournon-performing loans and asset quality, any similar future economic downturn or deterioration in real estate values could cause us to incur additional losses relating to increasednon-performing loans. We do not record interest income onnon-accrual loans or other real estate owned, thereby adversely affecting our income and our loan administration costs. When we take collateral in foreclosures and similar proceedings, we are required to mark the related loan to the then-fair market value of the collateral, which may result in a loss. These loans and other real estate owned also increase our risk profile and the capital our regulators believe is appropriate in light of such risks. In addition, the resolution ofnon-performing assets requires significant commitments of time from management and our directors, which can be detrimental to the performance of their other responsibilities. These factors, individually or in the aggregate, could have an adverse effect on our financial condition and results of operations.

Additionally, our success significantly depends upon the growth in population, income levels, deposits and housing starts in our markets. If the communities in which we operate do not grow or if prevailing economic conditions deteriorate locally or nationally, our business may be adversely affected. We are less able than a larger institution to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Moreover, we cannot give any assurance we will benefit from any market growth or favorable economic conditions in our primary market areas if they do occur.

If the value of real estate in our Florida markets were to once again deteriorate, a significant portion of our loans in our Florida market could become under-collateralized, which could have a material adverse effect on us.

As of December 31, 2017, loans in the Florida market totaled $5.26 billion, or 50.9%2023, approximately 72.5% of our total loans receivable. Of the Florida loans, approximately 88.7% were secured by real estate. In prior years, the difficult local economic conditions have adversely affected the values of our real estate collateral, in Florida, and they could do so again if the economic conditions markets were to once again deteriorate in the future. The real estate collateral in each case provides an alternate source of repayment on our loans in the event of default by the borrower but may deteriorate in value during the time credit is extended. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings and capital could be adversely affected.


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Because we have a concentration of exposure to a number of individual borrowers, a significant loss on any of those loans could materially and adversely affect us.

We have a concentration of exposure to a number of individual borrowers. Under applicable law, our bank subsidiary is generally permitted to make loans to one borrowing relationship up to 20% of its Tier 1 capital plus the allowance for loancredit losses. As of December 31, 2017,2023, the legal lending limit of our bank subsidiary for secured loans was approximately $331.3$556.7 million. Our board of directors has established anin-house lending limit of $20.0$40.0 million to any one borrowing relationship without obtaining the approval of bothtwo of the following: our Chairman, John W. Allison, andour Vice Chairman, Jack E. Engelkes, or our director Richard H. Ashley. As of December 31, 2017,2023, we had a total of $3.60$6.93 billion, or 34.8%48.1% of our total loans, committed to the aggregate group of borrowers whose total debt exceeds the establishedin-house lending limit of $20.0$40.0 million.

Our cost of funds may increase as a result of general economic conditions, interest rates and competitive pressures.

Our cost of funds may increase as a result of general economic conditions, interest rates and competitive pressures. We have traditionally obtained funds principally through local deposits, and we have a base of lower cost transaction deposits. Generally, we believe local deposits are a more stable source of funds than other borrowings because interest rates paid for local deposits are typically lower than interest rates charged for borrowings from other institutional lenders. In addition, local deposits reflect a mix of transaction and time deposits, whereas brokered deposits typically are less stable time deposits, which may need to be replaced with higher cost funds. Our costs of funds and our profitability and liquidity are likely to be adversely affected if and to the extent we have tomust rely upon higher cost borrowings from other institutional lenders or brokers to fund loan demand or liquidity needs, and changes in our deposit mix and growth could adversely affect our profitability and the ability to expand our loan portfolio.

The loss of key officersemployees may materially and adversely affect us.

Our success depends significantly on our Chairman, Chief Executive Officer and President, John W. Allison, and our executive officers, especially C. Randall Sims, Brian S. Davis, J. Stephen Tipton and Kevin D. Hester plus Centennial Bank Chairman, Chief Executive Officer and President, Tracy M. French, and our regionalas well as other key Centennial Bank presidents.personnel. Centennial Bank, in particular, relies heavily on its management team’s relationships in its local communities to generate business. The loss of services from a member of our current management team may materially and adversely affect our business, financial condition, results of operations and future prospects.

The value of securities in our investment portfolio may decline in the future.

As of December 31, 2017,2023, we owned $1.89$3.51 billion of available-for-sale investment securities. The fair value of our available-for-sale investment securities may be adversely affected by market conditions, including changes in interest rates, and the occurrence of any events adversely affecting the issuer of particular securities in our investments portfolio. We analyze ourevaluate all securities on a quarterly basis to determine if an other-than-temporary impairment has occurred.any securities in a loss position requires a provision for credit losses in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments. The process for determiningCompany first assesses whether impairmentit intends to sell or is other-than-temporary usually requires complex, subjective judgments aboutmore likely than not that the future financial performanceCompany will be required to sell the security before recovery of its amortized cost basis. If either of the issuercriteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet these criteria, the Company evaluates whether the decline in orderfair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to assesswhich fair value is less than amortized cost, and changes to the probabilityrating of receiving all contractual principalthe security by a rating agency, and interest payments onadverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met. Because of changing economic and market conditions affecting issuers, we may be required to recognize other-than-temporary impairmentrecord provisions for credit losses in future periods, which could have a material adverse effect on our business, financial condition or results of operations.


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As of December 31, 2023, we owned $1.28 billion of held-to-maturity investment securities. Securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed. Because of changing economic and market conditions affecting issuers, we may be required to record provisions for credit losses in future periods, which could have a material adverse effect on our business, financial condition or results of operations.
Our recent results do not indicate our future results and may not provide guidance to assess the risk of an investment in our common stock.

We are unlikely to sustain our historical rate of growth and may not even be able to expand our business at all. Further, our recent growth in prior years may distort some of our historical financial ratios and statistics. Various factors, such as economic conditions, regulatory and legislative considerations and competition, may also impede or prohibit our ability to expand our market presence. If we are not able to successfully grow our business, our financial condition and results of operations could be adversely affected.

We may not be able to raise the additional capital we need to grow and, as a result, our ability to expand our operations could be materially impaired.

Federal and state regulatory authorities require us and our bank subsidiary to maintain adequate levels of capital to support our operations. While we believe that our existing capital (which well exceeds the federal and state capital requirements) will be sufficient to support our current operations, anticipated expansion and potential acquisitions, factors such as faster than anticipated growth, reduced earnings levels, operating losses, changes in economic conditions, revisions in regulatory requirements, or additional acquisition opportunities may lead us to seek additional capital.

Our ability to raise additional capital, if needed, will depend on our financial performance and on conditions in the capital markets at that time, which are outside our control. If we need additional capital but cannot raise it on terms acceptable to us, our ability to expand our operations could be materially impaired, our business, financial condition, results of operations and prospects may be adversely affected, and our stock price may decline.

Our growth and expansion strategy may not be successful, and our market value and profitability may suffer.

Growth through the acquisition of banks or specific bank assets or liabilities, including FDIC-assisted transactions, andde novo branching represent important components of our business strategy. AcquisitionsBank acquisitions are subject to regulatory approval, and we cannot assure that we will be able to obtain approval for a proposed acquisition in a timely manner or at all. Any future acquisitions we might make will also be accompanied by other risks commonly encountered in acquisitions. These risks include, among other things:

credit risk associated with the acquired bank’s loans and investments;

the use of inaccurate estimates and judgments to evaluate credit, operations, management and market risks with respect to the target institution or assets;

the potential exposure to unknown or contingent liabilities related to the acquisition;

the time and expense required to integrate an acquisition;

the effectiveness of integrating operations, personnel and customers;

risks of impairment to goodwill or other than temporary impairment; and

potential disruption of our ongoing business.


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We expect that competition for suitable acquisition candidates may be significant. We may compete with other banks or financial service companies with similar acquisition strategies, many of which are larger and have greater financial and other resources. We cannot assure you that we will be able to successfully identify and acquire suitable acquisition targets on acceptable terms and conditions.

We may continue to have opportunities from time to time to acquire the assets and liabilities of failed banks in FDIC-assisted transactions. These acquisitions involve risks similar to acquiring existing banks even though the FDIC might provide assistance to mitigate certain risks such as sharing in exposure to loan losses and providing indemnification against certain liabilities of the failed institution. However, because these acquisitions are structured in a manner that would not allow us the time normally associated with preparing for integration of an acquired institution, we may face additional risks in FDIC-assisted transactions. These risks include, among other things, the loss of customers, strain on management resources related to collection and management of problem loans and problems related to integration of personnel and operating systems.

In addition to the acquisition of existing financial institutions or their assets or liabilities, as opportunities arise, we may grow throughde novobranching.De novobranching, and any acquisition carry with them numerous risks, including the following:

the inability to obtain all required regulatory approvals;

the significant upfront costs and anticipated operating losses associated with establishing ade novo branch or a new bank;

the significant upfront costs and anticipated operating losses associated with establishing a de novo branch or a new bank;
the inability to secure the services of qualified senior management;

the local market receptivity for branches established or banks acquired outside of those markets in which we currently maintain a material presence;

the local economic conditions within the market to be served by thede novo branch or new bank;

the local economic conditions within the market to be served by the de novo branch or new bank;
the inability to obtain attractive locations within a new market at a reasonable cost; and

the additional strain on management resources and internal systems and controls.

We cannot assure that we will be successful in overcoming these risks or any other problems encountered in connection with acquisitions (including FDIC-assisted transactions) andde novo branching. Our inability to overcome these risks could have an adverse effect on our ability to achieve our business strategy and maintain our market value and profitability.

There

If we acquire additional banks or bank assets in the future, there may be undiscovered risks or losses associated with our banksuch acquisitions which would have a negative impact upon our future income.

Our growth strategy includes strategic acquisitions of banks.banks or bank assets. We have acquired 2223 banks since we started our first subsidiary bank in 1999, including a total of 1718 banks since 2010. We completed the acquisition of Happy Bancshares, headquartered in Amarillo, Texas, during the second quarter of 2022. We will continue to consider future strategic acquisitions, with a primary focus on Texas, Arkansas, Florida, South Alabama and other nearby markets. In most cases, our acquisition of a bank includes the acquisition of all or a substantial portion of the target bank’s assets and liabilities, including all or a substantial portion of its loan portfolio.portfolio, although we have in the past acquired and may in the future acquire specific lending divisions or loan portfolios. There may be instances when we, under our normal operating procedures, may find after the acquisition that there may be additional losses or undisclosed liabilities with respect to the assets and liabilities of the target bank, and, with respect to its loan portfolio, that the ability of a borrower to repay a loan may have become impaired, the quality of the value of the collateral securing a loan may fall below our standards, or our determination of the fair value of any such loan may be inadequate. One or more of these factors might cause us to have additional losses or liabilities, additional loan charge-offs, or increases in allowancesour allowance for loancredit losses, which would have a negative impact upon our financial condition and results of operations.

Changes in national and local economic conditions could lead to higher loan charge-offs in connection with our acquisitions.

In connection with our acquisitions since 2010, we have acquired a significant portfolio


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Table of loans. Although we marked down the loan portfolios we have acquired, there is no assurance that thenon-impaired loans we acquired will not become impaired or that the impaired loans will not suffer further deterioration in value resulting in additional charge-offs to the acquired loan portfolio. Fluctuations in national, regional and local economic conditions, including those related to local residential and commercial real estate and construction markets, may increase the level of charge-offs we make to our loan portfolio, and, may consequently, reduce our net income. Such fluctuations may also increase the level of charge-offs on the loan portfolios we have acquired in the acquisitions and correspondingly reduce our net income. These fluctuations are not predictable, cannot be controlled and may have a material adverse impact on our operations and financial condition even if other favorable events occur.

Contents

If the goodwill that we may record or have recorded in connection with a business acquisition becomes impaired, it could require charges to earnings.

When we acquire a business, a portion of the purchase price of the acquisition is generally allocated to goodwill and other identifiable intangible assets. The amount of the purchase price that is allocated to goodwill and other intangible assets is determined by the excess of the purchase price over the net identifiable assets acquired. At December 31, 2017,2023, our goodwill and other identifiable intangible assets were $977.3 million.$1.45 billion. Under current accounting standards, if we determine goodwill or intangible assets are impaired because, for example, the acquired business does not meet projected revenue targets or certain key employees leave, we are required to write down the carrying value of these assets. We conduct a review at least annually to determine whether goodwill is impaired. Our annual goodwill impairment evaluation performed during the fourth quarter of 20172023 indicated no impairment of goodwill for our reporting segments. We cannot provide assurance, however, that we will not be required to take an impairment charge in the future. Any impairment charge would have an adverse effect on our shareholders’ equity and financial results and could cause a decline in our stock price.

Our acquisitions have caused us to modify our disclosure controls and procedures, which may not result in the material information that we are required to disclose in our SEC reports being recorded, processed, summarized, and reported timely.

Our management is responsible for establishing and maintaining effective disclosure controls and procedures that are designed to cause the material information that we are required to disclose in reports that we file or submit under the Exchange Act to be recorded, processed, summarized, and reported to the extent applicable within the time periods required by the SEC’s rules and forms. As a result of our acquisitions, we may implement changes to processes, information technology systems and other components of internal control over financial reporting as part of our integration activities. Notwithstanding any changes to our disclosure controls and procedures resulting from our evaluation of the same after the acquisition, our control systems, no matter how well designed and operated, may not result in the material information that we are required to disclose in our SEC reports being recorded, processed, summarized, and reported within required time periods. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. If, as a result of our acquisitions or otherwise, we are unable to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting, investors and customers may lose confidence in the accuracy and completeness of our financial reports, we may suffer adverse regulatory consequences or violate listing standards, and the market price of our common stock could decline.

Competition from other financial institutions and financial service providers may adversely affect our profitability.

We face substantial competition in all phases of our operations from a variety of different competitors. We experience strong competition, not only from commercial banks, savings and loan associations and credit unions, but also from mortgage banking firms, consumer finance companies, securities brokerage firms, insurance companies, money market funds and other financial services providers operating in or near our market areas. We compete with these institutions both in attracting deposits and in making loans.

Many of our competitors are much larger national and regional financial institutions. We may face a competitive disadvantage against them as a result of our smaller size and resources and our lack of geographic diversification. Due to their size, larger competitors can achieve economies of scale and may offer a broader range of products and services or more attractive pricing than us. If we are unable to offer competitive products and services, our business may be negatively affected. Many of our competitors are not subject to the same degree of regulation that we are as an FDIC-insured institution, which gives them greater operating flexibility and reduces their expenses relative to ours. As a result, thesenon-bank competitors have certain advantages over us in accessing funding and in providing various services.

We also compete against community banks that have strong local ties. These smaller institutions are likely to cater to the same small andmid-sized businesses that we target and to use a relationship-based approach similar to ours. In addition, our competitors may seek to gain market share by pricing below the current market rates for loans and paying higher rates for deposits. The banking business in our primary market areas is very competitive, and the level of competition facing us may increase further, which may limit our asset growth and financial results.

We continually encounter technological change, and we may have fewer resources than many of our competitors to continue to invest in technological improvements and innovations.

The financial services industry is undergoingcontinues to undergo rapid technological changes, with frequentincluding the development and use of artificial intelligence ("AI"). Frequent introductions of new technology-driven products and services, including innovative ways that customers can make payments or manage their accounts, such as through the use of digital wallets or digital currencies.currencies, are continually occurring. In addition to better serving customers, effective use of technology increases efficiency and enables financial institutions to reduce costs. Our future success will depend, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. New and evolving AI use, including generative AI, may make us susceptible to uncertain risks and may require additional investment to develop responsible use frameworks. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to our clients, which may adversely affect our results of operations and future prospects.


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A failure in or breach of our operational or security systems, or those of our third partythird-party service providers, including as a result of cyber-attacks, could disrupt our business, result in unintentional disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses.

As a financial institution, our operations rely heavily on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Any failure, interruption or breach in security or operational integrity of these systems could result in failures or disruptions in our online banking system, customer relationship management, general ledger, deposit and loan servicing and other systems. The security and integrity of our systems could beare increasingly threatened by a variety of interruptions or information security breaches, including those caused by computer hacking, cyber-attacks, electronic fraudulent activity or attempted theft of financial assets. Our information systems have from time to time experienced such interruptions or breaches despite our best efforts to prevent them. We cannot assure you that any suchfuture failures, interruption or security breaches will not occur, or if they do occur that they will be adequately addressed.addressed, or that any such events that have occurred or may occur in the future will not result in material harm to our business, operations, reputation or profitability. While we have certain protective policies and procedures in place, the nature and sophistication of the threats continue to evolve. We may be required to expend significant additional resources in the future to modify and enhance our protective measures.

Additionally, we face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including exchanges, clearing agents, clearing houses or other financial intermediaries. Such parties could also be the source of an attack on, or breach of, our operational systems. Any failures, interruptions or security breaches in our information systems could damage our reputation, result in a loss of customer business, result in a violation of privacy or other laws, or expose us to civil litigation, regulatory fines or losses not covered by insurance.

Future hurricanes

We may incur losses as a result of unforeseen or catastrophic events, including extreme weather events or other adverse weather events could negatively affect our local economies or disrupt our operations, which would have an adverse effect on us.

natural disasters.

As illustrated in recent years by the impact of Hurricane Irma,Hurricanes Michael, Ian and Idalia our markets in Alabama and Florida, like other coastal areas, are susceptible to hurricanes and tropical storms. Such weather events can disrupt our operations, result in damage to our properties and negatively affect the local economies in which we operate. We cannot predict whether or to what extent damage that may be caused by future unforeseen catastrophic events, including hurricanes, or other extreme weather events and natural disasters, will affect our operations or the economies in our market areas, but such weather events could result in a decline in loan originations, a decline in the value or destruction of properties or other collateral securing our loans and an increase in the delinquencies, foreclosures and loan losses. Our business or results of operations may be adversely affected by these and other negative effects of hurricanes or other significant weathersuch events.

We may incur environmental liabilities with respect to properties to which we take title.

A significant portion of our loan portfolio is secured by real property. In the course of our business, we may own or foreclose and take title to real estate and could become subject to environmental liabilities with respect to these properties. In addition, we acquire branches and real estate in connection with our acquisitions of banks. We may become responsible to a governmental agency or third parties for property damage, personal injury, investigation andclean-up costs incurred by those parties in connection with environmental contamination or may be required to investigate orclean-up hazardous or toxic substances, or chemical releases at a property. The costs associated with environmental investigation or remediation activities could be substantial. If we were to become subject to significant environmental liabilities, it could have a material adverse effect on our results of operations and financial condition.

Our operations could be interrupted if certain external vendors on which we rely experience difficulty, terminate their services or fail to comply with banking laws and regulations.

We depend to a significant extent on relationships with third party service providers. Specifically, we utilize third partythird-party core banking services and receive credit card and debit card services, branch capture services, Internet banking services and services complementary to our banking products from various third partythird-party service providers. If these third partythird-party service providers experience difficulties or terminate their services and we are unable to replace them with other service providers, our operations could be interrupted. It may be difficult for us to replace some of our third partythird-party vendors, particularly vendors providing our core banking, credit card and debit card services, in a timely manner if they were unwilling or unable to provide us with these services in the future for any reason. If an interruption were to continue for a significant period of time, it could have a material adverse effect on our business, financial condition or results of operations. Even if we are able to replace them, it may be at higher cost to us, which could have a material adverse effect on our business, financial condition or results of operations. In addition, if a third partythird-party provider fails to provide the services we require, fails to meet contractual requirements, such as compliance with applicable laws and regulations, or suffers a cyber-attack or other security breach, our business could suffer economic and reputational harm that could have a material adverse effect on our business, financial condition or results of operations.

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Our earnings could be adversely impacted by incidences of fraud and compliance failure.

Financial institutions are inherently exposed to fraud risk. A fraud can be perpetrated by a customer of our bank subsidiary, an employee, a vendor, or members of the general public. We are most subject to fraud and compliance risk in connection with the origination of loans, ACH transactions, wire transactions, ATM transactions, and checking transactions. Our largest fraud risk, associated with the origination of loans, includes the intentional misstatement of information in property appraisals or other underwriting documentation provided to us by third parties. Compliance risk is the risk that loans are not originated in compliance with applicable laws and regulations and our standards. There can be no assurance that we can prevent or detect acts of fraud or violation of law or our compliance standards by the third parties that we deal with. Repeated incidences of fraud or compliance failures would adversely impact the performance of our loan portfolio.

Risks Related to Our Acquisition of Stonegate Bank

Our financial results and condition could be adversely affected if we fail to realize the expected benefits of the Stonegate acquisition or it takes longer than expected to realize those benefits.

Following our acquisition of Stonegate Bank (“Stonegate”) on September 26, 2017, we began the process of integrating the businesses of Stonegate. We have plans to complete the overall integration of the two businesses during the first quarter of 2018. This integration process could result in the loss of key employees, the disruption of ongoing businesses and the loss of customers and their business and deposits. It may also divert management attention and resources from other operations and limit our ability to pursue other acquisitions. There is no assurance that we will realize the cost savings and other financial benefits of the acquisition when and in the amounts expected.

We may incur losses on loans, securities and other acquired assets of Stonegate that are materially greater than reflected in our fair value adjustments.

As of December 31, 2017, we have recorded at fair value all credit-impaired loans acquired in the merger of Stonegate Bank into Centennial Bank based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. We may not realize the estimated cash flows or fair value of these loans. In addition, although the difference between thepre-merger carrying value of the credit-impaired loans and their expected cash flows—the“non-accretable difference”—is available to absorb future charge-offs, we may be required to increase our allowance for credit losses and related provision expense because of subsequent additional credit deterioration in these loans.

Our banking relationships with the Cuban government and Banco Internacional de Comercia, S.A. (“BICSA”) as a result of our Stonegate acquisition may increase our compliance risk and compliance costs.

U.S. persons, including U.S. banks, are restricted in their ability to establish relationships and engage in transactions with Cuba and Cuban persons pursuant to the existing U.S. embargo and the Cuban Assets Control Regulations. However, we maintain a customer relationship to handle the accounts for Cuba’s diplomatic missions at the United Nations and for the Cuban Interests Section (now the Cuban Embassy) in Washington, D.C. This relationship was established in May 2015 pursuant to a special license granted to Stonegate Bank by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) in connection with the reestablishment of diplomatic relations between the U.S. and Cuba. In July 2015, Stonegate Bank established a correspondent banking relationship with Banco Internacional de Comercio, S.A. (“BICSA”) in Havana, Cuba.

Cross-border correspondent banking relationships pose unique risks because they create situations in which a U.S. financial institution will be handling funds from a foreign financial institution whose customers may not be transparent to the U.S. financial institution. Moreover, Cuban financial institutions are not subject to the same or similar regulatory guidelines as U.S. banks; therefore, these foreign institutions may pose a higher money laundering risk to their respective U.S. bank correspondent(s). Investigations have determined that, in the past, foreign correspondent accounts have been used by drug traffickers and other criminal elements to launder funds. Shell companies are sometimes used in the layering process to hide the true ownership of accounts at foreign correspondent financial institutions. Because of the large amount of funds, multiple transactions, and the U.S. bank’s potential lack of familiarity with a foreign correspondent financial institution’s customer, criminals and terrorists can more easily conceal the source and use of illicit funds. Consequently, we may have a higher risk of noncompliance with the Bank Secrecy Act and Anti-Money Laundering (“BSA/AML”) rules due to its new correspondent banking relationship with BICSA and will likely need to more closely monitor transactions related to correspondent accounts in Cuba, potentially resulting in increased compliance costs. Our failure to strictly adhere to the terms and requirements of our OFAC license or our failure to adequately manage our BSA/AML compliance risk in light of our new correspondent banking relationship with BICSA could result in regulatory or other actions being taken against us, which could significantly increase our compliance costs and materially and adversely affect our results of operations.

Risks Related to Owning Our Stock

The rights of our common shareholders are subordinate to the holders of any debt securities that we may issue from time to time and may be subordinate to the holders of any series of preferred stock that may issue in the future.

On April 3, 2017,January 18, 2022, we issued $300.0 million of 5.625%3.125% fixed-to-floating rate subordinated notes, which mature in 2027. 2032, and on April 1, 2022, the Company acquired $140.0 million of subordinated notes from Happy, which mature in 2030 and carry a fixed rate of 5.500% for the first five years. Thereafter, the notes bear interest at 3-month Secured Overnight Funding Rate (SOFR) plus 5.345%, resetting quarterly. Because these subordinated notes are senior to our shares of common stock, in the event of our bankruptcy, dissolution or liquidation, the holders of theany such subordinated notes then outstanding must be satisfied before any distributions can be made to the holders of our common stock.

As

Our board of December 31, 2017, we also have $73.3 million of outstanding subordinated debentures issued in connection with trust preferred securities. Payments of the principal and interest on the trust preferred securities are unconditionally guaranteed by us. The subordinated debentures are senior to our shares of common stock. As a result, we must make payments on the subordinated debentures (and the related trust preferred securities) before any dividends can be paid on our common stock and, in the event of our bankruptcy, dissolution or liquidation, the holders of the debentures must be satisfied before any distributions can be made to the holders of our common stock. We have the right to defer distributions on the subordinated debentures (and the related trust preferred securities) for up to five years, during which time no dividends may be paid to holders of our capital stock. If we elect to defer or if we default with respect to our obligations to make payments on these subordinated debentures, this would likely have a material adverse effect on the market value of our common stock.

Our Board of Directorsdirectors has the authority to issue in the aggregate up to 5,500,000 shares of preferred stock, and to incur senior or subordinated indebtedness, generally without shareholder approval. Our preferred stock could be issued with voting, liquidation, dividend and other rights that may be superior to the rights of our common stock. In addition, like our outstanding subordinated debentures, any future indebtedness that we incur would be expected to be senior to our common stock with respect to payment upon liquidation, dissolution or winding up. Accordingly, common shareholders bear the risk that our future issuances of debt or equity securities or our incurrence of other borrowings will negatively affect the market price of our common stock.

We may be unable to, or choose not to, pay dividends on our common stock.

Although we have paid a quarterly dividend on our common stock since 2003 and expect to continue this practice, we cannot assure you of our ability to continue. Our ability to pay dividends depends on the following factors, among others:

We may not have sufficient earnings since our primary source of income, the payment of dividends to us by our bank subsidiary, is subject to federal and state laws that limit the ability of that bank to pay dividends.

Federal Reserve Board policy requires bank holding companies to pay cash dividends on common stock only out of net income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition.

Before dividends may be paid on our common stock in any year, payments must be made on our subordinated debentures.

Our board of directors may determine that, even though funds are available for dividend payments, retaining the funds for internal uses, such as expansion of our operations, is a better strategy.

If we fail to pay dividends, capital appreciation, if any, of our common stock may be the sole opportunity for gains on an investment in our common stock. In addition, in the event our bank subsidiary becomes unable, due to regulatory restrictions, capital planning needs or otherwise, to pay dividends to us, we may not be able to service our debt, pay our other obligations or pay dividends on our common stock. Accordingly, our inability to receive dividends from our bank subsidiary could also have a material adverse effect on our business, financial condition and results of operations and the value of your investment in our common stock.

Our stock trading volume may not provide adequate liquidity for investors.

Although shares of our common stock are listed for trading on the NASDAQ Global Select Market, the average daily trading volume in the common stock is less than that of other larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of a sufficient number of willing buyers and sellers of the common stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the daily average trading volume of our common stock, significant sales of the common stock in a brief period of time, or the expectation of these sales, could cause a decline in the price of our common stock.

Item 1B.UNRESOLVED1B. UNRESOLVED STAFF COMMENTS

There are currently no unresolved Commission staff comments received by the Company more than 180 days prior to the end of the fiscal year covered by this annual report.

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Item 2.PROPERTIES

1C. CYBERSECURITY

Cybersecurity Risk Management
Cybersecurity is critical to supporting our business and protecting our customers in an increasingly complex environment. We face a variety of cybersecurity threats including attacks that are common to most industries, such as ransomware and denial-of-service, as well as attacks from advanced and highly organized adversaries targeting financial services companies. Our information systems have from time to time experienced such attacks despite our best efforts to prevent them. Our customers, suppliers, and other third parties also face similar cybersecurity threats, and a cybersecurity incident impacting any party could have a material impact on our operations, performance, or operating results. None of these threats or incidents have to date materially affected our business strategy, results of operations, or financial condition. However, we cannot assure that any future security breaches will not occur or that any such events that have occurred or may occur in the future will not result in material harm to our business, operations, reputation or profitability. These threats and related risks highlight the importance of allocating resources to protect the Company and our customers.
The Company maintains a formal Information Security Program that includes risk assessments regularly conducted by internal resources as well as third-party experts. These assessments are used to evaluate potential security threats that may have a negative impact on the organization, detect potential vulnerabilities and mitigate any identified security risks. Our program leverages industry standards and frameworks and is designed to protect the confidentiality, integrity, and availability of our information assets and systems.
The Information Security Program is led by the Chief Information Security Officer ("CISO"), who reports to the Chief Risk Officer. The Chief Risk Officer has oversight of the Company’s risk management framework, which includes the Information Security Program. The CISO provides program oversight and direction, including adjustments in response to changes in technology, threats, business processes, and regulatory or statutory requirements. The CISO works collaboratively with information technology staff, operational management, and functional stakeholders to implement a program designed to protect our information systems from cybersecurity threats and promptly respond to potential cybersecurity incidents. The CISO has over 24 years of experience in the fields of information technology and cybersecurity, most at a Fortune 500 global technology company, and maintains multiple professional cybersecurity certifications.
Our Information Security Program consists of several elements including:
Incident Monitoring and Response. We have 24x7 security cybersecurity monitoring, which utilizes both third-party cybersecurity experts and leading tools to monitor activity in our information systems. We also maintain an incident response plan and playbooks that define our response to a cybersecurity incident, including a cross-functional incident response process that includes key stakeholders such as senior leaders and legal, and leverages our technological resources and third-party service providers. Through ongoing communication with these teams, the CISO monitors the prevention, detection, mitigation, and remediation of cybersecurity incidents in real time, and reports such incidents to leadership when appropriate pursuant to internal guidelines governing the reporting of such events.
Threat and Vulnerability Management. We maintain a threat and vulnerability management program that leverages multiple data sources to proactively identify, assess, and mitigate changing cybersecurity risks. This program incorporates vulnerability scanning and threat intelligence capabilities, which are in place to help safeguard information assets. We also share and receive threat intelligence with government agencies, the Financial Services Information Sharing and Analysis Center ("FS-ISAC") and cybersecurity vendors and leaders in the cybersecurity industry.
Infrastructure and Data Protection. We have technical and organizational safeguards that are designed to protect our networks, systems, and data from cybersecurity threats, including: firewalls, intrusion prevention and detection systems, network and endpoint anti-malware protections, and access controls such as privileged access management. Our information security and information technology teams collaborate regularly to assess the security of current and future infrastructure changes.
Third-Party Risk Management. We run a third-party risk management program designed to identify and manage risks, including cybersecurity risks, involving our third-party providers. This includes performing due diligence and assessment of each provider’s cybersecurity posture as well as periodic re-assessments.
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Security Training and Awareness. We provide ongoing education and training to employees regarding cybersecurity threats and the role they play in helping prevent and detect these threats. This includes regular phishing simulations, with training provided for any failures, as well as periodic communications via the internal company portal concerning threats, best practices, and technology changes to improve security. We also work with the Company marketing department to periodically publish articles on our website to raise security awareness with our customers.
While we maintain teams that specialize in cybersecurity and information technology, we also leverage third-party experts to provide objective feedback on our program and posture. These are accomplished via penetration tests, security posture assessments, and technology consulting. These independent evaluations help validate existing controls, identify potential focus areas, and aid in securely deploying technology in an increasingly complex environment.
Our cybersecurity program is evaluated regularly by both the internal audit function as well as third-party audit firms. These audits help ensure our program is appropriate to address the changing threat landscape and aligns to industry standards such as the National Institute of Standards and Technology Cybersecurity Framework, as well as other legal and regulatory guidance including the Federal Financial Institutions Examination Council Cybersecurity Assessment Tool, Conference of State Bank Supervisors Ransomware Self-Assessment Tool, the Gramm-Leach-Bliley Act and the Sarbanes-Oxley Act. Controls are reviewed for adequacy and design at least annually, and both internal and third-party audits aid in identifying areas for continued focus, providing assurance that controls are appropriately designed and operating effectively. Additionally, we meet regularly with examiners from the Federal Reserve and the Arkansas State Bank Department to review our cybersecurity program and discuss the changing threat landscape.
Our cybersecurity personnel maintain current knowledge through training, obtaining professional certifications, and participation in industry groups such as FS-ISAC, American Bankers Association and Mid-Sized Banking Coalition of America. Company cybersecurity personnel expand and test their knowledge of cyber threats and countermeasures through additional on-the-job training and periodic simulated exercises to practice their response to real-life threats. We maintain a training budget and personnel are encouraged to obtain formal training and industry-approved certifications as appropriate for their roles and responsibilities. Some of the certifications held by our information security personnel include CERT Insider Threat Program Manager, GIAC Information Security Professional, GIAC Security Leadership, GIAC Continuous Monitoring, GIAC Certified Forensic Analyst, CompTIA Security+ and ISC2 Certified Information Systems Security Professional.
Board Oversight and Governance
Our Board of Directors (the “Board”), in conjunction with management, is responsible for assessing which risks are warranted and acceptable, based on management’s ability to:
identify and understand such risks;
measure the degree of exposure to such risks;
monitor the changing nature of the risk and related exposure; and
develop and implement processes and procedures to control such risks.
The Board and management define risk tolerances in the policies of the Company. The Board maintains oversight of risks from cybersecurity related threats, through various committees including the Audit and Risk Committee and the bank's Executive Risk Committee. The CISO reports to the Executive Risk Committee. The CISO provides periodic reports to directors that permit them to measure management’s compliance with the defined risk limits and to gauge the changing nature of risk inherent in the Company’s chosen lines of business and operations and as a result of changing factors within the Company, such as management and personnel changes, and technology changes. This includes an annual program update to the Executive Risk Committee and the Board.All Board members undergo annual cybersecurity training by third-party cybersecurity experts on cybersecurity threats, industry trends, and other topics relevant to financial institutions.This training and their overall knowledge of the financial industry provides a solid foundation for understanding cyber risk and their oversight responsibility.
Executive Risk Committee.The Executive Risk Committee (“ERC”) is responsible for oversight of our bank subsidiary’s enterprise risk management framework and overall risk management practices and includes members of our Board, the board of directors of our bank subsidiary, and both executive and senior level management of the bank. The ERC oversees the policy review and approval program based upon the risk appetite of the Board, assists in the development and monitoring of risk identification and escalation processes, ensures that ongoing monitoring is in place to identify risks that could affect the achievement of the Company’s key strategic goals and objectives, and ensures that the Board has the proper information to adequately assess the risks facing the Company. Cybersecurity reports and issues are presented at least quarterly to the ERC.
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Information Technology/Security Committee. The Information Technology/Security Committee (“ITSC”) is a management level committee that serves at the direction of the Board and provides oversight of the Company’s information technology and information security programs. The members of the ITSC include management and leaders with an expansive background in information technology and cybersecurity. The ITSC meets monthly to review information security and information technology reports and issues.It reports meeting minutes to the Board and ensures the Board has the proper information to adequately assess the risks facing the Company by maintaining oversight of:
effective strategic information technology and information security planning and performance;
major projects, priorities, and overall performance;
the adequacy and allocation of resources; and
the risks involved with the information technology and information security functions.
Item 2. PROPERTIES
The Company’s main office is located in a Company-owned 33,000 square foot building located at 719 Harkrider Street in downtown Conway, Arkansas. As of December 31, 2017,2023, our bank subsidiary owned or leased a total of 76 branches located in Arkansas, 8878 branches in Florida, 63 branches in Texas, five branches in South Alabama and one branch in New York City. The Company also owns or leases other buildings that provide space for operations, mortgage lending and other general purposes. We believe that our banking and other offices are in good condition and are suitable to our needs.

Item 3.LEGAL3. LEGAL PROCEEDINGS

While we and our bank subsidiary and other affiliates are from time to time parties to various legal proceedings arising in the ordinary course of their business, management believes, after consultation with legal counsel, that there are no proceedings threatened or pending against us or our bank subsidiary or other affiliates that will, individually or in the aggregate, have a material adverse effect on our business or consolidated financial condition.

Item 4.MINE4. MINE SAFETY DISCLOSURE

Not applicable.

PART II

Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock is listed on the NASDAQ Global Select MarketNew York Stock Exchange under the symbol “HOMB.” Set forth below are the high and low sales prices for our common stock as reported by the NASDAQ Global Select Market for the two most recently completed fiscal years. Also set forth below are dividends declared per share in each of these periods:

   Price per Common Share   Quarterly
Dividends
Per Common
 
   High   Low   Share 

2017

      

First Quarter

  $29.45   $25.87   $0.0900 

Second Quarter

   26.40    22.82    0.0900 

Third Quarter

   25.86    21.22    0.1100 

Fourth Quarter

   25.80    21.39    0.1100 

2016

      

First Quarter

  $21.29   $17.07   $0.0750 

Second Quarter

   22.30    18.55    0.0875 

Third Quarter

   23.50    18.91    0.0900 

Fourth Quarter

   28.46    19.89    0.0900 

As of February 23, 2018,16, 2024, there were approximately 1,4991,626 stockholders of record of the Company’s common stock.

Our policy is to declare regular quarterly dividends based upon our earnings, financial position, capital improvements and such other factors deemed relevant by the Board of Directors. TheWe currently expect to continue declaring and paying quarterly cash dividends comparable to our historical quarterly dividend payments. Our dividend policy is subject to change, however, and the payment of dividends is not necessarily dependent upon the availability of earnings and future financial condition. Information regarding regulatory restrictions on our ability to pay dividends is discussed in “Supervision and Regulation – Payment of Dividends.”

There were no sales of our unregistered securities during the period covered by this report.

During the three months ended December 31, 2017,2023, the Company utilized a portion of its stock repurchase program most recently amended and approved by the Board of Directors on January 20, 2017. Additionally, on February 21, 2018, the Board of Directors of the Company authorized the repurchase of up to an additional 5,000,000 shares of the Company’s common stock under this repurchase program.22, 2021. The following table sets forth information with respect to purchases made by or on behalf of the Company of shares of the Company’s common stock during the periods indicated:


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Issuer Purchases of Equity Securities

Period

  Number of
Shares
Purchased
   Average Price
Paid Per Share
Purchased
   Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
   Maximum
Number of
Shares That

May Yet Be
Purchased

Under the Plans
or Programs
 

October 1 through October 31, 2017

   22,800   $22.72    22,800    5,262,136 

November 1 through November 31, 2017

   35,000    21.96    35,000    5,227,136 

December 1 through December 31, 2017

   —      —      —      5,227,136 
  

 

 

     

 

 

   

Total

   57,800      57,800   
  

 

 

     

 

 

   

Period
Number of
Shares
Purchased
Average Price
Paid Per Share
Purchased
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs(1)
October 1 through October 31, 2023530,000 $21.00 530,000 17,051,285 
November 1 through November 30, 2023220,000 21.31 220,000 16,831,285 
December 1 through December 31, 202365,000 23.03 65,000 16,766,285 
Total815,000 815,000 
(1)The above described stock repurchase program has no expiration date.

Performance Graph

Below is a graph which summarizes the cumulative return earned by the Company’s stockholders since December 31, 2012,2018, compared with the cumulative total return on the Russell 2000 Index and SNL Bank and ThriftS&P U.S. BMI Banks Index. This presentation assumes that the fair value of the investment in the Company’sCompany's common stock and each index was $100.00 on December 31, 20122018 and that the subsequent cash dividends were reinvested.

   Period Ending 

Index

  12/31/12   12/31/13   12/31/14   12/31/15   12/31/16   12/31/17 

Home BancShares, Inc.

   100.00    229.02    199.43    254.97    355.04    302.20 

Russell 2000 Index

   100.00    138.82    145.62    139.19    168.85    193.58 

SNL Bank and Thrift Index

   100.00    136.92    152.85    155.94    196.86    231.49 

1716
 Period Ending
Index12/31/1812/31/1912/31/2012/31/2112/31/2212/31/23
Home BancShares, Inc.100.00 123.70 126.54 161.83 155.79 178.88 
Russell 2000 Index100.00 125.53 150.58 172.90 137.56 160.85 
S&P U.S. BMI Banks Index100.00 137.36 119.83 162.92 135.13 147.41 
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Item 6.SELECTED6. SELECTED FINANCIAL DATA.

Summary Consolidated Financial Data

 

 
   As of or for the Years Ended December 31, 
   2017  2016  2015  2014  2013 
   (Dollars and shares in thousands, except per share data) 

Income statement data:

      

Total interest income

  $520,251  $436,537  $377,436  $335,888  $217,126 

Total interest expense

   64,346   30,579   21,724   18,870   14,531 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net interest income

   455,905   405,958   355,712   317,018   202,595 

Provision for loan losses

   44,250   18,608   25,164   22,664   5,180 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net interest income after provision for loan losses

   411,655   387,350   330,548   294,354   197,415 

Non-interest income

   99,636   87,051   65,498   44,762   40,365 

Non-interest expense

   240,208   191,755   177,555   161,943   133,307 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income before income taxes

   271,083   282,646   218,491   177,173   104,473 

Income tax expense

   136,000   105,500   80,292   64,110   37,953 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net income

  $135,083  $177,146  $138,199  $113,063  $66,520 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Per share data:

      

Basic earnings per common share

  $0.90  $1.26  $1.01  $0.86  $0.58 

Diluted earnings per common share

   0.89   1.26   1.01   0.85   0.57 

Book value per common share

   12.70   9.45   8.55   7.51   6.46 

Tangible book value per common share(1)(4)

   7.07   6.63   5.71   4.95   3.97 

Dividends – common

   0.4000   0.3425   0.275   0.175   0.145 

Average common shares outstanding

   150,806   140,418   136,615   131,902   115,816 

Average diluted shares outstanding

   151,528   140,713   137,130   132,662   116,504 

Performance ratios:

      

Return on average assets

   1.17  1.85  1.68  1.63  1.43

Return on average assets excluding intangible amortization(5)

   1.26   1.95   1.79   1.75   1.52 

Return on average common equity

   8.23   14.08   12.77   12.34   11.27 

Return on average tangible common equity excluding intangible amortization(1)(6)

   12.92   20.82   19.37   19.80   15.26 

Net interest margin(3)(9)

   4.51   4.81   4.98   5.37   5.19 

Net interest margin(non-GAAP)(3)

   4.12   4.26   4.23   4.20   4.26 

Efficiency ratio(8)

   41.89   37.65   40.44   42.67   52.44 

Core efficiency ratio(non-GAAP)(8)

   37.66   36.55   39.48   41.23   45.49 

Asset quality:

      

Non-performing assets to total assets

   0.44  0.81  0.89  1.18  1.84

Non-performing loans to total loans

   0.43   0.85   0.96   1.23   1.66 

Allowance for loan losses tonon-performing loans

   246.70   126.74   109.00   88.65   59.12 

Allowance for loans losses to total loans

   1.07   1.08   1.04   1.09   0.98 

Net charge-offs to average total loans

   0.17   0.11   0.22   0.22   0.51 

Summary Consolidated Financial Data
As of or for the Years Ended December 31,
202320222021
(Dollars and shares in thousands, except per share data)
Income statement data:
Total interest income$1,175,053 $877,766 $625,171 
Total interest expense348,108 119,090 52,200 
Net interest income826,945 758,676 572,971 
Provision for (recovery of) credit losses12,133 63,585 (4,752)
Net interest income after provision for credit losses814,812 695,091 577,723 
Non-interest income169,934 175,111 137,569 
Non-interest expense472,863 475,627 298,517 
Income before income taxes511,883 394,575 416,775 
Income tax expense118,954 89,313 97,754 
Net income$392,929 $305,262 $319,021 
Per share data:
Basic earnings per common share$1.94 $1.57 $1.94 
Diluted earnings per common share1.94 1.57 1.94 
Book value per common share18.81 17.33 16.90 
Tangible book value per common share (non-GAAP)(1)(2)
11.63 10.17 10.80 
Dividends – common0.72 0.66 0.56 
Average common shares outstanding202,627 194,694 164,501 
Average diluted shares outstanding202,773 195,019 164,858 
Performance ratios:
Return on average assets1.77 %1.35 %1.83 %
Return on average assets excluding intangible Amortization (non-GAAP)(3)
1.93 1.47 1.96 
Return on average common equity10.82 9.17 11.89 
Return on average tangible common equity excluding intangible amortization (non-GAAP)(1)(4)
18.36 15.63 19.20 
Net interest margin(5)
4.25 3.81 3.66 
Efficiency ratio46.21 49.53 40.81 
Efficiency ratio, as adjusted (non-GAAP)(6)
45.24 44.55 42.12 
Asset quality:
Non-performing assets to total assets0.42 0.27 0.29 
Non-performing loans to total loans0.44 0.42 0.51 
Allowance for credit losses to non-performing loans449.66 475.99 471.61 
Allowance for credit losses to total loans2.00 2.01 2.41 
Net charge-offs to average total loans0.09 0.11 0.08 
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Summary Consolidated Financial Data – Continued

  As of or for the Years Ended December 31, 
  2017  2016  2015  2014  2013 
  (Dollars and shares in thousands, except per share data) 

Balance sheet data (period end):

     

Total assets

 $14,449,760  $9,808,465  $9,289,122  $7,403,272  $6,811,861 

Investment securities –available-for-sale

  1,663,517   1,072,920   1,206,580   1,067,287   1,175,484 

Investment securities –held-to-maturity

  224,756   284,176   309,042   356,790   114,621 

Loans receivable

  10,331,188   7,387,699   6,641,571   5,057,502   4,476,953 

Allowance for loan losses

  110,266   80,002   69,224   55,011   43,815 

Intangible assets

  977,300   396,294   399,426   346,348   324,034 

Non-interest-bearing deposits

  2,385,252   1,695,184   1,456,624   1,203,306   991,161 

Total deposits

  10,388,502   6,942,427   6,438,509   5,423,971   5,393,046 

Subordinated debentures (trust preferred securities)

  368,031   60,826   60,826   60,826   60,826 

Stockholders’ equity

  2,204,291   1,327,490   1,199,757   1,015,292   840,955 

Capital ratios:

     

Common equity to assets

  15.25  13.53  12.92  13.71  12.35

Tangible common equity to tangible assets(1)(7)

  9.11   9.89   9.00   9.48   7.97 

Common equity Tier 1 capital

  10.86   11.30   10.50   —     —   

Tier 1 leverage ratio(2)

  9.98   10.63   9.91   10.31   9.38 

Tier 1 risk-based capital ratio

  11.48   12.01   11.26   12.55   10.88 

Total risk-based capital ratio

  15.05   12.97   12.16   13.51   11.75 

Dividend payout - common

  44.69   27.15   27.19   20.49   25.51 

(1)Tangible calculations eliminate the effect of goodwill and acquisition-related intangible assets and the corresponding amortization expense on atax-effected basis.
(2)Leverage ratio is Tier 1 capital to quarterly average total assets less intangible assets and gross unrealized gains/losses onavailable-for-sale investment securities.
(3)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 26,” for thenon-GAAP tabular reconciliation.
(4)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 28,” for thenon-GAAP tabular reconciliation.
(5)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 29,” for thenon-GAAP tabular reconciliation.
(6)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 30,” for thenon-GAAP tabular reconciliation.
(7)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 31,” for thenon-GAAP tabular reconciliation.
(8)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 32,” for thenon-GAAP tabular reconciliation.
(9)Fully taxable equivalent (assuming an income tax rate of 39.225%).

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

As of the Years Ended December 31,
20232022
(Dollars and shares in thousands, except per share data)
Balance sheet data (period end):
Total assets$22,656,658 $22,883,588 
Investment securities – available-for-sale3,507,841 4,041,590 
Investment securities – held-to-maturity1,281,982 1,287,705 
Loans receivable14,424,728 14,409,480 
Allowance for credit losses(288,234)(289,669)
Intangible assets1,447,023 1,456,708 
Non-interest-bearing deposits4,085,501 5,164,997 
Total deposits16,787,711 17,938,783 
Subordinated debentures439,834 440,420 
Stockholders' equity3,791,075 3,526,362 
Capital ratios:
Common equity to assets16.73 %15.41 %
Tangible common equity to tangible assets (non-GAAP)(1)(7)
11.05 9.66 
Common equity Tier 1 capital14.15 12.91 
Tier 1 leverage ratio(8)
12.44 10.86 
Tier 1 risk-based capital ratio14.15 12.91 
Total risk-based capital ratio17.79 16.54 
Dividend payout - common37.13 42.07 
__________________________
(1)Tangible calculations eliminate the effect of goodwill and acquisition-related intangible assets and the corresponding amortization expense on a tax-effected basis.
(2)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 25,” for the non-GAAP tabular reconciliation.
(3)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 26,” for the non-GAAP tabular reconciliation.
(4)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 27,” for the non-GAAP tabular reconciliation.
(5)Fully taxable equivalent (assuming an income tax rate of 25.740% for 2021, 24.6735% for 2022 and 24.989% for 2023).
(6)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 29,” for the non-GAAP tabular reconciliation.
(7)See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Table 28,” for the non-GAAP tabular reconciliation.
(8)Leverage ratio is Tier 1 capital to quarterly average total assets less intangible assets and gross unrealized gains/losses on available-for-sale investment securities.
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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis presents our consolidated financial condition and results of operations for the years ended December 31, 2017, 20162023, 2022 and 2015.2021. This discussion should be read together with the “Summary Consolidated Financial Data,” our consolidated financial statements and the notes thereto, and other financial data included in this document. In addition to the historical information provided below, we have made certain estimates and forward-looking statements that involve risks and uncertainties. Our actual results could differ significantly from those anticipated in these estimates and in the forward-looking statements as a result of certain factors, including those discussed in the section of this document captioned “Risk Factors,” and elsewhere in this document. Unless the context requires otherwise, the terms “Company”, “us”,“Company,” “HBI,” “us,” “we”, and “our” refer to Home BancShares, Inc. on a consolidated basis.

General

We are a bank holding company headquartered in Conway, Arkansas, offering a broad array of financial services through our wholly owned bank subsidiary, Centennial Bank (“Centennial”). As of December 31, 2017,2023, we had, on a consolidated basis, total assets of $14.45$22.66 billion, loans receivable, net, of $10.22$14.14 billion, total deposits of $10.39$16.79 billion, and stockholders’ equity of $2.20$3.79 billion.

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

Table 1: Key Financial Measures 
   As of or for the Years Ended December 31, 
   2017  2016  2015 
   (Dollars in thousands, except per share data) 

Total assets

  $14,449,760  $9,808,465  $9,289,122 

Loans receivable

   10,331,188   7,387,699   6,641,571 

Allowance for loan losses

   110,266   80,002   69,224 

Total deposits

   10,388,502   6,942,427   6,438,509 

Total stockholders’ equity

   2,204,291   1,327,490   1,199,757 

Net income

   135,083   177,146   138,199 

Basic earnings per share

   0.90   1.26   1.01 

Diluted earnings per share

   0.89   1.26   1.01 

Net interest margin – FTE

   4.51  4.81  4.98

Net interest margin – FTE(non-GAAP)

   4.12   4.26   4.23 

Efficiency ratio

   41.89   37.65   40.44 

Core efficiency ratio(non-GAAP)

   37.66   36.55   39.48 

Return on average assets

   1.17   1.85   1.68 

Return on average common equity

   8.23   14.08   12.77 

2017

Table 1: Key Financial Measures
As of or for the Years Ended December 31,
202320222021
(Dollars in thousands, except per share data)
Total assets$22,656,658 $22,883,588 $18,052,138 
Loans receivable14,424,728 14,409,480 9,836,089 
Allowance for credit losses(288,234)(289,669)(236,714)
Total deposits16,787,711 17,938,783 14,260,570 
Total stockholders’ equity3,791,075 3,526,362 2,765,721 
Net income392,929 305,262 319,021 
Basic earnings per share$1.94 $1.57 $1.94 
Diluted earnings per share1.94 1.57 1.94 
Book value per share18.81 17.33 16.90 
Tangible book value per share (non-GAAP)(1)
11.63 10.17 10.80 
Net interest margin(2)
4.25 %3.81 %3.66 %
Efficiency ratio46.21 49.53 40.81 
Efficiency ratio, as adjusted (non-GAAP)(3)
45.24 44.55 42.12 
Return on average assets1.77 1.35 1.83 
Return on average common equity10.82 9.17 11.89 
(1)See Table 25 for the non-GAAP tabular reconciliation.
(2)Fully taxable equivalent (assuming an income tax rate of 25.740% for 2021, 24.6735% for 2022 and 24.989% for 2023).
(3)See Table 29 for the non-GAAP tabular reconciliation.
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2023 Overview

Results of Operations for the Years Ended December 31, 2023 and 2022
Our net income decreased $42.0increased $87.7 million, or 23.7%28.7%, to $135.1$392.9 million for the year ended December 31, 2017,2023, from $177.1$305.3 million for the same period in 2016.2022. On a diluted earnings per share basis, our earnings were $0.89$1.94 per share and $1.26 per share for the years ended December 31, 2017 and 2016, respectively, representing a decrease of $0.37 per share or 29.37% for the year ended 2017 when compared to the previous year. Excluding the $36.9 millionone-time Tax Cuts and Jobs Act (“TCJA”) charge, $33.4 million of hurricane expense, and $25.7 million of merger expenses associated with the 2017 acquisitions offset by $3.8 million ofone-timenon-taxable gain on acquisition, 2017 annualafter-tax earnings excludingnon-fundamental items were $204.8 million, an increase of $27.8 million, or 15.7%, from 2016 annualafter-tax earnings excludingnon-fundamental items of $177.0 million (See Table 27 for thenon-GAAP tabular reconciliation). The $27.8 million increase in earnings excludingnon-fundamental items is primarily associated with additional net interest income largely resulting from our acquisitions combined with $125.2 million of organic loan growth plus a decrease in thenon-hurricane related provision for loan losses during 2017, growth innon-interest income and the reduced amortization of the indemnification asset when compared to the same period in 2016. These improvements were partially offset by an increase in the costs associated with the asset growth plus an increase in interest expense on deposits and an increase in interest expense related to the issuance of $300 million of subordinated notes during the second quarter of 2017 when compared to the same period in 2016.

Our GAAP net interest margin decreased from 4.81% for the year ended December 31, 2016 to 4.51%2023 and $1.57 per share for the year ended December 31, 2017. For2022. The Company recorded $12.1 million in credit loss expense for the year ended December 31, 20172023. This consisted of a $12.0 million provision for credit losses on loans, a $1.7 million provision for credit losses on investment securities and 2016,a reversal of $1.5 million provision for unfunded commitments. During the year ended December 31, 2023, the Company recorded $13.0 million in Federal Deposit Insurance Corporation ("FDIC") special assessment expense and $1.1 million loss for the decrease in fair value of marketable securities, which were partially offset by $3.5 million in recoveries on historic losses from loans charged off prior to acquisition and $3.1 million in bank owned life insurance ("BOLI") death benefits.

Total interest income increased by $297.3 million, or 33.9%, and non-interest expense decreased by $2.8 million, or 0.6%. This was partially offset by a $229.0 million, or 192.3%, increase in interest expense and a $5.2 million, or 3.0%, decrease in non-interest income. The increase in interest income resulted from a $261.3 million, or 35.9%, increase in loan interest income and a $49.9 million, or 41.5%, increase in investment income, partially offset by a $14.1 million, or 48.4%, decrease in interest income on deposits at other banks. The decrease in non-interest expense was due to a $49.6 million, or 100.0%, decrease in merger and acquisition expense partially offset by a $20.5 million, or 20.7%, increase in other operating expenses, an $18.1 million, or 7.6%, increase in salaries and employee benefits, a $6.9 million, or 12.9%, increase in occupancy and equipment and a $1.4 million, or 4.0%, increase in data processing expense. Included within other operating expense was $13.0 million in FDIC special assessment expense which was levied in order to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank. The increase in interest expense was primarily due to a $210.0 million, or 244.2%, increase in interest on deposits, a $19.7 million, or 178.3%, increase in interest on FHLB and other borrowed funds and a $3.4 million, or 236.6%, increase in interest on securities sold under agreements to repurchase, which were partially offset by a $4.1 million, or 19.9%, decrease in interest on subordinated debentures. The decrease in non-interest income was primarily due to a $9.8 million, or 20.3%, decrease in other income and a $6.9 million, or 39.2%, decrease in mortgage lending income, which were partially offset by a $5.0 million, or 39.2%, increase in trust fees, a $2.4 million, or 26.6%, increase in dividends from FHLB, FRB, FNBB & other, a $2.1 million, or 5.6%, increase in service charges on deposit accounts, and a $1.5 million, or 9,946.7%, increase in gain on branches, equipment and other assets, net.
Our net interest margin on a fully taxable equivalent basis increased from 3.81% for the year ended December 31, 2022 to 4.25% for the year ended December 31, 2023. The yield on interest earning assets was 6.03% and 4.40% for the year ended December 31, 2023 and 2022, respectively, as average interest earning assets decreased from $20.15 billion to $19.57 billion. The decrease in average interest earning assets is primarily due to a $2.12 billion decrease in average interest-bearing balances due from banks, which was partially offset by a $1.37 billion increase in average loans receivable and a $171.0 million increase in average investment securities. For the years ended December 31, 2023 and 2022, we recognized $35.7$10.6 million and $42.3$16.3 million, respectively, in total net accretion for acquired loans and deposits. Thenon-GAAP margin excluding accretion income was 4.12% and 4.26% for the years ended December 31, 2017 and 2016, respectively. Additionally, thenon-GAAP yield on loans excluding accretion income was 5.21% and 5.10% for the years ended December 31, 2017 and 2016, respectively. Other than the previously mentioned reduction in accretion was dilutive to the net accretion income for acquired loans and deposits,interest margin by approximately 3 basis points. The overall increase in the net interest margin was negatively impacteddue to a decrease in average interest-bearing cash balances as well as an increase in interest income from higher yields on average interest-earning assets, partially offset by our April 2017 issuance of $300 million of 5.625%fixed-to-floating rate subordinated notes, which added approximately $13.1 million ofan increase in interest expense when compareddue to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the same period in 2016,Happy Bancshares, Inc. acquisition and by our strategic decision to keep excess cash liquidity on the books during 2017.

increased interest rate environment.

Our efficiency ratio was 41.89%46.21% for the year ended December 31, 2017,2023, compared to 37.65%49.53% for the same period in 2016.2022. For the year ended 2017,December 31, 2023, our core efficiency ratio, as adjusted (non-GAAP), was 37.66% which increased from the 36.55%45.24%, compared to 44.55% reported for the year ended 2016December 31, 2022. (See Table 3229 for thenon-GAAP tabular reconciliation). The core efficiency ratio is anon-GAAP measure and is calculated by dividingnon-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis andnon-interest income excludingnon-core items such as merger expenses and/or gains and losses.

Our return on average assets was 1.17%1.77% for the year ended December 31, 2017,2023, compared to 1.85%1.35% for the same period in 2016. Excludingnon-fundamental items,2022, and our return on average assets, as adjusted (non-GAAP) was 1.78% for1.79% or the year ended December 31, 2017,2023, compared to 1.85%1.67% for the same period in 2016 (See Table 29 for thenon-GAAP tabular reconciliation).2022. Our return on average common equity was 8.23%10.82% for the year ended December 31, 2017,2023, compared to 14.08%9.17% for the same period in 2016. Excludingnon-fundamental items, our return on average common equity was 12.48%2022.

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Financial Condition as of and for the year endedYears Ended December 31, 2017, compared to 14.07% for the same period in 2016 (See Table 30 for thenon-GAAP tabular reconciliation).

2023 and 2022

Our total assets as of December 31, 2017 increased $4.64 billion2023 decreased $226.9 million to $14.45$22.66 billion from the $9.81$22.88 billion reported as of December 31, 2016.2022. The decrease in total assets is primarily due to a $539.5 million decrease in investment securities resulting from paydowns and maturities, which was partially offset by a $275.4 million increase in cash and cash equivalents during the year. Our loan portfolio balance increased $2.94 billion$15.2 million to $10.33$14.42 billion as of December 31, 2017,2023, from $7.39$14.41 billion as of December 31, 2016. This2022. The increase is primarily a resultin loans was due to $340.4 million in organic loan growth within our legacy footprint, which was partially offset by $325.2 million of organic loan decline from our acquisitions since December 31, 2016. Stockholders’ equity increased $876.8 millionCentennial Commercial Finance Group ("CFG") franchise during 2023. Total deposits decreased $1.15 billion to $2.20$16.79 billion as of December 31, 2017,2023 compared to $1.33$17.94 billion as of December 31, 2016.2022. The decrease in deposits was primarily due to the runoff of deposits during 2023 as a result of the rising interest rate environment. Stockholders’ equity increased $264.7 million to $3.79 billion as of December 31, 2023, compared to $3.53 billion as of December 31, 2022. The increase in stockholders’ equity is primarily associated with the $77.5$392.9 million in net income and $742.3 million of common stock issued to the GHI and Stonegate shareholders, respectively, plus the $74.7$56.4 million increase in retained earningsaccumulated other comprehensive income, which were partially offset by $3.8the $145.9 million of comprehensive lossshareholder dividends paid and the repurchase of $20.8$48.3 million of our common stock during 2017.2023. The improvement in stockholders’ equity was 7.5% for 2017, excluding the $77.5 million and $742.3 million of common stock issuedyear ended December 31, 2023 compared to the GHI and Stonegate shareholders, respectively, was 4.3%.

December 31, 2022.

As of December 31, 2017,2023, ournon-performing loans decreasedincreased to $44.7$64.1 million, or 0.43%0.44%, of total loans from $63.1$60.9 million, or 0.85%0.42%, of total loans as of December 31, 2016.2022. The allowance for loancredit losses as a percentage ofnon-performing loans increaseddecreased to 246.70%449.66% as of December 31, 2017,2023, compared to 126.74%475.99% as of December 31, 2016.2022. Non-performing loans from our Arkansas franchise were $15.4 million at December 31, 2023 compared to $8.4 million as of December 31, 2022. Non-performing loans from our Florida franchise were $9.3 million at December 31, 2023 compared to $20.5 million as of December 31, 2022. Non-performing loans from our Texas franchise were $33.5 million at December 31, 2023 compared to $22.2 million at December 31, 2022. Non-performing loans from our Alabama franchise were $413,000 at December 31, 2023 compared to $404,000 as of December 31, 2022. Non-performing loans from our Shore Premier Finance ("SPF") franchise were $2.8 million at December 31, 2023 compared to $2.3 million as of December 31, 2022. Non-performing loans from our Centennial CFG franchise were $2.7 million at December 31, 2023 compared to $7.1 million as of December 31, 2022.
As of December 31, 2023, our non-performing assets increased to $95.4 million, or 0.42%, of total assets from $61.5 million, or 0.27%, of total assets as of December 31, 2022. Non-performing assets from our Arkansas franchise were $15.5 million at December 31, 20172023 compared to $28.5$8.5 million as of December 31, 2016.2022. Non-performing loans assets from our Florida franchise were $28.2$17.3 million at December 31, 20172023 compared to $34.0$20.8 million as of December 31, 2016.2022. Non-performing loans assets from our Texas franchise were $33.8 million at December 31, 2023 compared to $22.4 million at December 31, 2022. Non-performing assets from our Alabama franchise were $929,000$413,000 at December 31, 20172023 compared to $656,000$404,000 as of December 31, 2016. There were nonon-performing loans2022. Non-performing assets from our Centennial CFG franchise.

As ofSPF franchise were $2.8 million at December 31, 2017, ournon-performing assets decreased2023 compared to $63.6$2.3 million or 0.44%, of total assets from $79.1 million, or 0.81%, of total assets as of December 31, 2016.2022. Non-performing assets from our ArkansasCFG franchise were $25.6 million at December 31, 20172023 compared to $41.0$7.1 million as of December 31, 2016.Non-performing assets from our Florida franchise were $36.42022.

The $2.7 million at December 31, 2017 compared to $36.8 million asbalance of December 31, 2016.Non-performing assets from our Alabama franchise were $1.6 million at December 31, 2017 compared to $1.2 million as of December 31, 2016. There were nonon-performing assets fromnon-accrual loans for our Centennial CFG franchise.

2016Capital Markets Group consists of two loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance. In addition, the $22.8 million balance of foreclosed assets held for sale for our Centennial CFG Property Finance Group consists of an office building located in California which was placed in foreclosed assets held for sale during the fourth quarter of 2023. This represents the largest component of the Company's $30.5 million in foreclosed assets held for sale.







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2022 Overview

Results of Operations for the Years Ended December 31, 2022 and 2021
Our net income increased $38.9decreased $13.8 million, or 28.2%4.3%, to $177.1$305.3 million for the year ended December 31, 2016,2022, from $138.2$319.0 million for the same period in 2015.2021. On a diluted earnings per share basis, our earnings were $1.26$1.57 per share and $1.01 per share for the years ended December 31, 2016 and 2015, respectively, representing an increase of $0.25 per share or 24.8% for the year ended 2016 when compared to the previous year. The $38.9 million increase in net income is primarily associated with additional net interest income during 2016 largely resulting from our 2015 acquisitions, organic loan growth, a slight decrease in provision for loan losses, growth innon-interest income and the reduced amortization of the indemnification asset, when compared to the same period in 2015. These improvements were partially offset by an increase in the costs associated with the asset growth when compared to the same period in 2015.

Our GAAP net interest margin decreased from 4.98% for the year ended December 31, 2015 to 4.81%2022 and $1.94 per share for the year ended December 31, 2016. For2021. As a result of the acquisition of Happy Bancshares, Inc. ("Happy"), which we completed on April 1, 2022, we incurred $49.6 million in merger expenses and recorded a $45.2 million provision for credit losses on acquired loans for the CECL "double count," an $11.4 million provision for credit losses on acquired unfunded commitments and a $2.0 million provision for credit losses on acquired held-to-maturity investment securities. The summation of these items reduced net income by $81.6 million ($108.2 million pre-tax) and earnings per share by $0.42 per share for the year ended December 31, 20162022. Excluding the impact of the acquisition of Happy, the Company determined that an additional $5.0 million provision for credit losses on loans was necessary due to increased loan growth during the year. However, excluding the impact of the acquisition of Happy, the Company determined no additional provision for unfunded commitments or investment securities was necessary as of December 31, 2022. During the year ended December 31, 2022, the Company recorded $10.0 million in income from the settlement of a lawsuit brought by the Company, net of legal expense, $6.7 million in recoveries on historic losses from loans charged off prior to acquisition, and 2015,$1.4 million in special dividends from equity investments, which were partially offset by $2.1 million in trust preferred securities ("TRUPS") redemption fees, $1.3 million of loss for the decrease in fair value of marketable securities and $176,000 in hurricane expenses.

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

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Our net interest margin on a fully taxable equivalent basis increased from 3.66% for the year ended December 31, 2021 to 3.81% for the year ended December 31, 2022. The yield on interest earning assets was 4.40% and 3.99% for the year ended December 31, 2022 and 2021, respectively, as average interest earning assets increased from $15.86 billion to $20.15 billion. The increase in average earning assets is primarily the result of a $2.57 billion increase in average loans receivable and a $1.87 billion increase in average investment securities, largely resulting from the acquisition of Happy, which were partially offset by a $151.9 million decrease in average interest-bearing balances due from banks. For the years ended December 31, 2022 and 2021, we recognized $42.3$16.3 million and $47.6$20.2 million, respectively, in total net accretion for acquired loans and deposits. Thenon-GAAP reduction in accretion was dilutive to the net interest margin excluding accretionby approximately 2 basis points. During 2022, the Company experienced a $31.8 million reduction in interest income from PPP loans due to the forgiveness of the PPP loans and the acceleration of the deferred fees for the loans that were forgiven. This reduction in income was flat at 4.24% and 4.23%dilutive to the net interest margin by approximately 8 basis points. We recognized $3.8 million in event interest income for the year ended December 31, 2016 and 2015. Additionally, thenon-GAAP yield on loans excluding accretion2022 compared to $6.7 million in event income was also relatively flat at 5.10% and 5.05% for the year ended December 31, 2016 and 2015, respectively. Consequently, with a growth of2021. This was dilutive to the average loan balance of $1.25 billion, we experienced a decline in the GAAP yield on loans and net interest margin becauseby approximately 2 basis points. The overall increase in the organic loan growthnet interest margin was approximatelydue to an increase in interest income due to an increase in both average earning assets at our lowernon-GAAP loan yields.

higher yields, which was partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy acquisition and the current rising interest rate environment.

Our efficiency ratio was 37.65%49.53% for the year ended December 31, 2016,2022, compared to 40.44%40.81% for the same period in 2015.2021. For the year ended 2016,December 31, 2022, our core efficiency ratio, as adjusted (non-GAAP), was 36.55% which is improved from the 39.48%44.55%, compared to 42.12% reported for the year ended 2015. While we have realizedDecember 31, 2021. (See Table 29 for the cost savings from our acquisitions and reduced costs from our recent branch closures, the improvement in the core efficiency ratio was primarily achieved through revenue from additional net interest income during 2016 resulting from our acquisitions and our organic loan growth, growth innon-interest income and our July 2016buy-out of the FDIC loss share portfolio. Core efficiency ratio is anon-GAAP measure and is calculated by dividingnon-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis andnon-interest income excludingnon-fundamental items such as merger expenses, FDIC loss sharebuy-out expense and/or gains and losses.

tabular reconciliation).

Our return on average assets was 1.85%1.35% for the year ended December 31, 2016,2022, compared to 1.68%1.83% for the same period in 2015.2021, and our return on average assets, as adjusted (non-GAAP) was 1.67% or the year ended December 31, 2022, compared to 1.73% for the same period in 2021. Our return on average common equity was 14.08%9.17% for the year ended December 31, 2016,2022, compared to 12.77%11.89% for the same period in 2015. We have been making notable progress in improving2021.
Financial Condition as of and for the performance of our legacyYears Ended December 31, 2022 and acquired franchises, which is reflected in the improvement in our return on average assets and return on average common equity from 2015 to 2016.

2021

Our total assets as of December 31, 20162022 increased $519.3 million$4.83 billion to $9.81$22.88 billion from the $9.29$18.05 billion reported as of December 31, 2015.2021. The increase in total assets is primarily due to the acquisition of $6.69 billion in total assets, net of purchase accounting adjustments, from Happy during the second quarter of 2022. Cash and cash equivalents decreased $2.93 billion, or 80.14%. Our loan portfolio balance increased $746.1 million$4.57 billion to $7.39$14.41 billion as of December 31, 2016,2022, from $6.64$9.84 billion as of December 31, 2015. This2021. The increase is a resultin loans was due to the acquisition of our$3.65 billion in loans, net of purchase accounting adjustments, from Happy in the second quarter of 2022 and $242.2 million in marine loans from LendingClub Bank during the first quarter of 2022, as well as $678.6 million in organic loan growth since December 31, 2015. Stockholders’ equityduring 2022. Total deposits increased $127.7 million$3.68 billion to $1.33$17.94 billion as of December 31, 2016,2022 compared to $1.20$14.26 billion as of December 31, 2015.2021. The improvementincrease in stockholders’deposits was primarily due to the acquisition of $5.86 billion in deposits, net of purchase accounting adjustments, from Happy in the second quarter of 2022, partially offset by $2.18 billion in deposit decline during the year. Stockholders’ equity for the year ended 2016 was 10.6%.increased $760.6 million to $3.53 billion as of December 31, 2022, compared to $2.77 billion as of December 31, 2021. The increase in stockholders’ equity is primarily associated with the $129.1$961.3 million increase in retained earnings.

common stock issued to Happy shareholders for the acquisition of Happy on April 1, 2022 and $305.3 million in net income, which were partially offset by the $315.9 million decrease in accumulated other comprehensive income, $128.4 million of shareholder dividends paid and the repurchase of $70.9 million of our common stock during 2022. The improvement in stockholders’ equity was 27.5% for the year ended December 31, 2022 compared to December 31, 2021.

As of December 31, 2016,2022, ournon-performing loans decreasedincreased to $63.1$60.9 million, or 0.85%0.42%, of total loans from $63.5$50.2 million, or 0.96%0.51%, of total loans as of December 31, 2015.2021. The allowance for loancredit losses as a percentpercentage ofnon-performing loans increased to 126.74%475.99% as of December 31, 2016,2022, compared to 109.00%471.61% as of December 31, 2015.2021. Non-performing loans from our Arkansas franchise were $28.5$8.4 million at December 31, 20162022 compared to $28.3$13.9 million as of December 31, 2015.2021. Non-performing loans from our Florida franchise were $34.0$20.5 million at December 31, 20162022 compared to $35.1$26.8 million as of December 31, 2015.2021. Non-performing loans from our new Texas franchise were $22.2 million at December 31, 2022. Nonperforming loans from our Alabama franchise were $656,000$404,000 at December 31, 20162022 compared to $132,000$470,000 as of December 31, 2015. There2021. Non-performing loans from our SPF franchise were nonon-performing$2.3 million at December 31, 2022 compared to $1.5 million as of December 31, 2021. Non-performing loans from our Centennial CFG franchise.

franchise were $7.1 million at December 31, 2022 compared to $7.5 million as of December 31, 2021.


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As of December 31, 2016,2022, ournon-performing assets decreasedincreased to $79.1$61.5 million, or 0.81%0.27%, of total assets from $82.7$51.8 million, or 0.89%0.29%, of total assets as of December 31, 2015.2021. Non-performing assets from our Arkansas franchise were $41.0$8.5 million at December 31, 20162022 compared to $40.3$14.4 million as of December 31, 2015.2021. Non-performing assets from our Florida franchise were $36.8$20.8 million at December 31, 20162022 compared to $41.5$27.9 million as of December 31, 2015.2021. Non-performing assets from our new Texas franchise were $22.4 million at December 31, 2022. Non-performing assets from our Alabama franchise were $1.2$404,000 at December 31, 2022 compared to $470,000 as of December 31, 2021. Non-performing assets from our SPF franchise were $2.3 million at December 31, 20162022 compared to $892,000$1.5 million as of December 31, 2015. There were nonon-performing2021. Non-performing assets from our CFG franchise were $7.1 million at December 31, 2022 compared to $7.5 million as of December 31, 2021.
The $7.1 million balance of non-accrual loans for our Centennial CFG franchise.

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

Critical Accounting Policies

Overview. and Estimates

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

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

Revenue Recognition. Accounting Standards Codification ("ASC") Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit, investment securities and mortgage lending income, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:
Service charges on deposit accounts – These represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed, which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.
Other service charges and fees – These represent credit card interchange fees and Centennial CFG loan fees. The interchange fees are recorded in the period the performance obligation is satisfied which is generally the cash basis based on agreed upon contracts. Centennial CFG loan fees are based on loan or other negotiated agreements with customers and are accounted for under ASC Topic 310. Interchange fees were $22.6 million and $22.1 million for the years ended December 31, 2023 and December 31, 2022, respectively. Centennial CFG loan fees were $9.9 million and $11.8 million for the years ended December 31, 2023 and December 31, 2022, respectively.
Trust fees - The Company enters into contracts with its customers to manage assets for investment, and/or transact on their accounts. The Company generally satisfies its performance obligations as services are rendered. The management fees are percentage based, flat, percentage of income or a fixed percentage calculated upon the average balance of assets depending upon account type. Fees are collected on a monthly or annual basis.

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Credit Losses. We account for credit losses in accordance with ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASC 326" or "CECL"). The measurement of expected credit losses under the CECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.
Investments –Available-for-sale. Available-for-sale. Securitiesavailable-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held asavailable-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified asavailable-for-sale.

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

Investments –Held-to-Maturity. Securities Held-to-Maturity. Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and amortized/accreted respectively,to the call date to interest income using the constant effective yield method over the periodestimated life of the security. The Company evaluates all securities quarterly to maturity.

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

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

The allowance for loan losses is established through a provision for loan losses charged against income. The allowance represents an amount that, in management’s judgment, will be adequate to absorb probable credit losses on identifiable loans receivable is a valuation account that may become uncollectibleis deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and probableexpected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, rental vacancy rate, housing price indices and rental vacancy rate index.
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The allowance for credit losses inherentis measured based on call report segment as these types of loans exhibit similar risk characteristics. The identified loan segments are as follows:
1-4 family construction
All other construction
1-4 family revolving home equity lines of credit (“HELOC”) & junior liens
1-4 family senior liens
Multifamily
Owner occupies commercial real estate
Non-owner occupied commercial real estate
Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other
Consumer auto
Other consumer
Other consumer - SPF
The allowance for credit losses for each segment is measured through the use of the discounted cash flow method ("DCF"). Loans evaluated individually that are considered to be collateral dependent are not included in the remaindercollective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan portfolio. The amountsto be provided substantially through the operation or sale of provisionsthe collateral, the allowance for loancredit losses areis measured based on management’s analysisthe difference between the fair value of the collateral, net of estimated costs to sell, and evaluationthe amortized cost basis of the loan portfolio for identificationas of problem credits, internal and external factors that may affect collectability, relevantthe measurement date. When repayment is expected to be from the operation of the collateral, expected credit exposure, particular risks inherent in different kindslosses are calculated as the amount by which the amortized cost basis of lending, current collateral values and other relevant factors.

the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance consistsfor credit losses may be zero if the fair value of allocated and general components. The allocated component relatesthe collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans thatwhich are classified as impaired. For those loans that are classified as impaired,not considered to be collateral dependent, an allowance is established whenrecorded based on the discounted cash flows, collateral value or observable market priceloss rate for the respective pool within the collective evaluation.

Expected credit losses are estimated over the contractual term of the impaired loan is lower thanloans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the carrying value offollowing applies:
Management has a reasonable expectation at the reporting date that loan. The general component coversnon-classifiedrestructured loans and is based on historicalcharge-off experience and expected loss given default derived from the bank’s internal risk rating process. Other adjustments may be made to borrowers experiencing financial difficulty will be executed with an individual borrower.
The extension or renewal options are included in the allowanceoriginal or modified contract at the reporting date and are not unconditionally cancellable by the Company.
Management qualitatively adjusts model results for pools of loans after an assessment of internal or external influences on credit qualityrisk factors that are not fully reflectedconsidered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factors ("Q-Factors") and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the historical loss or risk rating data.

Loans considered impaired, under FASB ASC310-10-35, are loans for which, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual termsquality of the loan agreement. The aggregate amount of impairment of loans is utilized in evaluating the adequacy of the allowance for loan lossesreview system and amount of provisions thereto. Losses on impaired loans are charged against the allowance for loan losses when in the process of collection it appears likely that such losses will be realized. The accrual of interest on impaired loans is discontinued when, in management’s opinion the collection of interest is doubtful, or generally when loans are 90 days or more past due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans.

(ix) economic conditions.

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


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

Over

The Company has purchased loans, some of which have experienced more than insignificant credit deterioration since origination. Purchase credit deteriorated (“PCD”) loans are recorded at the amount paid. An allowance for credit losses is determined using the same methodology as other loans. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a noncredit discount or premium, which is amortized into interest income over the life of the purchasedloan. Subsequent changes to the allowance for credit impaired loans, we continuelosses are recorded through the provision for credit loss.
Allowance for Credit Losses on Off-Balance Sheet Credit Exposures: The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit losses on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate cash flowsincludes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be collected on pools of loans sharing common risk characteristics, which are treated in the aggregate when applying various valuation techniques. We evaluate at each balance sheet date whether the present value of our pools of loans determined using the effective interest rates has decreased and if so, recognize a provision for loan loss infunded over its consolidated statement of income. For any increases in cash flows expected to be collected, we adjust the amount of accretable yield recognized on a prospective basis over the pool’s remainingestimated life.

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

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

quarter or more often if events and circumstances indicate there may be an impairment.

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

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

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

Stock Compensation.Compensation. In accordance with FASB ASC 718,Compensation—Compensation - Stock Compensation, and FASB ASC505-50,Equity-Based Payments toNon-Employees, the fair value of each option award is estimated on the date of grant. We recognize compensation expense for the grant-date fair value of the option award over the vesting period of the award.

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Acquisitions

Stonegate Bank

Acquisition of Happy Bancshares, Inc.
On September 26, 2017,April 1, 2022, the Company completed the acquisition of all of the issued and outstanding shares of common stock of Stonegate Bank (“Stonegate”)Happy Bancshares, Inc., and merged StonegateHappy State Bank into Centennial.Centennial Bank. The Company paid a purchase price to the Stonegate shareholders ofissued approximately $792.442.4 million for the Stonegate acquisition. Under the terms of the merger agreement, shareholders of Stonegate received 30,863,658 shares of HBI common stock valued at approximately $742.3 million plus approximately $50.1 million in cash in exchange for all outstanding shares of Stonegate common stock. In addition, the holders of outstanding stock options of Stonegate received approximately $27.6 million in cash in connection with the cancellation of their options immediately before the acquisition closed, for a total transaction value of approximately $820.0 million.

Including the effects of the known purchase accounting adjustments, as of acquisition date, Stonegate had approximately $2.89 billion in total assets, $2.37 billion in loans and $2.53 billion in customer deposits. Stonegate formerly operated its banking business from 24 locations in key Florida markets with significant presence in Broward and Sarasota counties.

Through our acquisition and merger of Stonegate into Centennial, we maintain a customer relationship to handle the accounts for Cuba’s diplomatic missions at the United Nations and for the Cuban Interests Section (now the Cuban Embassy) in Washington, D.C. This relationship was established in May 2015 pursuant to a special license granted to Stonegate Bank by the U.S. Treasury Department’s Office of Foreign Assets Control in connection with the reestablishment of diplomatic relations between the U.S. and Cuba. In July 2015, Stonegate established a correspondent banking relationship with Banco Internacional de Comercio, S.A. in Havana, Cuba. As of December 31, 2017, this correspondent banking relationship does not have a material impact to the Company’s financial position and results of operations.

See Note 2 “Business Combinations” in the Notes to Consolidated Financial Statements for an additional discussion regarding the acquisition of Stonegate.

The Bank of Commerce

On February 28, 2017, the Company completed its previously announced acquisition of all of the issued and outstanding shares of common stock of The Bank of Commerce, a Florida state-chartered bank that operated in the Sarasota, Florida area (“BOC”), pursuant to an acquisition agreement, dated December 1, 2016, by and between the Company and Bank of Commerce Holdings, Inc. (“BCHI”), parent company of BOC. The Company merged BOC with and into Centennial effective as of the close of business on February 28, 2017.

The acquisition of BOC was conducted in accordance with the provisions of Section 363 of the United States Bankruptcy Code (the “Bankruptcy Code”) pursuant to a voluntary petition for relief under Chapter 11 of the Bankruptcy Code filed by BCHI with the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). The sale of BOC by BCHI was subject to certain bidding procedures approved by the Bankruptcy Court. On November 14, 2016, the Company submitted an initial bid to purchase the outstanding shares of BOC in accordance with the bidding procedures approved by the Bankruptcy Court. An auction was subsequently conducted on November 16, 2016, and the Company was deemed to be the successful bidder. The Bankruptcy Court entered a final order on December 9, 2016 approving the sale of BOC to the Company pursuant to and in accordance with the acquisition agreement.

Under the terms of the acquisition agreement, the Company paid an aggregate of approximately $4.2 million in cash for the acquisition, which included the purchase of all outstanding shares of BOC common stock, the discounted purchase of certain subordinated debentures issued by BOC from the existing holders of the subordinated debentures, and an expense reimbursement to BCHI for approved administrative claims in connection with the bankruptcy proceeding.

BOC formerly operated three branch locations in the Sarasota, Florida area. Including the effects of the purchase accounting adjustments, as of acquisition date, BOC had approximately $178.1 million in total assets, $118.5 million in loans after $5.8 million of loan discounts, and $139.8 million in deposits.

See Note 2 “Business Combinations” in the Notes to Consolidated Financial Statements for an additional discussion regarding the acquisition of BOC.

Giant Holdings, Inc.

On February 23, 2017, the Company completed its acquisition of Giant Holdings, Inc. (“GHI”), parent company of Landmark Bank, N.A. (“Landmark”), pursuant to a previously announced definitive agreement and plan of merger whereby GHI merged with and into HBI and, immediately thereafter, Landmark merged with and into Centennial. The Company paid a purchase price to the GHI shareholders of approximately $96.0 million for the GHI acquisition. Under the terms of the agreement, shareholders of GHI received 2,738,038 shares of its common stock valued at approximately $77.5$958.8 million as of February 23, 2017, plusApril 1, 2022. In addition, the holders of certain Happy stock-based awards received approximately $18.5$3.7 million in cash in exchangecancellation of such awards, for all outstanding sharesa total transaction value of GHI common stock.

GHI formerly operated six branch locations in the Ft. Lauderdale, Florida area. approximately $962.5 million. The acquisition added new markets for expansion and brought complementary businesses together to drive synergies and growth.

Including the effects of the purchase accounting adjustments, as of the acquisition date, GHIHappy had approximately $398.1 million$6.69 billion in total assets, $327.8 million$3.65 billion in loans after $8.1 millionand $5.86 billion in customer deposits. Happy formerly operated its banking business from 62 locations in Texas.
For further discussion of loan discounts, and $304.0 million in deposits.

Seethe acquisition, see Note 2 “Business Combinations” in"Business Combinations" to the Condensed Notes to Consolidated Financial Statements for an additional discussion regardingStatements.

Acquisition of Marine Portfolio
On February 4, 2022, the acquisitionCompany completed the purchase of GHI.

Florida Business BancGroup, Inc.

On October 1, 2015, we completed our acquisitionthe performing marine loan portfolio of FBBI, parent company of Bay CitiesUtah-based LendingClub Bank (“Bay Cities”LendingClub”). We paid a purchase price to the FBBI shareholders of $104.1 million for the FBBI acquisition. Under the terms of the purchase agreement shareholders of FBBI received 4,159,708 shares of our common stock valued at approximately $83.8 million as of October 1, 2015, plus approximately $20.3 million in cash in exchange for all outstanding shares of FBBI common stock. A portion of the cash consideration, $2.0 million, was placed into escrow with the FBBI shareholders having a contingent right to receive theirpro-rata portions of such amount. The amount, if any, of such escrowed funds to be released to FBBI shareholders would depend upon the amount of losses thatLendingClub, the Company incurred in the two years following the completion of the merger related to two class action lawsuits pending against Bay Cities. In August 2017, the Company distributed the full amount of this contingent cash consideration to the former FBBI shareholders, less $10,000 for compensation paid to a representative designated by FBBI who acted on behalf of the FBBI shareholders in connection with the escrow arrangements.

FBBI formerly operated six branch locations and a loan production office in the Tampa Bay area and in Sarasota, Florida. Including the effects of any purchase accounting adjustments, as of October 1, 2015, FBBI had approximately $564.5 million in total assets, $408.3 million inacquired yacht loans after $14.1 million of loan discounts, and $472.0 million in deposits.

See Note 2 “Business Combinations” in the Notes to Consolidated Financial Statements for an additional discussion regarding the acquisition of FBBI.

Pool of National Commercial Real Estate Loans

On April 1, 2015, Centennial acquired a pool of national commercial real estate loans from AM PR LLC, an affiliate of J.C. Flowers & Co., totaling approximately $289.1 million for a purchase price of 99% of the total principal value of the acquired loans. The acquired loans were originated by the former Doral Bank of San Juan, Puerto Rico within its Doral Property Finance$242.2 million. This portfolio and were transferred to the Seller by Banco Popular of Puerto Rico (“Popular”) upon its acquisition of the assets and liabilities of Doral Bank from the FDIC, as receiver for the failed Doral Bank. This pool of loans is now managed by ahoused within the Company's Shore Premier Finance division, of Centennial known as the Centennial Commercial Finance Group (“Centennial CFG”), which is responsible for servicing the acquired loan poolportfolio and originating new loan production.

In connection with this acquisition of loans, the Company opened a loan production office on April 23, 2015 in New York City, which became a branch on September 1, 2016. Through the New York office, Centennial CFG is building out a national lending platform focusing on commercial real estate plus commercial and industrial loans. As of December 31, 2017 and 2016, Centennial CFG had $1.44 billion and $1.11 billion in total loans net of discount, respectively.

Doral Bank’s Florida Panhandle operations

On February 27, 2015, Centennial acquired all the deposits and substantially all the assets of Doral Florida through an alliance agreement with Popular who was the successful lead bidder to acquire the assets and liabilities of the failed Doral Bank from the FDIC. Including the effects of the purchase accounting adjustments, the acquisition provided us with loans of approximately $37.9 million net of loan discounts, deposits of approximately $467.6 million, plus a $428.2 million cash settlement to balance the transaction. We recorded a bargain purchase gain of $1.6 million, in connection with the Doral Florida acquisition. The FDIC did not provide loss-sharing with respect to the acquired assets.

Prior to the acquisition, Doral Florida operated five branch locations in Panama City, Panama City Beach and Pensacola, Florida plus a loan production office in Tallahassee, Florida. At the time of acquisition, Centennial operated 29 branch locations in the Florida Panhandle. As a result, we closed all five branch locations during the July 2015 systems conversion and returned the facilities back to the FDIC.    

See Note 2 “Business Combinations” in the Notes to Consolidated Financial Statements for an additional discussion regarding the acquisition of Doral Florida.

Termination of Remaining Loss-Share Agreements

Effective July 27, 2016, we reached an agreement terminating our remaining loss-share agreements with the FDIC. As a result, $57.4 million of these loans including their associated discounts previously classified as covered loans migrated tonon-covered loans status during 2016. Under the terms of the agreement, Centennial made a net payment of $6.6 million to the FDIC as consideration for the early termination of the loss share agreements, and all rights and obligations of Centennial and the FDIC under the loss share agreements, including the clawback provisions and the settlement of loss share and expense reimbursement claims, have been resolved and terminated. This transaction with the FDIC created aone-time acceleration of the indemnification asset plus the negotiated settlement for thetrue-up liability, and resulted in a negative $3.8 millionpre-tax financial impact to the third quarter of 2016. It will, however, create a positive financial impact to earnings of approximately $1.5 million annually on apre-tax basis through the year 2020 as a result of theone-time acceleration of the indemnification asset amortization.

Future Acquisitions

In our continuing evaluation of our growth plans, we believe properly priced bank acquisitions can complement our organic growth andde novo branching growth strategies. In the near term, our principal acquisition focus will be to continue to expand our presence in Arkansas, Florida and Alabama and into other contiguous markets through pursuing bothnon-FDIC-assisted and FDIC-assisted bank acquisitions. However, as financial opportunities in other market areas arise, we may expand into those areas.

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

Branches

As opportunities arise, we will continue to open new (commonly referred to asde novo) branches in our current markets and in other attractive market areas. During 2017, the Company opened a branch location in Clearwater, Florida and a loan production office in Los Angeles, California which is under the management of Centennial CFG.

As a result of our continued focus on efficiency, during 2017, we closed four branch locations in our Florida footprint and one branch location in Daphne, Alabama.                

During 2017, the Company acquired a total of 33 branches through the acquisitions of GHI, BOC and Stonegate. In an effort to achieve efficiencies, primarily from the Stonegate acquisition, the Company plans to close or merge several Florida locations during the first quarter of 2018. During the remainder of 2018, we may announce additional strategic consolidations where it improves efficiency in certain markets.                

As of December 31, 2017,2023, we had 170223 branch locations. There were 76 branches in Arkansas, 8878 branches in Florida, 63 branches in Texas, five branches in Alabama and one branch in New York City.


Results of Operations for the Years Ended December 31, 2017, 20162023, 2022 and 2015

2021

Our net income decreased $42.0increased $87.7 million, or 23.7%28.7%, to $135.1$392.9 million for the year ended December 31, 2017,2023, from $177.1$305.3 million for the same period in 2016.2022. On a diluted earnings per share basis, our earnings were $0.89 per share and $1.26$1.94 per share for the yearsyear ended December 31, 20172023 and 2016, respectively, representing a decrease of $0.37$1.57 per share or 29.37% for the year ended 2017 when compared toDecember 31, 2022. The Company recorded $12.1 million in credit loss expense for the previous year. Excludingyear ended December 31, 2023. This consisted of a $12.0 million provision for credit losses on loans, a $1.7 million provision for credit losses on investment securities and a reversal of $1.5 million provision for unfunded commitments. During the $36.9year ended December 31, 2023, the Company recorded $13.0 millionone-time TCJA charge, $33.4 million of hurricane in FDIC special assessment expense and $25.7$1.1 million of merger expenses associated with the 2017 acquisitions offset by $3.8 million ofone-timenon-taxable gain on acquisition, 2017 annualafter-tax earnings excludingnon-fundamental items were $204.8 million, an increase of $27.8 million, or 15.7%, from 2016 annualafter-tax earnings excludingnon-fundamental items of $177.0 million (See Table 27loss for thenon-GAAP tabular reconciliation). The $27.8 million increase in earnings excludingnon-fundamental items is primarily associated with additional net interest income largely resulting from our acquisitions combined with $125.2 million of organic loan growth plus a decrease in thenon-hurricane related provision for loan losses during 2017, growth innon-interest income and the reduced amortizationfair value of the indemnification asset when compared to the same period in 2016. These improvementsmarketable securities, which were partially offset by an increase$3.5 million in the costs associated with the asset growth plus an increaserecoveries on historic losses from loans charged off prior to acquisition and $3.1 million in interest expense on deposits and an increase in interest expense related to the issuanceBOLI death benefits.






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Table of $300 million of subordinated notes during the second quarter of 2017 when compared to the same period in 2016.

Contents

Our net income increased $38.9decreased $13.8 million, or 28.2%4.3%, to $177.1$305.3 million for the year ended December 31, 2016,2022, from $138.2$319.0 million for the same period in 2015.2021. On a diluted earnings per share basis, our earnings were $1.26 per share and $1.01$1.57 per share for the yearsyear ended December 31, 20162022 and 2015, respectively, representing an increase of $0.25$1.94 per share or 24.8%, for the year ended 2016 when compared toDecember 31, 2021. As a result of the previous year.acquisition of Happy, which we completed on April 1, 2022, we incurred $49.6 million in merger expenses and recorded a $45.2 million provision for credit losses on acquired loans for the CECL "double count," an $11.4 million provision for credit losses on acquired unfunded commitments and a $2.0 million provision for credit losses on acquired held-to-maturity investment securities. The $38.9 million increase insummation of these items reduced net income is primarily associated withby $81.6 million ($108.2 million pre-tax) and earnings per share by $0.42 per share for the year ended December 31, 2022. Excluding the impact of the acquisition of Happy, the Company determined that an additional net interest income during 2016 largely resulting from our 2015 acquisitions, organic$5.0 million provision for credit losses on loans was necessary due to increased loan growth a slight decrease induring the year. However, excluding the impact of the acquisition of Happy, the Company determined no additional provision for loanunfunded commitments or investment securities was necessary as of December 31, 2022. During the year ended December 31, 2022, the Company recorded $10.0 million in income from the settlement of a lawsuit brought by the Company, net of legal expense, $6.7 million in recoveries on historic losses growthfrom loans charged off prior to acquisition, and $1.4 million innon-interest income, and the reduced amortization of the indemnification asset, when compared to the same period in 2015. These improvements special dividends from equity investments, which were partially offset by an increase$2.1 million in TRUPS redemption fees, $1.3 million loss for the costs associated with the asset growth when compared to the same perioddecrease in 2015.

fair value of marketable securities and $176,000 in hurricane expenses.

Net Interest Income

Net interest income, our principal source of earnings, is the difference between the interest income generated by earning assets and the total interest cost of the deposits and borrowings obtained to fund those assets. Factors affecting the level of net interest income include the volume of earning assets and interest-bearing liabilities, yields earned on loans and investments and rates paid on deposits and other borrowings, the level ofnon-performing loans and the amount ofnon-interest-bearing liabilities supporting earning assets. Net interest income is analyzed in the discussion and tables below on a fully taxable equivalent basis. The adjustment to convert certain income to a fully taxable equivalent basis consists of dividingtax-exempt income by one minus the combined federal and state income tax rate (39.225%(24.989% for yearsthe year ended December 31, 2017, 20162023, 24.6735% for the year ended December 31, 2022 and 2015)25.740% for year ended December 31, 2021).

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal FundsReserve increased the target rate which is the cost to banks of immediately available overnight funds, was loweredseven times during 2022. First, on DecemberMarch 16, 2008 to a historic low of 0.25% to 0%, where it remained until December 16, 2015, when2022, the target rate was increased slightlyto 0.25% to 0.50% to 0.25%. Since December 31, 2016,Second, on May 4, 2022, the Federal Funds target rate haswas increased 100 basis points and is currently atto 0.75% to 1.00%. Third, on June 15, 2022, the target rate was increased to 1.50% to 1.25%1.75%.

Fourth, on July 27, 2022, the target rate was increased to 2.25% to 2.50%. Fifth, on September 21, 2022, the target rate was increased to 3.00% to 3.25%. Sixth, on November 2, 2022, the target rate was increased to 3.75% to 4.00%. Seventh, on December 14, 2022, the target rate was increased to 4.25% to 4.50%. The Federal Reserve increased the target rate four times during 2023. First, on February 1, 2023, the target rate was increased to 4.50% to 4.75%, second, on March 22, 2023, the target rate was increased to 4.75% to 5.00%, third, on May 3, 2023, the target rate was increased to 5.00% to 5.25% and fourth, on July 26, 2023, the target rate was increased to 5.25% to 5.50%.

Our GAAP net interest margin decreasedon a fully taxable equivalent basis increased from 4.81%3.81% for the year ended December 31, 20162022 to 4.51%4.25% for the year ended December 31, 2017. For2023. The yield on interest earning assets was 6.03% and 4.40% for the yearyears ended December 31, 20172023 and 2016,2022, respectively, as average interest earning assets decreased from $20.15 billion to $19.57 billion. The decrease in average interest earning assets is primarily due to a $2.12 billion decrease in average interest-bearing balances due from banks, which was partially offset by a $1.37 billion increase in average loans receivable and a $171.0 million increase in average investment securities. For the years ended December 31, 2023 and 2022, we recognized $35.7$10.6 million and $42.3$16.3 million, respectively, in total net accretion for acquired loans and deposits. Thenon-GAAP margin excluding accretion income was 4.12% and 4.26% for the years ended December 31, 2017 and 2016, respectively. Additionally, thenon-GAAP yield on loans excluding accretion income was 5.21% and 5.10% for the years ended December 31, 2017 and 2016, respectively. Other than the previously mentioned reduction in accretion was dilutive to the net accretion income for acquired loans and deposits,interest margin by approximately 3 basis points. The overall increase in the net interest margin was negatively impacteddue to a decrease in average interest-bearing cash balances as well as an increase in interest income from higher yields on average interest-earning assets, partially offset by our April 2017 issuance of $300 million of 5.625%fixed-to-floating rate subordinated notes, which added approximately $13.1 million ofan increase in interest expense when compareddue to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the same period in 2016,Happy acquisition and by our strategic decision to keep excess cash liquidity on the books during 2017.

current rising interest rate environment.

Net interest income on a fully taxable equivalent basis increased $49.9$65.1 million, or 12.1%8.5%, to $463.8$832.5 million for the year ended December 31, 2017,2023, from $413.9$767.3 million for the same period in 2016. This increase in net interest income was the result of an $83.6 million increase in interest income combined with a $33.8 million increase in interest expense. The $83.6 million increase in interest income was primarily the result of a higher level of earning assets offset by lower yields on our loans. The higher level of earning assets resulted in an increase in interest income of $84.9 million. The lower yield was primarily driven by the decline of loan accretion income on our historical acquisitions offset by increased loan production in the higher rate environment, which resulted in a $1.3 million decrease in interest income. The $33.8 million increase in interest expense for the year ended December 31, 2017, is primarily the result of an increase in interest bearing liabilities repricing in a rising interest rate environment combined with a higher level of our interest bearing liabilities. The repricing of our interest bearing liabilities in a rising interest rate environment resulted in an approximately $22.0 million increase in interest expense. The higher level of our interest bearing liabilities, primarily subordinated debentures, resulted in an increase in interest expense of approximately $11.8 million.

Our net interest margin decreased from 4.98% for the year ended December 31, 2015 to 4.81% for the year ended December 31, 2016. For the years ended December 31, 2016 and 2015, we recognized $42.3 million and $47.6 million, respectively, in total net accretion for acquired loans and deposits. Thenon-GAAP margin excluding accretion income was flat at 4.24% and 4.23% for the years ended December 31, 2016 and 2015, respectively. Additionally, thenon-GAAP yield on loans excluding accretion income was also relatively flat at 5.10% and 5.05% for the years ended December 31, 2016 and 2015, respectively. Consequently, with growth of the average loan balance of $1.25 billion, we experienced a decline in the GAAP yield on loans and net interest margin because the organic loan growth was approximately at our lowernon-GAAP loan yields.

Net interest income on a fully taxable equivalent basis increased $50.5 million, or 13.9%, to $413.9 million for the year ended December 31, 2016, from $363.4 million for the same period in 2015.2022. This increase in net interest income was the result of a $59.3$294.1 million increase in interest income, combined with an $8.8partially offset by a $229.0 million increase in interest expense.expense on a fully taxable equivalent basis. The $59.3$294.1 million increase in interest income was primarily the result of athe increasing interest rate environment and the higher level of average interest earning assets offset by lower yields on our loans.due to the acquisition of Happy during the second quarter of 2022. The higher level ofyield on earning assets resulted in an increase in interest income of $74.2approximately $248.5 million, and the change in earning assets resulted in an increase in interest income of approximately $45.6 million. The lower yield was primarily driven by the repricing of our loans, which resulted in a $14.9 million decrease in interest income. The $8.8$229.0 million increase in interest expense for the year ended December 31, 2016, is primarily the result of the increasing interest rate environment as well as the higher level of average interest bearing liabilities due to the acquisition of Happy during the second quarter of 2022. The higher rates on interest bearing liabilities resulted in an increase in higher levelinterest expense of our interest bearing liabilities from our acquisitions combined with our interest bearing liabilities repricingapproximately $224.1 million, and the change in a slightly higher interest rate environment. The higher level of our interest bearing liabilities resulted in an increase in interest expense of approximately $4.9 million. The repricing

50

Table of our interest bearing liabilities in a slightly higher interest rate environment resulted in a $3.9 million increase in interest expense.

NetContents

Our net interest margin on a fully taxable equivalent basis was 4.51%increased from 3.66% for the year ended December 31, 2017, compared2021 to 4.81% and 4.98%3.81% for the same periods in 2016year ended December 31, 2022. The yield on interest earning assets was 4.40% and 2015, respectively. Thenon-GAAP margin excluding accretion income was 4.12%, 4.26% and 4.23%3.99% for the years ended December 31, 2017, 20162022 and 2015, respectively.

Additional information2021, respectively, as average interest earning assets increased from $15.86 billion to $20.15 billion. The increase in average earning assets is primarily the result of a $2.57 billion increase in average loans receivable and analysisa $1.87 billion increase in average investment securities, largely resulting from the acquisition of Happy, which were partially offset by a $151.9 million decrease in average interest-bearing balances due from banks. For the years ended December 31, 2022 and 2021, we recognized $16.3 million and $20.2 million, respectively, in total net accretion for ouracquired loans and deposits. The reduction in accretion was dilutive to the net interest margin can be foundby approximately 2 basis points. During 2022, the Company experienced a $31.8 million reduction in Tables 24 through 26interest income from PPP loans due to the forgiveness of ourNon-GAAP Financial Measurements sectionthe PPP loans and the acceleration of this “Management’s Discussionthe deferred fees for the loans that were forgiven. This reduction in income was dilutive to the net interest margin by approximately 8 basis points. We recognized $3.8 million in event interest income for the year ended December 31, 2022 compared to $6.7 million in event income for the year ended December 31, 2021. This was dilutive to the net interest margin by approximately 2 basis points. The overall increase in the net interest margin was due to an increase in interest income due to an increase in both average earning assets at higher yields, which was partially offset by an increase in interest expense due to an increase in average interest-bearing liabilities at higher interest rates primarily as a result of the Happy acquisition, and Analysisthe current rising interest rate environment.

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

approximately $185.5 million, and the higher yield on earning assets resulted in a decrease in interest income of approximately $68.7 million. The $66.9 million increase in interest expense was primarily the result of the higher level of average interest bearing liabilities due to the acquisition of Happy during the second quarter of 2022 and the increasing interest rate environment. The higher rates on interest bearing liabilities resulted in an increase in interest expense of approximately $52.8 million, and the increase in interest bearing liabilities resulted in an increase in interest expense of approximately $14.0 million.

Tables 2 and 3 reflect an analysis of net interest income on a fully taxable equivalent basis for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, as well as changes in fully taxable equivalent net interest margin for the years 20172023 compared to 20162022 and 20162022 compared to 2015.

2021.

Table 2: Analysis of Net Interest Income

   Years Ended December 31, 
   2017  2016  2015 
   (Dollars in thousands) 

Interest income

  $520,251  $436,537  $377,436 

Fully taxable equivalent adjustment

   7,856   7,924   7,710 
  

 

 

  

 

 

  

 

 

 

Interest income – fully taxable equivalent

   528,107   444,461   385,146 

Interest expense

   64,346   30,579   21,724 
  

 

 

  

 

 

  

 

 

 

Net interest income – fully taxable equivalent

  $463,761  $413,882  $363,422 
  

 

 

  

 

 

  

 

 

 

Yield on earning assets – fully taxable equivalent

   5.14  5.17  5.28

Cost of interest-bearing liabilities

   0.82   0.46   0.38 

Net interest spread – fully taxable equivalent

   4.32   4.71   4.90 

Net interest margin – fully taxable equivalent

   4.51   4.81   4.98 

Years Ended December 31,
202320222021
(Dollars in thousands)
Interest income$1,175,053 $877,766 $625,171 
Fully taxable equivalent adjustment5,506 8,663 7,079 
Interest income – fully taxable equivalent1,180,559 886,429 632,250 
Interest expense348,108 119,090 52,200 
Net interest income – fully taxable equivalent$832,451 $767,339 $580,050 
Yield on earning assets – fully taxable equivalent6.03 %4.40 %3.99 %
Cost of interest-bearing liabilities2.52 0.87 0.49 
Net interest spread – fully taxable equivalent3.51 3.53 3.50 
Net interest margin – fully taxable equivalent4.25 3.81 3.66 
51

Table of Contents
Table 3: Changes in Fully Taxable Equivalent Net Interest Margin

   December 31, 
   2017 vs. 2016  2016 vs. 2015 
   (In thousands) 

Increase (decrease) in interest income due to change in earning assets

  $84,906  $74,166 

Increase (decrease) in interest income due to change in earning asset yields

   (1,260  (14,850

(Increase) decrease in interest expense due to change in interest-bearing liabilities

   (11,752  (4,903

(Increase) decrease in interest expense due to change in interest rates paid oninterest-bearing liabilities

   (22,015  (3,953
  

 

 

  

 

 

 

Increase (decrease) in net interest income

  $49,879  $50,460 
  

 

 

  

 

 

 

December 31,
2023 vs. 20222022 vs. 2021
(In thousands)
Increase in interest income due to change in earning assets$45,599 $185,499 
Increase in interest income due to change in earning asset yields248,531 68,680 
Increase in interest expense due to change in interest-bearing liabilities(4,945)(14,048)
Increase in interest expense due to change in interest rates paid on interest-bearing liabilities(224,073)(52,842)
Increase in net interest income$65,112 $187,289 
Table 4 shows, for each major category of earning assets and interest-bearing liabilities, the average amount outstanding, the interest income or expense on that amount and the average rate earned or expensed for the years ended December 31, 2017, 20162023, 2022 and 2015.2021. The table also shows the average rate earned on all earning assets, the average rate expensed on all interest-bearing liabilities, the net interest spread and the net interest margin for the same periods. The analysis is presented on a fully taxable equivalent basis.Non-accrual loans were included in average loans for the purpose of calculating the rate earned on total loans.

Table 4: Average Balance Sheets and Net Interest Income Analysis

  Years Ended December 31, 
  2017  2016  2015 
  Average
Balance
  Income /
Expense
  Yield /
Rate
  Average
Balance
  Income /
Expense
  Yield /
Rate
  Average
Balance
  Income /
Expense
  Yield /
Rate
 
  (Dollars in thousands) 

ASSETS

         

Earnings assets

         

Interest-bearing balances due from banks

 $220,231  $2,309   1.05 $117,022  $471   0.40 $108,315  $233   0.22

Federal funds sold

  6,308   10   0.16   1,764   9   0.51   9,250   24   0.26 

Investment securities – taxable

  1,300,384   26,776   2.06   1,161,428   21,246   1.83   1,114,829   21,695   1.95 

Investment securities –non-taxable

  348,865   19,411   5.56   337,318   18,598   5.51   332,048   18,309   5.51 

Loans receivable

  8,403,154   479,601   5.71   6,986,759   404,137   5.78   5,732,315   344,885   6.02 
 

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

Total interest-earning assets

  10,278,942  $528,107   5.14   8,604,291  $444,461   5.17   7,296,757  $385,146   5.28 
  

 

 

    

 

 

    

 

 

  

Non-earning assets

  1,220,163     964,562     914,225   
 

 

 

    

 

 

    

 

 

   

Total assets

 $11,499,105    $9,568,853    $8,210,982   
 

 

 

    

 

 

    

 

 

   

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

       

Liabilities

         

Interest-bearing liabilities

         

Savings and interest-bearing transaction accounts

 $4,823,626  $23,176   0.48 $3,717,880  $8,978   0.24 $3,218,745  $6,306   0.20

Time deposits

  1,444,828   10,601   0.73   1,362,680   6,948   0.51   1,381,562   6,665   0.48 
 

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

Total interest-bearing deposits

  6,268,454   33,777   0.54   5,080,560   15,926   0.31   4,600,307   12,971   0.28 

Federal funds purchased

  77   1   1.30   255   2   0.78   824   4   0.49 

Securities sold under agreement to

repurchase

  134,689   918   0.68   120,576   574   0.48   156,513   621   0.40 

FHLB borrowed funds

  1,117,817   14,513   1.30   1,376,364   12,484   0.91   902,852   6,774   0.75 

Subordinated debentures

  285,733   15,137   5.30   60,826   1,593   2.62   60,826   1,354   2.23 
 

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

  

Total interest-bearing liabilities

  7,806,770   64,346   0.82   6,638,581   30,579   0.46   5,721,322   21,724   0.38 
  

 

 

    

 

 

    

 

 

  

Non-interest bearing liabilities

         

Non-interest bearing deposits

  2,005,632     1,619,128     1,358,905   

Other liabilities

  45,425     53,218     48,170   
 

 

 

    

 

 

    

 

 

   

Total liabilities

  9,857,827     8,310,927     7,128,397   

Stockholders’ equity

  1,641,278     1,257,926     1,082,585   
 

 

 

    

 

 

    

 

 

   

Total liabilities and stockholders’ equity

 $11,499,105    $9,568,853    $8,210,982   
 

 

 

    

 

 

    

 

 

   

Net interest spread

    4.32    4.71    4.90

Net interest income and margin

  $463,761   4.51   $413,882   4.81   $363,422   4.98 
  

 

 

    

 

 

    

 

 

  

Years Ended December 31,
202320222021
Average
Balance
Income /
Expense
Yield /
Rate
Average
Balance
Income /
Expense
Yield /
Rate
Average
Balance
Income /
Expense
Yield /
Rate
(Dollars in thousands)
ASSETS
Earnings assets
Interest-bearing balances due from banks$319,733 $15,023 4.70 %$2,444,541 $29,110 1.19 %$2,596,460 $3,515 0.14 %
Federal funds sold3,864 221 5.72 1,519 25 1.65 71 — — 
Investment securities – taxable3,655,632 138,575 3.79 3,582,664 91,933 2.57 2,031,139 30,054 1.48 
Investment securities – non-taxable1,276,566 36,727 2.88 1,178,561 36,363 3.09 858,503 26,017 3.03 
Loans receivable14,314,732 990,013 6.92 12,940,998 728,998 5.63 10,375,457 572,664 5.52 
Total interest-earning assets19,570,527 1,180,559 6.03 20,148,283 886,429 4.40 15,861,630 632,250 3.99 
Non-earning assets2,647,383 2,405,057 1,597,355 
Total assets$22,217,910 $22,553,340 $17,458,985 
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Interest-bearing liabilities
Savings and interest-bearing transaction accounts$11,162,244 $258,586 2.32 %$11,520,781 $81,061 0.70 %$8,716,004 $15,956 0.18 %
Time deposits1,284,156 37,392 2.91 1,033,431 4,928 0.48 1,087,875 8,980 0.83 
Total interest-bearing deposits12,446,400 295,978 2.38 12,554,212 85,989 0.68 9,803,879 24,936 0.25 
Federal funds purchased44 6.82 220 0.91 — — — 
Securities sold under agreement to repurchase149,014 4,813 3.23 129,006 1,430 1.11 151,190 497 0.33 
FHLB & other borrowed funds753,152 30,825 4.09 473,839 11,076 2.34 400,000 7,604 1.90 
Subordinated debentures440,125 16,489 3.75 515,049 20,593 4.00 370,712 19,163 5.17 
Total interest-bearing liabilities13,788,735 348,108 2.52 13,672,326 119,090 0.87 10,725,781 52,200 0.49 
Non-interest-bearing liabilities
Non-interest-bearing deposits4,599,241 5,378,906 3,924,341 
Other liabilities198,634 171,390 124,724 
Total liabilities18,586,610 19,222,622 14,774,846 
Stockholders’ equity3,631,300 3,330,718 2,684,139 
Total liabilities and stockholders’ equity$22,217,910 $22,553,340 $17,458,985 
Net interest spread3.51 %3.53 %3.50 %
Net interest income and margin$832,451 4.25 $767,339 3.81 $580,050 3.66 
52

Table of Contents
Table 5 shows changes in interest income and interest expense resulting from changes in volume and changes in interest rates for the year ended December 31, 20172023 compared to 20162022 and 20162022 compared to 20152021 on a fully taxable equivalent basis. The changes in interest rate and volume have been allocated to changes in average volume and changes in average rates, in proportion to the relationship of absolute dollar amounts of the changes in rates and volume.

Table 5: Volume/Rate Analysis 
   Years Ended December 31, 
   2017 over 2016  2016 over 2015 
   Volume  Yield
/Rate
  Total  Volume  Yield
/Rate
  Total 
   (In thousands) 

Increase (decrease) in:

       

Interest income:

       

Interest-bearing balances due from banks

  $651  $1,187  $1,838  $20  $218  $238 

Federal funds sold

   10   (9  1   (28  13   (15

Investment securities – taxable

   2,698   2,832   5,530   885   (1,333  (448

Investment securities –non-taxable

   641   172   813   291   (2  289 

Loans receivable

   80,906   (5,442  75,464   72,998   (13,746  59,252 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total interest income

   84,906   (1,260  83,646   74,166   (14,850  59,316 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Interest expense:

       

Interest-bearing transaction and savings deposits

   3,281   10,917   14,198   1,069   1,603   2,672 

Time deposits

   441   3,212   3,653   (92  375   283 

Federal funds purchased

   —     (1  (1  —     (1  (1

Securities sold under agreement to repurchase

   73   271   344   (158  111   (47

FHLB borrowed funds

   (2,652  4,681   2,029   4,084   1,626   5,710 

Subordinated debentures

   10,609   2,935   13,544   —     239   239 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total interest expense

   11,752   22,015   33,767   4,903   3,953   8,856 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Increase (decrease) in net interest income

  $73,154  $(23,275 $49,879  $69,263  $(18,803 $50,460 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Table 5: Volume/Rate Analysis
Years Ended December 31,
2023 over 20222022 over 2021
VolumeYield /
Rate
TotalVolumeYield /
Rate
Total
(In thousands)
Increase (decrease) in:
Interest income:
Interest-bearing balances due from banks$(42,285)$28,198 $(14,087)$(218)$25,813 $25,595 
Federal funds sold75 121 196 — 25 25 
Investment securities – taxable1,909 44,733 46,642 31,552 30,327 61,879 
Investment securities – non-taxable2,911 (2,547)364 9,867 479 10,346 
Loans receivable82,989 178,026 261,015 144,298 12,036 156,334 
Total interest income45,599 248,531 294,130 185,499 68,680 254,179 
Interest expense:
Interest-bearing transaction and savings deposits(2,600)180,125 177,525 6,619 58,486 65,105 
Time deposits1,473 30,991 32,464 (429)(3,623)(4,052)
Federal funds purchased(3)
Securities sold under agreement to repurchase254 3,129 3,383 (83)1,016 933 
FHLB & other borrowed funds8,685 11,064 19,749 1,547 1,925 3,472 
Subordinated debentures(2,864)(1,240)(4,104)6,393 (4,963)1,430 
Total interest expense4,945 224,073 229,018 14,048 52,842 66,890 
Increase in net interest income$40,654 $24,458 $65,112 $171,451 $15,838 $187,289 
Provision for LoanCredit Losses

Our management assesses

The Company accounts for credit losses in accordance with ASC 326. The measurement of expected credit losses under the adequacyCECL methodology is applicable to financial assets measured at amortized cost, including loan receivables and held-to-maturity debt securities. It also applies to off-balance sheet credit exposures not accounted for as insurance (loan commitments, standby letters of credits, financial guarantees, and other similar instruments) and net investments in leases recognized by a lessor in accordance with Topic 842 on leases.
Credit Loss Expense: During the year ended December 31, 2023, the Company recorded a $12.0 million provision for credit losses on loans, a $1.7 million provision for credit losses on investment securities and a recovery of $1.5 million provision for unfunded commitments.
Net charge-offs to average total loans decreased to 0.09% for the year ended December 31, 2023 from 0.11% for the year ended December 31, 2022. Non-performing loans to total loans increased from 0.42% as of December 31, 2022 to 0.44% as of December 31, 2023.
Loans. Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, housing price indices and rental vacancy rate index.

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Acquired loans. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. This is commonly referred to as “double accounting" or "double count."
The allowance for credit losses is measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:
1-4 family construction
All other construction
1-4 family revolving home equity lines of credit (“HELOC”) & junior liens
1-4 family senior liens
Multifamily
Owner occupies commercial real estate
Non-owner occupied commercial real estate
Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other
Consumer auto
Other consumer
Other consumer - SPF
The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans evaluated individually that are considered to be collateral dependent are not included in the collective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to sell, and the amortized cost basis of the loan as of the measurement date. When repayment is expected to be from the operation of the collateral, expected credit losses are calculated as the amount by applyingwhich the provisionsamortized cost basis of FASB ASC310-10-35. Specific allocationsthe loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans which are determined for loansnot considered to be impairedcollateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.
Investments – Available-for-sale: The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and loss factors are assignedchanges to the remainderrating of the loan portfoliosecurity by a rating agency, and adverse conditions specifically related to determinethe security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an appropriate levelallowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for loan losses. credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Investments – Held-to-Maturity. The allowance is increased, as necessary, by makingCompany evaluates all securities quarterly to determine if any securities in a loss position require a provision for loan losses.credit losses in accordance with ASC 326. The specific allocations for impaired loans are assigned basedCompany measures expected credit losses on an estimated net realizable value after a thorough review of the credit relationship. The potential loss factors associated with the remainder of the loan portfolio are based on an internal net loss experience, as well as management’s review of trends within the portfolio and related industries.

While general economic trends have continued to improve, we cannot be certain that the current economic conditions will improve in the future. Recent and ongoing events at the national and international levels can create uncertainty in the financial markets. Despite these economic uncertainties, we continue to follow our historically conservative procedures for lending and evaluating the provision and allowance for loan losses. Our practice continues to be primarily traditional real estate lending with strongloan-to-value ratios.

Generally, commercial, commercial real estate, and residential real estate loans are assigned a level of risk at origination. Thereafter, these loans are reviewedHTM securities on a regular basis.collective basis by major security type, with each type sharing similar risk characteristics. The periodic reviews generally include loan payment and collateral status, the borrowers’ financial data, and key ratios such as cash flows, operating income, liquidity, and leverage. A material change in the borrower’sestimate of expected credit analysis can result in an increase or decrease in the loan’s assigned risk grade. Aggregate dollar volume by risk grade is monitored on anon-going basis.    

Our management reviews certain key loan quality indicators on a monthly basis, including current economic conditions, delinquency trends and ratios, portfolio mix changes, and otherlosses considers historical credit loss information management deems necessary. This review process provides a degree of objective measurement that is usedadjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in conjunction with periodic internal evaluations. To the extent that this review process yields differences between estimated and actual observed losses, adjustments are made to the loss factors used to determine the appropriate level of the allowance for loan losses.

Our Company is primarily a real estate lender in the markets we serve. As such, wecredit losses are subject to declines in asset quality when real estate prices fall. The recession in the latter years of the last decade harshly impacted the real estate market in Florida. The economic conditions in virtually every asset class, particularly in our Florida markets, have improved in recent years. Our Arkansas markets’ economies remained relatively stable during and after the recession with no significant boom or bust.    

Therecorded as provision for loan losses represents management’s determination of the amount necessary to be(or reversal of) credit loss expense. Losses are charged against the current period’s earnings, to maintainallowance when management believes the allowance for loan losses atuncollectability of a level thatsecurity is considered adequate in relation to the estimated risk inherent in the loan portfolio.    

Our 2017 earnings were significantly impacted by Hurricane Irma which made initial landfall in the Florida Keys and a second landfall just southconfirmed.



54

Table of Naples, Florida, as a Category 4 hurricane on September 10, 2017. While the total impact of this hurricane on the Company’s financial condition and results of operations may not be known for some time, the Florida Keys appears to be currently operating at approximately 75% of its normal business activity. We included in 2017 earnings, certain charges, including the establishment of reserves, related to the hurricane. Based on initial assessments of the potential credit impact and damage to the approximately $2.41 billion in legacy loans receivable we have in the disaster area, we have accrued $33.4 million ofpre-tax hurricane expenses. The $33.4 million of hurricane expenses include the following items: $32.9 million to establish a storm-related provision for loan losses and a $556,000 charge related to direct damage expenses incurred through December 31, 2017. The $32.9 million of storm-related provision for loan losses was calculated by taking a 5.0% allocation on the loans in the Florida Key loans receivable balances, a 5.0% allocation on specific large loans located in the path of the hurricane on the mainland of Florida, and a 0.75% allocation on balances in the remaining counties within the FEMA-designated disaster areas. As of December 31, 2017, charge-offs of $2.2 million have been taken against the storm-related provision for loan losses. Additionally, as a result of Hurricane Irma, we offered customers located in the disaster area a90-day deferment on outstanding loans. Contents
During the fourth quarter of 2017, customers with loan balances totaling approximately $211.7 million accepted the90-day deferment. As of December 31, 2017, loan balances totaling approximately $63.6 million remained on the90-day deferment.

There was $44.3 million, $18.6 million and $25.2 million provision loan losses for yearsyear ended December 31, 2017, 2016 and 2015, respectively. Excluding $32.92023, one of the Company’s AFS subordinated debt investment securities was downgraded below investment grade. As result, the Company wrote down the value of the investment to its unrealized loss position, which required a $1.7 million provision. The remaining $842,000 allowance for credit losses on AFS investments is associated with certain securities in the subordinated debt portfolio within the banking sector. These investments are classified within the other securities category of the AFS portfolio. The $2.0 million allowance for credit losses for the held-to-maturity portfolio was considered adequate. No additional provision for loan losses related to Hurricane Irma during 2017 and the reduced provision for loan losses as a result of a significant loan recovery during 2016, we experienced a $12.3 million decrease in the provision for loan losses during 2017 versus the 2016. This $12.3 million decrease is primarily a result of lower organic loan growth versus 2016.

We experienced a $6.6 million decrease in the provision for loan losses during 2016 versus 2015. This $6.6 million decrease is primarily a reflection of reduced provision for loan losses as a result of a significant loan recovery offset by lower organic loan growth versus the year ended 2015. We were able to reduce 2016 provision for loan losses as a result of a significant loan recovery from a borrower which wascharged-off in 2010. We estimate the 2016 provision for loancredit losses was reduced by $4.5 million as a result of this loan recovery.

Based upon current accounting guidance,considered necessary for the allowance for loan losses is not carried over in an acquisition. As a result, none of the acquired loans had any allocation of the allowance for loan losses at merger date. This is the result of all purchased loans being recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820. However, as the acquired loans pay off or renew and the acquired footprint originates new loan production, it is necessary to establish an allowance which represents an amount that, in management’s judgment, will be adequate to absorb credit losses. The allowance for loan loss methodology for all originated loans as disclosed in Note 1 to the Notes to Consolidated Financial Statements was used for these loans. Our current or historical provision levels should not be relied upon as a predictor or indicator of future levels going forward.

HTM portfolio.

Non-Interest Income

Totalnon-interest income was $99.6$169.9 million in 2017,2023, compared to $87.1$175.1 million in 20162022 and $65.5$137.6 million in 2015.2021. Our recurringnon-interest income includes service charges on deposit accounts, other service charges and fees, trust fees, mortgage lending, insurance commissions, increase in cash value of life insurance, fair value adjustment for marketable securities and dividends.

Table 6 measures the various components of ournon-interest income for the years ended December 31, 2017, 2016,2023, 2022, and 2015,2021, respectively, as well as changes for the years 20172023 compared to 20162022 and 20162022 compared to 2015.

Table 6:Non-Interest Income 
   Years Ended December 31,  2017 Change  2016 Change 
   2017  2016  2015  from 2016  from 2015 
   (Dollars in thousands) 

Service charges on deposit accounts

  $24,922  $25,049  $24,252  $(127  (0.5)%  $797   3.3

Other service charges and fees

   36,127   30,200   26,186   5,927   19.6   4,014   15.3 

Trust fees

   1,678   1,457   2,381   221   15.2   (924  (38.8

Mortgage lending income

   13,286   14,399   10,423   (1,113  (7.7  3,976   38.1 

Insurance commissions

   1,948   2,296   2,268   (348  (15.2  28   1.2 

Increase in cash value of life insurance

   1,989   1,412   1,199   577   40.9   213   17.8 

Dividends from FHLB, FRB, Bankers’ bank & other

   3,485   3,091   1,698   394   12.7   1,393   82.0 

Gain on acquisitions

   3,807   —     1,635   3,807   100.0   (1,635  (100.0

Gain on sale of SBA loans

   738   1,088   541   (350  (32.2  547   101.1 

Gain (loss) on sale of branches, equipment and other assets, net

   (960  700   (214  (1,660  (237.1  914   427.1 

Gain (loss) on OREO, net

   1,025   (554  (317  1,579   285.0   (237  74.8 

Gain (loss) on securities, net

   2,132   669   4   1,463   218.7   665   16,625.0 

FDIC indemnification

accretion/(amortization), net

   —     (772  (9,391  772   (100.0  8,619   (91.8

Other income

   9,459   8,016   4,833   1,443   18.0   3,183   65.9 
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

Totalnon-interest income

  $99,636  $87,051  $65,498  $12,585   14.5 $21,553   32.9
  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

2021.

Table 6: Non-Interest Income
Years Ended December 31,2023 Change
from 2022
2022 Change
from 2021
202320222021
(Dollars in thousands)
Service charges on deposit accounts$39,207 $37,114 $22,276 $2,093 5.6 %$14,838 66.6 %
Other service charges and fees44,188 44,588 36,451 (400)(0.9)8,137 22.3 
Trust fees17,892 12,855 1,960 5,037 39.2 10,895 555.9 
Mortgage lending income10,738 17,657 25,676 (6,919)(39.2)(8,019)(31.2)
Insurance commissions2,086 2,192 1,943 (106)(4.8)249 12.8 
Increase in cash value of life insurance4,655 3,800 2,049 855 22.5 1,751 85.5 
Dividends from FHLB, FRB, FNBB & other11,642 9,198 14,835 2,444 26.6 (5,637)(38.0)
Gain on sale of SBA loans278 183 2,380 95 51.9 (2,197)(92.3)
Gain (loss) on sale of branches, equipment and other assets, net1,507 15 (105)1,492 (9946.7)120 114.3 
Gain on OREO, net332 500 2,003 (168)(33.6)(1,503)(75.0)
Gain on securities, net— — 219 — — (219)(100.0)
Fair value adjustment for marketable securities(1,094)(1,272)7,178 178 14.0 (8,450)(117.7)
Other income38,503 48,281 20,704 (9,778)(20.3)27,577 133.2 
Total non-interest income$169,934 $175,111 $137,569 $(5,177)(3.0)%$37,542 27.3 %
Non-interest income increased $12.6decreased $5.2 million, or 14.5%3.0%, to $99.6$169.9 million for the year ended December 31, 20172023 from $87.1$175.1 million for the same period in 2016.Non-interest2022. The primary factors that resulted in this decrease were the $9.8 million decrease in other income excludingand the $6.9 million decrease in mortgage lending income, partially offset by the $5.0 million increase in trust fees. Other factors were changes related to service charges on deposit accounts, cash value of life insurance, dividends from FHLB, FRB, FNBB & other and gain on acquisitionssale of branches, equipment and other assets.
Additional details for the year ended December 31, 2023 on some of the more significant changes are as follows:
The $2.1 million increase in service charges on deposit accounts is primarily related to an increase in overdraft fees and service charge fees related to the acquisition of Happy.
The $5.0 million increase in trust fees is primarily related to an increase in trust fees resulting from the acquisition of Happy.
The $6.9 million decrease in mortgage lending income is primarily related to a decrease in volume of secondary market loans from the high volume of loans during 2022. The decrease in volume is due to the increase in interest rates.
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The $855,000 increase in cash value of life insurance is primarily related to the increase in bank owned life insurance resulting from the acquisition of Happy.
The $2.4 million increase in dividends from FHLB, FRB, FNBB & other is primarily due to an increase in dividend income from FHLB and FRB stock holdings related to the acquisition of Happy and an increase in dividends on marketable securities, partially offset by a lower volume of dividends from equity investments.
The $1.5 million increase in gain on sale of branches, equipment and other assets, net, is primarily due to the sales of buildings in Texas and Florida in 2023.
The $9.8 million decrease in other income is primarily due to the $15.0 million in income in 2022 from the settlement of a lawsuit brought by the Company and a $6.0 million decrease in income for items previously charged-off, which were partially offset by $4.9 million increase in income from equity method investments, $3.1 million in BOLI death benefit income and a $2.8 million increase in rental income primarily related to the acquisition of Happy.
Non-interest income increased $8.8$37.5 million, or 10.1%27.3%, to $95.8$175.1 million for the year ended December 31, 20172022 from $87.1$137.6 million for the same period in 2016.

Excluding gain on acquisitions, the2021. The primary factors that resulted in this increase were the $27.6 million increase from December 31, 2016 to December 31, 2017in other income, the $14.8 million increase in service charges on deposit accounts and the $10.9 million increase in trust fees. Other factors were changes related to other service charges and fees, mortgage lending net lossincome, cash value of life insurance, dividends from FHLB, FRB, FNBB & other, gain on branches, equipment and other assets, netsale of SBA loans, gain on OREO net gain on securities, and amortization on our former FDIC indemnification asset and other income.

fair value adjustment for marketable securities.

Additional details for the year ended December 31, 20172022 on some of the more significant changes are as follows:

The $5.9$14.8 million increase in service charges on deposit accounts is primarily due to an increase in overdraft and service charge fees related to the acquisition of Happy.

The $8.1 million increase in other service charges and fees is primarily from our 2017 acquisitions plus additional loan payoffdue to an increase in interchange fees generated by Centennial CFG and approximately $1.3related to the acquisition of Happy.

The $10.9 million of MasterCard incentive income received during 2017.

The $1.7 million decreaseincrease in gain (loss) on branches, equipment and other assets, net,trust fees is primarily related to net losses on eleven vacant properties from closed branches during 2017 combined with net gains on four vacant properties during 2016 plus a gain on the sale of a piece of software during the second quarter of 2016.

The $1.6 millionan increase in gain (loss) on OREO is primarily related to realizing gains on saletrust fees resulting from OREO properties during 2017 versus the revaluationacquisition of seven OREO properties during 2016.Happy.

•    The $1.5 million increase in gain (loss) on securities, net, is a result of a strategic decision to recognize the gains on sales of investment securities when compared to the same period in 2016.

The $1.1$8.0 million decrease in mortgage lending income is primarily due to a decrease in volume of secondary market loans from the resulthigh volume of lower organic loan growth versus 2016 combined with the effects of Hurricane Irmaloans during September 2017 when compared2021. The decrease in volume is due to the same period in 2016. The disruption from the hurricane resulted in very little mortgage processing for nearly a two week period during the third quarter of 2017.

The $772,000 increase in FDIC indemnification accretion/amortization, net, is a result of thebuy-out of the FDIC loss share portfolio during the third quarter of 2016.interest rates.

Other income includes loan recoveries of $2.1 million on purchased loans and $3.0 million of investment brokerage fees.

Excluding gain on acquisitions, the primary factors that resulted in the increase from December 31, 2015 to December 31, 2016 were changes related to service charges on deposit accounts, other service charges and fees, trust fees, mortgage lending, dividends, gain (loss) on sale of branches, equipment and other assets, net, amortization on our FDIC indemnification asset and other income.

Additional details for the year ended December 31, 2016 on some of the more significant changes are as follows:

•     The $8.6$1.8 million increase in FDIC indemnification accretion/amortization, net,cash value of life insurance is primarily associated withrelated to the conclusion of the five-year covered loan loss-share agreements plus the termination of our loss share agreements during 2016.

The $4.0 million increase in other service charges and fees is primarily from our 2015 acquisitions plus additional loan payoff fees generated by Centennial CFG.

The $4.0 million increase in mortgage lending income isbank owned life insurance resulting from the additional lending volume from our 2015 acquisitions combined with organic loan growth. We hired a mortgage lending president during 2014 to oversee this product offering. This additional management position is responsible for improved pricing and efficiencies which are ultimately generating more revenue from the organic growth.acquisition of Happy.

The $1.4$5.6 million increasedecrease in dividends from FHLB, FRB, Bankers’ bankFNBB & other is primarily associated with additionaldue to a decrease in special dividends from equity investments, partially offset by an increase in dividend income from marketable securities and an increase in FRB stock holdings related to the FHLB. We have been increasing our useacquisition of FHLB borrowings, which has caused us to increase our ownership in the FHLB stock, plus the FHLB has been increasing the rate on their cash dividend.Happy.

•    The $924,000$2.2 million decrease in trust fees is primarily associated with $865,000 in12B-1 trust fees during the second quarter of 2015, of which the Company anticipates only $77,000 will be received on a recurring basis.

The $914,000 increase in gain (loss) on sale of branches, equipment and other assets, netSBA loans is primarily associated with adue to the decrease in the volume of SBA loan sales during 2022.
•     The $1.5 million decrease in gain on OREO resulted from a reduction in the salelevel of our Clermont, Florida branch locationsales of OREO during 2022.
The $8.5 million decrease in the fair value adjustment for marketable securities is due to a reduction in the fair value of marketable securities held by the Company.
•     The $27.6 million increase in other income is primarily due to $15.0 million in income from the settlement of a lawsuit brought by the Company and a gain on the sale of$6.3 million adjustment for equity method investments. Other factors include a piece of software$2.1 million increase in additional income for $738,000items previously charged off, $2.5 million increase in rental income and $102,000, respectively,a $2.0 million increase in investment brokerage fee income, partially offset by a $140,000 net loss$478,000 decrease in gain on salelife insurance.

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Table of vacant properties from closed branches during 2016.Contents

The $797,000 increase in service charges on deposit accounts primarily results from an increase in overdraft fees from additional volume from our 2015 acquisitions and deposit growth.Non-Interest Expense

Other income includes $561,000 of additional other income for an item previouslycharged-off plus loan recoveries of $591,000 on our former FDIC covered transactions, $244,000 on other purchased loans, $925,000 on other historical losses and $1.9 million of investment brokerage fees.

Non-Interest Expense

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

Table 7 below sets forth a summary ofnon-interest expense for the years ended December 31, 2017, 2016,2023, 2022, and 2015,2021, as well as changes for the years ended 20172023 compared to 20162022 and 20162022 compared to 2015.

2021.

Table 7:Non-Interest Expense

   Years Ended December 31,   2017 Change  2016 Change 
   2017   2016   2015   from 2016  from 2015 
   (Dollars in thousands) 

Salaries and employee benefits

  $119,369   $101,962   $87,512   $17,407   17.1 $14,450   16.5

Occupancy and equipment

   30,611    26,129    25,967    4,482   17.2   162   0.6 

Data processing expense

   11,998    10,499    10,774    1,499   14.3   (275  (2.6

Other operating expenses:

           

Advertising

   3,203    3,332    2,986    (129  (3.9  346   11.6 

Merger and acquisition expenses

   25,743    433    4,800    25,310   100.0   (4,367  (91.0

FDIC loss sharebuy-out expense

   —      3,849    —      (3,849  (100.0  3,849   100.0 

Amortization of intangibles

   4,207    3,132    4,079    1,075   34.3   (947  (23.2

Electronic banking expense

   6,662    5,742    5,166    920   16.0   576   11.1 

Directors’ fees

   1,259    1,150    1,071    109   9.5   79   7.4 

Due from bank service charges

   1,602    1,354    1,096    248   18.3   258   23.5 

FDIC and state assessment

   5,239    5,491    5,287    (252  (4.6  204   3.9 

Insurance

   2,512    2,193    2,542    319   14.5   (349  (13.7

Legal and accounting

   2,993    2,206    2,028    787   35.7   178   8.8 

Other professional fees

   5,359    4,049    3,226    1,310   32.4   823   25.5 

Operating supplies

   1,978    1,758    1,880    220   12.5   (122  (6.5

Postage

   1,184    1,084    1,196    100   9.2   (112  (9.4

Telephone

   1,374    1,751    1,917    (377  (21.5  (166  (8.7

Other expense

   14,915    15,641    16,028    (726  (4.6  (387  (2.4
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

Totalnon-interest expense

  $240,208   $191,755   $177,555   $48,453   25.3 $14,200   8.0
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

  

Years Ended December 31,2023 Change
from 2022
2022 Change
from 2021
202320222021
(Dollars in thousands)
Salaries and employee benefits$256,966 $238,885 $170,755 $18,081 7.6 %$68,130 39.9 %
Occupancy and equipment60,303 53,417 36,631 6,886 12.9 16,786 45.8 
Data processing expense36,329 34,942 24,280 1,387 4.0 10,662 43.9 
Merger expense— 49,594 1,886 (49,594)(100.0)47,708 2529.6 
Other operating expenses:
Advertising8,850 7,974 4,855 876 11.0 3,119 64.2 
Amortization of intangibles9,685 8,853 5,683 832 9.4 3,170 55.8 
Electronic banking expense14,313 13,632 9,817 681 5.0 3,815 38.9 
Directors' fees1,814 1,491 1,614 323 21.7 (123)(7.6)
Due from bank service charges1,115 1,255 1,044 (140)(11.2)211 20.2 
FDIC and state assessment25,530 8,428 5,472 17,102 202.9 2,956 54.0 
Hurricane expense— 176 — (176)(100.0)176 100.0 
Insurance3,567 3,705 3,118 (138)(3.7)587 18.8 
Legal and accounting5,230 9,401 3,703 (4,171)(44.4)5,698 153.9 
Other professional fees8,815 8,881 6,950 (66)(0.7)1,931 27.8 
Operating supplies3,138 3,120 1,915 18 0.6 1,205 62.9 
Postage2,081 2,078 1,283 0.1 795 62.0 
Telephone2,160 1,890 1,425 270 14.3 465 32.6 
Other expense32,967 27,905 18,086 5,062 18.1 9,819 54.3 
Total non-interest expense$472,863 $475,627 $298,517 $(2,764)(0.6)%$177,110 59.3 %
Non-interest expense excluding merger expenses, increased $23.1decreased $2.8 million, or 12.1%0.6%, to $214.5$472.9 million for the year ended December 31, 2017,2023, from $191.3$475.6 million for the same period in 2016.Non-interest2022. The primary factors that resulted in this decrease was the decrease in merger expense, excluding mergerpartially offset by increases in salaries and employee benefits expense and FDIC and state assessment expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, advertising expenses, amortization of intangibles, legal and accounting expenses and other expense.
Additional details for the year ended December 31, 2023 on some of the more significant changes are as follows:
The $18.1 million increase in salaries and employee benefits expense is primarily due to the acquisition of Happy.
The $6.9 million increase in occupancy and equipment expense is primarily due to increases in depreciation on buildings, machinery and equipment; utility expenses; lease expense; equipment maintenance and repairs; janitorial expenses; property taxes and other occupancy expenses related to the acquisition of Happy.
The $1.4 million increase in data processing expense is primarily due to increases in telecommunication fees, depreciation of equipment and software, software licensing subscriptions, core processing expenses and computer expenses related to the acquisition of Happy.
The $49.6 million decrease in merger and acquisition expense is due to costs associated with the acquisition of Happy.
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The $876,000 increase in advertising expense is primarily related to the acquisition of Happy.
The $832,000 increase in amortization of intangibles is due to the acquisition of Happy.
The $17.1 million increase in FDIC loss sharebuy-outand state assessment expense is primarily due to the FDIC special assessment during the fourth quarter of 2023 and the acquisition of Happy during the second quarter of 2022. The $13.0 million FDIC special assessment was $187.5levied in order to recover the losses to the Deposit Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and Signature Bank.
The $4.2 million decrease in legal and accounting expense is primarily due to expenses related to a lawsuit brought by the Company which were incurred in 2022.
The $5.1 million increase in other expenses is primarily related to the acquisition of Happy, partially offset by the reduction of $2.1 million in TRUPS redemption fees which were incurred in 2022.
Non-interest expense increased $177.1 million, or 59.3%, to $475.6 million for the year ended December 31, 2016 compared to $172.82022, from $298.5 million for the same period in 2015.

2021. The changeprimary factors that resulted innon-interest this increase was the increase in salaries and employee benefits expense and merger expense. Other factors were changes related to occupancy and equipment expenses, data processing expenses, electronic banking expense, FDIC and state assessment expense, legal and accounting expenses, other professional fees and other expense.

Additional details for 2017 excludingthe year ended December 31, 2022 on some of the more significant changes are as follows:
The $68.1 million increase in salaries and employee benefits expense is primarily due to the acquisition of Happy.
•    The $16.8 million increase in occupancy and equipment expense is primarily due to increases in depreciation on buildings, machinery and equipment; utility expenses; lease expense; equipment maintenance and repairs; janitorial expenses; property taxes and other occupancy expenses related to the acquisition of Happy.
The $10.7 million increase in data processing expense is primarily due to increases in telecommunication fees, computer software fees, licensing fees, mobile banking, internet banking and cash management expenses related to the acquisition of Happy.
The $47.7 million increase in merger expenses and FDIC loss sharebuy-outacquisition expense when comparedis due to 2016costs associated with the acquisition of Happy.
The $3.1 million increase in advertising expense is primarily related to the completionacquisition of our acquisitions,Happy.
The $3.2 million increase in amortization of intangibles is due to the normalacquisition of Happy.
The $3.8 million increase in electronic banking expenses is primarily due to the increased costdebit card processing fees and interchange network expense resulting from the acquisition of doing businessHappy.
The $3.0 million increase in FDIC and Centennial CFG.

Centennial CFG incurred $18.6 millionstate assessment expense is primarily due to FDIC assessment reductions for 2021 and the acquisition ofnon-interest expense Happy during the year ended December 31, 2017, respectively, comparedsecond quarter of 2022.

The $5.7 million increase in legal and accounting expense is primarily due to $14.5 million ofnon-interest expense during the year ended December 31, 2016, respectively. While the cost of doing business in New York City and Los Angeles is significantly higher than our Arkansas, Florida and Alabama markets, we are still committed to cost-saving measures while achieving our goals of growing the Company.

During 2017, the Company recorded a $556,000 chargeexpenses related to direct damage expenses from Hurricane Irma incurred through December 31, 2017. Ofa lawsuit brought by the $556,000, approximately $185,000 remained at December 31, 2017.

During 2017 and 2016, the Company had write-downs on vacant property from closed branches of approximately $47,000 and $2.3Company.

The $1.9 million respectively. These write-downs are includedincrease in other expense.

The change innon-interest expense for 2016 when compared to 2015professional fees is primarily related to the completionacquisition of our 2015 acquisitions,Happy.

The $1.2 million increase in operating expense is primarily due to the openingacquisition of Happy.
The $9.8 million increase in other expenses is primarily related to the Centennial CFG loan production office during the second quarteracquisition of 2015, the terminationHappy as well as $2.1 million in TRUPS redemption fees.
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Table of the FDIC loss share agreements, write-downs on vacant properties from closed branches and the normal increased cost of doing business.

Contents

Income Taxes

During 2023, the Company increased its marginal tax rate from 24.6735% to 24.989%. In an effort to more accurately reflect legislative and current state income apportionment, the state tax rate was increased to 5.049%. This raised the blended rate to 24.989%.
During 2022, the Company lowered its marginal tax rate from 25.740% to 24.6735%. In an effort to more accurately reflect current state income apportionment and state tax rates, the state tax rate was lowered to 4.65%. This lowered the blended rate to 24.6735%. Apportionment changes related to the acquisition of Happy and statutory tax rate changes were the main drivers in the tax rate reduction.
During 2021, the Company lowered its marginal tax rate from 26.135% to 25.740%. In an effort to more accurately reflect current state income apportionment and state tax rates, the state tax rate was lowered to 6.0%, lowering the blended rate to 25.74%. Florida and Arkansas were the main drivers in the tax rate reduction.
Income tax expense increased $30.5$29.6 million, or 28.9%33.2%, to $136.0$119.0 million for the year ended December 31, 2017,2023, from $105.5$89.3 million for 2016. The income2022. Income tax expense increased $25.2decreased $8.4 million, or 31.4%8.6%, to $105.5$89.3 million for the year ended December 31, 2016,2022, from $80.3$97.8 million for 2015.2021. The effective tax raterates for the years ended December 31, 2017, 20162023, 2022 and 20152021 were 50.17%23.24%, 37.33%22.64% and 36.75%23.45%, respectively.

In December 2017, President Trump signed into law the TCJA. As a result, the Company was required to revalue its deferred tax assets and deferred tax liabilities to account for the future impact of lower corporate tax rates on these deferred amounts, which resulted in aone-time write-down of $36.9 million. This resulted in a dilution to tangible book value of $0.21 per share as of December 31, 2017. The Company historically had aCompany’s marginal tax rate of 39.225%. Beginning January 1, 2018, the Company will benefit from a marginal tax rate of 26.135%. Theone-time write-down will result in an approximately eight month earn backwas 24.989%, 24.6735% and 25.740% for the dilution to tangible book value.

Excluding the $36.9 millionone-time TCJA charge, the income tax expense decreased $6.4 million, or 6.1%, to $99.1 million for the yearyears ended December 31, 2017, from $105.5 million for 2016. The primary cause of the decrease in taxes excluding the TCJA charge for the year ended December 31, 2017 when compared to the same period in 2016 is our lowerpre-tax earnings at our marginal tax rate of 39.225% adjusted for the $3.8 million ofnon-taxable gain on acquisitions offset by approximately $1.5 million ofnon-deductible merger expenses during 2017.

The primary cause of the increase in taxes from 2015 to 2016 is the result of higher earnings at our historical marginal tax rate of 39.225%.

2023, 2022 and 2021, respectively.

Financial Condition as of and for the Years Ended December 31, 20172023 and 2016

2022

Our total assets as of December 31, 2017 increased $4.64 billion2023 decreased $226.9 million to $14.45$22.66 billion from the $9.81$22.88 billion reported as of December 31, 2016.2022. The decrease in total assets is primarily due to a $539.5 million decrease in investment securities resulting from paydowns and maturities, which was partially offset by a $275.4 million increase in cash and cash equivalents during the year. Our loan portfolio balance increased $2.94 billion$15.2 million to $10.33$14.42 billion as of December 31, 2017,2023, from $7.39$14.41 billion as of December 31, 2016. This2022. The increase is primarily a resultin loans was due to $340.4 million in organic loan growth within our legacy footprint, which was partially offset by $325.2 million of organic loan decline from our acquisitions since December 31, 2016. Stockholders’ equity increased $876.8 millionCentennial CFG franchise during 2023.Total deposits decreased $1.15 billion to $2.20$16.79 billion as of December 31, 2017,2023 compared to $1.33$17.94 billion as of December 31, 2016.2022. The decrease in deposits was primarily due to the runoff of deposits during 2023 as a result of the rising interest rate environment. Stockholders’ equity increased $264.7 million to $3.79 billion as of December 31, 2023, compared to $3.53 billion as of December 31, 2022. The increase in stockholders’ equity is primarily associated with the $77.5$392.9 million in net income and $742.3 million of common stock issued to the GHI and Stonegate shareholders, respectively, plus the $74.7$56.4 million increase in retained earningsaccumulated other comprehensive income, which were partially offset by $3.8the $145.9 million of comprehensive lossshareholder dividends paid and the repurchase of $20.8$48.3 million of our common stock during 2017.2023. The improvement in stockholders’ equity was 7.5% for 2017, excluding the $77.5 million and $742.3 million of common stock issuedyear ended December 31, 2023 compared to the GHI and Stonegate shareholders, respectively, was 4.3%.

December 31, 2022.

Our total assets as of December 31, 20162022 increased $519.3 million$4.83 billion to $9.81$22.88 billion from the $9.29$18.05 billion reported as of December 31, 2015.2021. The increase in total assets is primarily due to the acquisition of $6.69 billion in total assets, net of purchase accounting adjustments, from Happy during the second quarter of 2022. Cash and cash equivalents decreased $2.93 billion, or 80.14%. Our loan portfolio balance increased $746.1 million$4.57 billion to $7.39$14.41 billion as of December 31, 2016,2022, from $6.64$9.84 billion as of December 31, 2015. This2021. The increase is a resultin loans was due to the acquisition of our$3.65 billion in loans, net of purchase accounting adjustments, from Happy in the second quarter of 2022 and $242.2 million in marine loans from LendingClub Bank during the first quarter of 2022, as well as $678.6 million in organic loan growth since December 31, 2015. Stockholders’ equityduring 2022. Total deposits increased $127.7 million$3.68 billion to $1.33$17.94 billion as of December 31, 2016,2022 compared to $1.20$14.26 billion as of December 31, 2015.2021. The improvementincrease in stockholders’deposits was primarily due to the acquisition of $5.86 billion in deposits, net of purchase accounting adjustments, from Happy in the second quarter of 2022, partially offset by $2.18 billion in deposit decline during the year. Stockholders’ equity for the year ended 2016 was 10.6%.increased $760.6 million to $3.53 billion as of December 31, 2022, compared to $2.77 billion as of December 31, 2021. The increase in stockholders’ equity is primarily associated with the $129.1$961.3 million increase in retained earnings.

common stock issued to Happy shareholders for the acquisition of Happy on April 1, 2022 and $305.3 million in net income, which were partially offset by the $315.9 million decrease in accumulated other comprehensive income, $128.4 million of shareholder dividends paid and the repurchase of $70.9 million of our common stock during 2022. The improvement in stockholders’ equity was 27.5% for the year ended December 31, 2022 compared to December 31, 2021.

Loan Portfolio

Our loan portfolio averaged $8.40$14.31 billion and $6.99$12.94 billion during the years ended December 31, 20172023 and 2016,2022, respectively. Loans receivable were $10.33$14.42 billion as of December 31, 20172023 compared to $7.39$14.41 billion as of December 31, 2016, which is2022, an increase of $2.94 billion,$15.2 million, or 39.8%0.1%.

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During 2017,2023, the Company acquired $2.82experienced $15.2 million in organic loan growth. The $15.2 million in organic loan growth included $340.4 million in organic loan growth for our legacy footprint which was partially offset by $325.2 million of organic loan decline for Centennial CFG during 2023.
During 2022, the Company experienced an increase of approximately $4.57 billion in loans. The increase in loans was primarily due to the acquisition of $3.65 billion in loans, net of purchase accounting discounts. Excluding the $2.82 billion of acquiredadjustments, from Happy and $242.2 million in marine loans from LendingClub Bank during 2017, loans receivable were $7.51 billion2022, as of December 31, 2017 compared to $7.39 billionwell as of December 31, 2016, which is $125.2$678.6 million ofin organic loan growth. The $678.6 million in organic loan growth or 1.69% increase.included $352.7 million in loan growth for Centennial CFG produced $295.5and $483.6 million of net organicin loan growth within the remaining footprint, partially offset by a $157.7 million decline in PPP loans during 2017 while the legacy and Stonegate footprints experienced significant net payoffs during 2017, resulting in a net decline of $153.9 million and $16.5 million, respectively. Centennial CFG had total loans of $1.44 billion at December 31, 2017.

On February 27, 2015, we acquired $37.9 million of loans after $4.3 million of loan discounts from Doral Florida. On April 1, 2015, we acquired a pool of national commercial real estate loans from J.C. Flowers & Co. LLC totaling approximately $289.1 million. On October 1, 2015, we acquired $408.3 million of loans, after $14.1 million of loan discounts, from FBBI. All of these acquired loans are being accounted for in accordance with the provisions of ASC Topic310-20 and ASC Topic310-30.

During 2015, the five-year loss share coverage on the commercial real estate and commercial and industrial loans acquired through the FDIC-assisted acquisitions of Old Southern, Key West, Coastal, Bayside, Wakulla and Gulf State concluded. As a result, $145.2 million of these loans including their associated discounts previously classified as covered loans migrated tonon-covered loans status during 2015.

During 2016, we reached an agreement terminating our remaining loss-share agreements with the FDIC. As a result, $57.4 million of these loans including their associated discounts previously classified as covered loans migrated tonon-covered loans status during 2016.

2022.

The most significant components of the loan portfolio were commercial real estate, residential real estate, consumer and commercial and industrial loans. These loans are generally secured by residential or commercial real estate or business or personal property. Although these loans are primarily originated within our franchises in Arkansas, Florida, Texas, South Alabama and Centennial CFG, the property securing these loans may not physically be located within our market areas of Arkansas, Florida, Texas, Alabama and New York. Loans receivable were approximately $3.41$3.23 billion, $5.26$3.93 billion, $220.0$3.94 billion, $125.1 million, $1.24 billion and $1.44$1.95 billion as of December 31, 20172023 in Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG, respectively.

As of December 31, 2017,2023, we had $485.0$867.5 million of construction/land development loans which were collateralized by land. This consisted of $239.3$84.2 million for raw land and $245.6$783.3 million for land with commercial and/or residential lots.

Table 8 presents our loans receivable balances by category as of December 31, 2017, 2016, 2015, 2014,2023 and 2013.

2022.

Table 8: Loans Receivable

   As of December 31, 
   2017   2016   2015   2014   2013 
   (In thousands) 

Real estate:

          

Commercial real estate loans:

          

Non-farm/non-residential

  $4,600,117   $3,153,121   $2,968,335   $2,081,869   $1,856,832 

Construction/land development

   1,700,491    1,135,843    944,787    740,085    611,055 

Agricultural

   82,229    77,736    75,027    73,154    82,850 

Residential real estate loans:

          

Residential1-4 family

   1,970,311    1,356,136    1,190,279    1,051,299    1,011,735 

Multifamily residential

   441,303    340,926    430,256    258,839    223,610 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   8,794,451    6,063,762    5,608,684    4,205,246    3,786,082 

Consumer

   46,148    41,745    52,258    56,736    69,590 

Commercial and industrial

   1,297,397    1,123,213    850,587    678,775    517,273 

Agricultural

   49,815    74,673    67,109    48,833    37,129 

Other

   143,377    84,306    62,933    67,912    66,879 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans receivable

  $10,331,188   $7,387,699   $6,641,571   $5,057,502   $4,476,953 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

As of December 31, 2017 and 2016 we had no covered loan balances. As of December 31, 2015, 2014 and 2013, we had covered loan balances of $62.2 million, $240.2 million and $282.5 million, respectively.

As of December 31,
20232022
(In thousands)
Real estate:
Commercial real estate loans:
Non-farm/non-residential$5,549,954 $5,632,063 
Construction/land development2,293,047 2,135,266 
Agricultural325,156 346,811 
Residential real estate loans:
Residential 1-4 family1,844,260 1,748,551 
Multifamily residential435,736 578,052 
Total real estate10,448,153 10,440,743 
Consumer1,153,690 1,149,896 
Commercial and industrial2,324,991 2,349,263 
Agricultural307,327 285,235 
Other190,567 184,343 
Total loans receivable$14,424,728 $14,409,480 
Commercial Real Estate Loans.Loans. We originatenon-farm andnon-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 25 year30-year period with balloon payments due at the end of one to five years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on acase-by-case basis.

As of December 31, 2017,2023, commercial real estate loans totaled $6.38$8.17 billion, or 61.8%56.7% of loans receivable, as compared to $4.37$8.11 billion, or 59.1%56.3% of loans receivable, as of December 31, 2016.2022. Commercial real estate loans originated in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG franchisesmarkets were $1.92$2.07 billion, $3.36$2.41 billion, $114.4$2.23 billion, $47.5 million, zero and $995.7 million$1.41 billion at December 31, 2017,2023, respectively. Including the effects
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Table of the purchase accounting adjustments, we acquired approximately $1.69 billion of commercial real estate loans, as of acquisition date from our 2017 acquisitions.

Contents

Residential Real Estate Loans.Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Approximately 49.1%50.1% and 38.4%40.9% of our residential mortgage loans consist of owner occupied1-4 family properties andnon-owner occupied1-4 family properties (rental), respectively, as of December 31, 20172023, with the remaining 12.5%9.0% relating to condos and mobile homes. Residential real estate loans generally have aloan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to many factors including the borrower’s ability to pay, stability of employment or source of income,debt-to-income ratio, credit history andloan-to-value ratio.

As of December 31, 2017,2023, residential real estate loans totaled $2.41$2.28 billion, or 23.3%15.8%, of loans receivable, compared to $1.70$2.33 billion, or 23.0%16.1% of loans receivable, as of December 31, 2016.2022. Residential real estate loans originated in our franchises in our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $847.6$511.2 million, $1.31 billion, $75.0$978.8 million, $611.4 million, $42.2 million, zero and $182.4$136.4 million at December 31, 2017,2023, respectively. Including the effects of the purchase accounting adjustments, we acquired approximately $670.8 million of residential real estate loans, as of acquisition date from our 2017 acquisitions.

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

As of December 31, 2017,2023, consumer loans totaled $46.2 million,$1.15 billion, or 0.4%8.0% of loans receivable, compared to $41.8 million,$1.15 billion, or 0.6%8.0% of loans receivable, as of December 31, 2016.2022. Consumer loans originated in our franchises in Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $22.8$22.5 million, $22.4$8.2 million, $947,000$16.6 million, $513,000, $1.11 billion and zero at December 31, 2017,2023, respectively. Including the effects of the purchase accounting adjustments, we acquired approximately $12.7 million of consumer loans, as of acquisition date from our 2017 acquisitions.

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

As of December 31, 2017,2023, commercial and industrial loans totaled $1.30$2.32 billion, or 12.6%16.1% of loans receivable, which is comparablecompared to $1.12$2.35 billion, or 15.2%16.3% of loans receivable, as of December 31, 2016.2022. Commercial and industrial loans originated in our franchises in Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG markets were $552.1$478.9 million, $454.5$471.6 million, $27.6$817.5 million, $29.5 million, $140.7 million and $263.2$386.9 million at December 31, 2017,2023, respectively. Including the effects of the purchase accounting adjustments, we acquired approximately $339.0 million of commercial and industrial loans, as of acquisition date from our 2017 acquisitions.

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

As of December 31, 2017,2023, agricultural loans totaled $49.8$307.3 million, or 0.5%2.1% of loans receivable, compared to the $74.7$285.2 million, or 1.0%2.0% of loans receivable as of December 31, 2016.2022. Agricultural loans originated in our franchisesArkansas and Texas markets were $52.8 million and $254.6 million, respectively, and zero in Arkansas,our Florida, Alabama, SPF and Centennial CFG were $38.9 million, $10.8 million, $101,000 and zeromarkets at December 31, 2017, respectively.

2023.

Table 9 presents the distribution of the maturity of our total loans as of December 31, 2017.2023. The table also presents the portion of our loans that have fixed interest rates and interest rates that fluctuate over the life of the loans based on changes in the interest rate environment.

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

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Table 9: Maturity Distribution of Loan Portfolio and Interest Rate Detail of Loans

   One Year
or Less
   Over One
Year
Through
Five Years
   Over Five
Years
   Total 
   (In thousands) 

Real estate:

        

Commercial real estate loans

        

Non-farm/non-residential

  $764,149   $2,047,620   $1,788,348   $4,600,117 

Construction/land development

   631,733    893,857    174,901    1,700,491 

Agricultural

   21,393    36,251    24,585    82,229 

Residential real estate loans

        

Residential1-4 family

   311,225    657,576    1,001,510    1,970,311 

Multifamily residential

   57,921    201,799    181,583    441,303 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   1,786,421    3,837,103    3,170,927    8,794,451 

Consumer

   15,784    25,866    4,498    46,148 

Commercial and industrial

   337,749    677,458    282,190    1,297,397 

Agricultural

   17,566    21,890    10,359    49,815 

Other

   3,312    25,627    114,438    143,377 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total loans receivable

  $2,160,832   $4,587,944   $3,582,412   $10,331,188 
  

 

 

   

 

 

   

 

 

   

 

 

 

Fixed interest rates

  $1,094,559   $3,029,216   $853,553   $4,977,328 

Floating interest rates

   1,013,139    1,460,261    2,682,408    5,155,808 

Purchased credit impaired loans

   53,134    98,467    46,451    198,052 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total loans receivable

  $2,160,832   $4,587,944   $3,582,412   $10,331,188 
  

 

 

   

 

 

   

 

 

   

 

 

 

Due After One Year

Maturity Distribution of Loan Portfolio
One Year
or Less
Over One
Year
Through
Five Years
Over Five
Years
Through
Fifteen Years
Over Fifteen YearsTotal Loans Receivable
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,372,621 $2,689,873 $1,192,724 $294,736 $5,549,954 
Construction/land development834,738 997,149 267,636 193,524 2,293,047 
Agricultural64,652 121,477 90,588 48,439 325,156 
Residential real estate loans
Residential 1-4 family242,194 331,692 295,159 975,215 1,844,260 
Multifamily residential103,295 233,636 72,163 26,642 435,736 
Total real estate2,617,500 4,373,827 1,918,270 1,538,556 10,448,153 
Consumer9,519 38,447 280,813 824,911 1,153,690 
Commercial and industrial649,941 1,215,332 434,024 25,694 2,324,991 
Agricultural227,852 64,267 14,468 740 307,327 
Other35,263 122,112 17,179 16,013 190,567 
Total loans receivable$3,540,075 $5,813,985 $2,664,754 $2,405,914 $14,424,728 
Loans Due After One Year
Predetermined Interest RatesFloating or Adjustable Interest RatesTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$1,874,238 $2,303,095 $4,177,333 
Construction/land development291,927 1,166,382 1,458,309 
Agricultural111,659 148,845 260,504 
Residential real estate loans
Residential 1-4 family554,437 1,047,629 1,602,066 
Multifamily residential177,035 155,406 332,441 
Total real estate3,009,296 4,821,357 7,830,653 
Consumer1,091,734 52,437 1,144,171 
Commercial and industrial557,660 1,117,390 1,675,050 
Agricultural30,331 49,144 79,475 
Other136,542 18,762 155,304 
Total loans receivable$4,825,563 $6,059,090 $10,884,653 

62

Non-Performing Assets

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

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

We

Purchased loans that have purchasedexperienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans with deterioratednot individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit qualitylosses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. The Company held approximately $130.7 million and $142.5 million in ourPCD loans, as of December 31, 2017 financial statements as a result of our historical acquisitions. The credit metrics most heavily impacted by our acquisitions of acquired loans with deteriorated credit quality were the following credit quality indicators listed in Table 10 below:

2023 and 2022, respectively.
Allowance for loan losses tonon-performing loans;

Non-performing loans to total loans; and

Non-performing assets to total assets.

On the date of acquisition, acquired credit-impaired loans are initially recognized at fair value, which incorporates the present value of amounts estimated to be collectible. As a result of the application of this accounting methodology, certain credit-related ratios, including those referenced above, may not necessarily be directly comparable with periods prior to the acquisition of the credit-impaired loans andnon-performing assets, or comparable with other institutions.

Table 10 sets forth information with respect to ournon-performing assets as of December 31, 2017, 2016, 2015, 2014,2023 and 2013.2022. As of these dates, allnon-performing restructured loans are included innon-accrual loans.

Table 10:Non-performing Assets

   As of December 31, 
   2017  2016  2015  2014  2013 
   (Dollars in thousands) 

Non-accrual loans

  $34,032  $47,182  $36,374  $24,691  $15,133 

Loans past due 90 days or more (principal or interest payments)

   10,665   15,942   27,137   37,364   58,983 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalnon-performing loans

   44,697   63,124   63,511   62,055   74,116 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Othernon-performing assets

      

Foreclosed assets held for sale, net

   18,867   15,951   19,140   24,822   50,868 

Othernon-performing assets

   3   3   38   189   391 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total othernon-performing assets

   18,870   15,954   19,178   25,011   51,259 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Totalnon-performing assets

  $63,567  $79,078  $82,689  $87,066  $125,375 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Allowance for loan losses tonon-performing loans

   246.70  126.74  109.00  88.65  59.12

Non-performing loans to total loans

   0.43   0.85   0.96   1.23   1.66 

Non-performing assets to total assets

   0.44   0.81   0.89   1.18   1.84 

As of December 31,
20232022
(Dollars in thousands)
Non-accrual loans$59,971 $51,011 
Loans past due 90 days or more (principal or interest payments)4,130 9,845 
Total non-performing loans64,101 60,856 
Other non-performing assets
Foreclosed assets held for sale, net30,486 546 
Other non-performing assets785 74 
Total other non-performing assets31,271 620 
Total non-performing assets$95,372 $61,476 
Allowance for credit losses to non-accrual loans480.62 %567.86 %
Allowance for credit losses to non-performing loans449.66 475.99 
Non-accrual loans to total loans0.42 0.35 
Non-performing loans to total loans0.44 0.42 
Non-performing assets to total assets0.42 0.27 
Ournon-performing loans are comprised ofnon-accrual loans and accruing loans that are contractually past due 90 days. Our bank subsidiary recognizes income principally on the accrual basis of accounting. When loans are classified asnon-accrual, the accrued interest is charged off and no further interest is accrued, unless the credit characteristics of the loan improve. If a loan is determined by management to be uncollectible, the portion of the loan determined to be uncollectible is then charged to the allowance for loancredit losses.

Totalnon-performing loans were $44.7$64.1 million as of December 31, 2017,2023, compared to $63.1$60.9 million as of December 31, 2016,2022, for a decreasean increase of $18.4$3.2 million. The $18.4$3.2 million decreaseincrease innon-performing loans is primarily the result of a $13.0 million decreaseincreases innon-performing loans in our Texas, Arkansas, franchise, a $5.7SPF and Alabama markets of $11.3 million, decrease$7.0 million, $452,000 and $9,000, respectively, which were partially offset by decreases innon-performing loans in our Florida franchise and a $273,000 increase innon-performing loans in our Alabama franchise.Centennial CFG markets of $11.2 million and $4.4 million, respectively.Non-performing loans at December 31, 2017 are $15.52023, were $15.4 million, $28.2$9.3 million, $929,000$33.5 million, $413,000, $2.8 million and zero$2.7 million in the Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG franchises,markets, respectively. Our acquisition

63

Table of StonegateContents
The $2.7 million balance of non-accrual loans for our Centennial CFG Capital Markets Group consists of two loans that are assessed for credit risk by the Federal Reserve under the Shared National Credit Program. The loans are not current on either principal or interest, and we have reversed any interest that had accrued subsequent to the non-accrual date designated by the Federal Reserve. Any interest payments that are received will be applied to the principal balance. In addition, the $22.8 million balance of foreclosed assets held for sale for our Centennial CFG Property Finance Group consists of an office building located in California which was placed in foreclosed assets held for sale during 2017 increased ournon-performing loans accruing past due 90 days or more by $5.4 million asthe fourth quarter of December 31, 2017.

Although2023. This represents the current statelargest component of the real estate market has improved, future fluctuationsCompany's $30.5 million in the economy have the potential to increase our level ofnon-performing loans. While we believe our allowanceforeclosed assets held for loan losses is adequate and our purchased loans are adequately discounted at December 31, 2017, as additional facts become known about relevant internal and external factors that affect loan collectability and our assumptions, it may result in us making additions to the provision for loan losses during 2017. Our current or historical provision levels should not be relied upon as a predictor or indicator of future levels going forward.

Troubled debt restructurings (“TDRs”)sale.

Debt restructuring generally occuroccurs when a borrower is experiencing, or is expected to experience, financial difficulties in the near term. As a result, we will work with the borrower to prevent further difficulties, and ultimately to improve the likelihood of recovery on the loan. In those circumstances it may be beneficial to restructure the terms of a loan and work with the borrower for the benefit of both parties, versus forcing the property into foreclosure and having to dispose of it in an unfavorable and depressed real estate market. When we have modified the terms of a loan, we usually either reduce the monthly payment and/or interest rate for generally about three to twelve months. For our TDRsrestructured loans that accrue interest at the time the loan is restructured, it would be a rare exception to havecharged-off any portion of the loan. Onlynon-performing restructured loans are included in ournon-performing loans. As of December 31, 2017,2023, we had $19.0$22.7 million of restructured loans that are in compliance with the modified terms and are not reported as past due ornon-accrual in Table 10. non-accrual. Our Florida market contains $13.1$17.4 million, and our Arkansas market contains $5.9$1.7 million, our Texas market contains $1.4 million and our New York region contains $2.2 million of these restructured loans.

A loan modification that might not otherwise be considered may be granted resulting in classification as a TDR.granted. These loans can involve loans remaining onnon-accrual, moving tonon-accrual, or continuing on an accrual status, depending on the individual facts and circumstances of the borrower. Generally, anon-accrual loan that is restructured remains onnon-accrual for a period of sixnine months to demonstrate that the borrower can meet the restructured terms. However, performance prior to the restructuring, or significant events that coincide with the restructuring, are considered in assessing whether the borrower can pay under the new terms and may result in the loan being returned to an accrual status after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan will remain in anon-accrual status.

The majority of the Bank’s loan modificationsrestructured loans relate to commercialreal estate lending and generally involve reducing the interest rate, changing from a principal and interest payment to interest-only, a lengthening of the amortization period, or a combination of some or all of the three. In addition, it is common for the Bank to seek additional collateral or guarantor support when modifying a loan. At December 31, 2017,2023, the amount of TDRsrestructured loans was $21.2 million, a decrease of 16.9% from $25.5 million at December 31, 2016.$24.6 million. As of December 31, 2017 and 2016, 89.7% and 88.0%, respectively,2023, 92.1% of all restructured loans were performing to the terms of the restructure.

Total foreclosed assets held for sale were $18.9$30.5 million as of December 31, 2017,2023, compared to $16.0 million$546,000 as of December 31, 20162022 for ana increase of $2.9$29.9 million. The foreclosed assets held for sale as of December 31, 20172023 are comprised of $10.1 millionapproximately $167,000 of assets located in Arkansas, $8.1$7.3 million of assets located in Florida, $641,000zero located in Alabama, $22.8 million of assets in our Centennial CFG market and zero from Centennial CFG. Our acquisition of Stonegate during 2017 increased our$264,000 located in Texas. The increase in total foreclosed assets held for sale by $2.8 million aswas primarily due to the addition of December 31, 2017.

As of December 31, 2017, we had three foreclosedtwo properties with a carrying value greater than $1.0 million.during 2023. The first property is a development propertyan office building located in Northwest Arkansas which was foreclosed in the first quarter of 2011. The carrying value was $2.0 million at December 31, 2017. We were able to sell approximately $382,000 of this property during January 2018. The second property was a development property in Florida acquired from BOCSanta Monica, California with a carrying value of $2.1$22.8 million, at December 31, 2017. The last property was a nonfarmnon-residential propertyand the second is an office building located in Miami, Florida acquired from Stonegate with a carrying value of $1.8$7.0 million. These two properties account for $29.8 million at December 31, 2017. The Company does not currently anticipate any additional losses on these properties. As of December 31, 2017, no otherthe balance of foreclosed assets held for sale have a carrying value greater than $1.0 million.

at December 31, 2023.

Table 11 shows the summary of foreclosed assets held for sale as of December 31, 2017, 2016, 2015, 20142023 and 2013.

2022.

Table 11: Total Foreclosed Assets Held Forfor Sale

   As of December 31, 2017   As of December 31, 2016 
   Not
Covered by

Loss Share
   Covered by
FDIC Loss
Share
   Total   Not
Covered by

Loss Share
   Covered by
FDIC Loss
Share
   Total 
   (In thousands) 

Commercial real estate loans

            

Non-farm/non-residential

  $9,766   $—     $9,766   $9,423   $—     $9,423 

Construction/land development

   5,920    —      5,920    4,009    —      4,009 

Agricultural

   —      —      —      —      —      —   

Residential real estate loans

            

Residential1-4 family

   2,654    —      2,654    2,076    —      2,076 

Multifamily residential

   527    —      527    443    —      443 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total foreclosed assets held for sale

  $18,867   $—     $18,867   $15,951   $—     $15,951 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   As of December 31, 2015   As of December 31, 2014 
   Not
Covered by

Loss Share
   Covered by
FDIC Loss
Share
   Total   Not
Covered by

Loss Share
   Covered by
FDIC Loss
Share
   Total 
   (In thousands) 

Commercial real estate loans

            

Non-farm/non-residential

  $9,787   $—     $9,787   $6,894   $3,935   $10,829 

Construction/land development

   5,286    —      5,286    6,189    2,847    9,036 

Agricultural

   —      —      —      —      3    3 

Residential real estate loans

            

Residential1-4 family

   3,233    614    3,847    3,381    1,086    4,467 

Multifamily residential

   220    —      220    487    —      487 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total foreclosed assets held for sale

  $18,526   $614   $19,140   $16,951   $7,871   $24,822 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   As of December 31, 2013 
   Not
Covered by

Loss Share
   Covered by
FDIC Loss
Share
   Total 
   (In thousands) 

Commercial real estate loans

      

Non-farm/non-residential

  $8,422   $9,677   $18,099 

Construction/land development

   17,675    5,517    23,192 

Agricultural

   —      651    651 

Residential real estate loans

      

Residential1-4 family

   3,772    5,154    8,926 
  

 

 

   

 

 

   

 

 

 

Total foreclosed assets held for sale

  $29,869   $20,999   $50,868 
  

 

 

   

 

 

   

 

 

 

A loan is considered

December 31
20232022
(In thousands)
Commercial real estate loans
Non-farm/non-residential$29,894 $118 
Construction/land development47 47 
Residential real estate loans
Residential 1-4 family545 260 
Multifamily residential— 121 
Total foreclosed assets held for sale$30,486 $546 

64

Table of Contents
The Company had $94.9 million and $221.1 million in impaired when it is probable that we will not receive all amounts due according to the contracted terms of the loans. Impaired loans includenon-performing(which includes loans (loansindividually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more andnon-accrual loans), criticized and/or classified restructured loans made to borrowers experiencing financial difficulty) as of December 31, 2023 and December 31, 2022, respectively. As of December 31, 2023, average impaired loans were $160.9 million compared to $297.7 million as of December 31, 2022. The amortized cost balance for loans with a specific allocation decreased from $168.6 million to $10.5 million, and the specific allocation for impaired loans categorized as TDRs and certain other loans identifieddecreased by management that are still performing (loans included in multiple categories are only included once).approximately $24.8 million for the period ended December 31, 2023 compared to the period ended December 31, 2022. As of December 31, 2017, average impaired loans were $87.2 million compared to $89.6 million as of December 31, 2016. As of December 31, 2017, impaired loans were $75.6 million compared to $93.1 million as of December 31, 2016, for a decrease of $17.5 million. This decrease is primarily associated with the $18.4 million decrease innon-performing loans since December 31, 2016. As of December 31, 2017,2023, our Arkansas, Florida, Texas, Alabama, SPF and Centennial CFG franchisesmarkets accounted for approximately $33.9$22.8 million, $40.8$26.8 million, $929,000$37.2 million, $413,000, $2.8 million and zero$4.9 million of the impaired loans, respectively.

We evaluated loans purchased in conjunction with our historical acquisitions for impairment in accordance with the provisions of FASB ASC Topic310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality. Purchased loans are considered impaired if there is evidence of credit deterioration since origination and if it is probable that not all contractually required payments will be collected. Purchased credit impaired loans are not classified asnon-performing assets for the recognition of interest income as the pools are considered to be performing. However, for the purpose of calculating thenon-performing credit metrics, we have included all of the loans which are contractually 90 days past due and still accruing, including those in performing pools. Therefore, interest income, through accretion of the difference between the carrying amount of the loans and the expected cash flows, is being recognized on all purchased impaired loans.

All purchased loans with deteriorated credit quality are considered impaired loans at the date of acquisition. Since the loans are accounted for on a pooled basis under ASC310-30, individual loans are not classified as impaired. Since the loans are accounted for on a pooled basis under ASC310-30, individual loans subsequently restructured within the pools are not classified as TDRs in accordance with ASC310-30-40. For purchased loans with deteriorated credit quality that were deemed TDRs prior to our acquisition of them, these loans are also not considered TDRs as they are accounted for under ASC310-30.

As of December 31, 2017 and 2016, there was not a material amount of purchased loans with deteriorated credit quality onnon-accrual status as a result of most of the loans being accounted for on the pool basis and the pools are considered to be performing for the accruing of interest income. Also, acquired loans contractually past due 90 days or more are accruing interest because the pools are considered to be performing for the purpose of accruing interest income.

Past Due andNon-Accrual Loans

Table 12 shows the summarynon-accrual loans as of December 31, 2017, 2016, 2015, 20142023 and 2013:

2022:

Table 12: TotalNon-Accrual Loans

   As of December 31, 2017   As of December 31, 2016 
   Not
Covered

by Loss
Share
   Covered
by FDIC
Loss Share
   Total   Not
Covered

by Loss
Share
   Covered
by FDIC
Loss Share
   Total 
   (In thousands) 

Real estate:

            

Commercial real estate loans

            

Non-farm/non-residential

  $9,600   $—     $9,600   $17,988   $—     $17,988 

Construction/land development

   5,011    —      5,011    3,956    —      3,956 

Agricultural

   19    —      19    435    —      435 

Residential real estate loans

            

Residential1-4 family

   14,437    —      14,437    20,311    —      20,311 

Multifamily residential

   153    —      153    262    —      262 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   29,220    —      29,220    42,952    —      42,952 

Consumer

   145    —      145    140    —      140 

Commercial and industrial

   4,584    —      4,584    3,155    —      3,155 

Agricultural

   54    —      54    —      —      —   

Other

   29    —      29    935    —      935 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Totalnon-accrual loans

  $34,032   $—     $34,032   $47,182   $—     $47,182 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   As of December 31, 2015   As of December 31, 2014 
   Not
Covered

by Loss
Share
   Covered
by FDIC
Loss Share
   Total   Not
Covered

by Loss
Share
   Covered
by FDIC
Loss Share
   Total 
   (In thousands) 

Real estate:

            

Commercial real estate loans

            

Non-farm/non-residential

  $15,811   $—     $15,811   $8,901   $—     $8,901 

Construction/land development

   2,952    —      2,952    926    —      926 

Agricultural

   531    —      531    —      —      —   

Residential real estate loans

            

Residential1-4 family

   12,574    —      12,574    11,949    —      11,949 

Multifamily residential

   870    —      870    1,344    —      1,344 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   32,738    —      32,738    23,120    —      23,120 

Consumer

   239    —      239    279    —      279 

Commercial and industrial

   2,363    —      2,363    1,108    —      1,108 

Agricultural

   —      —      —      —      —      —   

Other

   1,034    —      1,034    184    —      184 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Totalnon-accrual loans

  $36,374   $—     $36,374   $24,691   $—     $24,691 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   As of December 31, 2013 
   Not
Covered

by Loss
Share
   Covered
by FDIC
Loss Share
   Total 
   (In thousands) 

Real estate:

      

Commercial real estate loans

      

Non-farm/non-residential

  $5,093   $—     $5,093 

Construction/land development

   1,080    —      1,080 

Agricultural

   89    —      89 

Residential real estate loans

      

Residential1-4 family

   7,283    —      7,283 

Multifamily residential

   1    —      1 
  

 

 

   

 

 

   

 

 

 

Total real estate

   13,546    —      13,546 

Consumer

   124    —      124 

Commercial and industrial

   1,463    —      1,463 

Agricultural

   —      —      —   

Other

   —      —      —   
  

 

 

   

 

 

   

 

 

 

Totalnon-accrual loans

  $15,133   $—     $15,133 
  

 

 

   

 

 

   

 

 

 

As of December 31,
20232022
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$13,178 $12,219 
Construction/land development12,094 1,977 
Agricultural431 278 
Residential real estate loans
Residential 1-4 family20,351 18,083 
Total real estate46,054 32,557 
Consumer3,423 2,842 
Commercial and industrial9,982 14,920 
Agricultural & other512 692 
Total non-accrual loans$59,971 $51,011 
If thenon-accrual loans had been accruing interest in accordance with the original terms of their respective agreements, interest income of approximately $2.3$5.4 million for the year ended December 31, 2017,2023, $4.0 million in 2022, and $2.4 million in 2016, and $1.8 million in 20152021 would have been recorded. Interest income recognized on thenon-accrual loans for the years ended December 31, 2017, 20162023, 2022 and 20152021 was considered immaterial.


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Table 13 shows the summary of accruing past due loans 90 days or more as of December 31, 2017, 2016, 2015, 20142023 and 2013:

2022:

Table 13: Total Loans Accruing Past Due 90 Days or More

   As of December 31, 2017   As of December 31, 2016 
   Not Covered
by Loss
Share
   Covered
by FDIC
Loss Share
   Total   Not Covered
by Loss
Share
   Covered
by FDIC
Loss Share
   Total 
   (In thousands) 

Real estate:

            

Commercial real estate loans

            

Non-farm/non-residential

  $3,119   $—     $3,119   $9,530   $—     $9,530 

Construction/land development

   3,247    —      3,247    3,086    —      3,086 

Agricultural

   —      —      —      —      —      —   

Residential real estate loans

            

Residential1-4 family

   2,175    —      2,175    2,996    —      2,996 

Multifamily residential

   100    —      100    —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   8,641    —      8,641    15,612    —      15,612 

Consumer

   26    —      26    21    —      21 

Commercial and industrial

   1,944    —      1,944    309    —      309 

Agricultural and other

   54    —      54    —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans accruing past due 90 days or more

  $10,665   $—     $10,665   $15,942   $—     $15,942 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   As of December 31, 2015   As of December 31, 2014 
   Not Covered
by Loss
Share
   Covered
by FDIC
Loss Share
   Total   Not Covered
by Loss
Share
   Covered
by FDIC
Loss Share
   Total 
   (In thousands) 

Real estate:

            

Commercial real estate loans

            

Non-farm/non-residential

  $9,247   $—     $9,247   $5,880   $9,029   $14,909 

Construction/land development

   4,176    —      4,176    734    4,376    5,110 

Agricultural

   30    —      30    34    72    106 

Residential real estate loans

     —           

Residential1-4 family

   3,915    3,292    7,207    4,128    7,597    11,725 

Multifamily residential

   1    —      1    691    —      691 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   17,369    3,292    20,661    11,467    21,074    32,541 

Consumer

   46    —      46    579    —      579 

Commercial and industrial

   6,430    —      6,430    2,825    1,387    4,212 

Other

   —      —      —      —      32    32 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans accruing past due 90 days or more

  $23,845   $3,292   $27,137   $14,871   $22,493   $37,364 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

   As of December 31, 2013 
   Not
Covered

by Loss
Share
   Covered
by FDIC
Loss Share
   Total 
   (In thousands) 

Real estate:

      

Commercial real estate loans

      

Non-farm/non-residential

  $7,914   $15,287   $23,201 

Construction/land development

   4,879    8,410    13,289 

Agricultural

   —      162    162 

Residential real estate loans

      

Residential1-4 family

   6,492    10,177    16,669 

Multifamily residential

   1    357    358 
  

 

 

   

 

 

   

 

 

 

Total real estate

   19,286    34,393    53,679 

Consumer

   100    —      100 

Commercial and industrial

   3,755    825    4,580 

Other

   —      624    624 
  

 

 

   

 

 

   

 

 

 

Total loans accruing past due 90 days or more

  $23,141   $35,842   $58,983 
  

 

 

   

 

 

   

 

 

 

As of December 31,
20232022
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$2,177 $1,844 
Construction/land development255 31 
Residential real estate loans
Residential 1-4 family84 1,374 
Total real estate2,516 3,249 
Consumer79 35 
Commercial and industrial1,535 6,300 
Other— 261 
Total loans accruing past due 90 days or more$4,130 $9,845 
Our total loans accruing past due 90 days or more andnon-accrual loans to total loans was 0.43%0.44% and 0.85%0.42% as of December 31, 20172023 and 2016,2022, respectively. Our acquisition
Allowance for Credit Losses
Overview. The allowance for credit losses on loans receivable is a valuation account that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of Stonegate during 2017 increaseda loan balance is confirmed and expected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.
The Company uses the DCF method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.
Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, housing price indices and rental vacancy rate index.

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The allowance for credit losses is measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:
1-4 family construction
All other construction
1-4 family revolving home equity lines of credit (“HELOC”) & junior liens
1-4 family senior liens
Multifamily
Owner occupies commercial real estate
Non-owner occupied commercial real estate
Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other
Consumer auto
Other consumer
Other consumer - SPF
The combination of adjustments for credit expectations (default and loss) and time expectations prepayment, curtailment, and time to recovery) produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.
The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans evaluated individually that are considered to be impaired are not included in the collective evaluation. For those loans that are classified as impaired, an allowance is established when the discounted cash flows, collateral value or observable market price of the impaired loan is lower than the carrying value of that loan. For loans for which a specific reserve is not recorded, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation if a specific reserve is not recorded.
Expected credit losses are estimated over the contractual term of the loans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the following applies:
Management has a reasonable expectation at the reporting date that restructured loans made to borrowers experiencing financial difficulty will be executed with an individual borrower.
The extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by the Company.
Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These Q-Factors and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, accruing pastdelinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.
Loans considered to be collateral dependent, according to ASC 326, are loans for which, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The aggregate amount of collateral shortfall on such loans is utilized in evaluating the adequacy of the allowance for credit losses and amount of provisions thereto. Losses on collateral dependent loans are charged against the allowance for credit losses when in the process of collection, it appears likely that such losses will be realized. The accrual of interest on collateral dependent loans is discontinued when, in management’s opinion the collection of interest is doubtful or generally when loans are 90 days or more by $5.4 millionpast due. When accrual of interest is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

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Loans are placed on non-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for credit losses when management believes that the collectability of the principal is unlikely. Accrued interest related to non-accrual loans is generally charged against the allowance for credit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income on non-accrual loans may be recognized to the extent cash payments are received, although the majority of payments received are usually applied to principal. Non-accrual loans are generally returned to accrual status when principal and interest payments are less than 90 days past due, the customer has made required payments for at least six months, and we reasonably expect to collect all principal and interest.
Acquisition Accounting and Acquired Loans. We account for our acquisitions under FASB ASC Topic 805, Business Combinations, which requires the use of the acquisition method of accounting. All identifiable assets acquired, including loans, and liabilities assumed are recorded at fair value. In accordance with ASC 326, the Company records both a discount and an allowance for credit losses on acquired loans. All purchased loans are recorded at fair value in accordance with the fair value methodology prescribed in FASB ASC Topic 820, Fair Value Measurements. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.
Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans not individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of December 31, 2017.

the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses.

Allowance for LoanCredit Losses

Overview. on Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for loan losses is maintained at a level which our management believes is adequate to absorb all probablecredit losses on loans in the loan portfolio.off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The amountestimate includes consideration of the allowance is affected by: (i) loan charge-offs, which decrease the allowance; (ii) recoverieslikelihood that funding will occur and an estimate of expected credit losses on loans previously charged off, which increase the allowance; and (iii) the provision of possible loan losses chargedcommitments expected to income, which increases the allowance. In determining the provision for possible loan losses, it is necessary for our management to monitor fluctuations in the allowance resulting from actual charge-offs and recoveries and to periodically review the size and composition of the loan portfolio in light of current and anticipated economic conditions. If actual losses exceed the amount of allowance for loan losses, our earnings could be adversely affected.

As we evaluate the allowance for loan losses, we categorize it as follows: (i) specific allocations; (ii) allocations for criticized and classified assets not individually evaluated for impairment; (iii) general allocations; and (iv) miscellaneous allocations.

funded over its estimated life.

Specific Allocations.As a general rule, if a specific allocation is warranted, it is the result of ana credit loss analysis of a previously classified credit or relationship. Typically, when it becomes evident through the payment history or a financial statement review that a loan or relationship is no longer supported by the cash flows of the asset and/or borrower and has become collateral dependent, we will use appraisals or other collateral analysis to determine if collateral impairment has occurred.a specific allocation is needed. The amount or likelihood of loss on this credit may not yet be evident, so acharge-off would not be prudent. However, if the analysis indicates that an impairment has occurred,a specific allocation is needed, then a specific allocation will be determined for this loan. If our existing appraisal is outdated or the collateral has been subject to significant market changes, we will obtain a new appraisal for this impairment analysis. The majority of our impaired loans are collateral dependent at the present time, so third-party appraisals were used to determine the necessary impairment for these loans. Cash flow available to service debt was used for the other impaired loans. This analysis is performed each quarter in connection with the preparation of the analysis of the adequacy of the allowance for loancredit losses, and if necessary, adjustments are made to the specific allocation provided for a particular loan.

loan..

For collateral dependent loans, we do not consider an appraisal outdated simply due to the passage of time. However, if an appraisal is older than 13 months and if market or other conditions have deteriorated and we believe that the current market value of the property is not within approximately 20% of the appraised value, we will consider the appraisal outdated and order either a new appraisal or an internal validationvaluation report for the impairmentcredit loss analysis. The recognition of any provision or relatedcharge-off on a collateral dependent loan is either through annual credit analysis or, many times, when the relationship becomes delinquent. If the borrower is not current, we will update our credit and cash flow analysis to determine the borrower’sborrower's repayment ability. If we determine this ability does not exist and it appears that the collection of the entire principal and interest is not likely, then the loan could be placed onnon-accrual status. In any case, loans are classified asnon-accrual no later than 105 days past due. If the loan requires a quarterly impairmentcredit loss analysis, this analysis is completed in conjunction with the completion of the analysis of the adequacy of the allowance for loancredit losses. Any exposure identified through the impairmentcredit loss analysis is shown as a specific reserve on the individual impairment.reserve. If it is determined that a new appraisal or internal validation report is required, it is ordered and will be taken into consideration during completion of the next impairmentcredit loss analysis.

In estimating the net realizable value of the collateral, management may deem it appropriate to discount the appraisal based on the applicable circumstances. In such case, the amount charged off may result in loan principal outstanding being below fair value as presented in the appraisal.


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Between the receipt of the original appraisal and the updated appraisal, we monitor the loan’sloan's repayment history. If the loan is $1.0$3.0 million or greater or the total loan relationship is $2.0$5.0 million or greater, our policy requires an annual credit review. Our policy requires financial statements from the borrowers and guarantors at least annually. In addition, we calculate the global repayment ability of the borrower/guarantors at least annually.

As a general rule, when it becomes evident that the full principal and accrued interest of a loan may not be collected, generally at 90 days past due, or by law at 105 days past due, we will reflect that loan asnon-performing. It will remainnon-performing until it performs in a manner that it is reasonable to expect that we will collect the full principal and accrued interest.

When the amount or likelihood of a loss on a loan has been determined, acharge-off should be taken in the period it is determined. If a partialcharge-off occurs, the quarterly impairment analysis will determine if the loan is still impaired, and thus continues to require a specific allocation.

Allocations

The Company had $94.9 million and $221.1 million in impaired loans (which includes loans individually analyzed for Criticized and Classified Assets not Individually Evaluatedcredit losses for Impairment. We establish allocations forwhich a specific reserve has been recorded, non-accrual loans, rated “special mention” through “loss” in accordance with the guidelines established by the regulatory agencies. A percentage rate is applied to each loan category to determine the level of dollar allocation.

General Allocations. We establish general allocations for each major loan category. This section also includes allocations to loans which are collectively evaluated for loss such as residential real estate, commercial real estate, consumer loans and commercial and industrial loans that fall below $2.0 million. The allocations in this section are based on a historical review of loan loss experience and past due accounts. We give consideration90 days or more and restructured loans made to trends, changes in loan mix, delinquencies, prior losses,borrowers experiencing financial difficulty) at December 31, 2023 and other related information.

Miscellaneous Allocations. Allowance allocations other than specific, classified, and general are included in our miscellaneous section.

2022, respectively.

Loans Collectively Evaluated for Impairment. Credit Loss. Loans receivable collectively evaluated for impairmentcredit loss increased by approximately $2.86 billion$62.3 million from $7.08$14.19 billion at December 31, 20162022 to $9.94$14.25 billion at December 31, 2017. Our acquisition of Stonegate during 2017 increased our loans collectively evaluated by $2.32 billion as of December 31, 2017.2023. The percentage of the allowance for loancredit losses allocated to loans receivable collectively evaluated for impairmentcredit loss to the total loans collectively evaluated for impairment decreased slightlyincreased from 1.08%1.82% at December 31, 20162022 to 1.06%1.98% at December 31, 2017.

2023.

Charge-offs and Recoveries. Total charge-offs was $17.5 million for the years ended December 31, 2017 and 2016. Total recoveries decreased to $3.5$16.1 million for the year ended December 31, 2017,2023, compared to $9.7$17.3 million for the year ended December 31, 2022. Total recoveries decreased to $2.7 million for the year ended December 31, 2023, compared to $3.2 million for the same period in 2016.

The net2022.

Net loans charged off for the years ended December 31, 2017, 20162023 and 20152022 were $13.4 million and $14.0 million, $7.8 million and $12.4 million.respectively. For the years ended December 31, 2017, 20162023 and 2015,2022, approximately $10.0 million, $6.6$2.2 million and $9.3$1.4 million, respectively, of the net charge-offs arewere from our Arkansas market. For the years ended December 31, 2017, 20162023 and 2015,2022, approximately $3.8 million, $1.3$2.3 million and $2.7$4.5 million, respectively, of the net charge-offs arewere from our Florida market. The remaining $215,000, $76,000For the years ended December 31, 2023 and $367,000 relates2022, approximately $4.0 million and $5.4 million, respectively, of the net charge-offs were from our Texas market. Approximately $36,000 and $55,000 related to net charge-offs net recoveriesfor the years ended December 31, 2023 and net charge-offs,2022, respectively, on loans in our Alabama market formarket. For the years ended December 31, 2017, 20162023 and 2015, respectively. There have been zero2022, approximately $305,000 and $290,000 of the net charge-offs forwere from our SPF market. For the years ended December 31, 2023 and 2022, approximately $4.6 million and $2.3 million, respectively, of the net charge-offs were from our Centennial CFG since the franchise was formed in 2015.

market.

While the 20172023 charge-offs and recoveries consisted of many relationships, there were two individual relationships that consisted of charge-offs greater than $1.0 million. The first was a $3.1 million charge-off for a commercial and industrial loan in our Centennial CFG market, and the second was a $1.5 million charge-off for a commercial real estate loan in our Florida market.
While the 2022 charge-offs and recoveries consisted of many relationships, there were three individual relationships consisting of a charge-offs greater than $1.0 million. The combined impact of these charge-offsfirst was $4.5 million at December 31, 2017.

While the 2016 charge-offs and recoveries consisted of many relationships, there were two individual relationships consisting of charge-offs greater than $1.0 million. The combined impact of these charge-offs wasa $4.0 million at December 31, 2016. During 2016, therecharge-off for a commercial and industrial loan in our Florida market. The second was a substantial $5.3$3.6 million recovery fromcharge-off for a largecommercial and industrial loancharge-off taken in 2010.

our Centennial CFG market, and the third was a $1.5 million charge-off for a commercial and industrial loan in our Centennial CFG market.

We have not charged off an amount less than what was determined to be the fair value of the collateral as presented in the appraisal, less estimated costs to sell (for collateral dependent loans), for any period presented. Loans partiallycharged-off are placed onnon-accrual status until it is proven that the borrower’sborrower's repayment ability with respect to the remaining principal balance can be reasonably assured. This is usually established over a period of6-12 months of timely payment performance.


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Table 14 shows the allowance for loancredit losses, charge-offs and recoveries for loans as of and for the years ended December 31, 2017, 2016, 2015, 20142023 and 2013.

2022.

Table 14: Analysis of Allowance for LoanCredit Losses

   As of December 31, 
   2017  2016  2015  2014  2013 
   (Dollars in thousands) 

Balance, beginning of year

  $80,002  $69,224  $55,011  $43,815  $50,632 

Loans charged off

      

Real estate:

      

Commercial real estate loans:

      

Non-farm/non-residential

   3,622   3,586   4,878   4,376   7,480 

Construction/land development

   1,632   382   644   1,099   1,903 

Agricultural

   127   —     —     —     —   

Residential real estate loans:

      

Residential1-4 family

   3,895   4,986   4,257   3,218   4,798 

Multifamily residential

   85   611   460   266   2,336 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total real estate

   9,361   9,565   10,239   8,959   16,517 

Consumer

   198   220   567   355   926 

Commercial and industrial

   5,578   5,778   2,638   2,323   694 

Agricultural

   —     —     —     —     —   

Other

   2,334   1,938   2,508   2,440   1,374 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total loans charged off

   17,471   17,501   15,952   14,077   19,511 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Recoveries of loans previously charged off

      

Real estate:

      

Commercial real estate loans:

      

Non-farm/non-residential

   1,042   857   762   279   2,083 

Construction/land development

   462   1,125   236   474   49 

Agricultural

   —     —     —     —     1 

Residential real estate loans:

      

Residential1-4 family

   621   1,098   845   1,473   1,052 

Multifamily residential

   55   54   70   37   102 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total real estate

   2,180   3,134   1,913   2,263   3,287 

Consumer

   119   209   61   246   145 

Commercial and industrial

   464   5,533   802   306   72 

Agricultural

   —     —     —     —     —   

Other

   722   795   766   913   556 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total recoveries

   3,485   9,671   3,542   3,728   4,060 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net loans charged off (recovered)

   13,986   7,830   12,410   10,349   15,451 

Provision for loan losses

   44,250   18,608   25,164   22,664   5,180 

Increase in FDIC indemnification asset

   —     —     1,459   (1,119  3,454 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, end of year

  $110,266  $80,002  $69,224  $55,011  $43,815 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net charge-offs (recoveries) to average loans receivable

   0.17  0.11  0.22  0.22  0.51

Allowance for loan losses to total loans

   1.07   1.08   1.04   1.09   0.98 

Allowance for loan losses to net charge-offs (recoveries)

   788   1,022   558   532   284 

Allocated Allowance for Loan Losses. We use a risk rating and specific reserve methodology in the calculation and allocation of our allowance for loan losses. While the allowance is allocated

As of December 31,
20232022
(Dollars in thousands)
Balance, beginning of year$289,669 $236,714 
Allowance for credit losses on acquired PCD loans— 16,816 
Loans charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential2,328 — 
Construction/land development263 
Agricultural— 
Residential real estate loans:
Residential 1-4 family269 410 
Multifamily residential— 36 
Total real estate2,867 447 
Consumer543 2,332 
Commercial and industrial9,157 9,773 
Other3,488 4,715 
Total loans charged off16,055 17,267 
Recoveries of loans previously charged off
Real estate:
Commercial real estate loans:
Non-farm/non-residential533 967 
Construction/land development113 405 
Residential real estate loans:
Residential 1-4 family321 118 
Multifamily residential
Total real estate975 1,491 
Consumer101 143 
Commercial and industrial583 780 
Other1,011 822 
Total recoveries2,670 3,236 
Net loans charged off (recovered)13,385 14,031 
Provision for credit loss - loans11,950 5,000 
Provision for credit loss - acquired loans— 45,170 
Balance, end of year$288,234 $289,669 
Net charge-offs (recoveries) to average loans receivable0.09 %0.11 %
Allowance for credit losses to total loans2.00 2.01 
Allowance for credit losses to net charge-offs (recoveries)2,153.41 2,064.49 
Net charge-offs to various loan categories in assessing and evaluating the level of the allowance, the allowance is available to cover charge-offs incurred in all loan categories. Because a portion of our portfolio has not matured to the degree necessary to obtain reliable loss data from which to calculate estimated future losses, the unallocated portion of the allowance is an integral component of the total allowance. Although unassigned to a particular credit relationship or product segment, this portion of the allowance is vital to safeguard against the imprecision inherent in estimating credit losses.

The Company’s 2017 earnings were significantly impacted by Hurricane Irma which made initial landfall in the Florida Keys and a second landfall just south of Naples, Florida, as a Category 4 hurricane on September 10, 2017. While the total impact of this hurricane on Home BancShares’s financial condition and results of operations may not be known for some time, the Company has included in 2017 earnings, certain charges, including the establishment of reserves, related to the hurricane. Based on initial assessments of the potential credit impact and damage to the approximately $2.41 billion inaverage loans receivable we have in the disaster area, the Company accrued $32.9 million during 2017 to establish a storm-related provision for loan losses. For the year ended December 31, 2017, there were $2.2 million in charge-offs taken against the $32.9 million storm-related provision for loan loss, which left the reserve balance at $30.7 million0.09% and 0.11% as of December 31, 2017.

2023 and 2022, respectively. The changeslow level of charge-offs for the years ended December 31, 2017 and 2016 inyear emphasize the allocation of the allowance for loan losses for the individual types of loans are primarily associated with changes in the ASC 310 calculations, both individual and aggregate, and changes in the ASC 450 calculations. These calculations are affected by changes in individual loan impairments, changes inCompany's strong asset quality, and additional disclosure of net charge-offs during the period and normal changes in theto average loans outstanding by loan portfolio, as well any changes to the general allocation factors due to changes within the actual characteristicscategory is not considered necessary.


70

Table of the loan portfolio.

Contents

Table 15 presents the allocation of allowance for loancredit losses as of December 31, 2017, 2016, 2015, 20142023 and 2013.

2022.

Table 15: Allocation of Allowance for LoanCredit Losses

   As of December 31, 
   2017  2016  2015  2014  2013 
   Allowance
Amount
   % of
loans(1)
  Allowance
Amount
   % of
loans(1)
  Allowance
Amount
   % of
loans(1)
  Allowance
Amount
   % of
loans(1)
  Allowance
Amount
   % of
loans(1)
 
   (Dollars in thousands) 

Real estate:

                

Commercial real estate loans:

                

Non-farm/non-residential

  $42,893    44.5 $27,695    42.7 $26,330    44.7 $17,770    41.2 $15,685    41.5

Construction/land development

   20,343    16.4   11,522    15.4   10,782    14.3   8,548    14.6   7,989    13.6 

Agricultural

   1,046    0.8   493    1.1   468    1.1   387    1.5   254    1.8 

Residential real estate loans:

                

Residential1-4 family

   21,370    19.1   14,397    18.3   12,552    17.9   11,061    20.8   8,149    22.6 

Multifamily residential

   3,136    4.3   2,120    4.6   2,266    6.5   3,545    5.1   2,852    5.0 
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total real estate

   88,788    85.1   56,227    82.1   52,398    84.5   41,311    83.1   34,929    84.5 

Consumer

   462    0.4   398    0.6   544    0.8   763    1.1   632    1.6 

Commercial and industrial

   15,292    12.6   12,756    15.2   9,324    12.8   5,965    13.4   2,068    11.6 

Agricultural

   2,692    0.5   3,790    1.0   4,463    1.0   5,035    1.0   1,931    0.8 

Other

   180    1.4   —      1.1   9    0.9   3    1.3   —      1.5 

Unallocated

   2,852    —     6,831    —     2,486    —     1,934    —     4,255    —   
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $110,266    100.0 $80,002    100.0 $69,224    100.0 $55,011    100.0 $43,815    100.0
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

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

December 31, 2023
20232022
Allowance
Amount
% of
loans(1)
Allowance
Amount
% of
loans(1)
(Dollars in thousands)
Real estate:
Commercial real estate loans:
Non-farm/non- residential$77,194 38.5 %$92,197 39.1 %
Construction/land development33,877 15.9 32,243 14.8 
Agricultural residential real estate loans:1,441 2.3 1,651 2.4 
Residential real estate loans:
Residential 1-4 family51,313 12.8 45,312 12.1 
Multifamily residential4,547 3.0 5,651 4.0 
Total real estate168,372 72.5 177,054 72.4 
Consumer24,728 8.0 20,907 8.0 
Commercial and industrial91,551 16.1 88,131 16.3 
Agricultural1,259 2.1 1,223 2.0 
Other2,324 1.3 2,354 1.3 
Total$288,234 100.0 %$289,669 100.0 %
(1)Percentage of loans in each category to total loans receivable.
Investment Securities

Our securities portfolio is the second largest component of earning assets and provides a significant source of revenue. Securities within the portfolio are classified asheld-to-maturity,available-for-sale, or trading based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. The estimated effective duration of our securities portfolio was 2.85.07 years as of December 31, 2017.

2023.

Securities held-to-maturity, which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. We had $1.28 billion and $1.29 billion of held-to-maturity securities at December 31, 2023 and 2022, respectively. As of December 31, 20172023, $1.11 billion, or 86.5%, were invested in obligations of state and 2016 we had $224.8 million and $284.2 million ofheld-to-maturity securities, respectively. Of the $224.8 million ofheld-to-maturity securitiespolitical subdivisions, compared to $1.11 billion, or 86.2%, as of December 31, 2017, $5.82022. As of December 31, 2023, $43.3 million, or 3.4%, were invested in obligations of U.S. Government-sponsored enterprises, compared to $43.0 million, or 3.3%, as of December 31, 2022. As of December 31, 2023, $130.3 million, or 10.2%, were invested in U.S. Government-sponsored enterprises, $73.6 million were invested in mortgage-backed securities, and $145.4compared to $135.0 million, were invested in state and political subdivisions. Of the $284.2 million ofheld-to-maturity securitiesor 10.5%, as of December 31, 2016, $6.6 million were invested in U.S. Government-sponsored enterprises, $107.8 million were invested in mortgage-backed securities and $169.7 million were invested in state and political subdivisions.

2022.

Securitiesavailable-for-sale are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity as other comprehensive income. Securities that are held asavailable-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified asavailable-for-sale.Available-for-sale securities were $1.66$3.51 billion and $1.07$4.04 billion as of December 31, 20172023 and 2016,2022, respectively.


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Table of Contents
As of December 31, 2017, $971.4 million,2023, $1.52 billion, or 58.4%43.3%, of ouravailable-for-sale securities were invested in U.S. government-sponsored mortgage-backed securities, compared to $579.5 million,$1.69 billion, or 54.0%41.7%, of ouravailable-for-sale securities as of December 31, 2016.2022. To reduce our income tax burden, $250.3$916.3 million, or 15.0%26.1%, of ouravailable-for-sale securities portfolio as of December 31, 2017, was2023, were primarily invested intax-exempt obligations of state and political subdivisions, compared to $216.5$906.3 million, or 20.2%22.4%, of ouravailable-for-sale securities as of December 31, 2016. Also, we2022. We had approximately $406.3$346.6 million, or 24.4%9.9%, invested in obligations of U.S. Government-sponsored enterprises as of December 31, 2017,2023, compared to $236.8$661.8 million, or 22.1%16.4%, of ouravailable-for-sale securities as of December 31, 2016.

Certain investment2022. We had $363.5 million, or 10.4%, invested in non-government-sponsored asset backed securities are valued at lessas of December 31, 2023, compared to $414.4 million, or 10.3%, of our available-for-sale securities as of December 31, 2022. As of December 31, 2023, $175.4 million, or 5.0%, of our available-for-sale securities were invested in private mortgage-backed securities, compared to $179.1 million, or 4.4%, of our available-for-sale securities as of December 31, 2022. Also, we had approximately $185.6 million, or 5.3%, invested in other securities as of December 31, 2023, compared to $194.5 million, or 4.8% of our available-for-sale securities as of December 31, 2022.

The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company first assesses whether it intends to sell or if it is more likely than their historical cost. These declines are primarilynot that the resultCompany will be required to sell the security before recovery of its amortized cost basis. If either of the rate for these investments yielding less than current market rates. Based on evaluation of available evidence, we believecriteria regarding intent or requirement to sell is met, the declinessecurity’s amortized cost basis is written down to fair value through income. For securities that do not meet this criteria, the Company evaluates whether the decline in fair value for these securitieshas resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are temporary. It is our intentcompared to hold these securities to recovery. Should the impairment of any of these securities become other than temporary, theamortized cost basis of the investment willsecurity. If the present value of cash flows expected to be reducedcollected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the resultingcredit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has been recorded through an allowance for credit losses is recognized in net incomeother comprehensive income. Changes in the periodallowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
During the year ended December 31, 2023, one of the Company’s AFS subordinated debt investment securities was downgraded below investment grade. As result, the Company wrote down the value of the investment to its unrealized loss position, which required a $1.7 million provision. The remaining $842,000 allowance for credit losses on AFS investments is associated with certain securities in the subordinated debt portfolio within the banking sector. These investments are classified within the other than temporary impairment is identified.

securities category of the AFS portfolio. The $2.0 million allowance for credit losses for the held-to-maturity portfolio was considered adequate. No additional provision for credit losses was considered necessary for the HTM portfolio.

Table 16 presents the carrying value and fair value of available-for-sale and held-to-maturity investment securities as of December 31, 2017, 20162023 and 2015.

2022.

Table 16: Investment Securities

   As of December 31, 2017   As of December 31, 2016 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
  Estimated
Fair Value
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
  Estimated
Fair Value
 
   (In thousands) 

Available-for-sale

              

U.S. government-sponsored enterprises

  $407,387   $899   $(1,982 $406,304   $237,439   $963   $(1,641 $236,761 

Residential mortgage-backed securities

   481,981    538    (4,919  477,600    259,037    1,226    (1,627  258,636 

Commercial mortgage-backed securities

   497,870    332    (4,430  493,772    322,316    845    (2,342  320,819 

State and political subdivisions

   247,292    3,783    (774  250,301    215,209    3,471    (2,181  216,499 

Other securities

   34,617    1,225    (302  35,540    38,261    2,603    (659  40,205 
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total

  $1,669,147   $6,777   $(12,407 $1,663,517   $1,072,262   $9,108   $(8,450 $1,072,920 
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Held-to-maturity

              

U.S. government-sponsored enterprises

  $5,791   $15   $(15 $5,791   $6,637   $23   $(32 $6,628 

Residential mortgage-backed securities

   56,982    107    (402  56,687    71,956    267    (301  71,922 

Commercial mortgage-backed securities

   16,625    114    (40  16,699    35,863    107    (133  35,837 

State and political subdivisions

   145,358    3,031    (27  148,362    169,720    3,100    (169  172,651 
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 

Total

  $224,756   $3,267   $(484 $227,539   $284,176   $3,497   $(635 $287,038 
  

 

 

   

 

 

   

 

 

  

 

 

   

 

 

   

 

 

   

 

 

  

 

 

 
   As of December 31, 2015                
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
Losses
  Estimated
Fair Value
                
   (In thousands)                

Available-for-sale

              

U.S. government-sponsored enterprises

  $367,911   $1,875   $(1,246 $368,540        

Residential mortgage-backed securities

   254,531    1,580    (1,356  254,755        

Commercial mortgage-backed securities

   311,279    994    (1,713  310,560        

State and political subdivisions

   211,546    7,723    (151  219,118        

Other securities

   54,440    191    (1,024  53,607        
  

 

 

   

 

 

   

 

 

  

 

 

        

Total

  $1,199,707   $12,363   $(5,490 $1,206,580        
  

 

 

   

 

 

   

 

 

  

 

 

        

Held-to-maturity

              

U.S. government-sponsored enterprises

  $7,395   $37   $(17 $7,415        

Residential mortgage-backed securities

   92,585    250    (282  92,553        

Commercial mortgage-backed securities

   41,579    155    (42  41,692        

State and political subdivisions

   167,483    4,870    (69  172,284        
  

 

 

   

 

 

   

 

 

  

 

 

        

Total

  $309,042   $5,312   $(410 $313,944        
  

 

 

   

 

 

   

 

 

  

 

 

        

December 31, 2023
Amortized
Cost
Allowance for Credit LossesNet Carrying AmountGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$361,494 $— $361,494 $2,247 $(17,093)$346,648 
U.S. government-sponsored mortgage-backed securities1,711,668 — 1,711,668 310 (191,557)1,520,421 
Private mortgage-backed securities191,522 — 191,522 — (16,117)175,405 
Non-government-sponsored asset backed securities370,203 — 370,203 821 (7,551)363,473 
State and political subdivisions990,318 — 990,318 1,938 (75,931)916,325 
Other securities215,722 (2,525)213,197 402 (28,030)185,569 
Total$3,840,927 $(2,525)$3,838,402 $5,718 $(336,279)$3,507,841 


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Table of Contents
December 31, 2023
Amortized
Cost
Allowance for Credit LossesNet Carrying AmountGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(In thousands)
Held-to-maturity
U.S. government-sponsored enterprises$43,285 $— $43,285 $— $(2,607)$40,678 
U.S. government-sponsored mortgage-backed securities130,278 — 130,278 106 (4,362)126,022 
State and political subdivisions1,110,424 (2,005)1,108,419 456 (105,094)1,003,781 
Total$1,283,987 $(2,005)$1,281,982 $562 $(112,063)$1,170,481 
December 31, 2022
Amortized
Cost
Allowance for Credit LossesNet Carrying AmountGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(In thousands)
Available-for-sale
U.S. government-sponsored enterprises$682,316 $— $682,316 $2,713 $(23,209)$661,820 
U.S. government-sponsored mortgage-backed securities1,900,796 — 1,900,796 71 (215,405)1,685,462 
Private mortgage-backed securities197,435 — 197,435 — (18,302)179,133 
Non-government-sponsored asset backed securities428,933 — 428,933 95 (14,654)414,374 
State and political subdivisions1,021,188 (842)1,020,346 1,649 (115,698)906,297 
Other securities214,952 — 214,952 251 (20,699)194,504 
Total$4,445,620 $(842)$4,444,778 $4,779 $(407,967)$4,041,590 
December 31, 2022
Amortized
Cost
Allowance for Credit LossesNet Carrying AmountGross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
(In thousands)
Held-to-maturity
U.S. government-sponsored enterprises$43,017 $— $43,017 $— $(3,349)$39,668 
U.S. government-sponsored mortgage-backed securities135,000 — 135,000 131 (3,756)131,375 
State and political subdivisions1,111,693 (2,005)1,109,688 65 (154,650)955,103 
Total$1,289,710 $(2,005)$1,287,705 $196 $(161,755)$1,126,146 
Table 17 reflects the amortized cost and estimated fair value of debtavailable-for-sale and held-to-maturity securities as of December 31, 2017,2023 and 2022, by contractual maturity andas well as the weighted-average yields (fortax-exempt obligations on a fully taxable equivalent basis) of those securities.securities by contractual maturity. Expected maturities willcould differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

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Table of Contents
Table 17: Maturity and Yield Distribution of Investment Securities

   As of December 31, 2017 
   1 Year
or Less
  1 Year
Through
5 Years
  5 Years
Through
10 Years
  Over
10 Years
  Total
Amortized
Cost
  Total
Fair
Value
 
   (Dollars in thousands) 

Available-for-sale

       

U.S. Government-sponsored enterprises

  $164,892  $180,138  $43,974  $18,383  $407,387  $406,304 

Residential mortgage-backed securities

   89,750   276,702   86,196   29,333   481,981   477,600 

Commercial mortgage-backed securities

   59,978   295,139   110,123   32,630   497,870   493,772 

State and political subdivisions

   42,777   153,018   38,564   12,933   247,292   250,301 

Other securities

   8,944   17,181   7,273   1,219   34,617   35,540 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  $366,341  $922,178  $286,130  $94,498  $1,669,147  $1,663,517 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Percentage of total amortized cost

   21.9  55.3  17.1  5.7  100.0 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Weighted-average yield

   2.4  2.5  2.7  2.8  2.5 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Held-to-maturity

       

U.S. Government-sponsored enterprises

  $2,001  $2,736  $627  $427  $5,791  $5,791 

Residential mortgage-backed securities

   12,491   35,800   4,946   3,745   56,982   56,687 

Commercial mortgage-backed securities

   4,100   5,438   5,796   1,291   16,625   16,699 

State and political subdivisions

   53,772   45,291   1,053   45,242   145,358   148,362 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

  $72,364  $89,265  $12,422  $50,705  $224,756  $227,539 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Percentage of total amortized cost

   32.2  39.7  5.5  22.6  100.0 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

Weighted-average yield

   3.8  3.3  2.7  5.8  4.0 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

December 31, 2023
1 Year
or Less
1 Year
Through
5 Years
5 Years
Through
10 Years
Over
10 Years
Monthly
Amortizing
Securities
Total
Amortized
Cost
Total
Fair
Value
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises$16,787 $131,363 $117,199 $96,145 $— $361,494 $346,648 
U.S. government-sponsored mortgage-backed securities— — — — 1,711,668 1,711,668 1,520,421 
Private mortgage-backed securities— — — — 191,522 191,522 175,405 
Non-government-sponsored asset backed securities— — — — 370,203 370,203 363,473 
State and political subdivisions2,540 41,095 130,784 815,899 — 990,318 916,325 
Other securities— 52,328 153,020 10,374 — 215,722 185,569 
Total$19,327 $224,786 $401,003 $922,418 $2,273,393 $3,840,927 $3,507,841 
Percentage of total amortized cost0.5 %5.9 %10.4 %24.0 %59.2 %100.0 %
December 31, 2023
1 Year
or Less
1 Year
Through
5 Years
5 Years
Through
10 Years
Over
10 Years
Monthly
Amortizing
Securities
Total
Amortized
Cost
Total
Fair
Value
(Dollars in thousands)
Held-to-maturity
U.S. government-sponsored enterprises$— $9,510 $33,775 $— $— $43,285 $40,678 
U.S. government-sponsored mortgage-backed securities— — — — 130,278 130,278 126,022 
State and political subdivisions— 17,988 272,169 820,267 — 1,110,424 1,003,781 
Total$— $27,498 $305,944 $820,267 $130,278 $1,283,987 $1,170,481 
Percentage of total amortized cost— %2.1 %23.8 %63.9 %10.2 %100.0 %
December 31, 2023
1 Year
or Less
1 Year
Through
5 Years
5 Years
Through
10 Years
Over
10 Years
Monthly
Amortizing
Securities
Tax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises1.79 %2.53 %3.65 %6.04 %— %3.79 %
U.S. government-sponsored mortgage-backed securities— — — — 2.63 2.63 
Private mortgage-backed securities— — — — 3.87 3.87 
Non-government-sponsored asset backed securities— — — — 6.41 6.41 
State and political subdivisions3.88 3.00 3.14 2.83 — 2.88 
Other securities— 3.99 4.19 4.75 — 4.17 
Held-to-maturity
U.S. government-sponsored enterprises— %2.45 %3.20 %— %— %3.04 %
U.S. government-sponsored mortgage-backed securities— — — — 4.22 4.22 
State and political subdivisions— 3.04 3.22 3.51 — 3.43 
74

December 31, 2022
1 Year
or Less
1 Year
Through
5 Years
5 Years
Through
10 Years
Over
10 Years
Monthly
Amortizing
Securities
Total
Amortized
Cost
Total
Fair
Value
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises$257,082 $96,882 $198,889 $129,463 $— $682,316 $661,820 
U.S. government-sponsored mortgage-backed securities— — — — 1,900,796 1,900,796 1,685,462 
Private mortgage-backed securities— — — — 197,435 197,435 179,133 
Non-government-sponsored asset backed securities— — — — 428,933 428,933 414,374 
State and political subdivisions3,808 25,231 108,082 884,067 — 1,021,188 906,297 
Other securities8,500 41,248 149,848 15,356 — 214,952 194,504 
Total$269,390 $163,361 $456,819 $1,028,886 $2,527,164 $4,445,620 $4,041,590 
Percentage of total amortized cost6.1 %3.7 %10.3 %23.1 %56.8 %100.0 %
December 31, 2022
1 Year
or Less
1 Year
Through
5 Years
5 Years
Through
10 Years
Over
10 Years
Monthly
Amortizing
Securities
Total
Amortized
Cost
Total
Fair
Value
(Dollars in thousands)
Held-to-maturity
U.S. government-sponsored enterprises$— $— $43,017 $— $— $43,017 $39,668 
U.S. government-sponsored mortgage-backed securities— — — — 135,000 135,000 131,375 
State and political subdivisions— 4,782 173,165 933,746 — 1,111,693 955,103 
Other securities— — — — — — — 
Total$— $4,782 $216,182 $933,746 $135,000 $1,289,710 $1,126,146 
Percentage of total amortized cost— %0.4 %16.8 %72.4 %10.4 %100.0 %
December 31, 2022
1 Year
or Less
1 Year
Through
5 Years
5 Years
Through
10 Years
Over
10 Years
Monthly
Amortizing
Securities
Tax Equivalent Yield
(Dollars in thousands)
Available-for-sale
U.S. government-sponsored enterprises2.97 %2.03 %2.69 %3.64 %— %2.88 %
U.S. government-sponsored mortgage-backed securities— — — — 2.45 2.45 
Private mortgage-backed securities— — — — 3.73 3.73 
Non-government-sponsored asset backed securities— — — — 4.98 4.98 
State and political subdivisions4.35 3.46 2.99 2.84 — 2.88 
Other securities— 4.58 3.81 5.34 — 4.13 
Held-to-maturity
U.S. government-sponsored enterprises— %— %3.04 %— %— %3.04 %
U.S. government-sponsored mortgage-backed securities— — — — 4.24 4.24 
State and political subdivisions— 3.17 3.25 3.58 — 3.53 

75

The weighted average tax-equivalent yield is calculated by multiplying the carried book value by the tax-equivalent yield for each security and is then grouped by investment type and maturity. Tax-exempt obligations have been computed on a tax-equivalent basis. Taxable-equivalent adjustments are the result of increasing income from tax-free investments by an amount equal to the taxes that would be paid if the income were fully taxable, thus making tax-exempt yields comparable to taxable asset yields. Taxable equivalent adjustments were based upon 24.989% and 24.6735% income tax rates for 2023 and 2022, respectively. In 2023, $31.6 million of interest income on debt securities was excluded from Federal taxation, and $18.9 million was excluded from state taxation. In 2022, $28.4 million of interest income on debt securities was excluded from Federal taxation, and $12.3 million was excluded from state taxation.
Deposits

Our deposits averaged $8.27$17.05 billion for the year ended December 31, 2017,2023 and $6.70$17.93 billion for 2016.2022. Total deposits increased $3.45decreased $1.15 billion, or 49.6%6.4%, to $10.39$16.79 billion as of December 31, 2017,2023, from $6.94$17.94 billion as of December 31, 2016. Including the effects of the purchase accounting adjustments, we acquired approximately $2.972022. Uninsured deposits including related interest accrued and unpaid were $8.34 billion of deposits, as of acquisition date from our 2017 acquisitions.December 31, 2023 compared to $9.83 billion as of December 31, 2022. Deposits are our primary source of funds. We offer a variety of products designed to attract and retain deposit customers. Those products consist of checking accounts, regular savings deposits, NOW accounts, money market accounts and certificates of deposit. Deposits are gathered from individuals, partnerships and corporations in our market areas. In addition, we obtain deposits from state and local entities and, to a lesser extent, U.S. Government and other depository institutions.

Our policy also permits the acceptance of brokered deposits. From time to time, when appropriate in order to fund strong loan demand, we accept brokered time deposits, generally in denominations of less than $250,000, from a regional brokerage firm, and other national brokerage networks. Additionally, we participate in the Certificates of Deposit Account Registry Service (“CDARS”), which provides for reciprocal(“two-way”) transactions among banks for the purpose of giving our customers the potential for multi-million-dollar FDIC insurance coverage. Although classified as brokered deposits for regulatory purposes, funds placed through the CDARS program are our customer relationships that management views as core funding. We also participate in theOne-Way Buy Insured Cash Sweep (“ICS”) service and similar services, which providesprovide forone-way buy transactions among banks for the purpose of purchasing cost-effective floating-rate funding without collateralization or stock purchase requirements. Management believes these sources represent a reliable and cost efficientcost-efficient alternative funding source for the Company. However, to the extent that our condition or reputation deteriorates, or to the extent that there are significant changes in market interest rates which we do not elect to match, we may experience an outflow of brokered deposits. In that event we would be required to obtain alternate sources for funding.

Table 18 reflects the classification of the brokered deposits as of December 31, 20172023 and 2016.

2022.

Table 18: Brokered Deposits

   December 31, 2017   December 31, 2016 
   (In thousands) 

Time Deposits

  $60,022   $70,028 

CDARS

   53,588    26,389 

Insured Cash Sweep and Other Transaction Accounts

   915,060    406,120 
  

 

 

   

 

 

 

Total Brokered Deposits

  $1,028,670   $502,537 
  

 

 

   

 

 

 

The $526.1 million increase in our brokered deposits from December 31, 2016 to December 31, 2017 was primarily due to our 2017 acquisitions, of which approximately $378.3 million was related to Stonegate as of December 31, 2017.

December 31, 2023December 31, 2022
(In thousands)
Time Deposits$— $— 
Insured Cash Sweep and Other Transaction Accounts401,004 476,630 
Total Brokered Deposits$401,004 $476,630 
The interest rates paid are competitively priced for each particular deposit product and structured to meet our funding requirements. We will continue to manage interest expense through deposit pricing. We may allow higher rate deposits to run off during periods of limited loan demand. We believe that additional funds can be attracted, and deposit growth can be realized through deposit pricing if we experience increased loan demand or other liquidity needs.

The Federal Reserve Board sets various benchmark rates, including the Federal Funds rate, and thereby influences the general market rates of interest, including the deposit and loan rates offered by financial institutions. The Federal FundsReserve increased the target rate which is the cost to banks of immediately available overnight funds, was loweredseven times during 2022. First, on DecemberMarch 16, 2008 to a historic low of 0.25% to 0%, where it remained until December 16, 2015, when2022, the target rate was increased slightlyto 0.25% to 0.50% to 0.25%. Since December 31, 2016,Second, on May 4, 2022, the Federal Funds target rate haswas increased 100 basis points and is currently atto 0.75% to 1.00%. Third, on June 15, 2022, the target rate was increased to 1.50% to 1.25%1.75%.

Fourth, on July 27, 2022, the target rate was increased to 2.25% to 2.50%. Fifth, on September 21, 2022, the target rate was increased to 3.00% to 3.25%. Sixth, on November 2, 2022, the target rate was increased to 3.75% to 4.00%. Seventh, on December 14, 2022, the target rate was increased to 4.25% to 4.50%. The Federal Reserve increased the target rate four times during 2023. First, on February 1, 2023, the target rate was increased to 4.50% to 4.75%, second, on March 22, 2023, the target rate was increased to 4.75% to 5.00%, third, on May 3, 2023, the target rate was increased to 5.00% to 5.25% and fourth, on July 26, 2023, the target rate was increased to 5.25% to 5.50%.


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Table 19 reflects the classification of the average deposits and the average rate paid on each deposit category which is in excess of 10 percent of average total deposits, for the years ended December 31, 2017, 2016,2023, 2022, and 2015.

2021.

Table 19: Average Deposit Balances and Rates

   Years Ended December 31, 
   2017  2016  2015 
   Average
Amount
   Average
Rate
Paid
  Average
Amount
   Average
Rate
Paid
  Average
Amount
   Average
Rate
Paid
 
   (Dollars in thousands) 

Non-interest-bearing transaction accounts

  $2,005,632    —   $1,619,128    —   $1,358,905    —  

Interest-bearing transaction accounts

   4,265,529    0.53   3,252,416    0.27   2,789,346    0.22 

Savings deposits

   558,097    0.11   465,464    0.06   429,399    0.06 

Time deposits:

          

$100,000 or more

   961,371    0.86   868,839    0.58   780,815    0.53 

Other time deposits

   483,457    0.48   493,841    0.38   600,747    0.42 
  

 

 

    

 

 

    

 

 

   

Total

  $8,274,086    0.41 $6,699,688    0.24 $5,959,212    0.22
  

 

 

    

 

 

    

 

 

   

Years Ended December 31,
202320222021
Average
Amount
Average
Rate Paid
Average
Amount
Average
Rate Paid
Average
Amount
Average
Rate Paid
(Dollars in thousands)
Non-interest-bearing transaction accounts$4,599,241 — %$5,378,906 — %$3,924,341 — %
Interest-bearing transaction accounts9,905,696 2.51 10,146,537 0.77 7,846,618 0.20 
Savings deposits1,256,548 0.78 1,374,244 0.22 869,386 0.06 
Time deposits:
$100,000 or more822,977 3.17 631,276 0.53 728,845 1.00 
Other time deposits461,179 2.46 402,155 0.39 359,030 0.47 
Total$17,045,641 1.74 %$17,933,118 0.48 %$13,728,220 0.18 %
Table 20 presents our maturities of large denomination time deposits as of December 31, 20172023 and 2016.

December 31, 2022.

Table 20: Maturities of Large Denomination Time Deposits ($100,000 or more)

   As of December 31, 
   2017  2016 
   Balance   Percent  Balance   Percent 
   (Dollars in thousands) 

Maturing

       

Three months or less

  $134,117    13.4 $162,422    19.3

Over three months to six months

   199,701    20.0   100,547    11.9 

Over six months to 12 months

   184,526    18.5   356,145    42.3 

Over 12 months

   479,999    48.1   223,767    26.5 
  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $998,343    100.0 $842,881    100.0
  

 

 

   

 

 

  

 

 

   

 

 

 

As of December 31,
20232022
InsuredUninsuredTotalInsuredUninsuredTotal
(Dollars in thousands)
Maturing
Three months or less$264,879 $176,234 $441,113 $221,967 $83,734 $305,701 
Over three months to six months229,569 159,854 389,423 144,936 48,234 193,170 
Over six months to 12 months299,251 203,958 503,209 232,475 123,856 356,331 
Over 12 months96,218 221,900 318,118 129,909 58,123 188,032 
Total$889,917 $761,946 $1,651,863 $729,287 $313,947 $1,043,234 
Securities Sold Under Agreements to Repurchase

We enter into short-term purchases of securities under agreements to resell (resale agreements) and sales of securities under agreements to repurchase (repurchase agreements) of substantially identical securities. The amounts advanced under resale agreements and the amounts borrowed under repurchase agreements are carried on the balance sheet at the amount advanced. Interest incurred on repurchase agreements is reported as interest expense. Securities sold under agreements to repurchase increased $26.5$10.9 million, or 21.8%8.3%, from $121.3$131.1 million as of December 31, 20162022 to $147.8$142.1 million as of December 31, 2017.

2023.

FHLB Borrowings

Ourand Other Borrowed Funds

The Company’s FHLB borrowed funds, which are secured by our loan portfolio, were $1.30 billion$600.0 million and $1.31 billion$650.0 million at December 31, 20172023 and 2016,2022, respectively. At December 31, 2017, $525.02023, the entire $600.0 million balance was classified as long-term advances. At December 31, 2022, $50.0 million and $774.2$600.0 million of the outstanding balance were issuedwas classified as short-term and long-term advances, respectively. Including the effects of the purchase accounting adjustments, we acquired approximately $89.4 million ofThe FHLB borrowed funds, as of acquisition dateadvances mature from our 2017 acquisitions. At December 31, 2016, $40.0 million2025 to 2037 with fixed interest rates ranging from 3.37% to 4.84% and $1.27 billion of the outstanding balance were issued as short-termare secured by loans and long-term advances, respectively. Our remaining FHLB borrowing capacity was $1.96 billion and $718.2 million as of December 31, 2017 and 2016, respectively. Maturities of borrowings as of December 31, 2017 include: 2018 – $984.3 million; 2019 – $143.1 million; 2020 – $146.4 million; 2021 – zero; 2022 – zero; after 2022 – $25.4 million.investments securities. Expected maturities willcould differ from contractual maturities because the FHLB mayhas have the right to call or we may havethe Company has the right to prepay certain obligations.

Other borrowed funds were $701.3 million as of December 31, 2023 and were classified as short-term advances. The Company had no other borrowed funds as of December 31, 2022.

77

The Company had access to approximately $1.37 billion in liquidity with the Federal Reserve Bank as of December 31, 2023. This consisted of $89.8 million available from the Discount Window and $1.28 billion available through the Bank Term Funding Program ("BTFP"). As of December 31, 2023, the primary and secondary credit rates available through the Discount Window were 5.50% and 6.00%, respectively, and the BTFP rate was 4.84%. As of December 31, 2023, the Company had drawn $700.0 million from the BTFP in the ordinary course of business. These advances are included within other borrowed funds and are secured by certain investment securities within our investment portfolio.
Additionally, the Company had $1.33 billion and $1.14 billion at December 31, 2023 and 2022, respectively, in letters of credit under a FHLB blanket borrowing line of credit, which are used to collateralize public deposits at December 31, 2023 and 2022, respectively.
Subordinated Debentures

Subordinated debentures, which consist of subordinated debt securities and guaranteed payments on trust preferred securities, were $368.0$439.8 million and $440.4 million as of December 31, 2017. As of December 31, 2016, subordinated debentures consisted only of $60.8 million of guaranteed payments on trust preferred securities.

The trust preferred securities aretax-advantaged issues that qualify for Tier2023 and 2022, respectively.

On April 1, capital treatment subject to certain limitations. Distributions on these securities are included in interest expense. Each of2022, the trusts is a statutory business trust organized for the sole purpose of issuing trust securities and investing the proceeds in our subordinated debentures, the sole asset of each trust. The trust preferred securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the subordinated debentures held by the trust. We wholly own the common securities of each trust. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon our making payment on the related subordinated debentures. Our obligations under the subordinated securities and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by us of each respective trust’s obligations under the trust securities issued by each respective trust.

During 2017, weCompany acquired $12.5$23.2 million in trust preferred securities withfrom Happy which were currently callable without penalty based on the terms of the specific agreements. During the second and third quarters of 2022, the Company redeemed, without penalty, the $23.2 million of the trust preferred securities acquired from Happy. In addition, during the second and third quarters, the Company also redeemed, without penalty, the $73.3 million of trust preferred securities held prior to the Happy acquisition. As a result, the Company no longer holds any trust preferred securities.

On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”) from Happy, and the Company recorded approximately $144.4 million which included fair value of $9.8 million from the Stonegate acquisition.adjustments.. The difference between the fair value purchased of $9.8 million and the $12.5 million face amount, will be amortized into interest expense over the remaining life2030 Notes are unsecured, subordinated debt obligations of the debentures. Company and will mature on July 31, 2030. From and including the date of issuance to, but excluding July 31, 2025 or the date of earlier redemption, the 2030 Notes will bear interest at an initial rate of 5.50% per annum, payable in arrears on January 31 and July 31 of each year. From and including July 31, 2025 to, but excluding, the maturity date or earlier redemption, the 2030 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be 3-month Secured Overnight Funding Rate (SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2030 Notes, plus 5.345%, payable quarterly in arrears on January 31, April 30, July 31, and October 31 of each year, commencing on October 31, 2025.
The associated subordinated debentures are redeemable,Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to maturity at our option on a quarterly basis when100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest is due and payable and in wholeto but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, within 90 days followingincluding prior to July 31, 2025, at the occurrence and continuation of certain changesCompany’s option, in the tax treatment or capital treatmentwhole but not in part, subject to prior approval of the debentures.

Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

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

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The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.
On April 3, 2017, the Company completed an underwritten public offering of $300$300.0 million in aggregate principal amount of its 5.625%Fixed-to-Floating Rate Subordinated Notes due 2027 (the “Notes”). The Notes were issued at 99.997% of par, resulting in for net proceeds, after underwriting discounts and issuance costs, of approximately $297.0 million. The Notes arewere unsecured, subordinated debt obligations of the Company and will maturewould have matured on April 15, 2027. From and including the date of issuance to, but excluding April 15, 2022, the Notes bore interest at an initial rate of 5.625% per annum. From and including April 15, 2022 to, but excluding the maturity date or earlier redemption, the Notes were to bear interest at a floating rate equal to three-month LIBOR as calculated on each applicable date of determination plus a spread of 3.575%; provided, however, that in the event three-month LIBOR is less than zero, then three-month LIBOR would have been deemed to be zero.
The Company, beginning with the interest payment date of April 15, 2022, and on any interest payment date thereafter, was permitted to redeem the 2027 Notes, qualifyin whole or in part, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. On April 15, 2022, the Company completed the payoff of the 2027 Notes in aggregate principal amount of $300.0 million. Each 2027 Note was redeemed pursuant to the terms of the Subordinated Indenture, as Tier 2 capitalsupplemented by the First Supplemental Indenture, each dated as of April 3, 2017, between the Company and U.S. Bank Trust Company, National Association, the Trustee for regulatory purposes.

the 2027 Notes, at the redemption price of 100% of its principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

Stockholders’ Equity

Stockholders’ equity was $2.20increased $264.7 million to $3.79 billion atas of December 31, 20172023, compared to $1.33$3.53 billion atas of December 31, 2016.2022. The $264.7 million increase in stockholders’stockholders' equity is primarily associated with the $77.5$392.9 million in net income for 2023 and $742.3$56.4 million in other comprehensive income, which was partially offset by the $145.9 million of common stock issued to the GHI and Stonegate shareholders, respectively, plus the $74.7 million increase in retained earnings offset by $3.8 million of comprehensive lossshareholder dividends paid and the repurchase of $20.8$48.3 million of our common stock during 2017.2023. The improvement in stockholders’ equity was 7.5% for 2017 excluding the $819.8 million of common stock issuedyear ended December 31, 2023 compared to both the GHI and Stonegate shareholders was 4.3%.December 31, 2022. As of December 31, 20172023 and 2016,2022, our equity to asset ratio was 15.25%16.73% and 13.53%15.41%, respectively. Book value per common share was $12.70$18.81 at December 31, 20172023 compared to $9.45$17.33 at December 31, 2016. The acquisition of Stonegate added $2.45 per share to book value per common share as of December 31, 2017.

2022.

Common Stock Cash Dividends. We declared cash dividends on our common stock of $0.4000, $0.3425$0.72, $0.66 and $0.2750$0.56 per share for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively. The common stock dividend payout ratio for the year ended December 31, 2017, 20162023, 2022 and 20152021 was 44.69%37.13%, 27.15%42.07% and 27.19%, 28.88%respectively.

Stock Repurchase Program.On January 20, 2017, our Board of Directors authorizedDuring 2023, the repurchase of up to an additional 5,000,000 shares of our common stock under our previously approved stock repurchase program, which brought the total amount of authorized shares to repurchase to 9,752,000 shares. During 2017, we utilized a portion of this stock repurchase program. WeCompany repurchased a total of 857,8002,225,849 shares with a weighted-average stock price of $24.29$21.69 per shareshare. The 2023 earnings were used to fund the repurchases during 2017.the year. Shares repurchased to date under the program as of December 31, 2023 total 4,524,86422,985,715 shares. The remaining balance available for repurchase is 5,227,136was 16,766,285 shares at December 31, 2017. Additionally, on February 21, 2018, the Board of Directors of the Company authorized the repurchase of up to an additional 5,000,000 shares of Company’s common stock under this repurchase program.

2023.

Liquidity and Capital Adequacy Requirements

Parent Company Liquidity.Liquidity. The primary sources for payment of our operating expenses, and dividends are current cash on hand ($44.0484.5 million as of December 31, 2017)2023), dividends received from our bank subsidiary and a $20.0 million unfunded line of credit with another financial institution.

Bank Liquidity. At December 31, 2023, we held $2.12 billion in assets that could be used for liquidity purposes, which we refer to as net available internal liquidity. This balance consisted of $1.21 billion in unpledged investment securities which could be used for additional secured borrowing capacity, $732.4 million in cash on deposit with the Federal Reserve Bank ("FRB") and $177.2 million in other liquid cash accounts.

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Consistent with our practice of maintaining access to significant external liquidity, we had $3.47 billion in net available sources of borrowed funds, which we refer to as net available external liquidity, as of December 31, 2023. This included $4.63 billion in total borrowing capacity with the Federal Home Loan Bank ("FHLB"), of which $1.93 billion has been drawn upon in the ordinary course of business, resulting in $2.69 billion in net available liquidity with the FHLB as of December 31, 2023. The $1.93 billion consisted of $600.0 million in outstanding FHLB advances and $1.33 billion used for pledging purposes. We also had access to approximately $1.37 billion in liquidity with the FRB as of December 31, 2023, of which $700.0 million has been drawn upon in the ordinary course of business, resulting in $674.3 million in net available liquidity with the FRB as of December 31, 2023. The $674.3 million consisted of $89.8 million available borrowing capacity from the Discount Window and $584.5 million available through the BTFP. As of December 31, 2023, the Company also had access to $55.0 million from First National Bankers’ Bank ("FNBB"), and $45.0 million from other various external sources.
Overall, we had $5.59 billion net available liquidity as of December 31, 2023, which consisted of $2.12 billion of net available internal liquidity and $3.47 billion in net available external liquidity. Details on our available liquidity as of December 31, 2023 is available below.
(in thousands)Total AvailableAmount UsedNet Availability
Internal Sources
Unpledged investment securities (market value)$1,214,352 $— $1,214,352 
Cash at FRB732,412 — 732,412 
Other liquid cash accounts177,191 — 177,191 
Total Internal Liquidity2,123,955 — 2,123,955 
External Sources
FHLB4,625,496 1,932,490 2,693,006 
FRB Discount Window89,823 — 89,823 
BTFP (par value)1,284,507 700,000 584,507 
FNBB55,000 — 55,000 
Other45,000 — 45,000 
Total External Liquidity6,099,826 2,632,490 3,467,336 
Total Available Liquidity$8,223,781 $2,632,490 $5,591,291 

We have continued to limit our exposure to uninsured deposits and have been actively monitoring this exposure in light of the current banking environment. As of December 31, 2023, we held approximately $8.34 billion in uninsured deposits of which $595.5 million were intercompany subsidiary deposit balances and $3.03 billion were collateralized deposits, for a net position of $4.72 billion. This represents approximately 28.1% of total deposits. In addition, net available liquidity exceeded uninsured and uncollateralized deposits by $867.6 million.

(in thousands)As of December 31, 2023
Uninsured Deposits$8,344,570 
Intercompany Subsidiary and Affiliate Balances595,539 
Collateralized Deposits3,025,358 
Net Uninsured Position$4,723,673 
Total Available Liquidity$5,591,291 
Net Uninsured Position4,723,673 
Net Available Liquidity in Excess of Uninsured Deposits$867,618 
Risk-Based Capital.Capital. We, as well as our bank subsidiary, are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and other discretionary actions by regulators that, if enforced, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities and certainoff-balance-sheet items as calculated under regulatory accounting practices. Our capital amounts and classifications are also subject to qualitative judgments by the regulators as to components, risk weightings and other factors.


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In July 2013, the Federal Reserve Board and the other federal bank regulatory agencies issued a final rule to revise their risk-based and leverage capital requirements and their method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” and certain provisions of the Dodd-Frank Act (“Basel III”). Basel III applies to all depository institutions, bank holding companies with total consolidated assets of $500 million or more, and savings and loan holding companies. Basel III became effective for the Company and its bank subsidiary on January 1, 2015. TheBasel III limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer requirement began being phasedbuffer” of 2.5% of common equity Tier 1 capital to risk-weighted assets, which is in beginning January 1, 2016 ataddition to the 0.625% level and will increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019 when thephase-in period ends and the fullamount necessary to meet its minimum risk-based capital conservation buffer requirement becomes effective.

requirements.

Basel III amended the prompt corrective action rules to incorporate a “commoncommon equity Tier 1 capital”("CET1") capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization will beis required to have at least a 4.5% “common equityCET1 risk-based capital ratio, a 4% Tier 1 leverage ratio, a 6% Tier 1 risk-based capital” ratio, a 4% “Tier 1 leverage capital” ratio, a 6% “Tier 1 risk-based capital”capital ratio and an 8% “totaltotal risk-based capital” ratio.

capital ratio.

Quantitative measures established by regulation to ensure capital adequacy require us to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that, as of December 31, 20172023 and 2016,December 31, 2022, we met all regulatory capital adequacy requirements to which we were subject.

On April 3, 2017,January 18, 2022, the Company completed an underwritten public offering of $300 millionthe 2032 Notes in aggregate principal amount of its Notes which were issued at 99.997% of par, resulting in net proceeds, after underwriting discounts and issuance costs, of approximately $297.0$300.0 million. The 2032 Notes are unsecured, subordinated debt obligations of the Company and will mature on April 15, 2027.January 30, 2032. The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, qualifyin whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory purposes.

capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 from Happy, and the Company recorded approximately $144.4 million which included fair value adjustments. The 2030 Notes are unsecured, subordinated debt obligations of the Company and will mature on July 31, 2030. The Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, including prior to July 31, 2025, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.
On April 3, 2017, the Company completed an underwritten public offering of the 2027 Notes in aggregate principal amount of $300.0 million. The 2027 Notes were unsecured, subordinated debt obligations and would have matured on April 15, 2027. On April 15, 2022, the Company completed the payoff of the 2027 Notes in aggregate principal amount of $300.0 million. Each 2027 Note was redeemed pursuant to the terms of the Subordinated Indenture, as supplemented by the First Supplemental Indenture, each dated as of April 3, 2017, between the Company and U.S. Bank Trust Company, National Association, the Trustee for the 2027 Notes, at the redemption price of 100% of its principal amount, plus accrued and unpaid interest to, but excluding, the redemption date.

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On December 21, 2018, the federal banking agencies issued a joint final rule to revise their regulatory capital rules to permit bank holding companies and banks to phase-in, for regulatory capital purposes, the day-one impact of the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and banks to delay for two years 100% of the day-one impact of adopting CECL and 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company has elected to adopt the interim final rule, which is reflected in the risk-based capital ratios presented below.
Table 21 presents our risk-based capital ratios as of December 31, 20172023 and 2016.

2022.

Table 21: Risk-Based Capital

   As of
December 31,
2017
  As of
December 31,
2016
 
   (Dollars in thousands) 

Tier 1 capital

   

Stockholders’ equity

  $2,204,291  $1,327,490 

Goodwill and core deposit intangibles, net

   (966,890  (388,336

Unrealized (gain) loss onavailable-for-sale securities

   3,421   (400

Deferred tax assets

   —     —   
  

 

 

  

 

 

 

Total common equity Tier 1 capital

   1,240,822   938,754 

Qualifying trust preferred securities

   70,698   59,000 
  

 

 

  

 

 

 

Total Tier 1 capital

   1,311,520   997,754 
  

 

 

  

 

 

 

Tier 2 capital

   

Qualifying subordinated notes

   297,332   —   

Qualifying allowance for loan losses

   110,266   80,002 
  

 

 

  

 

 

 

Total Tier 2 capital

   407,598   80,002 
  

 

 

  

 

 

 

Total risk-based capital

  $1,719,118  $1,077,756 
  

 

 

  

 

 

 

Average total assets for leverage ratio

  $13,147,046  $9,388,812 
  

 

 

  

 

 

 

Risk weighted assets

  $11,424,963  $8,308,468 
  

 

 

  

 

 

 

Ratios at end of period

   

Common equity Tier 1 capital

   10.86  11.30

Leverage ratio

   9.98   10.63 

Tier 1 risk-based capital

   11.48   12.01 

Total risk-based capital

   15.05   12.97 

Minimum guidelines – Basel IIIphase-in schedule

   

Common equity Tier 1 capital

   5.75  5.125

Leverage ratio

   4.00   4.000 

Tier 1 risk-based capital

   7.25   6.625 

Total risk-based capital

   9.25   8.625 

Minimum guidelines – Basel III fullyphased-in

   

Common equity Tier 1 capital

   7.00  7.00

Leverage ratio

   4.00   4.00 

Tier 1 risk-based capital

   8.50   8.50 

Total risk-based capital

   10.50   10.50 

Well-capitalized guidelines

   

Common equity Tier 1 capital

   6.50  6.50

Leverage ratio

   5.00   5.00 

Tier 1 risk-based capital

   8.00   8.00 

Total risk-based capital

   10.00   10.00 

December 31, 2023December 31, 2022
(Dollars in thousands)
Tier 1 capital
Stockholders’ equity$3,791,075 $3,526,362 
ASC 326 transitional period adjustment16,246 24,369 
Goodwill and core deposit intangibles, net(1,446,573)(1,456,270)
Unrealized loss (gain) on available-for-sale securities249,075 305,458 
Total common equity Tier 1 capital2,609,823 2,399,919 
Qualifying trust preferred securities— — 
Total Tier 1 capital2,609,823 2,399,919 
Tier 2 capital
Allowance for credit losses288,234 289,669 
ASC 326 transitional period adjustment(16,246)(24,369)
Disallowed allowance for credit losses (limited to 1.25% of risk weighted assets)(40,509)(32,184)
Qualifying allowance for credit losses231,479 233,116 
Qualifying subordinated notes439,834 440,420 
Total Tier 2 capital671,313 673,536 
Total risk-based capital$3,281,136 $3,073,455 
Average total assets for leverage ratio$20,981,774 $22,091,588 
Risk weighted assets$18,440,964 $18,583,293 
Ratios at end of period
Common equity Tier 1 capital14.15 %12.91 %
Leverage ratio12.44 10.86 
Tier 1 risk-based capital14.15 12.91 
Total risk-based capital17.79 16.54 
Minimum guidelines – Basel III
Common equity Tier 1 capital7.00 %7.00 %
Leverage ratio4.00 4.00 
Tier 1 risk-based capital8.50 8.50 
Total risk-based capital10.50 10.50 
Well-capitalized guidelines
Common equity Tier 1 capital6.50 %6.50 %
Leverage ratio5.00 5.00 
Tier 1 risk-based capital8.00 8.00 
Total risk-based capital10.00 10.00 

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

Table 22 presents actual capital amounts and ratios as of December 31, 20172023 and 2016,2022, for our bank subsidiary and us.

Table 22: Capital and Ratios

   Actual  Minimum Capital
Requirement –
Basel III
Phase-In  Schedule
  Minimum Capital
Requirement –
Basel III
Fully  Phased-In
  Minimum To Be
Well-Capitalized
Under Prompt
Corrective Action
Provision
 
   Amount   Ratio  Amount   Ratio  Amount   Ratio  Amount   Ratio 
   (Dollars in thousands) 

As of December 31, 2017

             

Common equity Tier 1 capital ratios:

             

Home BancShares

  $1,240,822    10.86 $656,973    5.750 $799,793    7.00 $N/A    N/A

Centennial Bank

   1,546,451    13.55   656,243    5.750   798,905    7.00   741,840    6.50 

Leverage ratios:

             

Home BancShares

  $1,311,520    9.98 $525,659    4.000 $525,659    4.00 $N/A    N/A

Centennial Bank

   1,546,451    11.76   526,004    4.000   526,004    4.00   657,505    5.00 

Tier 1 capital ratios:

             

Home BancShares

  $1,311,520    11.48 $828,268    7.250 $971,073    8.50 $N/A    N/A

Centennial Bank

   1,546,451    13.55   827,437    7.250   970,098    8.50   913,034    8.00 

Total risk-based capital ratios:

             

Home BancShares

  $1,719,118    15.05 $1,056,601    9.250 $1,199,385    10.50 $N/A    N/A

Centennial Bank

   1,656,717    14.52   1,055,415    9.250   1,198,039    10.50   1,140,990    10.00 

As of December 31, 2016

             

Common equity Tier 1 capital ratios:

             

Home BancShares

  $938,754    11.30 $425,762    5.125 $581,529    7.00 $N/A    N/A

Centennial Bank

   920,232    11.10   424,882    5.125   580,326    7.00   538,875    6.50 

Leverage ratios:

             

Home BancShares

  $997,754    10.63 $375,448    4.000 $375,448    4.00 $N/A    N/A

Centennial Bank

   920,232    9.81   375,222    4.000   375,222    4.00   469,028    5.00 

Tier 1 capital ratios:

             

Home BancShares

  $997,754    12.01 $550,385    6.625 $706,154    8.50 $N/A    N/A

Centennial Bank

   920,232    11.10   549,238    6.625   704,682    8.50   663,230    8.00 

Total risk-based capital ratios:

             

Home BancShares

  $1,077,756    12.97 $716,704    8.625 $872,509    10.50 $N/A    N/A

Centennial Bank

   1,000,234    12.07   714,749    8.625   870,129    10.50   828,694    10.00 

Off-Balance Sheet Arrangements

ActualMinimum Capital
Requirement –
Basel III
Minimum To Be
Well-Capitalized
Under Prompt
Corrective Action
Provision
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
As of December 31, 2023
Common equity Tier 1 capital ratios:
Home BancShares$2,609,823 14.15 %$1,290,867 7.00 %N/AN/A
Centennial Bank2,495,303 13.60 1,284,347 7.00 1,192,608 6.50 
Leverage ratios:
Home BancShares$2,609,823 12.44 %$839,271 4.00 %N/AN/A
Centennial Bank2,495,303 11.92 837,350 4.00 1,046,688 5.00 
Tier 1 capital ratios:
Home BancShares$2,609,823 14.15 %$1,567,482 8.50 %N/AN/A
Centennial Bank2,495,303 13.60 1,559,564 8.50 1,467,825 8.00 
Total risk-based capital ratios:
Home BancShares$3,281,136 17.79 %$1,936,301 10.50 %N/AN/A
Centennial Bank2,725,909 14.85 1,927,410 10.50 1,835,629 10.00 
As of December 31, 2022
Common equity Tier 1 capital ratios:
Home BancShares$2,399,919 12.91 %$1,300,831 7.00 %N/AN/A
Centennial Bank2,408,756 13.00 1,297,352 7.00 1,204,684 6.50 
Leverage ratios:
Home BancShares$2,399,919 10.86 %$883,664 4.00 %N/AN/A
Centennial Bank2,408,756 10.93 881,464 4.00 1,101,831 5.00 
Tier 1 capital ratios:
Home BancShares$2,399,919 12.91 %$1,579,580 8.50 %N/AN/A
Centennial Bank2,408,756 13.00 1,575,356 8.50 1,482,688 8.00 
Total risk-based capital ratios:
Home BancShares$3,073,455 16.54 %$1,951,246 10.50 %N/AN/A
Centennial Bank2,640,992 14.25 1,946,021 10.50 1,853,354 10.00 
Cash Commitments and Contractual Obligations

Resources

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

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

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Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing and similar transactions. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loans to customers. The Company had total outstanding letters of credit amounting to $70.5$185.5 million and $41.1$184.6 million at December 31, 20172023 and 2016,2022, respectively, with the majority of maturities ranging from currently due to four years.

Table 23 presents the anticipated funding requirements of our most significant financial commitments, excluding interest, as of December 31, 2017.

2023.

Table 23: Funding Requirements of Financial Commitments

   Payments Due by Period 
   Less than
One Year
   One-
Three
Years
   Three-
Five
Years
   Greater
than Five
Years
   Total 
   (In thousands) 

Operating lease obligations

  $8,543   $14,978   $9,867   $28,799   $62,187 

FHLB advances by contractual maturity

   984,279    289,498    —      25,411    1,299,188 

Subordinated debentures

   —      —      —      368,031    368,031 

Loan commitments

   39,249    897,236    748,495    693,140    2,378,120 

Letters of credit

   56,372    13,512    531    38    70,453 

Payments Due by Period
Less than
One Year
One-Three
Years
Three-Five
Years
Greater than
Five Years
Total
(In thousands)
Operating lease obligations$9,373 $16,660 $12,719 $19,827 $58,579 
FHLB advances & other borrowings by contractual maturity701,300 200,000 — 400,000 1,301,300 
Subordinated debentures— — — 439,834 439,834 
Loan commitments1,734,513 2,016,760 397,138 439,735 4,588,146 
Letters of credit185,360 — 100 — 185,460 
Non-GAAP Financial Measurements

Our accounting and reporting policies conform to generally accepted accounting principles in the United States (“GAAP”) and the prevailing practices in the banking industry. However, duethis report contains financial information determined by methods other than in accordance with GAAP, including earnings, as adjusted; diluted earnings per common share, as adjusted; tangible book value per share; return on average assets, excluding intangible amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization; return on average tangible equity, as adjusted; tangible equity to the application of purchase accounting from our significant number of historical acquisitions, we believe certainnon-GAAP measures and ratios that exclude the impact of these items are useful to the investors and users of our financial statements to evaluate our performance, including net interest margintangible assets; and efficiency ratio.

Because of our significant number of historical acquisitions, our net interest margin was impacted by accretion and amortization of the fair value adjustments recorded in purchase accounting. The accretion and amortization affect certain operating ratiosratio, as we accrete loan discounts to interest income and amortize premiums and discounts on time deposits to interest expense.

adjusted.

We believe thesenon-GAAP measures and ratios, when taken together with the corresponding GAAP measures and ratios, provide meaningful supplemental information regarding our performance. We believe investors benefit from referring to thesenon-GAAP measures and ratios in assessing our operating results and related trends, and when planning and forecasting future periods. However, thesenon-GAAP measures and ratios should be considered in addition to, and not as a substitute for or preferable to, ratios prepared in accordance with GAAP. In Tables 24 through 26
The tables below we have provided a reconciliation of, where applicable, the most comparable GAAP financial measures and ratios to thepresent non-GAAP financial measures and ratios, or a reconciliation of thenon-GAAP calculation of the financial measure for the periods indicated:

Table 24: Average Yield on Loans

   Years Ended December 31, 
   2017  2016  2015 
   (Dollars in thousands) 

Interest income on loans receivable – FTE

  $479,601  $404,137  $344,885 

Purchase accounting accretion

   35,257   41,070   46,509 
  

 

 

  

 

 

  

 

 

 

Non-GAAP interest income on loans receivable – FTE

  $444,344  $363,067  $298,376 
  

 

 

  

 

 

  

 

 

 

Average loans

  $8,403,154  $6,986,759  $5,732,315 

Average purchase accounting loan discounts(1)

   120,160   127,210   177,389 
  

 

 

  

 

 

  

 

 

 

Average loans(non-GAAP)

  $8,523,314  $7,113,969  $5,909,704 
  

 

 

  

 

 

  

 

 

 

Average yield on loans (reported)

   5.71  5.78  6.02

Average contractual yield on loans(non-GAAP)

   5.21   5.10   5.05 

(1)Balance includes $146.6 million, $100.1 million and $149.4 million of discount for credit losses on purchased loans as of December 31, 2017, 2016 and 2015, respectively.

Table 25: Average Cost of Deposits

   Years Ended December 31, 
   2017  2016  2015 
   (Dollars in thousands) 

Interest expense on deposits

  $33,777  $15,926  $12,971 

Amortization of time deposit (premiums)/discounts, net

   459   1,273   1,101 
  

 

 

  

 

 

  

 

 

 

Non-GAAP interest expense on deposits

  $34,236  $17,199  $14,072 
  

 

 

  

 

 

  

 

 

 

Average interest-bearing deposits

  $6,268,454  $5,080,560  $4,600,307 

Average unamortized CD (premium)/discount, net

   (733  (930  (1,276
  

 

 

  

 

 

  

 

 

 

Average interest-bearing deposits(non-GAAP)

  $6,267,721  $5,079,630  $4,599,031 
  

 

 

  

 

 

  

 

 

 

Average cost of deposits (reported)

   0.54  0.31  0.28

Average contractual cost of deposits(non-GAAP)

   0.55   0.34   0.31 

Table 26: Net Interest Margin

   Years Ended December 31, 
   2017  2016  2015 
   (Dollars in thousands) 

Net interest income – FTE

  $463,761  $413,882  $363,422 

Total purchase accounting accretion

   35,716   42,343   47,610 
  

 

 

  

 

 

  

 

 

 

Non-GAAP net interest income – FTE

  $428,045  $371,539  $315,812 
  

 

 

  

 

 

  

 

 

 

Average interest-earning assets

  $10,278,942  $8,604,291  $7,296,757 

Average purchase accounting loan discounts(1)

   120,160   127,210   177,389 
  

 

 

  

 

 

  

 

 

 

Average interest-earning assets(non-GAAP)

  $10,399,102  $8,731,501  $7,474,146 
  

 

 

  

 

 

  

 

 

 

Net interest margin (reported)

   4.51  4.81  4.98

Net interest margin(non-GAAP)

   4.12   4.26   4.23 

(1)Balance includes $146.6 million, $100.1 million and $149.4 million of discount for credit losses on purchased loans as of December 31, 2017, 2016 and 2015, respectively.

In tables 27 through 32 below, we have providednon-GAAP reconciliations of earnings, excludingnon-fundamental itemsas adjusted, and diluted earnings per share, excludingnon-fundamental itemsas adjusted, as well as thenon-GAAP computations of tangible book value per share,share; return on average assets, excluding intangible amortization,amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible equity excluding intangible amortization,amortization; return on average tangible equity, as adjusted; tangible equity to tangible assetsassets; and the core efficiency ratio.ratio, as adjusted. Thenon-fundamental items used in these calculations are included in financial results presented in accordance with generally accepted accounting principles (“GAAP”).

GAAP.

Earnings, excludingnon-fundamental items is aas adjusted, and diluted earnings per common share, as adjusted, are meaningfulnon-GAAP financial measuremeasures for management, as it excludesnon-fundamentalthey exclude certain items such as merger expenses and/or certain gains and losses. Management believes the exclusion of thesenon-fundamental items in expressing earnings provides a meaningful foundation forperiod-to-period andcompany-to-company comparisons, which management believes will aid both investors and analysts in analyzing our fundamental financial measures and predicting future performance. Thesenon-GAAP financial measures are also used by management to assess the performance of our business, because management does not consider thesenon-fundamental items to be relevant to ongoing financial performance.


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In Table 2724 below, we have provided a reconciliation of thenon-GAAP calculation of the financial measure for the periods indicated.

Table 27:24: Earnings, ExcludingNon-Fundamental Items

   2017  2016  2015 
   (In thousands, except per share data) 

GAAP net income available to common shareholders (A)

  $135,083  $177,146  $138,199 

Non-fundamental items:

    

Gain on acquisitions

   (3,807  —     (1,635

Merger expenses

   25,743   433   4,800 

FDIC loss sharebuy-out

   —     3,849   —   

Reduced provision for loan losses as a result of a significant loan recovery

   —     (4,457  —   

Hurricane expenses(1)

   33,445   —     —   

Effect of tax rate change

   36,935   —     —   
  

 

 

  

 

 

  

 

 

 

Totalnon-fundamental items

   92,316   (175  3,165 

Tax-effect ofnon-fundamental items(2)

   22,626   (69  1,241 
  

 

 

  

 

 

  

 

 

 

Non-fundamental itemsafter-tax (B)

   69,690   (106  1,924 
  

 

 

  

 

 

  

 

 

 

Earnings excludingnon-fundamental items (C)

  $204,773  $177,040  $140,123 
  

 

 

  

 

 

  

 

 

 

Average diluted shares outstanding (D)

   151,528   140,713   137,130 

GAAP diluted earnings per share: A/D

  $0.89  $1.26  $1.01 

Non-fundamental itemsafter-tax: B/D

   0.46   —     0.01 
  

 

 

  

 

 

  

 

 

 

Diluted earnings per common share excludingnon-fundamental items: C/D

  $1.35  $1.26  $1.02 
  

 

 

  

 

 

  

 

 

 

(1)Hurricane expenses includes $32,889 of provision for loan losses and $556 of damage expense related to Hurricane Irma.
(2)Effective tax rate of 39.225%, adjusted fornon-taxable gain on acquisition andnon-deductible merger-related costs.

As Adjusted

Years Ended December 31,
202320222021
(In thousands, except per share data)
GAAP net income available to common shareholders (A)$392,929 $305,262 $319,021 
Adjustments:
FDIC special assessment12,983 — — 
BOLI death benefit(3,117)— — 
Fair value adjustment for marketable securities1,094 1,272 (7,178)
Initial provision for credit losses - acquisition— 58,585 — 
Gain on securities— — (219)
Recoveries on historic losses(3,461)(6,706)(5,107)
Branch write-off expense— — — 
Special dividend from equity investment— (1,434)(12,500)
Merger expenses— 49,594 1,886 
Hurricane expenses— 176 — 
TRUPS redemption fees— 2,081 — 
Special lawsuit settlement, net of expense— (10,000)— 
Total adjustments7,499 93,568 (23,118)
Tax-effect of adjustments(1)
1,959 22,890 (6,225)
Total adjustments after tax (B)5,540 70,678 (16,893)
Earnings, as adjusted (C)$398,469 $375,940 $302,128 
Average diluted shares outstanding (D)202,773 195,019 164,858 
GAAP diluted earnings per share: A/D$1.94 $1.57 $1.94 
Adjustments after-tax: B/D0.03 0.36 (0.11)
Diluted earnings per common share excluding adjustments: C/D$1.97 $1.93 $1.83 
_____________________
(1) Blended statutory tax rate of 24.989% for 2023, 24.6735% for 2022 and 25.740% for 2021.
We had $977.3 million, $396.3 million,$1.45 billion, $1.46 billion and $399.4$998.1 million total goodwill, core deposit intangibles and other intangible assets as of December 31, 2017, 20162023, 2022 and 2015,2021, respectively. Because of our level of intangible assets and related amortization expenses, management believes diluted earnings per common share excluding intangible amortization, tangible book value per common share,share; return on average assets, excluding intangible amortization,amortization; return on average assets, as adjusted; return on average common equity, as adjusted; return on average tangible common equity excluding intangible amortizationamortization; return on average tangible equity, as adjusted and tangible common equity to tangible assets are useful in evaluating our company.Company. These calculations, which are similar to the GAAP calculation of diluted earnings per common share, book value, return on average assets, return on average common equity, and common equity to assets, are presented in Tables 25 through 28, through 31, respectively.

Table 28:25: Tangible Book Value Per Share

   Years Ended December 31, 
   2017   2016   2015 
   (In thousands, except per share data) 

Book value per share: A/B

  $12.70   $9.45   $8.55 

Tangible book value per share:(A-C-D)/B

   7.07    6.63    5.71 

(A)  Total equity

  $2,204,291   $1,327,490   $1,199,757 

(B)  Shares outstanding

   173,633    140,472    140,241 

(C)  Goodwill

  $927,949   $377,983   $377,983 

(D)  Core deposit and other intangibles

   49,351    18,311    21,443 

Years Ended December 31,
20232022
(In thousands, except per share data)
Book value per share: A/B$18.81 $17.33 
Tangible book value per share: (A-C-D)/B11.63 10.17 
(A) Total equity$3,791,075 $3,526,362 
(B) Shares outstanding201,526 203,434 
(C) Goodwill1,398,253 1,398,253 
(D) Core deposit intangible48,770 58,455 
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Table 26: Return on Average Assets Excluding Intangible Amortization

   Years Ended December 31, 
   2017  2016  2015 
   (Dollars in thousands) 

Return on average assets: A/D

   1.17  1.85  1.68

Return on average assets excluding intangible amortization:B/(D-E)

   1.26   1.95   1.79 

Return on average assets excluding gain on acquisitions, merger expenses, FDIC loss sharebuy-out expense, reduced provision for loan losses as a result of a significant loan recovery, hurricane expenses & effect of tax rate change: (A+C)/D

   1.78   1.85   1.71 

(A)  Net income

  $135,083  $177,146  $138,199 

Intangible amortizationafter-tax

   2,557   1,903   2,479 
  

 

 

  

 

 

  

 

 

 

(B)  Earnings excluding intangible amortization

  $137,640  $179,049  $140,678 
  

 

 

  

 

 

  

 

 

 

(C)  Non-fundamental itemsafter-tax

  $69,690  $(106 $1,924 

(D)  Average assets

   11,499,105   9,568,853   8,210,982 

(E)  Average goodwill, core deposits and other intangible assets

   576,258   397,809   356,385 

Years Ended December 31,
202320222021
(Dollars in thousands)
Return on average assets: A/D1.77 %1.35 %1.83 %
Return on average assets excluding intangible amortization: (A+B)/(D-E)1.93 1.47 1.96 
Return on average assets, as adjusted: (A+C)/D1.79 1.67 1.73 
(A) Net income$392,929 $305,262 $319,021 
(B) Intangible amortization after-tax7,288 6,624 4,220 
(C) Adjustments after-tax5,540 70,678 (16,893)
(D) Average assets22,217,910 22,553,340 17,458,985 
(E) Average goodwill, core deposits and other intangible assets1,451,705 1,335,216 1,000,872 
Table 30:27: Return on Average Tangible Equity Excluding Intangible Amortization

   Years Ended December 31, 
   2017  2016  2015 
   (Dollars in thousands) 

Return on average equity: A/C

   8.23  14.08  12.77

Return on average tangible equity excluding intangible amortization:B/(D-E)

   12.92   20.82   19.37 

Return on average equity excluding gain on acquisitions, merger expenses, FDIC loss sharebuy-out expense, reduced provision for loan losses as a result of a significant loan recovery, hurricane expenses & effect of tax rate change: (A+C)/D

   12.48   14.07   12.94 

(A)  Net income

  $135,083  $177,146  $138,199 

(B)  Earnings excluding intangible amortization

   137,640   179,049   140,678 

(C)  Non-fundamental itemsafter-tax

   69,690   (106  1,924 

(D)  Average equity

   1,641,278   1,257,926   1,082,585 

(E)  Average goodwill, core deposits and other intangible assets

   576,258   397,809   356,385 

Years Ended December 31,
202320222021
(Dollars in thousands)
Return on average equity: A/D10.82 %9.17 %11.89 %
Return on average common equity, as adjusted: (A+C)/D10.97 11.29 11.26 
Return on average tangible equity excluding intangible amortization: B/(D-E)18.36 15.63 19.20 
Return on average tangible common equity, as adjusted: (A+C)/(D-E)18.28 18.84 17.95 
(A) Net income$392,929 $305,262 $319,021 
(B) Earnings excluding intangible amortization400,217 311,886 323,241 
(C) Adjustments after-tax5,540 70,678 (16,893)
(D) Average equity3,631,300 3,330,718 2,684,139 
(E) Average goodwill, core deposits and other intangible assets1,451,705 1,335,216 1,000,872 
Table 31:28: Tangible Equity to Tangible Assets

   Years Ended December 31, 
   2017  2016  2015 
   (Dollars in thousands) 

Equity to assets: B/A

   15.25  13.53  12.92

Tangible equity to tangible assets:(B-C-D)/(A-C-D)

   9.11   9.89   9.00 

(A)  Total assets

  $14,449,760  $9,808,465  $9,289,122 

(B)  Total equity

   2,204,291   1,327,490   1,199,757 

(C)  Goodwill

   927,949   377,983   377,983 

(D)  Core deposit and other intangibles

   49,351   18,311   21,443 

Years Ended December 31,
20232022
(Dollars in thousands)
Equity to assets: B/A16.73 %15.41 %
Tangible equity to tangible assets: (B-C-D)/(A-C-D)11.05 9.66 
(A) Total assets$22,656,658 $22,883,588 
(B) Total equity3,791,075 3,526,362 
(C) Goodwill1,398,253 1,398,253 
(D) Core deposit intangible48,770 58,455 

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The efficiency ratio is a standard measure used in the banking industry and is calculated by dividingnon-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis andnon-interest income. The core efficiency ratio, as adjusted, is a meaningfulnon-GAAP measure for management, as it excludesnon-core certain items and is calculated by dividingnon-interest expense less amortization of core deposit intangibles by the sum of net interest income on a tax equivalent basis andnon-interest income excludingnon-core items such as merger expenses and/or certain other gains and losses. In Table 3229 below, we have provided a reconciliation of thenon-GAAP calculation of the financial measure for the periods indicated.

Table 32: Core29: Efficiency Ratio,

   Years Ended December 31, 
   2017  2016  2015 
   (Dollars in thousands) 

Net interest income (A)

  $455,905  $405,958  $355,712 

Non-interest income (B)

   99,636   87,051   65,498 

Non-interest expense (C)

   240,208   191,755   177,555 

FTE Adjustment (D)

   7,856   7,924   7,710 

Amortization of intangibles (E)

   4,207   3,132   4,079 

Non-core items:

    

Non-interest income:

    

Gain on acquisitions

  $3,807  $—    $1,635 

Gain (loss) on OREO, net

   1,025   (554  (317

Gain (loss) on SBA loans

   738   1,088   541 

Gain (loss) on branches, equipment and other assets, net

   (960  700   (214

Gain (loss) on securities, net

   2,132   669   4 

Other income(1)

   —     925   —   
  

 

 

  

 

 

  

 

 

 

Totalnon-corenon-interest income (F)

  $6,742  $2,828  $1,649 
  

 

 

  

 

 

  

 

 

 

Non-interest expense:

    

Merger expenses

  $25,743  $433  $4,800 

FDIC loss sharebuy-out

   —     3,849   —   

Hurricane damage expense

   556   —     —   

Other expense(2)

   47   2,283   —   
  

 

 

  

 

 

  

 

 

 

Totalnon-corenon-interest expense (G)

  $26,346  $6,565  $4,800 
  

 

 

  

 

 

  

 

 

 

Efficiency ratio (reported):((C-E)/(A+B+D))

   41.89  37.65  40.44

Core efficiency ratio(non-GAAP):((C-E-G)/(A+B+D-F))

   37.66   36.55   39.48 

(1)Amount includes recoveries on historical losses.
(2)Amount includes vacant properties write-downs.

As Adjusted

Years Ended December 31,
202320222021
(Dollars in thousands)
Net interest income (A)$826,945 $758,676 $572,971 
Non-interest income (B)169,934 175,111 137,569 
Non-interest expense (C)472,863 475,627 298,517 
FTE Adjustment (D)5,506 8,663 7,079 
Amortization of intangibles (E)9,685 8,853 5,683 
Adjustments:
Non-interest income:
Fair value adjustment for marketable securities$(1,094)$(1,272)$7,178 
Special dividend from equity investment— 1,434 12,500 
Gain on OREO, net332 500 2,003 
Gain (loss) on branches, equipment and other assets, net1,507 15 (105)
Gain on securities, net— — 219 
BOLI death benefits3,117 — — 
Special lawsuit settlement— 15,000 — 
Recoveries on historic losses3,461 6,706 5,107 
Total non-interest income adjustments (F)$7,323 $22,383 $26,902 
Non-interest expense:
FDIC special assessment$12,983 $— $— 
TRUPS redemption fees— 2,081 — 
Merger expenses— 49,594 1,886 
Hurricane expense— 176 — 
Special lawsuit legal expense— 5,000 — 
Total non-core non-interest expense (G)$12,983 $56,851 $1,886 
Efficiency ratio (reported): ((C-E)/(A+B+D))46.21 %49.53 %40.81 %
Efficiency ratio, as adjusted (non-GAAP): ((C-E-G)/(A+B+D-F))45.24 44.55 42.12 
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Table 33of Contents
Table 30 presents selected unaudited quarterly financial information for 20172023 and 2016.

2022.

Table 33:30: Quarterly Results

   2017 Quarters 
   First   Second   Third   Fourth   Total 
   (In thousands, except per share data) 

Income statement data:

          

Total interest income

  $114,494   $122,863   $123,913   $158,981   $520,251 

Total interest expense

   9,679    15,511    17,144    22,012    64,346 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

   104,815    107,352    106,769    136,969    455,905 

Provision for loan losses

   3,914    387    35,023    4,926    44,250 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

   100,901    106,965    71,746    132,043    411,655 

Totalnon-interest income

   26,470    24,417    21,457    27,292    99,636 

Totalnon-interest expense

   55,141    51,003    70,846    63,218    240,208 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

   72,230    80,379    22,357    96,117    271,083 

Income tax expense

   25,374    30,282    7,536    72,808    136,000 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $46,856   $50,097   $14,821   $23,309   $135,083 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Per share data:

          

Basic earnings per common share

  $0.33   $0.35   $0.10   $0.13   $0.90 

Diluted earnings per common share

   0.33    0.35    0.10    0.13    0.89 

   2016 Quarters 
   First   Second   Third   Fourth   Total 
   (In thousands, except per share data) 

Income statement data:

          

Total interest income

  $105,284   $108,490   $111,375   $111,388   $436,537 

Total interest expense

   7,227    7,449    7,722    8,181    30,579 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income

   98,057    101,041    103,653    103,207    405,958 

Provision for loan losses

   5,677    5,692    5,536    1,703    18,608 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net interest income after provision for loan losses

   92,380    95,349    98,117    101,504    387,350 

Totalnon-interest income

   19,437    21,772    22,014    23,828    87,051 

Totalnon-interest expense

   45,648    47,587    51,026    47,494    191,755 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

   66,169    69,534    69,105    77,838    282,646 

Income tax expense

   24,742    26,025    25,485    29,248    105,500 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $41,427   $43,509   $43,620   $48,590   $177,146 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Per share data:

          

Basic earnings per common share

  $0.30   $0.31   $0.31   $0.35   $1.26 

Diluted earnings per common share

   0.29    0.31    0.31    0.35    1.26 

2023 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$284,939 $289,632 $294,262 $306,220 $1,175,053 
Total interest expense70,344 81,989 92,325 103,450 $348,108 
Net interest income214,595 207,643 201,937 202,770 826,945 
Provision for credit losses1,200 3,983 1,300 5,650 12,133 
Net interest income after provision for credit losses213,395 203,660 200,637 197,120 814,812 
Total non-interest income34,164 49,509 43,413 42,848 169,934 
Total non-interest expense114,644 116,282 114,762 127,175 472,863 
Income before income taxes132,915 136,887 129,288 112,793 511,883 
Income tax expense29,953 31,616 30,835 26,550 118,954 
Net income$102,962 $105,271 $98,453 $86,243 $392,929 
Per share data:
Basic earnings per common share$0.51 $0.52 $0.49 $0.43 $1.94 
Diluted earnings per common share0.51 0.52 0.49 0.43 1.94 
2022 Quarters
FirstSecondThirdFourthTotal
(In thousands, except per share data)
Income statement data:
Total interest income$144,903 $217,013 $242,955 $272,895 $877,766 
Total interest expense13,755 18,255 29,851 57,229 119,090 
Net interest income131,148 198,758 213,104 215,666 758,676 
Provision for credit losses— 58,585 — 5,000 63,585 
Net interest income after provision for credit losses131,148 140,173 213,104 210,666 695,091 
Total non-interest income30,669 44,581 43,201 56,660 175,111 
Total non-interest expense76,896 165,482 114,346 118,903 475,627 
Income before income taxes84,921 19,272 141,959 148,423 394,575 
Income tax expense20,029 3,294 33,254 32,736 89,313 
Net income$64,892 $15,978 $108,705 $115,687 $305,262 
Per share data:
Basic earnings per common share$0.40 $0.08 $0.53 $0.57 $1.57 
Diluted earnings per common share0.40 0.08 0.53 0.57 1.57 
Recent Accounting Pronouncements

See Note 2524 to the Notes to Consolidated Financial Statements for a discussion of certain recent accounting pronouncements.
88

Table of Contents

Item 7A.QUANTITATIVE7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Liquidity and Market Risk Management

Liquidity Management. Liquidity refers to the ability or the financial flexibility to manage future cash flows to meet the needs of depositors and borrowers and fund operations. Maintaining appropriate levels of liquidity allows us to have sufficient funds available for reserve requirements, customer demand for loans, withdrawal of deposit balances and maturities of deposits and other liabilities. Our primary source of liquidity at our holding company is dividends paid by our bank subsidiary. Applicable statutes and regulations impose restrictions on the amount of dividends that may be declared by our bank subsidiary. Further, any dividend payments are subject to the continuing ability of the bank subsidiary to maintain compliance with minimum federal regulatory capital requirements and to retain its characterization under federal regulations as a “well-capitalized” institution.

Our bank subsidiary has potential obligations resulting from the issuance of standby letters of credit and commitments to fund future borrowings to our loan customers. Many of these obligations and commitments to fund future borrowings to our loan customers are expected to expire without being drawn upon; therefore, the total commitment amounts do not necessarily represent future cash requirements affecting our liquidity position.

Liquidity needs can be met from either assets or liabilities. On the asset side, our primary sources of liquidity include cash and due from banks, federal funds sold,available-for-sale investment securities and scheduled repayments and maturities of loans. We maintain adequate levels of cash and cash equivalents to meet ourday-to-day needs. As of December 31, 2017, our cash and cash equivalents were $635.9 million, or 4.4% of total assets, compared to $216.6 million, or 2.2% of total assets, as of December 31, 2016. Ouravailable-for-sale investment securities and federal funds sold were $1.69 billion and $1.07 billion as of December 31, 2017 and 2016, respectively.

As of December 31, 2017, our investment portfolio was comprised of approximately 76.6% or $1.45 billion of securities which mature in less than five years. As of December 31, 2017 and 2016, $1.18 billion and $1.07 billion, respectively, of securities were pledged as collateral for various public fund deposits and securities sold under agreements to repurchase.

On the liability side, our principal sources of liquidity are deposits, borrowed funds, and access to capital markets. Customer deposits are our largest sources of funds. As of December 31, 2017, our total deposits were $10.39 billion, or 71.9% of total assets, compared to $6.94 billion, or 70.8% of total assets, as of December 31, 2016. We attract our deposits primarily from individuals, business, and municipalities located in our market areas.

In the event that additional short-term liquidity is needed to temporarily satisfy our liquidity needs, we have established and currently maintain lines of credit with the Federal Reserve Bank (“Federal Reserve”) and Bankers’ Bank to provide short-term borrowings in the form of federal funds purchases. In addition, we maintain lines of credit with two other financial institutions.

As of December 31, 2017 and 2016, we could have borrowed up to $106.4 million and $104.6 million, respectively, on a secured basis from the Federal Reserve, up to $50.0 million from Bankers’ Bank on an unsecured basis, and up to $45.0 million in the aggregate from other financial institutions on an unsecured basis. The unsecured lines may be terminated by the respective institutions at any time.

The lines of credit we maintain with the FHLB can provide us with both short-term and long-term forms of liquidity on a secured basis. FHLB borrowed funds were $1.30 billion and $1.31 billion at December 31, 2017 and 2016, respectively. At December 31, 2017, $525.0 million and $774.2 million of the outstanding balance were issued as short-term and long-term advances, respectively. At December 31, 2016, $40.0 million and $1.27 billion of the outstanding balance were issued as short-term and long-term advances, respectively. Our FHLB borrowing capacity was $1.96 billion and $718.2 million as of December 31, 2017 and 2016, respectively.

On April 3, 2017, the Company completed an underwritten public offering of $300 million in aggregate principal amount of its Notes which were issued at 99.997% of par, resulting in net proceeds, after underwriting discounts and issuance costs, of approximately $297.0 million. The Notes are unsecured, subordinated debt obligations of the Company and will mature on April 15, 2027. The Notes qualify as Tier 2 capital for regulatory purposes.

For purposes of determining our liquidity position, we use the primary liquidity ratio; a measure of liquidity calculated as the excess Federal Reserve Bank balances plus federal funds sold plus unpledged securities divided by total liabilities. We also use the alternative liquidity ratio which is calculated as cash and due from banks plus federal funds sold plus unpledged securities divided by total liabilities. Our primary liquidity ratio and alternative liquidity ratio were 8.64% and 11.19%, respectively, as of December 31, 2017. Management believes our current liquidity position is adequate to meet foreseeable liquidity requirements.

We believe that we have sufficient liquidity to satisfy our current operations.

Market Risk Management. Our primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on a large portion of our assets and liabilities, and the market value of all interest-earning assets and interest-bearing liabilities, other than those which possess a short term to maturity. We do not hold market risk sensitive instruments for trading purposes.

Asset/Liability Management. Our management actively measures and manages interest rate risk. The asset/liability committees of the boards of directors of our holding company and bank subsidiary are also responsible for approving our asset/liability management policies, overseeing the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviewing our interest rate sensitivity position.

Our objective is to manage liquidity in a way that ensures cash flow requirements of depositors and borrowers are met in a timely and orderly fashion while ensuring the reliance on various funding sources does not become so heavily weighted to any one source that it causes undue risk to the bank. Our liquidity sources are prioritized based on availability and ease of activation. Our current liquidity condition is a primary driver in determining our funding needs and is a key component of our asset liability management.
Various sources of liquidity are available to meet the cash flow needs of depositors and borrowers. Our principal source of funds is core deposits, including checking, savings, money market accounts and certificates of deposit. We may also from time to time obtain wholesale funding through brokered deposits. Secondary sources of funding include advances from the Federal Home Loan Bank of Dallas, the Federal Reserve Bank Discount Window and other borrowings, such as through correspondent banking relationships. These secondary sources enable us to borrow funds at rates and terms which, at times, are more beneficial to us. Additionally, as needed, we can liquidate or utilize our available for sale investment portfolio as collateral to provide funds for an intermediate source of liquidity.
Interest Rate Sensitivity. Our primary business is banking and the resulting earnings, primarily net interest income, are susceptible to changes in market interest rates. It is management’s goal to maximize net interest income within acceptable levels of interest rate and liquidity risks.
A key element in the financial performance of financial institutions is the level and type of interest rate risk assumed. The single most significant measure of interest rate risk is the relationship of the repricing periods of earning assets and interest-bearing liabilities. The more closely the repricing periods are correlated, the less interest rate risk we assume. We use net interest income simulation modeling and economic value of equity as the primary methods in analyzing and managing interest rate risk.
One of the tools that our management uses to measure short-term interest rate risk is a net interest income simulation model. This analysis calculates the difference between net interest income forecasted using base market rates and using a rising and a falling interest rate scenario. The income simulation model includes various assumptions regarding there-pricing relationships for each of our products. Many of our assets are floating rate loans, which are assumed tore-price immediately, and proportional to the change in market rates, depending on their contracted index. Some loans and investments include the opportunity of prepayment (embedded options), and accordingly, the simulation model uses indexes to estimate these prepayments and reinvest their proceeds at current yields. Ournon-term deposit productsre-price overnight in the model while we project certain other deposits by product type to have stable balances based on our deposit history. This accounts for the portion of our portfolio that moves more slowly usually changing less than the change in market rates and changes at our discretion.

This analysis indicates the impact of changes in net interest income for the given set of rate changes and assumptions. It assumes the balance sheet remains static and that its structure does not change over the course of the year. It does not account for all factors that impact this analysis, including changes by management to mitigate the impact of interest rate changes or secondary impacts such as changes to our credit risk profile as interest rates change.

Furthermore, loan prepayment rate estimates and spread relationships change regularly. Interest rate changes create changes in actual loan prepayment rates that will differ from the market estimates incorporated in this analysis. Changes that vary significantly from the assumptions may have significant effects on our net interest income.

For the rising and falling interest rate scenarios, the base market interest rate forecast was increased and decreased over twelve months by 200 and 100 basis points, respectively. At December 31, 2017,2023, our net interest margin exposure related to these hypothetical changes in market interest rates was within the current guidelines established by us.




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Table 34of Contents
Table 31 presents our sensitivity to net interest income as of December 31, 2017.

2023.

Table 34:31: Sensitivity of Net Interest Income

Interest Rate Scenario

Percentage
Change
from Base

Up 200 basis points

9.61 14.29%

Up 100 basis points

4.93 6.92

Down 100 basis points

(5.70)(8.35

Down 200 basis points

(11.82)(14.32

Interest Rate Sensitivity. Our primary business is banking and the resulting earnings, primarily net interest income, are susceptible to changes in market interest rates. It is management’s goal to maximize net interest income within acceptable levels of interest rate and liquidity risks.

A key element in the financial performance of financial institutions is the level and type of interest rate risk assumed. The single most significant measure of interest rate risk is the relationship of the repricing periods of earning assets and interest-bearing liabilities. The more closely the repricing periods are correlated, the less interest rate risk we assume. We use repricing gap and simulation modeling as the primary methods in analyzing and managing interest rate risk.

Gap analysis attempts to capture the amounts and timing of balances exposed to changes in interest rates at a given point in time. As of December 31, 2017, our gap position was asset sensitive with aone-year cumulative repricing gap as a percentage of total earning assets of 9.1%.

During this period, the amount of change our asset base realizes in relation to the total change in market interest rates is higher than that of the liability base. As a result, our net interest income will have a positive effect in an environment of modestly rising rates.

We have a portion of our securities portfolio invested in mortgage-backed securities. Mortgage-backed securities are included based on their final maturity date. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

Table 35 presents a summary of the repricing schedule of our interest-earning assets and interest-bearing liabilities (gap) as of December 31, 2017.

Table 35: Interest Rate Sensitivity

   Interest Rate Sensitivity Period 
   0-30
Days
  31-90
Days
  91-180
Days
  181-365
Days
  1-2
Years
  2-5
Years
  Over 5
Years
  Total 
   (Dollars in thousands) 

Earning assets

         

Interest-bearing deposits due from banks

  $469,018  $—    $—    $—    $—    $—    $—    $469,018 

Federal funds sold

   24,109   —     —     —     —     —     —     24,109 

Investment securities

   282,442   85,037   67,306   158,681   211,180   431,505   652,122   1,888,273 

Loans receivable

   4,162,419   533,191   634,365   1,144,891   1,363,462   2,131,253   361,607   10,331,188 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total earning assets

   4,937,988   618,228   701,671   1,303,572   1,574,642   2,562,758   1,013,729   12,712,588 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Interest-bearing liabilities

         

Savings and interest-bearing transaction accounts

  $1,109,280  $546,748  $820,123  $1,640,245  $811,588  $580,421  $968,414  $6,476,819 

Time deposits

   176,901   194,764   339,928   355,143   337,453   120,263   1,979   1,526,431 

Securities sold under repurchase agreements

   147,789   —     —     —     —     —     —     147,789 

FHLB borrowed funds

   655,022   204,026   15,030   135,252   143,067   146,791   —     1,299,188 

Subordinated debentures

   70,698   —     —     —     —     297,333   —     368,031 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total interest-bearing liabilities

   2,159,690   945,538   1,175,081   2,130,640   1,292,108   1,144,808   970,393   9,818,258 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Interest rate sensitivity gap

  $2,778,298  $(327,310 $(473,410 $(827,068 $282,534  $1,417,950  $43,336  $2,894,330 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cumulative interest rate sensitivity gap

  $2,778,298  $2,450,988  $1,977,578  $1,150,510  $1,433,044  $2,850,994  $2,894,330  

Cumulative rate sensitive assets to rate sensitive liabilities

   228.6  178.9  146.2  117.9  118.6  132.2  129.5 

Cumulative gap as a % of total earning assets

   21.9  19.3  15.6  9.1  11.3  22.4  22.8 

Item 8.CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Management’s Report on Internal Control Over Financial Reporting

The management of Home BancShares, Inc. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in RuleRules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of the Company’s consolidated financial statements for external purposes in accordance with accounting principles generally acceptedU.S. GAAP. The Company's internal control over financial reporting includes those policies and procedures that:
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the United Statestransactions and dispositions of America.

the assets of the Company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of the consolidated financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the consolidated financial statements.
Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Accordingly, even those systems determinedAlso, projections of any evaluation of effectiveness to be effective can provide only reasonable assurancefuture periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with respect to financial statement preparationthe policies or procedures may deteriorate.
Under the supervision and presentation.

Management assessedwith the participation of management, the Company conducted an assessment of the effectiveness of the Company’sCompany's internal control over financial reporting as of December 31, 2017.2023. In making this assessment, management used the criteria set forth inInternal Control – Integrated Framework(2013 edition) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). As permitted by SEC guidance, management excluded from its assessment the operations of the Stonegate acquisition made during 2017, which is described in Note 2 of the Consolidated Financial Statements. The total assets of the entity acquired in this acquisition represented approximately 20.7% of the Company’s total consolidated assets as of December 31, 2017. Based on thismanagement's assessment and those criteria, management has determinedbelieves that the Company’sCompany maintained effective internal control over financial reporting as of December 31, 2017 is effective based on the specified criteria.

BKD,2023.

FORVIS, LLP, Little Rock, Arkansas, (U.S. PCAOB Auditor Firm I.D.:686), the independent registered public accounting firm that audited the consolidated financial statements of the Company included in this Annual Report on Form10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.2023. The report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017,2023, is included herein.

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Table of Contents
Report of Independent Registered Public Accounting Firm

Audit Committee,

To the Stockholders, Board of Directors and Stockholders

Audit Committee

Home BancShares, Inc.

Conway, Arkansas

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Home BancShares, Inc. (the Company)“Company”) as of December 31, 20172023 and 2016, and2022, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017,2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172023 and 2016,2022, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017,2023, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of December 31, 2017,2023, based on criteria established inInternal Control – Integrated Framework(2013 edition) (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 27, 2018,26, 2024, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

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Table of Contents
Allowance for Credit Losses
As discussed in Notes 1 and 5 to the financial statements, the Company’s loan portfolio and the associated allowance for credit losses (“ACL”) were $14.4 billion and $288.2 million as of December 31, 2023, respectively. The Company estimates the ACL based on internal and external information relating to past events, current conditions, and reasonable and supportable forecasts. The Company uses the discounted cash flow method to estimate expected losses for all of the Company’s loan segments that exhibit similar risk characteristics and loans that do not share risk characteristics are evaluated on an individual basis. For each loan segment, the Company generates cash flow projections at the instrument level adjusting payment expectations for estimated prepayment speed, curtailments, time to recovery, probability of default and loss given default. Additional qualitative adjustments are applied for risk factors that are not considered within the modeling process but are relevant in assessing the expected credit losses within the loan segments. Consideration is given to the following factors: changes in lending policies, procedures and strategies; changes in nature and volume of the portfolio; staff experience; changes in volume and trends in classified loans, delinquencies and nonaccruals; concentration risk; trends in underlying collateral values; external factors such as competition, legal and regulatory environment; changes in the quality of the loan review system; and economic conditions.
Auditing management’s estimate of the allowances for loan credit losses, and more specifically the qualitative factor adjustments applied in the ACL, is a critical audit matter. The principal consideration for our determination of the critical audit matter is a high degree of subjectivity of the assumptions utilized in calculating the qualitative reserve component within the model. Furthermore, certain inputs and assumptions lack observable data and, therefore, applying audit procedures required a higher degree of auditor judgement and subjectivity due to the nature and extent of audit evidence and effort required to address this matter.
The primary audit procedures we performed to address this critical audit matter included:
Obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the reliability and accuracy of data used to calculate and estimate the various components of the ACL including:
Loan data completeness and accuracy,
Grouping of loans by segment,
Model inputs utilized,
Approval of model assumptions selected, and
Qualitative factors have been appropriately identified, are adequately supported, and accurately applied.
Evaluated and tested the data and inputs utilized within the ACL calculation for completeness and accuracy including mathematical accuracy of the calculation.
Evaluated the qualitative factors for appropriate identification and application including reasonableness of the basis for adjustment.
Analyzed the total qualitative factor adjustment applied to each loan segment, in comparison to changes in the Company’s quantitatively driven expected credit losses and loan segments and evaluated the appropriateness of the total qualitative factor adjustments applied in the overall allowance.
Utilized the assistance of the firm’s internal specialists to test the mathematical operation of the model.

/s/BKD,FORVIS, LLP


We have served as the Company’s auditor since 2005.

Little Rock, Arkansas

February 27, 2018

26, 2024


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Table of Contents
Report of Independent Registered Public Accounting Firm

Audit Committee,

To the Stockholders, Board of Directors and Stockholders

Audit Committee

Home BancShares, Inc.

Conway, Arkansas

Opinion on the Internal Control Over Financial Reporting

We have audited Home BancShares, Inc.’s (the Company)“Company”) internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control – Integrated Framework (2013 edition)Framework: (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2023, based on criteria established in Internal Control – Integrated Framework: (2013) issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of December 31, 2023 and 2022, and for each of the three years in the period ended December 31, 2023, and our report dated February 27, 2018,26, 2024, expressed an unqualified opinion thereon.

on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Overover Financial Reporting.Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definitions and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of reliable financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

As permitted, the Company excluded the operations of the acquisition of Stonegate Bank (Stonegate) acquired during 2017, which is described in Note 2 of the consolidated financial statements, from the scope of management’s report on internal control over financial reporting. As such, Stonegate has also been excluded from the scope of our audit of internal control over financial reporting.

/s/BKD,FORVIS, LLP

Little Rock, Arkansas

February 27, 2018

26, 2024

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Home BancShares, Inc.

Consolidated Balance Sheets

   December 31, 

(In thousands, except share data)

  2017  2016 
Assets   

Cash and due from banks

  $166,915  $123,758 

Interest-bearing deposits with other banks

   469,018   92,891 
  

 

 

  

 

 

 

Cash and cash equivalents

   635,933   216,649 

Federal funds sold

   24,109   1,550 

Investment securities –available-for-sale

   1,663,517   1,072,920 

Investment securities –held-to-maturity

   224,756   284,176 

Loans receivable

   10,331,188   7,387,699 

Allowance for loan losses

   (110,266  (80,002
  

 

 

  

 

 

 

Loans receivable, net

   10,220,922   7,307,697 

Bank premises and equipment, net

   237,439   205,301 

Foreclosed assets held for sale

   18,867   15,951 

Cash value of life insurance

   146,866   86,491 

Accrued interest receivable

   45,708   30,838 

Deferred tax asset, net

   76,564   61,298 

Goodwill

   927,949   377,983 

Core deposit and other intangibles

   49,351   18,311 

Other assets

   177,779   129,300 
  

 

 

  

 

 

 

Total assets

  $14,449,760  $9,808,465 
  

 

 

  

 

 

 
Liabilities and Stockholders’ Equity   

Deposits:

   

Demand andnon-interest-bearing

  $2,385,252  $1,695,184 

Savings and interest-bearing transaction accounts

   6,476,819   3,963,241 

Time deposits

   1,526,431   1,284,002 
  

 

 

  

 

 

 

Total deposits

   10,388,502   6,942,427 

Securities sold under agreements to repurchase

   147,789   121,290 

FHLB and other borrowed funds

   1,299,188   1,305,198 

Accrued interest payable and other liabilities

   41,959   51,234 

Subordinated debentures

   368,031   60,826 
  

 

 

  

 

 

 

Total liabilities

   12,245,469   8,480,975 
  

 

 

  

 

 

 

Stockholders’ equity:

   

Common stock, par value $0.01; shares authorized 200,000,000 in 2017 and 2016; shares issued and outstanding 173,632,983 in 2017 and 140,472,205 in 2016

   1,736   1,405 

Capital surplus

   1,675,318   869,737 

Retained earnings

   530,658   455,948 

Accumulated other comprehensive (loss) income

   (3,421  400 
  

 

 

  

 

 

 

Total stockholders’ equity

   2,204,291   1,327,490 
  

 

 

  

 

 

 

Total liabilities and stockholders’ equity

  $14,449,760  $9,808,465 
  

 

 

  

 

 

 

December 31,
(In thousands, except share data)20232022
Assets
Cash and due from banks$226,363 $263,893 
Interest-bearing deposits with other banks773,850 460,897 
Cash and cash equivalents1,000,213 724,790 
Federal funds sold5,100 — 
Investment securities — available-for-sale, net of allowance for credit losses of $2,525 and $842 at December 31, 2023 and December 31, 2022, respectively (amortized cost of $3,840,927 and $4,445,620 at December 31, 2023 and December 31, 2022, respectively)3,507,841 4,041,590 
Investment securities — held-to-maturity, net of allowance for credit losses of $2,005 at both December 31, 2023 and 20221,281,982 1,287,705 
Total investment securities4,789,823 5,329,295 
Loans receivable14,424,728 14,409,480 
Allowance for credit losses(288,234)(289,669)
Loans receivable, net14,136,494 14,119,811 
Bank premises and equipment, net393,300 405,073 
Foreclosed assets held for sale30,486 546 
Cash value of life insurance214,516 213,693 
Accrued interest receivable118,966 103,199 
Deferred tax asset, net197,164 209,321 
Goodwill1,398,253 1,398,253 
Core deposit intangible48,770 58,455 
Other assets323,573 321,152 
Total assets$22,656,658 $22,883,588 
Liabilities and Stockholders’ Equity
Deposits:
Demand and non-interest-bearing$4,085,501 $5,164,997 
Savings and interest-bearing transaction accounts11,050,347 11,730,552 
Time deposits1,651,863 1,043,234 
Total deposits16,787,711 17,938,783 
Securities sold under agreements to repurchase142,085 131,146 
FHLB and other borrowed funds1,301,300 650,000 
Accrued interest payable and other liabilities194,653 196,877 
Subordinated debentures439,834 440,420 
Total liabilities18,865,583 19,357,226 
Stockholders’ equity:
Common stock, par value $0.01; shares authorized 300,000,000 in 2023 and 2022; shares issued and outstanding 201,526,494 in 2023 and 203,433,690 in 20222,015 2,034 
Capital surplus2,348,023 2,386,699 
Retained earnings1,690,112 1,443,087 
Accumulated other comprehensive loss(249,075)(305,458)
Total stockholders’ equity3,791,075 3,526,362 
Total liabilities and stockholders’ equity$22,656,658 $22,883,588 
See accompanying notes.

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Table of Contents
Home BancShares, Inc.

Consolidated Statements of Income

   Year Ended December 31, 

(In thousands, except per share data)

  2017  2016  2015 

Interest income:

    

Loans

  $479,189  $403,394  $344,290 

Investment securities

    

Taxable

   26,776   21,246   21,695 

Tax-exempt

   11,967   11,417   11,194 

Deposits – other banks

   2,309   471   233 

Federal funds sold

   10   9   24 
  

 

 

  

 

 

  

 

 

 

Total interest income

   520,251   436,537   377,436 
  

 

 

  

 

 

  

 

 

 

Interest expense:

    

Interest on deposits

   33,777   15,926   12,971 

Federal funds purchased

   1   2   4 

FHLB and other borrowed funds

   14,513   12,484   6,774 

Securities sold under agreements to repurchase

   918   574   621 

Subordinated debentures

   15,137   1,593   1,354 
  

 

 

  

 

 

  

 

 

 

Total interest expense

   64,346   30,579   21,724 
  

 

 

  

 

 

  

 

 

 

Net interest income

   455,905   405,958   355,712 

Provision for loan losses

   44,250   18,608   25,164 
  

 

 

  

 

 

  

 

 

 

Net interest income after provision for loan losses

   411,655   387,350   330,548 
  

 

 

  

 

 

  

 

 

 

Non-interest income:

    

Service charges on deposit accounts

   24,922   25,049   24,252 

Other service charges and fees

   36,127   30,200   26,186 

Trust fees

   1,678   1,457   2,381 

Mortgage lending income

   13,286   14,399   10,423 

Insurance commissions

   1,948   2,296   2,268 

Increase in cash value of life insurance

   1,989   1,412   1,199 

Dividends from FHLB, FRB, Bankers’ bank & other

   3,485   3,091   1,698 

Gain on acquisitions

   3,807   —     1,635 

Gain on sale of SBA loans

   738   1,088   541 

Gain (loss) on sale of branches, equipment and other assets, net

   (960  700   (214

Gain (loss) on OREO, net

   1,025   (554  (317

Gain (loss) on securities, net

   2,132   669   4 

FDIC indemnification accretion/(amortization), net

   —     (772  (9,391

Other income

   9,459   8,016   4,833 
  

 

 

  

 

 

  

 

 

 

Totalnon-interest income

   99,636   87,051   65,498 
  

 

 

  

 

 

  

 

 

 

Non-interest expense:

    

Salaries and employee benefits

   119,369   101,962   87,512 

Occupancy and equipment

   30,611   26,129   25,967 

Data processing expense

   11,998   10,499   10,774 

Other operating expenses

   78,230   53,165   53,302 
  

 

 

  

 

 

  

 

 

 

Totalnon-interest expense

   240,208   191,755   177,555 
  

 

 

  

 

 

  

 

 

 

Income before income taxes

   271,083   282,646   218,491 

Income tax expense

   136,000   105,500   80,292 
  

 

 

  

 

 

  

 

 

 

Net income

  $135,083  $177,146  $138,199 
  

 

 

  

 

 

  

 

 

 

Basic earnings per common share

  $0.90  $1.26  $1.01 
  

 

 

  

 

 

  

 

 

 

Diluted earnings per common share

  $0.89  $1.26  $1.01 
  

 

 

  

 

 

  

 

 

 

Year Ended December 31,
(In thousands, except per share data)202320222021
Interest income:
Loans$989,616 $728,342 $571,960 
Investment securities
Taxable138,575 91,933 30,054 
Tax-exempt31,618 28,356 19,642 
Deposits – other banks15,023 29,110 3,515 
Federal funds sold221 25 — 
Total interest income1,175,053 877,766 625,171 
Interest expense:
Interest on deposits295,978 85,989 24,936 
Federal funds purchased— 
FHLB and other borrowed funds30,825 11,076 7,604 
Securities sold under agreements to repurchase4,813 1,430 497 
Subordinated debentures16,489 20,593 19,163 
Total interest expense348,108 119,090 52,200 
Net interest income826,945 758,676 572,971 
Provision for credit losses on loans11,950 50,170 — 
(Recovery of) provision for credit losses on unfunded commitments(1,500)11,410 (4,752)
Provision for credit losses on investment securities1,683 2,005 — 
Total credit loss expense12,133 63,585 (4,752)
Net interest income after provision for credit losses814,812 695,091 577,723 
Non-interest income:
Service charges on deposit accounts39,207 37,114 22,276 
Other service charges and fees44,188 44,588 36,451 
Trust fees17,892 12,855 1,960 
Mortgage lending income10,738 17,657 25,676 
Insurance commissions2,086 2,192 1,943 
Increase in cash value of life insurance4,655 3,800 2,049 
Dividends from FHLB, FRB, FNBB & other11,642 9,198 14,835 
Gain on sale of SBA loans278 183 2,380 
Gain (loss) on branches, equipment and other assets, net1,507 15 (105)
Gain on OREO, net332 500 2,003 
Gain on securities, net— — 219 
Fair value adjustment for marketable securities(1,094)(1,272)7,178 
Other income38,503 48,281 20,704 
Total non-interest income169,934 175,111 137,569 
Non-interest expense:
Salaries and employee benefits256,966 238,885 170,755 
Occupancy and equipment60,303 53,417 36,631 
Data processing expense36,329 34,942 24,280 
Merger and acquisition expenses— 49,594 1,886 
Other operating expenses119,265 98,789 64,965 
Total non-interest expense472,863 475,627 298,517 
Income before income taxes511,883 394,575 416,775 
Income tax expense118,954 89,313 97,754 
Net income$392,929 $305,262 $319,021 
Basic earnings per common share$1.94 $1.57 $1.94 
Diluted earnings per common share$1.94 $1.57 $1.94 
See accompanying notes.

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Home BancShares, Inc.

Consolidated Statements of Comprehensive Income

   Year Ended December 31, 

(In thousands)

  2017  2016  2015 

Net income available to all stockholders

  $135,083  $177,146  $138,199 

Net unrealized gain (loss) onavailable-for-sale securities

   (3,419  (5,546  (4,656

Less: reclassification adjustment for realized (gains) losses included in income

   (2,132  (669  (4

Effect of tax rate change on unrealized gain (loss) onavailable-for-sale securities

   (737  —     —   
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss), before tax effect

   (6,288  (6,215  (4,660

Tax effect on other comprehensive (loss) income

   2,467   2,438   1,828 
  

 

 

  

 

 

  

 

 

 

Other comprehensive income (loss)

   (3,821  (3,777  (2,832
  

 

 

  

 

 

  

 

 

 

Comprehensive income

  $131,262  $173,369  $135,367 
  

 

 

  

 

 

  

 

 

 

Year Ended December 31,
(In thousands)202320222021
Net income available to all stockholders$392,929 $305,262 $319,021 
Net unrealized gain (loss) on available-for-sale securities72,617 (417,349)(45,567)
Other comprehensive income (loss), before tax effect72,617 (417,349)(45,567)
Tax effect on other comprehensive (income) loss(16,234)101,429 11,909 
Other comprehensive income (loss)56,383 (315,920)(33,658)
Comprehensive income (loss)$449,312 $(10,658)$285,363 
See accompanying notes.
96

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Home BancShares, Inc.

Consolidated Statements of Stockholders’ Equity

Years Ended December 31, 2017, 20162023, 2022 and 2015

(In thousands, except share data)

  Common
Stock
  Capital
Surplus
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Total 

Balances at January 1, 2015

  $676  $781,328  $226,279  $7,009  $1,015,292 

Comprehensive income:

      

Net income

   —     —     138,199   —     138,199 

Other comprehensive income (loss)

   —     —     —     (2,832  (2,832

Net issuance of 409,072 shares of common stock from exercise of stock options

   2   387   —     —     389 

Issuance of 4,159,708 shares of common stock from acquisition of FBBI, net of issuance costs of approximately $60

   21   83,753   —     —     83,774 

Repurchase of 134,664 shares of common stock

   (1  (2,014  —     —     (2,015

Tax benefit from stock options exercised

   —     605   —     —     605 

Share-based compensation net issuance of 665,668 shares of restricted common stock

   3   3,922   —     —     3,925 

Cash dividends - Common Stock, $0.2750 per share

   —     —     (37,580  —     (37,580
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances at December 31, 2015

   701   867,981   326,898   4,177   1,199,757 

Comprehensive income:

      

Net income

   —     —     177,146   —     177,146 

Other comprehensive income (loss)

   —     —     —     (3,777  (3,777

Net issuance of 492,739 shares of common stock from exercise of stock options plus issuance of 10,000 bonus shares of unrestricted common stock

   3   1,492   —     —     1,495 

Issuance of common stock –2-for-1 stock split

   702   (702  —     —     —   

Repurchase of 510,608 shares of common stock

   (3  (9,814  —     —     (9,817

Tax benefit from stock options exercised

   —     4,154   —     —     4,154 

Share-based compensation net issuance of 243,734 shares of restricted common stock

   2   6,626   —     —     6,628 

Cash dividends – Common Stock, $0.3425 per share

   —     —     (48,096  —     (48,096
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances at December 31, 2016

   1,405   869,737   455,948   400   1,327,490 

Comprehensive income:

      

Net income

   —     —     135,083   —     135,083 

Other comprehensive income (loss)

   —     —     —     (3,821  (3,821

Net issuance of 185,116 shares of common stock from exercise of stock options

   2   1,080   —     —     1,082 

Issuance of 2,738,038 shares of common stock from acquisition of GHI, net of issuance costs of approximately $195

   27   77,290   —     —     77,317 

Issuance of 30,863,658 shares of common stock from acquisition of Stonegate, net of issuance costs of approximately $630

   309   741,324   —     —     741,633 

Repurchase of 857,800 shares of common stock

   (9  (20,816  —     —     (20,825

Share-based compensation net issuance of 231,766 shares of restricted common stock

   2   6,703   —     —     6,705 

Cash dividends – Common Stock, $0.4000 per share

   —     —     (60,373  —     (60,373
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balances at December 31, 2017

  $1,736  $1,675,318  $530,658  $(3,421 $2,204,291 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

2021

(In thousands, except share data)Common
Stock
Capital
Surplus
Retained
Earnings
Accumulated
Other
Comprehensive
Income
(Loss)
Total
Balances at January 1, 2021$1,651 $1,520,617 $1,039,370 $44,120 $2,605,758 
Comprehensive income:
Net income— — 319,021 — 319,021 
Other comprehensive loss— — — (33,658)(33,658)
Net issuance of 176,846 shares of common stock from exercise of stock options2,372 — — 2,374 
Repurchase of 1,753,000 shares of common stock(18)(44,462)— — (44,480)
Share-based compensation net issuance of 180,184 shares of restricted common stock8,846 — — 8,848 
Cash dividends – Common Stock, $0.56 per share— — (92,142)— (92,142)
Balances at December 31, 20211,637 1,487,373 1,266,249 10,462 2,765,721 
Comprehensive income:
Net income— — 305,262 — 305,262 
Other comprehensive loss— — — (315,920)(315,920)
Net issuance of 78,954 shares of common stock from exercise of stock options154 — — 156 
Issuance of 42,425,352 shares of common stock including approximately $2.5 million in certain stock award settlements and stock issuance costs - Happy Bancshares acquisition424 960,866 — — 961,290 
Repurchase of 3,098,531 shares of common stock(31)(70,825)— — (70,856)
Share-based compensation net issuance of 328,633 shares of restricted common stock9,131 — — 9,133 
Cash dividends – Common Stock, $0.66 per share— — (128,424)— (128,424)
Balances at December 31, 20222,034 2,386,699 1,443,087 (305,458)3,526,362 
Comprehensive income:
Net income— — 392,929 — 392,929 
Other comprehensive income— — — 56,383 56,383 
Net issuance of 118,653 shares of common stock from exercise of stock options801 — — 802 
Repurchase of 2,225,849 shares of common stock(22)(48,319)— — (48,341)
Share-based compensation net issuance of 200,000 shares of restricted common stock9,272 — — 9,274 
Excise tax expense from repurchase of common stock— (430)— — (430)
Cash dividends – Common Stock, $0.72 per share— — (145,904)— (145,904)
Balances at December 31, 2023$2,015 $2,348,023 $1,690,112 $(249,075)$3,791,075 
See accompanying notes.

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Home BancShares, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
(In thousands)202320222021
Operating Activities
Net income$392,929 $305,262 $319,021 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation & amortization30,929 31,856 19,481 
Decrease (increase) in value of equity securities1,094 1,272 (7,178)
Amortization of securities, net16,491 20,335 28,516 
Accretion of purchased loans(10,587)(16,341)(20,151)
Share-based compensation9,274 9,133 8,848 
Gain on assets(2,117)(698)(4,497)
Provision for credit losses - loans11,950 50,170 — 
Provision for credit losses - unfunded commitments(1,500)11,410 (4,752)
Provision for credit losses - investment securities1,683 2,005 — 
Deferred income taxes(4,077)2,213 3,868 
Increase in cash value of life insurance(4,655)(3,800)(2,049)
Originations of mortgage loans held for sale(480,847)(510,136)(783,293)
Proceeds from sales of mortgage loans held for sale437,248 503,020 825,397 
Changes in assets and liabilities:
Accrued interest receivable(15,767)(24,473)13,792 
Other assets(1,654)9,342 1,756 
Accrued interest payable and other liabilities(724)22,602 (9,379)
Net cash provided by operating activities379,670 413,172 389,380 
Investing Activities
Net increase in federal funds sold(5,100)— — 
Net (increase) decrease in loans, excluding loans acquired(9,037)(673,883)1,328,378 
Purchases of investment securities – available-for-sale(9,894)(1,258,403)(1,390,405)
Purchases of investment securities - held-to-maturity— (674,178)— 
Proceeds from maturities of investment securities – available-for-sale597,912 496,551 652,403 
Proceeds from maturities of investment securities – held-to-maturity5,897 501,529 — 
Proceeds from sale of investment securities – available-for-sale— 67,349 18,112 
Purchases of equity securities— (49,975)(13,276)
Proceeds from sales of equity securities1,522 13,778 16,381 
Purchases of other investments(3,364)(60,889)(9,784)
Proceeds from foreclosed assets held for sale1,292 2,319 7,599 
Proceeds from sale of SBA loans3,968 4,304 25,116 
Purchases of premises and equipment, net(8,550)(9,016)(10,282)
Return of investment on cash value of life insurance3,813 277 418 
Purchase of marine loan portfolio— (242,617)— 
Net cash proceeds received (paid) – market acquisitions— 858,584 — 
Net cash provided by (used in) investing activities578,459 (1,024,270)624,660 
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Table of Contents
Home BancShares, Inc.
Consolidated Statements of Cash Flows
Years Ended December 31,
(In thousands)202320222021
Financing Activities
Net (decrease) increase in deposits, excluding deposits acquired(1,151,072)(2,177,058)1,534,780 
Net increase (decrease) in securities sold under agreements to repurchase10,939 (9,740)(28,045)
Increase in FHLB and other borrowed funds6,476,550 601,000 — 
Decrease in FHLB and other borrowed funds(5,825,250)(429,330)— 
Retirement of subordinated debentures— (300,000)— 
Proceeds from issuance of subordinated debentures— 296,324 — 
Redemption of trust preferred securities— (96,499)— 
Proceeds from exercise of stock options802 156 2,374 
Repurchase of common stock(48,771)(70,856)(44,480)
Dividends paid on common stock(145,904)(128,424)(92,142)
Net cash (used in) provided by financing activities(682,706)(2,314,427)1,372,487 
Net change in cash and cash equivalents275,423 (2,925,525)2,386,527 
Cash and cash equivalents – beginning of year724,790 3,650,315 1,263,788 
Cash and cash equivalents – end of year$1,000,213 $724,790 $3,650,315 
See accompanying notes.
99

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Home BancShares, Inc.

Consolidated Statements of Cash Flows

   Year Ended December 31, 

(In thousands)

  2017  2016  2015 

Operating Activities

    

Net income

  $135,083  $177,146  $138,199 

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

    

Depreciation

   11,995   10,644   10,296 

Amortization/(accretion)

   17,638   15,495   21,783 

Share-based compensation

   6,705   6,628   3,925 

Tax benefits from stock options exercised

   —     (4,154  (605

(Gain) loss on assets

   (4,223  1,978   (6

Gain on acquisitions

   (3,807  —     (1,635

Provision for loan losses

   44,250   18,608   25,164 

Deferred income tax effect

   34,084   12,705   7,168 

Increase in cash value of life insurance

   (1,989  (1,412  (1,199

Originations of mortgage loans held for sale

   (333,558  (354,481  (280,858

Proceeds from sales of mortgage loans held for sale

   345,501   337,128   272,107 

Changes in assets and liabilities:

    

Accrued interest receivable

   (6,451  (1,706  (3,615

Indemnification and other assets

   (37,285  (11,520  (10,312

Accrued interest payable and other liabilities

   (31,033  10,985   24,651 
  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) operating activities

   176,910   218,044   205,063 
  

 

 

  

 

 

  

 

 

 

Investing Activities

    

Net (increase) decrease in federal funds sold

   (21,044  —     (1,300

Net (increase) decrease in loans, excluding loans acquired

   (172,935  (764,665  (874,092

Purchases of investment securities –available-for-sale

   (692,482  (253,458  (382,631

Proceeds from maturities of investment securities –available-for-sale

   184,280   284,392   290,506 

Proceeds from sale of investment securities –available-for-sale

   32,732   87,157   4,034 

Purchases of investment securities –held-to-maturity

   (281  (25,933  (6,563

Proceeds from maturities of investment securities –held-to-maturity

   58,162   49,231   52,127 

Proceeds from qualified sale of investment securities –held-to-maturity

   491   —     —   

Proceeds from foreclosed assets held for sale

   18,734   13,978   20,928 

Proceeds from sale of SBA loans

   13,630   17,910   8,256 

Proceeds from sale of insurance book of business

   —     —     2,938 

Purchases of premises and equipment, net

   (5,191  (3,082  (10,536

Return of investment on cash value of life insurance

   592   57   27 

Net cash proceeds (paid) received – market acquisitions

   227,842   —     144,097 

Cash (paid) on FDIC loss sharebuy-out

   —     (6,613  —   
  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) investing activities

   (355,470  (601,026  (752,209
  

 

 

  

 

 

  

 

 

 

Financing Activities

    

Net increase (decrease) in deposits, excluding deposits acquired

   476,623   503,918   74,992 

Net increase (decrease) in securities sold under agreements to repurchase

   336   (7,099  (48,076

Net increase (decrease) in FHLB and other borrowed funds

   (95,375  (100,747  702,186 

Proceeds from exercise of stock options

   1,082   1,495   389 

Proceeds from issuance of subordinated debentures

   297,201   —     —   

Repurchase of common stock

   (20,825  (9,817  (2,015

Common stock issuance costs – market acquisitions

   (825  —     (60

Tax benefits from stock options exercised

   —     4,154   605 

Dividends paid on common stock

   (60,373  (48,096  (37,580
  

 

 

  

 

 

  

 

 

 

Net cash provided by (used in) financing activities

   597,844   343,808   690,441 
  

 

 

  

 

 

  

 

 

 

Net change in cash and cash equivalents

   419,284   (39,174  143,295 

Cash and cash equivalents – beginning of year

   216,649   255,823   112,528 
  

 

 

  

 

 

  

 

 

 

Cash and cash equivalents – end of year

  $635,933  $216,649  $255,823 
  

 

 

  

 

 

  

 

 

 

See accompanying notes.

Home BancShares, Inc.

Notes to Consolidated Financial Statements

1. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Home BancShares, Inc. (the “Company” or “HBI”) is a bank holding company headquartered in Conway, Arkansas. The Company is primarily engaged in providing a full range of banking services to individual and corporate customers through its wholly-owned bank subsidiary – Centennial Bank (sometimes referred to as “Centennial” or the “Bank”). The Bank has branch locations in Arkansas, Florida, South Alabama, Texas and New York City. The Company is subject to competition from other financial institutions. The Company also is subject to the regulation of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.

A summary of the significant accounting policies of the Company follows:

Operating Segments

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. The Bank is the only significant subsidiary upon which management makes decisions regarding how to allocate resources and assess performance. Each of the branches of the Bank provide a group of similar banking services, including such products and services as commercial, real estate and consumer loans, time deposits, checking and savings accounts. The individual bank branches have similar operating and economic characteristics. While the chief decision maker monitors the revenue streams of the various products, services and branch locations, operations are managed, and financial performance is evaluated on a Company-wide basis. Accordingly, all of the banking services and branch locations are considered by management to be aggregated into one reportable operating segment.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loancredit losses, the valuation of investment securities, the valuation of foreclosed assets and the valuations of assets acquired and liabilities assumed in business combinations. In connection with the determination of the allowance for loancredit losses and the valuation of foreclosed assets, management obtains independent appraisals for significant properties.

Principles of Consolidation

The consolidated financial statements include the accounts of HBI and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Various items within the accompanying consolidated financial statements for previous years have been reclassified to provide more comparative information. These reclassifications had no effect on net earnings or stockholders’ equity.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand, cash held as demand deposits at various banks and the Federal Reserve Bank (“FRB”) and interest-bearing deposits with other banks. The Bank is required to maintain an average reserve balance with either the FRB or in the form

100

Table of cash on hand. The required reserve balance at December 31, 2017 was $103.2 million.

Contents

Investment Securities

Interest on investment securities is recorded as income as earned. Amortization of premiums and accretion of discounts are recorded as interest income from securities. Realized gains and losses are recorded as net security gains (losses). Gains or losses on the sale of securities are determined using the specific identification method.

Management determines the classification of securities asavailable-for-sale,held-to-maturity, or trading at the time of purchase based on the intent and objective of the investment and the ability to hold to maturity. Fair values of securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on quoted market prices of comparable securities. The Company has no trading securities.

Securities

Debt securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held asavailable-for-sale are used as a part of HBI’sour asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified asavailable-for-sale.

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

Debt securities held-to-maturity ("HTM"), which include any security for which the Company haswe have the positive intent and ability to hold until maturity, are reported at historical cost and are adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized and amortized/accreted respectively,to the call date to interest income using the constant effective yield method over the periodestimated life of the security. The Company evaluates all securities quarterly to maturity.

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

Loans Receivable and Allowance for LoanCredit Losses

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

The allowance for loan losses is established through a provision for loan losses charged against income. The allowance represents an amount that, in management’s judgment, will be adequate to absorb probable credit losses on existing loans receivable is a valuation account that may become uncollectibleis deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. Loans are charged off against the allowance when management believes the uncollectability of a loan balance is confirmed and probableexpected recoveries do not exceed the aggregate of amounts previously charged-off and expected to be charged-off.

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Management estimates the allowance balance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. Historical credit loss experience provides the basis for the estimation of expected credit losses. Adjustments to historical loss information are made for differences in current loan-specific risk characteristics such as differences in underwriting standards, portfolio mix, delinquency level, or term as well as for changes in environmental conditions, such as changes in the national unemployment rate, gross domestic product, national retail sales index, housing price indices and rental vacancy rate index.
The allowance for credit losses inherentis measured based on call report segment as these types of loan exhibit similar risk characteristics. The identified loan segments are as follows:
1-4 family construction
All other construction
1-4 family revolving home equity lines of credit (“HELOC”) & junior liens
1-4 family senior liens
Multifamily
Owner occupied commercial real estate
Non-owner occupied commercial real estate
Commercial & industrial, agricultural, non-depository financial institutions, purchase/carry securities, other
Consumer auto
Other consumer
Other consumer - SPF
The allowance for credit losses for each segment is measured through the use of the discounted cash flow method. Loans evaluated individually that are considered to be collateral dependent are not included in the remaindercollective evaluation. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the loan portfolio. The amountsto be provided substantially through the operation or sale of provisions tothe collateral, the allowance for loancredit losses areis measured based on management’s analysisthe difference between the fair value of the collateral, net of estimated costs to sell, and evaluationthe amortized cost basis of the loan portfolio for identificationas of problem credits, internal and external factors that may affect collectability, relevantthe measurement date. When repayment is expected to be from the operation of the collateral, expected credit exposure, particular risks inherent in different kindslosses are calculated as the amount by which the amortized cost basis of lending, current collateral values and other relevant factors.

the loan exceeds the present value of expected cash flows from the operation of the collateral. The allowance consistsfor credit losses may be zero if the fair value of allocated and general components. The allocated component relatesthe collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell. For individually analyzed loans thatwhich are classified as impaired. For those loans that are classified as impaired,not considered to be collateral dependent, an allowance is established whenrecorded based on the discounted cash flows, collateral value or observable market priceloss rate for the respective pool within the collective evaluation.

Expected credit losses are estimated over the contractual term of the impaired loan is lower thanloans, adjusted for expected prepayments when appropriate. The contractual term excludes expected extensions, renewals, and modifications unless either of the carrying value offollowing applies:
Management has a reasonable expectation at the reporting date that loan. The general component coversnon-classifiedrestructured loans and classified loans less than $2.0 million and is based on historicalcharge-off experience and expected loss given default derived from the Bank’s internal risk rating process. Other adjustments may be made to borrowers experiencing financial difficulty will be executed with an individual borrower.
The extension or renewal options are included in the allowanceoriginal or modified contract at the reporting date and are not unconditionally cancellable by the Company.
Management qualitatively adjusts model results for pools of loans accounted for under FASB ASC310-30,Loans Acquired with Deteriorated Credit Quality, after an assessment of internal or external influences on credit qualityrisk factors that are not fully reflectedconsidered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These qualitative factors ("Q-Factors") and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the historical loss or risk rating data.

Loans considered impaired, under FASB ASC310-10-35, are loans for which, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual termsquality of the loan agreement. The aggregate amountreview system and (ix) economic conditions.


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Table of impairment of loans is utilized in evaluating the adequacy of the allowance for loan losses and amount of provisions thereto. Losses on impaired loans are charged against the allowance for loan losses when in the process of collection it appears likely that such losses will be realized. The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. When accrual of interest is discontinued, all unpaid accrued interest is reversed.

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans.

Contents

Loans are placed onnon-accrual status when management believes that the borrower’s financial condition, after giving consideration to economic and business conditions and collection efforts, is such that collection of interest is doubtful, or generally when loans are 90 days or more past due. Loans are charged against the allowance for loancredit losses when management believes that the collectability of the principal is unlikely. Accrued interest related tonon-accrual loans is generally charged against the allowance for loancredit losses when accrued in prior years and reversed from interest income if accrued in the current year. Interest income onnon-accrual loans may be recognized to the extent cash payments are received, butalthough the majority of payments received are usually applied to principal.Non-accrual loans are generally returned to accrual status after being currentwhen principal and interest payments are less than 90 days past due, the customer has made required payments for a period of at least six months. An exception to thissix-month period can be made if it can be proven that the borrower has historically demonstrated repayment performance consistent with the terms of the loanmonths, and the Company expectswe reasonably expect to collect all principal and interest.

Acquisition Accounting and Acquired Loans

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

Over

Purchased loans that have experienced more than insignificant credit deterioration since origination are purchase credit deteriorated (“PCD”) loans. An allowance for credit losses is determined using the same methodology as other loans. The Company develops separate PCD models for each loan segment with PCD loans not individually analyzed for credit losses. These models utilize a peer group benchmark in order to determine the probability of default and loss given default to be used in the calculation. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the purchased loans,loan. Subsequent changes to the Company continues to estimate cash flows expected to be collected on individual loans or on pools of loans sharing common risk characteristics andallowance for credit losses are treated inrecorded through the aggregate when applying various valuation techniques. The Company evaluates at each balance sheet date whether the present value of its loans determined using the effective interest rates has significantly decreased and if so, recognizes a provision for loan loss in its consolidated statement of income. For any significant increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the loan’s or pool’s weighted-average life.

credit losses.

For further discussion of the Company’s acquisitions, see Note 2 to the Notes to Consolidated Financial Statements.

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

Real estate and personal properties acquired through or in lieu of loan foreclosure are to be sold and are initially recorded at fair value less cost to sell at the date of foreclosure, establishing a new cost basis.

Valuations are periodically performed by management, and the real estate and personal properties are carried at fair value less costs to sell. Gains and losses from the sale of other real estate and personal properties are recorded innon-interest income, and expenses used to maintain the properties are included innon-interest expenses.

expense.

Bank Premises and Equipment

Bank premises and equipment are carried at cost or fair market value at the date of acquisition less accumulated depreciation. Depreciation expense is computed using the straight-line method over the estimated useful lives of the assets. Accelerated depreciation methods are used for tax purposes. Leasehold improvements are capitalized and amortized using the straight-line method over the terms of the respective leases or the estimated useful lives of the improvements whichever is shorter. The assets’ estimated useful lives for book purposes are as follows:

Bank premises

15-40 years

Furniture, fixtures, and equipment

3-15 years

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Cash value of life insurance

The Company has purchased life insurance policies on certain key employees. Life insurance owned by the Company is recorded at the amount that can be realized under the insurance contract at the balance sheet date, which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement.

Intangible Assets

Intangible assets consist of goodwill and core deposit intangibles. Goodwill represents the excess purchase price over the fair value of net assets acquired in business acquisitions. The core deposit intangible represents the excess intangible value of acquired deposit customer relationships as determined by valuation specialists.The core deposit intangibles are being amortized over 48 to 121120 months on a straight-line basis. Goodwill is not amortized, but rather, is evaluated for impairment on at least an annual basis.basis or more frequently if changes or circumstances occur. The Company performed its annual impairment test of goodwill and core deposit intangibles during 2017, 20162023, 2022 and 2015,2021, as required by FASB ASC 350,Intangibles - Goodwill and Other. The 2017, 20162023, 2022 and 20152021 tests indicated no impairment of the Company’s goodwill or core deposit intangibles.

Securities Sold Under Agreements to Repurchase

Securities sold under agreements to repurchase consist of obligations of the Company to other parties. At the point funds deposited by customers become investable, those funds are used to purchase securities owned by the Company and held in its general account with the designation of Customers’ Securities. A third party maintains control over the securities underlying overnight repurchase agreements. The securities involved in these transactions are generally U.S. Treasury or Federal Agency issues. Securities sold under agreements to repurchase generally mature on the banking day following that on which the investment was initially purchased and are treated as collateralized financing transactions which are recorded at the amounts at which the securities were sold plus accrued interest. Interest rates and maturity dates of the securities involved vary and are not intended to be matched with funds from customers.

Derivative Financial Instruments

The Company may enter into derivative contracts for the purposes of managing exposure to interest rate risk. The Company records all derivatives on the consolidated balance sheet at fair value. Historically the Company’s policy has been not to invest in derivative type investments.

During 2017, the

The Company acquiredhas standalone derivative financial instruments from Stonegate.acquired in a previous acquisition. These derivative financial instruments consist of interest rate swaps and are recognized as assets and liabilities in the consolidated statements of financial condition at fair value. The Bank’s derivative instruments have not been designated as hedging instruments. These undesignated derivative instruments are recognized on the consolidated balance sheet at fair value, with changes in fair value recorded in other noninterestnon-interest income. In addition, as of December 31, 2023 and December 31, 2022, the Company had derivative contracts outstanding associated with the mortgage loans held for sale portfolio. As of December 31, 2017,2023 and 2022, these derivative instruments are not considered to be material to the Company’s financial position and results of operations. In addition, as of December 31, 2017, the Company had derivative contracts outstanding associated with the mortgage loans held for sale portfolio.

As of December 31, 2016, the Company had no derivative contracts outstanding except for commitments associated with the mortgage loans held for sale portfolio.

Stock Options

The Company accounts for stock options in accordance with FASB ASC 718,Compensation - Stock Compensation, and FASB ASC505-50,Equity-Based Payments toNon-Employees, which establishes standards for the accounting for transactions in which an entity (i) exchanges its equity instruments for goods and services, or (ii) incurs liabilities in exchange for goods and services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of the equity instruments. FASB ASC 718 requires that such transactions be recognized as compensation cost in the income statement based on their fair values on the measurement date, which is generally the date of the grant.

In March 2016, the FASB issued ASU2016-09,Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for share-based payment awards to employees, including the accounting for income taxes, forfeitures, statutory tax withholding requirements and classification in the statement of cash flows. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted in any annual or interim period for which financial statements have not yet been issued, and all amendments in the ASU that apply must be adopted in the same period. The Company adopted the new guidance in the first quarter of 2017. Under the new guidance, excess tax benefits related to equity compensation has been recognized in the income tax expense in the consolidated statements of income rather than in capital surplus in the consolidated balance sheets and has been applied on a prospective basis. Changes to the statements of cash flows related to the classification of excess tax benefits and employee taxes paid for share-based payment arrangements has been implemented on a retrospective basis. The Company’s stock-based compensation plan has not historically generated material amounts of excess tax benefits or deficiencies and, therefore, the Company has not experienced a material change in the Company’s financial position or results of operations as a result of the adoption and implementation of ASU2016-09.

For additional information on the stock-based compensation plan, see Note 14.

Termination of Remaining Loss-Share Agreements

Effective July 27, 2016, we reached an agreement terminating our remaining loss-share agreements with the FDIC. As a result, $57.4 million of the loans, previously under loss-share agreements including their associated discounts which were previously classified as covered loans, migrated tonon-covered loans status during 2016. Under the terms of the agreement, Centennial made a net payment of $6.6 million to the FDIC as consideration for the early termination of the loss share agreements, and all rights and obligations of Centennial and the FDIC under the loss share agreements, including the clawback provisions and the settlement of loss share and expense reimbursement claims, have been resolved and terminated. This transaction with the FDIC created aone-time acceleration of the indemnification asset plus the negotiated settlement for thetrue-up liability, and resulted in a negative $3.8 millionpre-tax financial impact to the third quarter of 2016.

13.

Income Taxes

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


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

The Company and its subsidiaries file consolidated tax returns. Its subsidiary provides for income taxes on a separate return basis, and remits to the Company amounts determined to be currently payable.

Revenue Recognition.
ASC Topic 606, Revenue from Contracts with Customers ("ASC Topic 606"), establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The core principle requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied. The majority of our revenue-generating transactions are not subject to ASC Topic 606, including revenue generated from financial instruments, such as our loans, letters of credit, investment securities and mortgage lending income, as these activities are subject to other GAAP discussed elsewhere within our disclosures. Descriptions of our significant revenue-generating activities that are within the scope of ASC Topic 606, which are presented in our income statements as components of non-interest income are as follows:
Service charges on deposit accounts – These represent general service fees for monthly account maintenance and activity or transaction-based fees and consist of transaction-based revenue, time-based revenue (service period), item-based revenue or some other individual attribute-based revenue. Revenue is recognized when our performance obligation is completed which is generally monthly for account maintenance services or when a transaction has been completed (such as a wire transfer). Payment for such performance obligations are generally received at the time the performance obligations are satisfied.
Other service charges and fees – These represent credit card interchange fees and Centennial Commercial Finance Group (“Centennial CFG”) loan fees. The interchange fees are recorded in the period the performance obligation is satisfied which is generally the cash basis based on agreed upon contracts. The Centennial CFG loan fees are based on loan or other negotiated agreements with customers and are accounted for under ASC Topic 310.
Trust fees - The Company enters into contracts with its customers to manage assets for investment, and/or transact on their accounts. The Company generally satisfies its performance obligations as services are rendered. The management fees are percentage based, flat, percentage of income or a fixed percentage calculated upon the average balance of assets depending upon account type. Fees are collected on a monthly or annual basis.
Earnings per Share

Basic earnings per share is computed based on the weighted-average number of shares outstanding during each year. Diluted earnings per share is computed using the weighted-average shares and all potential dilutive shares outstanding during the period. The following table sets forth the computation of basic and diluted earnings per share (EPS) for the years ended December 31:

   2017   2016   2015 
   (In thousands, except per share data) 

Net income

  $135,083   $177,146   $138,199 

Average common shares outstanding

   150,806    140,418    136,615 

Effect of common stock options

   722    295    515 
  

 

 

   

 

 

   

 

 

 

Diluted common shares outstanding

   151,528    140,713    137,130 
  

 

 

   

 

 

   

 

 

 

Basic earnings per common share

  $0.90   $1.26   $1.01 

Diluted earnings per common share

  $0.89   $1.26   $1.01 

202320222021
(In thousands, except per share data)
Net income$392,929 $305,262 $319,021 
Average common shares outstanding202,627 194,694 164,501 
Effect of common stock options146 325 357 
Diluted common shares outstanding202,773 195,019 164,858 
Basic earnings per common share$1.94 $1.57 $1.94 
Diluted earnings per common share$1.94 $1.57 $1.94 
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As of December 31, 2023, 2022 and 2021, the Company's stock options were dilutive to earnings per share. The impact of anti-dilutive shares to the diluted earnings per share calculation was considered immaterial for the periods ended December 31, 2023, 2022 and 2021.
2. Business Combinations

Acquisition of Stonegate Bank

Happy Bancshares, Inc.

On September 26, 2017,April 1, 2022, the Company completed the acquisition of all of the issued and outstanding shares of common stock of Stonegate BankHappy Bancshares, Inc. (“Stonegate”Happy”), and merged StonegateHappy State Bank into Centennial.Centennial Bank. The Company paid a purchase price to the Stonegate shareholders ofissued approximately $792.442.4 million for the Stonegate acquisition. Under the terms of the merger agreement, shareholders of Stonegate received 30,863,658 shares of HBIits common stock valued at approximately $742.3$958.8 million plus approximately $50.1 million in cash in exchange for all outstanding sharesas of Stonegate common stock.April 1, 2022. In addition, the holders of outstanding stock options of Stonegatecertain Happy stock-based awards received approximately $27.6$3.7 million in cash in connection with the cancellation of their options immediately before the acquisition closed,such awards, for a total transaction value of approximately $820.0$962.5 million.

The acquisition added new markets for expansion and brought complementary businesses together to drive synergies and growth.

Including the effects of the known purchase accounting adjustments, as of the acquisition date, StonegateHappy had approximately $2.89$6.69 billion in total assets, $2.37$3.65 billion in loans and $2.53$5.86 billion in customer deposits. StonegateHappy formerly operated its banking business from 2462 locations in key Florida markets with significant presence in Broward and Sarasota counties.

Texas.

The Company has determined that the acquisition of the net assets of StonegateHappy constitutes a business combination as defined by the ASC Topic 805.805, Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as required. Fair values were determined based on the requirements of ASC Topic 820.820, Fair Value Measurements. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change.nature. The following schedule is a breakdown of the assets acquired and liabilities assumed as of the acquisition date:

   Stonegate Bank 
   Acquired
from Stonegate
  Fair Value
Adjustments
  As Recorded
by HBI
 
   (Dollars in thousands) 
Assets    

Cash and due from banks

  $100,958  $—    $100,958 

Interest-bearing deposits with other banks

   135,631   —     135,631 

Federal funds sold

   1,515   —     1,515 

Investment securities

   103,041   474   103,515 

Loans receivable

   2,446,149   (74,067  2,372,082 

Allowance for loan losses

   (21,507  21,507   —   
  

 

 

  

 

 

  

 

 

 

Loans receivable, net

   2,424,642   (52,560  2,372,082 

Bank premises and equipment, net

   38,868   (3,572  35,296 

Foreclosed assets held for sale

   4,187   (801  3,386 

Cash value of life insurance

   48,000   —     48,000 

Accrued interest receivable

   7,088   —     7,088 

Deferred tax asset, net

   27,340   11,990   39,330 

Goodwill

   81,452   (81,452  —   

Core deposit and other intangibles

   10,505   20,364   30,869 

Other assets

   9,598   255   9,853 
  

 

 

  

 

 

  

 

 

 

Total assets acquired

  $2,992,825  $(105,302 $2,887,523 
  

 

 

  

 

 

  

 

 

 
Liabilities    

Deposits

    

Demand andnon-interest-bearing

  $585,959  $—    $585,959 

Savings and interest-bearing transaction accounts

   1,776,256   —     1,776,256 

Time deposits

   163,567   (85  163,482 
  

 

 

  

 

 

  

 

 

 

Total deposits

   2,525,782   (85  2,525,697 

FHLB borrowed funds

   32,667   184   32,851 

Securities sold under agreements to repurchase

   26,163   —     26,163 

Accrued interest payable and other liabilities

   8,100   (484  7,616 

Subordinated debentures

   8,345   1,489   9,834 
  

 

 

  

 

 

  

 

 

 

Total liabilities assumed

   2,601,057   1,104   2,602,161 
  

 

 

  

 

 

  

 

 

 
Equity    

Total equity assumed

   391,768   (391,768  —   
  

 

 

  

 

 

  

 

 

 

Total liabilities and equity assumed

  $2,992,825  $(390,664  2,602,161 
  

 

 

  

 

 

  

 

 

 

Net assets acquired

     285,362 

Purchase price

     792,370 
    

 

 

 

Goodwill

    $507,008 
    

 

 

 




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Happy Bancshares, Inc.
Acquired
from Happy
Fair Value AdjustmentsAs Recorded by HBI
(Dollars in thousands)
Assets
Cash and due from banks$112,999 $(446)$112,553 
Interest-bearing deposits with other banks746,031 — 746,031 
Cash and cash equivalents859,030 (446)858,584 
Investment securities - available-for-sale, net of allowance for credit losses1,773,540 8,485 1,782,025 
Total investment securities1,773,540 8,485 1,782,025 
Loans receivable3,657,009 (4,389)3,652,620 
Allowance for credit losses(42,224)25,408 (16,816)
Loans receivable, net3,614,785 21,019 3,635,804 
Bank premises and equipment, net153,642 (12,270)141,372 
Foreclosed assets held for sale193 (77)116 
Cash value of life insurance105,049 105,052 
Accrued interest receivable31,575 — 31,575 
Deferred tax asset, net32,908 (1,092)31,816 
Goodwill130,428 (130,428)— 
Core deposit intangible10,672 31,591 42,263 
Other assets43,330 15,567 58,897 
Total assets acquired$6,755,152 $(67,648)$6,687,504 
Liabilities
Deposits
Demand and non-interest-bearing$1,932,756 $67 $1,932,823 
Savings and interest-bearing transaction accounts3,519,652 — 3,519,652 
Time deposits401,899 903 402,802 
Total deposits5,854,307 970 5,855,277 
FHLB and other borrowed funds74,212 4,118 78,330 
Accrued interest payable and other liabilities50,889 (1,892)48,997 
Subordinated debentures159,965 7,625 167,590 
Total liabilities assumed6,139,373 10,821 6,150,194 
Equity
Total equity assumed615,779 (615,779)— 
Total liabilities and equity assumed$6,755,152 $(604,958)$6,150,194 
Net assets acquired537,310 
Purchase price962,538 
Goodwill$425,228 



107

Table of Contents
The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above:

Cash and due from banks, interest-bearing deposits with other banks and federal funds sold – The carrying amount of these assets iswas deemed a reasonable estimate of fair value based on the short-term nature of these assets.

Investment securities – Investment securities were acquired from StonegateHappy with an approximately $474,000$8.5 million adjustment to marketfair value based upon quoted market prices.

Otherwise the book value was deemed to approximate fair value.

Loans – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, and whether or not the loan was amortizing and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns.

The Company evaluated $2.37 billion ofdiscount rate does not include a factor for credit losses as that has been included in the loans purchased in conjunction with the acquisition in accordance with the provisions of FASB ASC Topic310-20,Nonrefundable Fees and Other Costs,whichestimated cash flows. Loans were recorded with a $73.3 million discount. As a result, the fair value discount on these loans is being accreted into interest income over the weighted-average life of the loans using a constant yield method. The remaining $74.3 million of loans evaluated were considered purchased credit impaired loans within the provisions of FASB ASC Topic310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality,grouped together according to similar characteristics and were recordedtreated in the aggregate when applying various valuation techniques. See Note 5 to the Condensed Notes to Consolidated Financial Statements, for additional information related to purchased financial assets with a $23.3 million discount. These purchase credit impaired loans will recognize interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows. The acquired Stonegate loan balance and the fair value adjustment on loans receivable includes $22.6 million of discount on purchased loans, respectively.

deterioration.

Bank premises and equipment – Bank premises and equipment were acquired from StonegateHappy with a $3.6$12.3 million adjustment to marketfair value. This represents the difference between current appraisals completed in connection with the acquisition and book value acquired.

Foreclosed assets held for sale – These assets are presented at the estimated fair values that management expects to receive when the properties are sold, net of related costs of disposal.

Cash value of life insurance

Cash value of life insurance was acquired from Stonegate– Bank owned life insurance is carried at marketits current cash surrender value, which is the most reasonable estimate of fair value.

Accrued interest receivable – Accrued interest receivable was acquired from Stonegate at market value.

Deferred tax asset – The current and deferred income taxcarrying amount of these assets and liabilities are recorded to reflect the differences in the carrying valueswas deemed a reasonable estimate of the acquired assets and assumed liabilities for financial reporting purposes and the cost basis for federal income tax purposes, at the Company’s statutory federal and state income tax rate of 39.225%.

fair value.

Core deposit intangible – This core deposit intangible asset represents the value of the relationships that StonegateHappy had with its deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, and the net maintenance cost attributable to customer deposits. The Company recorded $30.9 million of core deposit intangible.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition, equal the amount payable on demand at the acquisition date. The $85,000$903,000 fair value adjustment applied for time deposits was because the weighted-average interest rate of Stonegate’sHappy’s certificates of deposits were estimated to be belowabove the current market rates.

FHLB borrowed funds – The fair value of FHLB borrowed funds is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Securities sold under agreements to repurchase – Securities sold under agreements to repurchase were acquired from Stonegate at market value.

Accrued interest payable and other liabilities – The fair value used representsadjustment results from certain liabilities whose value was estimated to be more or less than book value, such as certain accounts payable and other miscellaneous liabilities. The carrying amount of accrued interest and the adjustmentsremainder of certain estimatedother liabilities from Stonegate.

was deemed to be a reasonable estimate of fair value.

Subordinated debentures – The fair value of subordinated debentures is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.





108

Table of Contents
The unauditedpro-forma combined consolidated financial information presents how the combined financial information of HBI and StonegateHappy might have appeared had the businesses actually been combined. The following schedule represents the unaudited pro forma combined financial information as of the years ended December 31, 20172022 and 2016,2021, assuming the acquisition was completed as of January 1, 20172022 and 2016,2021, respectively:

   Years Ended
December 31,
 
   2017   2016 
   (In thousands, except per share data) 

Total interest income

  $610,697   $538,258 

Totalnon-interest income

   107,179    95,555 

Net income available to all shareholders

   143,979    206,081 

Basic earnings per common share

  $0.79   $1.20 

Diluted earnings per common share

   0.79    1.20 

December 31,
20222021
(In thousands, except per share data)
Total interest income$935,168 $839,407 
Total non-interest income188,012 190,550 
Net income available to all shareholders406,949 317,190 
Basic earnings per common share$1.98 $1.53 
Diluted earnings per common share1.98 1.53 
The unauditedpro-forma consolidated financial information is presented for illustrative purposes only and does not indicate the financial results of the combined company had the companies actually been combined at the beginning of the period presented and had the impact of possible significant revenue enhancements and expense efficiencies fromin-market cost savings, among other factors, been considered and, accordingly, does not attempt to predict or suggest future results. ItPro-forma results include Happy merger expenses of $49.6 million, provision for credit losses on acquired loans of $45.2 million, provision for credit losses on acquired unfunded commitments of $11.4 million and provision for credit losses on acquired investment securities of $2.0 million for the years ended December 31, 2022 and 2021, respectively. The pro-forma financial information also does not necessarily reflect what the historical results of the combined company would have been had the companies been combined during this period.

Acquisition

Purchased loans that reflect a more-than-insignificant deterioration of credit from origination are considered PCD. For PCD loans, the initial estimate of expected credit losses is recognized in the allowance for credit losses on the date of acquisition using the same methodology as other loans held-for-investment. The Bankfollowing table provides a summary of Commerce

On February 28, 2017, the Company completed its previously announced acquisition of allloans purchased as part of the issued and outstanding sharesHappy acquisition with credit deterioration at acquisition:

April 1, 2022
(In thousands)
Purchased Loans with Credit Deterioration:
Par value$165,028 
Allowance for credit losses at acquisition(16,816)
Premium on acquired loans684 
Purchase price$148,896 

109

Table of common stock of The Bank of Commerce (“BOC”), a Florida state-chartered bank that operated in the Sarasota, Florida area, pursuant to an acquisition agreement, dated December 1, 2016, by and between HBI and Bank of Commerce Holdings, Inc. (“BCHI”), parent company of BOC. The Company merged BOC with and into Centennial effective as of the close of business on February 28, 2017.

The acquisition of BOC was conducted in accordance with the provisions of Section 363 of the United States Bankruptcy Code (the “Bankruptcy Code”) pursuant to a voluntary petition for relief under Chapter 11 of the Bankruptcy Code filed by BCHI with the United States Bankruptcy Court for the Middle District of Florida (the “Bankruptcy Court”). The sale of BOC by BCHI was subject to certain bidding procedures approved by the Bankruptcy Court. On November 14, 2016, the Company submitted an initial bid to purchase the outstanding shares of BOC in accordance with the bidding procedures approved by the Bankruptcy Court. An auction was subsequently conducted on November 16, 2016, and the Company was deemed to be the successful bidder. The Bankruptcy Court entered a final order on December 9, 2016 approving the sale of BOC to the Company pursuant to and in accordance with the acquisition agreement.

Under the terms of the acquisition agreement, the Company paid an aggregate of approximately $4.2 million in cash for the acquisition, which included the purchase of all outstanding shares of BOC common stock, the discounted purchase of certain subordinated debentures issued by BOC from the existing holders of the subordinated debentures, and an expense reimbursement to BCHI for approved administrative claims in connection with the bankruptcy proceeding.

BOC formerly operated three branch locations in the Sarasota, Florida area. Including the effects of the purchase accounting adjustments, as of acquisition date, BOC had approximately $178.1 million in total assets, $118.5 million in loans after $5.8 million of loan discounts, and $139.8 million in deposits.

The Company has determined that the acquisition of the net assets of BOC constitutes a business combination as defined by the ASC Topic 805. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as required. Fair values were determined based on the requirements of ASC Topic 820. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. The following schedule is a breakdown of the assets acquired and liabilities assumed as of the acquisition date:

   The Bank of Commerce 
   Acquired
from BOC
  Fair Value
Adjustments
  As Recorded
by HBI
 
   (Dollars in thousands) 
Assets    

Cash and due from banks

  $4,610  $—    $4,610 

Interest-bearing deposits with other banks

   14,360   —     14,360 

Investment securities

   25,926   (113  25,813 

Loans receivable

   124,289   (5,751  118,538 

Allowance for loan losses

   (2,037  2,037   —   
  

 

 

  

 

 

  

 

 

 

Loans receivable, net

   122,252   (3,714  118,538 

Bank premises and equipment, net

   1,887   —     1,887 

Foreclosed assets held for sale

   8,523   (3,165  5,358 

Accrued interest receivable

   481   —     481 

Deferred tax asset, net

   —     4,198   4,198 

Core deposit intangible

   —     968   968 

Other assets

   1,880   —     1,880 
  

 

 

  

 

 

  

 

 

 

Total assets acquired

  $179,919  $(1,826 $178,093 
  

 

 

  

 

 

  

 

 

 
Liabilities    

Deposits

    

Demand andnon-interest-bearing

  $27,245  $—    $27,245 

Savings and interest-bearing transaction accounts

   32,300   —     32,300 

Time deposits

   79,945   270   80,215 
  

 

 

  

 

 

  

 

 

 

Total deposits

   139,490   270   139,760 

FHLB borrowed funds

   30,000   42   30,042 

Accrued interest payable and other liabilities

   564   (255  309 
  

 

 

  

 

 

  

 

 

 

Total liabilities assumed

  $170,054  $57   170,111 
  

 

 

  

 

 

  

 

 

 

Net assets acquired

     7,982 

Purchase price

     4,175 
    

 

 

 

Pre-tax gain on acquisition

    $3,807 
    

 

 

 

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above:

Cash and due from banks and interest-bearing deposits with other banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Investment securities – Investment securities were acquired from BOC with a $113,000 adjustment to market value based upon quoted market prices.

Loans – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns.

The Company evaluated $106.8 million of the loans purchased in conjunction with the acquisition in accordance with the provisions of FASB ASC Topic310-20,Nonrefundable Fees and Other Costs,which were recorded with a $3.0 million discount. As a result, the fair value discount on these loans is being accreted into interest income over the weighted-average life of the loans using a constant yield method. The remaining $17.5 million of loans evaluated were considered purchased credit impaired loans within the provisions of FASB ASC Topic310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality, and were recorded with a $2.8 million discount. These purchase credit impaired loans will recognize interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows.

Bank premises and equipment – Bank premises and equipment were acquired from BOC at market value.

Foreclosed assets held for sale – These assets are presented at the estimated fair values that management expects to receive when the properties are sold, net of related costs to sell.

Accrued interest receivable – Accrued interest receivable was acquired from BOC at market value.

Deferred tax asset – The current and deferred income tax assets and liabilities are recorded to reflect the differences in the carrying values of the acquired assets and assumed liabilities for financial reporting purposes and the cost basis for federal income tax purposes, at the Company’s statutory federal and state income tax rate of 39.225%.

Core deposit intangible – This intangible asset represents the value of the relationships that BOC had with its deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, and the net maintenance cost attributable to customer deposits. The Company recorded $968,000 of core deposit intangible.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date. The $270,000 fair value adjustment applied for time deposits was because the weighted-average interest rate of BOC’s certificates of deposits were estimated to be above the current market rates.

FHLB borrowed funds – The fair value of FHLB borrowed funds is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Accrued interest payable and other liabilities – The fair value used represents the adjustment of certain estimated liabilities from BOC.

The Company’s operating results for the period ended December 31, 2017, include the operating results of the acquired assets and assumed liabilities subsequent to the acquisition date. Due to the fair value adjustments recorded and the fact BOC total assets acquired are less than 5% of total assets as of December 31, 2017 excluding BOC as recorded by HBI as of acquisition date, historical results are not believed to be material to the Company’s results, and thus nopro-forma information is presented.

Acquisition of Giant Holdings, Inc.

On February 23, 2017, the Company completed its acquisition of Giant Holdings, Inc. (“GHI”), parent company of Landmark Bank, N.A. (“Landmark”), pursuant to a previously announced definitive agreement and plan of merger whereby GHI merged with and into HBI and, immediately thereafter, Landmark merged with and into Centennial. The Company paid a purchase price to the GHI shareholders of approximately $96.0 million for the GHI acquisition. Under the terms of the agreement, shareholders of GHI received 2,738,038 shares of its common stock valued at approximately $77.5 million as of February 23, 2017, plus approximately $18.5 million in cash in exchange for all outstanding shares of GHI common stock.

GHI formerly operated six branch locations in the Ft. Lauderdale, Florida area. Including the effects of the purchase accounting adjustments, as of acquisition date, GHI had approximately $398.1 million in total assets, $327.8 million in loans after $8.1 million of loan discounts, and $304.0 million in deposits.

The Company has determined that the acquisition of the net assets of GHI constitutes a business combination as defined by the ASC Topic 805. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as required. Fair values were determined based on the requirements of ASC Topic 820. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. The following schedule is a breakdown of the assets acquired and liabilities assumed as of the acquisition date:

   Giant Holdings, Inc. 
   Acquired
from GHI
  Fair Value
Adjustments
  As Recorded
by HBI
 
   (Dollars in thousands) 
Assets    

Cash and due from banks

  $41,019  $—    $41,019 

Interest-bearing deposits with other banks

   4,057   1   4,058 

Investment securities

   1,961   (5  1,956 

Loans receivable

   335,886   (6,517  329,369 

Allowance for loan losses

   (4,568  4,568   —   
  

 

 

  

 

 

  

 

 

 

Loans receivable, net

   331,318   (1,949  329,369 

Bank premises and equipment, net

   2,111   608   2,719 

Cash value of life insurance

   10,861   —     10,861 

Accrued interest receivable

   850   —     850 

Deferred tax asset, net

   2,286   1,807   4,093 

Core deposit and other intangibles

   172   3,238   3,410 

Other assets

   254   (489  (235
  

 

 

  

 

 

  

 

 

 

Total assets acquired

  $394,889  $3,211  $398,100 
  

 

 

  

 

 

  

 

 

 
Liabilities    

Deposits

    

Demand andnon-interest-bearing

  $75,993  $—    $75,993 

Savings and interest-bearing transaction accounts

   139,459   —     139,459 

Time deposits

   88,219   324   88,543 
  

 

 

  

 

 

  

 

 

 

Total deposits

   303,671   324   303,995 

FHLB borrowed funds

   26,047   431   26,478 

Accrued interest payable and other liabilities

   14,552   18   14,570 
  

 

 

  

 

 

  

 

 

 

Total liabilities assumed

   344,270   773   345,043 
  

 

 

  

 

 

  

 

 

 
Equity    

Total equity assumed

   50,619   (50,619  —   
  

 

 

  

 

 

  

 

 

 

Total liabilities and equity assumed

  $394,889  $(49,846  345,043 
  

 

 

  

 

 

  

 

 

 

Net assets acquired

     53,057 

Purchase price

     96,015 
    

 

 

 

Goodwill

    $42,958 
    

 

 

 

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above:

Cash and due from banks and interest-bearing deposits with other banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Investment securities – Investment securities were acquired from GHI with an approximately $5,000 adjustment to market value based upon quoted market prices.

Loans – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns.

The Company evaluated $315.6 million of the loans purchased in conjunction with the acquisition in accordance with the provisions of FASB ASC Topic310-20,Nonrefundable Fees and Other Costs,which were recorded with a $3.6 million discount. As a result, the fair value discount on these loans is being accreted into interest income over the weighted-average life of the loans using a constant yield method. The remaining $20.3 million of loans evaluated were considered purchased credit impaired loans within the provisions of FASB ASC Topic310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality, and were recorded with a $4.5 million discount. These purchase credit impaired loans will recognize interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows. The acquired GHI loan balance includes $1.6 million of discount on purchased loans.

Bank premises and equipment – Bank premises and equipment were acquired from GHI with a $608,000 adjustment to market value. This represents the difference between current appraisals completed in connection with the acquisition and book value acquired.

Cash value of life insurance– Cash value of life insurance was acquired from GHI at market value.

Accrued interest receivable – Accrued interest receivable was acquired from GHI at market value.

Deferred tax asset – The current and deferred income tax assets and liabilities are recorded to reflect the differences in the carrying values of the acquired assets and assumed liabilities for financial reporting purposes and the cost basis for federal income tax purposes, at the Company’s statutory federal and state income tax rate of 39.225%.

Core deposit intangible – This intangible asset represents the value of the relationships that GHI had with its deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, and the net maintenance cost attributable to customer deposits. The Company recorded $3.4 million of core deposit intangible.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date. The $324,000 fair value adjustment applied for time deposits was because the weighted-average interest rate of GHI’s certificates of deposits were estimated to be above the current market rates.

FHLB borrowed funds – The fair value of FHLB borrowed funds is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Accrued interest payable and other liabilities – The fair value used represents the adjustments of certain estimated liabilities from GHI.

The Company’s operating results for the period ended December 31, 2017, include the operating results of the acquired assets and assumed liabilities subsequent to the acquisition date. Due to the fair value adjustments recorded and the fact GHI total assets acquired are less than 5% of total assets as of December 31, 2017 excluding GHI as recorded by HBI as of acquisition date, historical results are not believed to be material to the Company’s results, and thus nopro-forma information is presented.

Acquisition of Florida Business BancGroup, Inc.

On October 1, 2015, the Company completed its acquisition of Florida Business BancGroup, Inc. (“FBBI”), parent company of Bay Cities Bank (“Bay Cities”). The Company paid a purchase price to the FBBI shareholders of $104.1 million for the FBBI acquisition. Under the terms of the agreement, shareholders of FBBI received 4,159,708 shares of its common stock valued at approximately $83.8 million as of October 1, 2015, plus approximately $20.3 million in cash in exchange for all outstanding shares of FBBI common stock. A portion of the cash consideration, $2.0 million, was placed into escrow with the FBBI shareholders having a contingent right to receive theirpro-rata portions of such amount. The amount, if any, of such escrowed funds to be released to FBBI shareholders would depend upon the amount of losses that the Company incurred in the two years following the completion of the merger related to two class action lawsuits pending against Bay Cities. In August 2017, the Company distributed the contingent cash consideration to the former FBBI shareholders, less $10,000 for compensation paid to a representative designated by FBBI who acted on behalf of the FBBI shareholders in connection with the escrow arrangements.

FBBI formerly operated six branch locations and a loan production office in the Tampa Bay area and in Sarasota, Florida. Including the effects of any purchase accounting adjustments, as of October 1, 2015, FBBI had approximately $529.6 million in total assets, $408.3 million in loans after $14.1 million of loan discounts, and $472.0 million in deposits.

The Company has determined that the acquisition of the net assets of FBBI constitutes a business combination as defined by the ASC Topic 805. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as required. Fair values were determined based on the requirements of ASC Topic 820. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. The following schedule is a breakdown of the assets acquired and liabilities assumed as of the acquisition date:

   Florida Business BancGroup, Inc. 
   Acquired
from FBBI
  Fair Value
Adjustments
  As Recorded
by HBI
 
   (Dollars in thousands) 
Assets    

Cash and due from banks

  $23,597  $—    $23,597 

Investment securities

   61,384   611   61,995 

Loans

   422,363   (14,096  408,267 

Allowance for loan losses

   (5,714  5,714   —   
  

 

 

  

 

 

  

 

 

 

Total loans receivable

   416,649   (8,382  408,267 

Bank premises and equipment, net

   6,922   (1,697  5,225 

Foreclosed assets held for sale

   205   (43  162 

Cash value of life insurance

   9,540   —     9,540 

Accrued interest receivable

   1,442   —     1,442 

Deferred tax asset

   10,608   1,070   11,678 

Core deposit intangible

   —     3,477   3,477 

Other assets

   1,289   2,890   4,179 
  

 

 

  

 

 

  

 

 

 

Total assets acquired

  $531,636  $(2,074 $529,562 
  

 

 

  

 

 

  

 

 

 
Liabilities    

Deposits

    

Demand andnon-interest-bearing

  $150,625  $—    $150,625 

Savings and interest-bearing transaction accounts

   166,990   —     166,990 

Time deposits

   153,230   1,127   154,357 
  

 

 

  

 

 

  

 

 

 

Total deposits

   470,845   1,127   471,972 

FHLB borrowed funds

   5,000   802   5,802 

Accrued interest payable and other liabilities

   3,208   (319  2,889 
  

 

 

  

 

 

  

 

 

 

Total liabilities assumed

   479,053   1,610   480,663 
  

 

 

  

 

 

  

 

 

 
Equity    

Total equity assumed

   52,583   (52,583  —   
  

 

 

  

 

 

  

 

 

 

Total liabilities and equity assumed

  $531,636  $(50,973  480,663 
  

 

 

  

 

 

  

 

 

 

Net assets acquired

     48,899 

Purchase Price

     104,154 
    

 

 

 

Goodwill

    $55,255 
    

 

 

 

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above:

Cash and due from banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets. The $20.3 million adjustment primarily consists of the cash settlement paid to FBBI shareholders on the closing date andcash-in-lieu of fractional shares.

Investment securities – Investment securities were acquired from FBBI with a $611,000 adjustment to market value based upon quoted market prices.

Loans – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns.

The Company evaluated $390.9 million of the loans purchased in conjunction with the acquisition in accordance with the provisions of FASB ASC Topic310-20,Nonrefundable Fees and Other Costs,which were recorded with a $7.0 million discount. As a result, the fair value discount on these loans is being accreted into interest income over the weighted-average life of the loans using a constant yield method. The remaining $31.5 million of loans evaluated were considered purchased credit impaired loans within the provisions of FASB ASC Topic310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality, and were recorded with a $7.1 million discount. These purchase credit impaired loans will recognize interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows.

Bank premises and equipment – Bank premises and equipment were acquired from FBBI with a $1.7 million adjustment to market value. This represents the difference between current appraisals completed in connection with the acquisition and book value acquired.

Foreclosed assets held for sale – These assets are presented at the estimated fair values that management expects to receive when the properties are sold, net of related costs to sell.

Cash value of life insurance– Cash value of life insurance was acquired from FBBI at market value.

Accrued interest receivable – Accrued interest receivable was acquired from FBBI at market value.

Deferred tax asset – The current and deferred income tax assets and liabilities are recorded to reflect the differences in the carrying values of the acquired assets and assumed liabilities for financial reporting purposes and the cost basis for federal income tax purposes, at the Company’s statutory federal and state income tax rate of 39.225%.

Goodwill – The consideration paid as a result of the acquisition exceeded the fair value of the assets acquired; therefore, the Company recorded $55.3 million of goodwill.

Core deposit intangible – This intangible asset represents the value of the relationships that FBBI had with its deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, and the net maintenance cost attributable to customer deposits. The Company recorded $3.5 million of core deposit intangible.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition equal the amount payable on demand at the acquisition date. The $1.1 million fair value adjustment applied for time deposits was because the weighted-average interest rate of FBBI’s certificates of deposits were estimated to be above the current market rates.

FHLB borrowed funds – The fair value of FHLB borrowed funds is estimated based on borrowing rates currently available to the Company for borrowings with similar terms and maturities.

Accrued interest payable and other liabilities – The fair value used represents the adjustment of certain estimated liabilities from FBBI.

The Company’s operating results for the period ended December 31, 2015, include the operating results of the acquired assets and assumed liabilities subsequent to the acquisition date. Due to the fair value adjustments recorded and the fact FBBI total assets acquired are less than 5% of total assets as of December 31, 2015 excluding FBBI as recorded by HBI as of acquisition date, historical results are not believed to be material to the Company’s results, and thus nopro-forma information is presented.

Acquisition of Pool of National Commercial Real Estate Loans

On April 1, 2015, Centennial entered into an agreement with AM PR LLC, an affiliate of J.C. Flowers & Co. (collectively, the “Seller”) to purchase a pool of national commercial real estate loans totaling approximately $289.1 million for a purchase price of 99% of the total principal value of the acquired loans. The purchase of the loans was completed on April 1, 2015. The acquired loans were originated by the former Doral Bank of San Juan, Puerto Rico within its Doral Property Finance portfolio and were transferred to the Seller by Banco Popular of Puerto Rico (“Popular”) upon its acquisition of the assets and liabilities of Doral Bank from FDIC, as receiver for the failed Doral Bank. This pool of loans is now managed by a division of Centennial known as the Centennial Commercial Finance Group (“Centennial CFG”), which is responsible for servicing the acquired loan pool and originating new loan production.

In connection with this acquisition of loans, the Company opened a loan production office on April 23, 2015 in New York City, which became a branch on September 1, 2016. Through this branch office, Centennial CFG is building out a national lending platform focusing on commercial real estate plus commercial and industrial loans.

Acquisition of Doral Bank’s Florida Panhandle operations

On February 27, 2015, Centennial acquired all the deposits and substantially all the assets of Doral Bank’s Florida Panhandle operations (“Doral Florida”) through an alliance agreement with Popular who was the successful lead bidder to acquire the assets and liabilities of the failed Doral Bank from the FDIC. Including the effects of the purchase accounting adjustments, the acquisition provided the Company with loans of approximately $37.9 million net of loan discounts, deposits of approximately $467.6 million, plus a $428.2 million cash settlement to balance the transaction. The FDIC in did not provide loss-sharing with respect to the acquired assets.

Prior to the acquisition, Doral Florida operated five branch locations in Panama City, Panama City Beach and Pensacola, Florida plus a loan production office in Tallahassee, Florida. At the time of acquisition, Centennial operated 29 branch locations in the Florida Panhandle. As a result, the Company closed all five branch locations during the July 2015 systems conversion and returned the facilities back to the FDIC.

The Company has determined that the acquisition of the net assets of Doral Florida constitutes a business combination as defined by the FASB ASC Topic 805,Business Combinations. Accordingly, the assets acquired and liabilities assumed are presented at their fair values as required. Fair values were determined based on the requirements of FASB ASC Topic 820,Fair Value Measurements. In many cases, the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. The following schedule is a breakdown of the assets acquired and liabilities assumed as of the acquisition date:

   Doral Bank’s Florida Panhandle
operations
 
   Acquired
from FDIC
   Fair Value
Adjustments
  As Recorded
by HBI
 
   (Dollars in thousands) 
Assets     

Cash and due from banks

  $1,688   $—    $1,688 

Loans receivable

   42,244    (4,300  37,944 
  

 

 

   

 

 

  

 

 

 

Total loans receivable

   42,244    (4,300  37,944 

Core deposit intangible

   —      1,363   1,363 
  

 

 

   

 

 

  

 

 

 

Total assets acquired

  $43,932   $(2,937 $40,995 
  

 

 

   

 

 

  

 

 

 
Liabilities     

Deposits

     

Demand andnon-interest-bearing

  $3,130   $—    $3,130 

Savings and interest-bearing transaction accounts

   119,865    —     119,865 

Time deposits

   343,271    1,308   344,579 
  

 

 

   

 

 

  

 

 

 

Total deposits

   466,266    1,308   467,574 
  

 

 

   

 

 

  

 

 

 

Total liabilities assumed

  $466,266   $1,308   467,574 
  

 

 

   

 

 

  

 

 

 

Net assets acquired (liabilities assumed)

      (426,579

Cash settlement received

      (428,214
     

 

 

 

Pre-tax gain on acquisition

     $1,635 
     

 

 

 

The following is a description of the methods used to determine the fair values of significant assets and liabilities presented above:

Cash and due from banks – The carrying amount of these assets is a reasonable estimate of fair value based on the short-term nature of these assets.

Loans – Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns.

The Company evaluated $36.9 million of the loans purchased in conjunction with the acquisition in accordance with the provisions of FASB ASC Topic310-20,Nonrefundable Fees and Other Costs, and were recorded with a $3.4 million discount. As a result, the fair value discount on these loans is being accreted into interest income over the weighted-average life of the loans using a constant yield method. The remaining approximately $5.3 million of loans evaluated were considered purchased credit impaired loans with in the provisions of FASB ASC Topic310-30,Loans and Debt Securities Acquired with Deteriorated Credit Quality, and were recorded with a $950,000 discount. These purchased credit impaired loans will recognize interest income through accretion of the difference between the carrying amount of the loans and the expected cash flows.

Core deposit intangible – This intangible asset represents the value of the relationships that Doral Florida had with its deposit customers. The fair value of this intangible asset was estimated based on a discounted cash flow methodology that gave appropriate consideration to expected customer attrition rates, cost of the deposit base, and the net maintenance cost attributable to customer deposits. The Company recorded $1.4 million of core deposit intangible.

Deposits – The fair values used for the demand and savings deposits that comprise the transaction accounts acquired, by definition, equal the amount payable on demand at the acquisition date. The Bank was able to reset deposit rates. However, the Bank did not lower the deposit rates as low as the market rates currently offered. As a result, a $1.3 million fair value adjustment was applied for time deposits because the estimated weighted-average interest rate of Doral Florida’s certificates of deposits were still estimated to be above the current market rates after the rate reset.

The Company’s operating results for the period ended December 31, 2015, include the operating results of the acquired assets and assumed liabilities subsequent to the acquisition date. Due to the fair value adjustments recorded and the fact Doral Florida total assets acquired excluding the cash settlement received is less than 1% of total assets as of acquisition date, historical results are not believed to be material to the Company’s results, and thus nopro-forma information is presented.

Contents

3. Investment Securities

The amortized cost and estimated fair value of investment securities that are classified asavailable-for-sale andheld-to-maturity are as follows:

   December 31, 2017 
   Available-for-Sale 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
(Losses)
   Estimated
Fair Value
 
   (In thousands) 

U.S. government-sponsored enterprises

  $407,387   $899   $(1,982  $406,304 

Residential mortgage-backed securities

   481,981    538    (4,919   477,600 

Commercial mortgage-backed securities

   497,870    332    (4,430   493,772 

State and political subdivisions

   247,292    3,783    (774   250,301 

Other securities

   34,617    1,225    (302   35,540 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,669,147   $6,777   $(12,407  $1,663,517 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Held-to-Maturity 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
(Losses)
   Estimated
Fair Value
 
   (In thousands) 

U.S. government-sponsored enterprises

  $5,791   $15   $(15  $5,791 

Residential mortgage-backed securities

   56,982    107    (402   56,687 

Commercial mortgage-backed securities

   16,625    114    (40   16,699 

State and political subdivisions

   145,358    3,031    (27   148,362 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $224,756   $3,267   $(484  $227,539 
  

 

 

   

 

 

   

 

 

   

 

 

 

   December 31, 2016 
   Available-for-Sale 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
(Losses)
   Estimated
Fair Value
 
   (In thousands) 

U.S. government-sponsored enterprises

  $237,439   $963   $(1,641  $236,761 

Residential mortgage-backed securities

   259,037    1,226    (1,627   258,636 

Commercial mortgage-backed securities

   322,316    845    (2,342   320,819 

State and political subdivisions

   215,209    3,471    (2,181   216,499 

Other securities

   38,261    2,603    (659   40,205 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,072,262   $9,108   $(8,450  $1,072,920 
  

 

 

   

 

 

   

 

 

   

 

 

 
   Held-to-Maturity 
   Amortized
Cost
   Gross
Unrealized
Gains
   Gross
Unrealized
(Losses)
   Estimated
Fair Value
 
   (In thousands) 

U.S. government-sponsored enterprises

  $6,637   $23   $(32  $6,628 

Residential mortgage-backed securities

   71,956    267    (301   71,922 

Commercial mortgage-backed securities

   35,863    107    (133   35,837 

State and political subdivisions

   169,720    3,100    (169   172,651 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $284,176   $3,497   $(635  $287,038 
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2023
Available-for-Sale
Amortized
Cost
Allowance for Credit LossesNet Carrying AmountGross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
(In thousands)
U.S. government-sponsored enterprises$361,494 $— $361,494 $2,247 $(17,093)$346,648 
U.S. government-sponsored mortgage-backed securities1,711,668 — 1,711,668 310 (191,557)1,520,421 
Private mortgage-backed securities191,522 — 191,522 — (16,117)175,405 
Non-government-sponsored asset backed securities370,203 — 370,203 821 (7,551)363,473 
State and political subdivisions990,318 — 990,318 1,938 (75,931)916,325 
Other securities215,722 (2,525)213,197 402 (28,030)185,569 
Total$3,840,927 $(2,525)$3,838,402 $5,718 $(336,279)$3,507,841 
December 31, 2023
Held-to-Maturity
Amortized
Cost
Allowance for Credit LossesNet Carrying AmountGross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
(In thousands)
U.S. government-sponsored enterprises$43,285 $— $43,285 $— $(2,607)$40,678 
U.S. government-sponsored mortgage-backed securities130,278 — 130,278 106 (4,362)126,022 
State and political subdivisions1,110,424 (2,005)1,108,419 456 (105,094)1,003,781 
Total$1,283,987 $(2,005)$1,281,982 $562 $(112,063)$1,170,481 
December 31, 2022
Available-for-Sale
Amortized
Cost
Allowance for Credit LossesNet Carrying AmountGross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
(In thousands)
U.S. government-sponsored enterprises$682,316 $— $682,316 $2,713 $(23,209)$661,820 
U.S. government-sponsored mortgage-backed securities1,900,796 — 1,900,796 71 (215,405)1,685,462 
Private mortgage-backed securities197,435 — 197,435 — (18,302)179,133 
Non-government-sponsored asset backed securities428,933 — 428,933 95 (14,654)414,374 
State and political subdivisions1,021,188 (842)1,020,346 1,649 (115,698)906,297 
Other securities214,952 — 214,952 251 (20,699)194,504 
Total$4,445,620 $(842)$4,444,778 $4,779 $(407,967)$4,041,590 
110

Table of Contents
December 31, 2022
Held-to-Maturity
Amortized
Cost
Allowance for Credit LossesNet Carrying AmountGross
Unrealized
Gains
Gross
Unrealized
(Losses)
Estimated
Fair Value
(In thousands)
U.S. government-sponsored enterprises$43,017 $— $43,017 $— $(3,349)$39,668 
U.S. government-sponsored mortgage-backed securities135,000 — 135,000 131 (3,756)131,375 
State and political subdivisions1,111,693 (2,005)1,109,688 65 (154,650)955,103 
Total$1,289,710 $(2,005)$1,287,705 $196 $(161,755)$1,126,146 
On April 1, 2022, the Company completed the acquisition of Happy. Including the effects of the purchase accounting adjustments, as of the acquisition date, Happy had approximately $1.78 billion in investments, net of purchase accounting adjustments. The Company classified approximately $1.12 billion of investments acquired from Happy as held-to-maturity at the acquisition date.
Assets, principally investment securities, having an amortized costa fair value of approximately $1.18$3.57 billion and $1.07$2.35 billion at December 31, 20172023 and 2016,2022, respectively, were pledged to secure public deposits and for other purposes required or permitted by law. Also, investment securities pledged as collateral for repurchase agreements totaled approximately $147.8$142.1 million and $121.3$131.1 million at December 31, 20172023 and 2016,2022, respectively.

The amortized cost and estimated fair value of securities classified asavailable-for-sale andheld-to-maturity at December 31, 2017,2023, by contractual maturity, are shown below. Expected maturities willcould differ from contractual maturities because borrowersissuers may have the right to call or prepay obligations with or without call or prepayment penalties.

   Available-for-Sale   Held-to-Maturity 
   Amortized   Estimated   Amortized   Estimated 
   Cost   Fair Value   Cost   Fair Value 
   (In thousands) 

Due in one year or less

  $366,341   $365,526   $72,364   $74,079 

Due after one year through five years

   922,178    918,743    89,265    90,262 

Due after five years through ten years

   286,130    284,935    12,422    12,488 

Due after ten years

   94,498    94,313    50,705    50,710 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $1,669,147   $1,663,517   $224,756   $227,539 
  

 

 

   

 

 

   

 

 

   

 

 

 

For purposes of the maturity tables, mortgage-backed securities, which are Securities not due at a single maturity date have been allocated over maturity groupings based on anticipated maturities. The mortgage-backed securities may mature earlier than their weighted-average contractual maturities because of principal prepayments.

are shown separately.

Available-for-SaleHeld-to-Maturity
Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
(In thousands)
Due in one year or less$19,327 $19,140 $— $— 
Due after one year through five years224,786 211,009 27,498 26,042 
Due after five years through ten years401,003 358,789 305,944 278,676 
Due after ten years922,418 859,604 820,267 739,741 
U.S. government-sponsored mortgage-backed securities1,711,668 1,520,421 130,278 126,022 
Private mortgage-backed securities191,522 175,405 — — 
Non-government-sponsored asset backed securities370,203 363,473 — — 
Total$3,840,927 $3,507,841 $1,283,987 $1,170,481 
During the year ended December 31, 2017, approximately $30.6 million in2023, no available-for-sale securities were sold. The gross realized gains and losses on the sales forDuring the year ended December 31, 20172022, $67.3 million in available-for-sale securities were sold, and no gain or loss was recognized.During the year ended December 31, 2021, $17.9 million in available-for-sale securities were sold, and the gross realized gains on the sales totaled approximately $2.3 million and $127,000, respectively.$219,000. The income tax expense/benefit to net security gains and losses was 39.225%25.740% of the gross amounts.

During the year ended December 31, 2016, approximately $87.2 million, inavailable-for-sale securities were sold. There were approximately $795,000 in gains and $126,000 in losses on theavailable-for-sale securities sold. The income tax expense/benefit to net security gains and losses was 39.225%

111

Table of the gross amounts.

During the year ended December 31, 2015, approximately $4.0 million, inavailable-for-sale securities were sold. The gross realized gains on these sales totaled approximately $4,000. There were no losses on theavailable-for-sale securities sold. The income tax expense/benefit to net security gains and losses was 39.225% of the gross amounts.

During 2015 and 2016, noheld-to-maturity securities were sold. During 2017, oneheld-to-maturity security experienced its second downgrade in its credit rating. The Company made a strategic decision to sell thisheld-to-maturity security for approximately $483,000, which resulted in a gross realized loss on the sale for the year ended December 31, 2017 of approximately $7,000.

The Company evaluates all securities quarterly to determine if any unrealized losses are deemed to be other than temporary. In completing these evaluations the Company follows the requirements of FASB ASC 320,Investments - Debt and Equity Securities. Certain investment securities are valued less than their historical cost. These declines are primarily the result of the rate for these investments yielding less than current market rates. Based on evaluation of available evidence, management believes the declines in fair value for these securities are temporary. The Company does not intend to sell or believe it will be required to sell these investments before recovery of their amortized cost bases, which may be maturity. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

For the year ended December 31, 2017, the Company had approximately $5.3 million in unrealized losses, which were in continuous loss positions for more than twelve months. Excluding impairment write downs taken in prior periods, the Company’s assessments indicated that the cause of the market depreciation was primarily the change in interest rates and not the issuer’s financial condition, or downgrades by rating agencies. In addition, approximately 76.6% of the Company’s investment portfolio matures in five years or less. As a result, the Company has the ability and intent to hold such securities until maturity.

For the year ended December 31, 2016, the Company had approximately $1.6 million in unrealized losses, which were in continuous loss positions for more than twelve months. Excluding impairment write downs taken in prior periods, the Company’s assessments indicated that the cause of the market depreciation was primarily the change in interest rates and not the issuer’s financial condition, or downgrades by rating agencies. In addition, approximately 78.5% of the Company’s investment portfolio matures in five years or less. As a result, the Company has the ability and intent to hold such securities until maturity.

Contents

The following shows gross unrealized losses and estimated fair value of investment securities classified asavailable-for-sale andheld-to-maturity, with unrealized losses that are not deemed to be other-than-temporarily impaired, aggregated by investment category and length of time that individual investment securities have been in a continuous loss position as of December 31, 20172023 and 2016:

   December 31, 2017 
   Less Than 12 Months  12 Months or More  Total 
   Fair   Unrealized  Fair   Unrealized  Fair   Unrealized 
   Value   Losses  Value   Losses  Value   Losses 
   (In thousands) 

U.S. government-sponsored enterprises

  $234,213   $(1,288 $40,122   $(709 $274,335   $(1,997

Residential mortgage-backed securities

   389,541    (3,656  99,989    (1,665  489,530    (5,321

Commercial mortgage-backed securities

   314,301    (2,343  120,365    (2,127  434,666    (4,470

State and political subdivisions

   41,299    (331  20,980    (470  62,279    (801

Other securities

   —      —     9,852    (302  9,852    (302
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $979,354   $(7,618 $291,308   $(5,273 $1,270,662   $(12,891
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

   December 31, 2016 
   Less Than 12 Months  12 Months or More  Total 
   Fair   Unrealized  Fair   Unrealized  Fair   Unrealized 
   Value   Losses  Value   Losses  Value   Losses 
   (In thousands) 

U.S. government-sponsored enterprises

  $98,180   $(1,031 $75,044   $(642 $173,224   $(1,673

Residential mortgage-backed securities

   188,117    (1,742  8,902    (186  197,019    (1,928

Commercial mortgage-backed securities

   202,289    (2,220  21,020    (255  223,309    (2,475

State and political subdivisions

   94,309    (2,348  500    (2  94,809    (2,350

Other securities

   1,540    (125  12,687    (534  14,227    (659
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

Total

  $584,435   $(7,466 $118,153   $(1,619 $702,588   $(9,085
  

 

 

   

 

 

  

 

 

   

 

 

  

 

 

   

 

 

 

2022:

December 31, 2023
Less Than 12 Months12 Months or MoreTotal
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
(In thousands)
Available-for-sale:
U.S. government-sponsored enterprises$2,742 $(2)$180,569 $(17,091)$183,311 $(17,093)
U.S. government-sponsored mortgage-backed securities102,831 (2,166)1,392,318 (189,391)1,495,149 (191,557)
Private mortgage-backed securities9,298 (226)166,107 (15,891)175,405 (16,117)
Non-government-sponsored asset backed securities— — 213,838 (7,551)213,838 (7,551)
State and political subdivisions28,596 (400)769,860 (75,531)798,456 (75,931)
Other securities— — 164,430 (28,030)164,430 (28,030)
Total$143,467 $(2,794)$2,887,122 $(333,485)$3,030,589 $(336,279)
Held-to-maturity:
U.S. government-sponsored enterprises$— $— $40,677 $(2,607)$40,677 $(2,607)
U.S. government-sponsored mortgage-backed securities48,498 (861)65,573 (3,501)114,071 (4,362)
State and political subdivisions21,493 (297)956,578 (104,797)978,071 (105,094)
Total$69,991 $(1,158)$1,062,828 $(110,905)$1,132,819 $(112,063)
December 31, 2022
Less Than 12 Months12 Months or MoreTotal
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
Fair
Value
Unrealized
Losses
(In thousands)
Available-for-sale:
U.S. government-sponsored enterprises$315,531 $(3,056)$128,527 $(20,153)$444,058 $(23,209)
U.S. government-sponsored mortgage-backed securities850,268 (46,505)807,566 (168,900)1,657,834 (215,405)
Private mortgage-backed securities179,133 (18,302)— — 179,133 (18,302)
Non-government-sponsored asset backed securities285,724 (9,726)39,133 (4,928)324,857 (14,654)
State and political subdivisions485,817 (50,484)338,638 (65,214)824,455 (115,698)
Other securities138,976 (15,314)34,423 (5,385)173,399 (20,699)
Total$2,255,449 $(143,387)$1,348,287 $(264,580)$3,603,736 $(407,967)
Held-to-maturity:
U.S. government-sponsored enterprises$39,668 $(3,349)$— $— $39,668 $(3,349)
U.S. government-sponsored mortgage-backed securities106,840 (3,756)— — 106,840 (3,756)
State and political subdivisions955,563 (154,650)— — 955,563 (154,650)
Total$1,102,071 $(161,755)$— $— $1,102,071 $(161,755)

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Debt securities available-for-sale ("AFS") are reported at fair value with unrealized holding gains and losses reported as a separate component of stockholders’ equity and other comprehensive income (loss), net of taxes. Securities that are held as available-for-sale are used as a part of our asset/liability management strategy. Securities that may be sold in response to interest rate changes, changes in prepayment risk, the need to increase regulatory capital, and other similar factors are classified as available-for-sale. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326, Measurement of Credit Losses on Financial Instruments ("ASC 326"). The Company first assesses whether it intends to sell or is more likely than not that the Company will be required to sell the security before recovery of its amortized cost basis. If either of the criteria regarding intent or requirement to sell is met, the security’s amortized cost basis is written down to fair value through income. For securities that do not meet these criteria, the Company evaluates whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is less than amortized cost, and changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income. The Company has made the election to exclude accrued interest receivable on AFS securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed or when either of the criteria regarding intent or requirement to sell is met.
Debt securities held-to-maturity ("HTM"), which include any security for which we have the positive intent and ability to hold until maturity, are reported at historical cost adjusted for amortization of premiums and accretion of discounts. Premiums and discounts are amortized/accreted to the call date to interest income using the constant effective yield method over the estimated life of the security. The Company evaluates all securities quarterly to determine if any securities in a loss position require a provision for credit losses in accordance with ASC 326. The Company measures expected credit losses on HTM securities on a collective basis by major security type, with each type sharing similar risk characteristics. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. The Company has made the election to exclude accrued interest receivable on HTM securities from the estimate of credit losses and report accrued interest separately on the consolidated balance sheets. Changes in the allowance for credit losses are recorded as provision for (or reversal of) credit loss expense. Losses are charged against the allowance when management believes the uncollectability of a security is confirmed.
During the year ended December 31, 2023, one of the Company’s AFS subordinated debt investment securities was downgraded below investment grade. As result, the Company wrote down the value of the investment to its unrealized loss position, which required a $1.7 million provision. The remaining $842,000 allowance for credit losses on AFS investments is associated with certain securities in the subordinated debt portfolio within the banking sector. These investments are classified within the other securities category of the AFS portfolio. The $2.0 million allowance for credit losses for the held-to-maturity portfolio was considered adequate. No additional provision for credit losses was considered necessary for the HTM portfolio.
Available-for-Sale Investment Securities
Years Ended December 31,
202320222021
(In thousands)
Allowance for credit losses:
Beginning balance$842 $842 $842 
Provision for credit loss1,683 — — 
Ending balance, December 31,$2,525 $842 $842 
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Held-to-Maturity Investment Securities
Years Ended December 31,
202320222021
Allowance for credit losses:(In thousands)
Beginning balance$2,005 $— $— 
Provision for credit loss - acquired securities— 2,005 — 
Securities charged-off— — — 
Recoveries— — — 
Ending balance, December 31,$2,005 $2,005 $— 
For the year ended December 31, 2023, the Company had available-for-sale investment securities with approximately $333.5 million in unrealized losses, which have been in continuous loss positions for more than twelve months. With the exception of the securities with credit losses noted above, the Company’s assessments indicated that the cause of the market depreciation was primarily due to the change in interest rates and not the issuer’s financial condition, or downgrades by rating agencies. In addition, approximately 30.4% of the Company’s available-for-sale investment portfolio will mature or are expected to pay down within five years or less. As a result, the Company has the ability and intent to hold such securities until maturity.
For the year ended December 31, 2022, the Company had available-for-sale investment securities with approximately $264.6 million in unrealized losses, which had been in continuous loss positions for more than twelve months. The Company’s assessments indicated that the cause of the market depreciation was primarily due to the change in interest rates and not the issuer’s financial condition, or downgrades by rating agencies. In addition, approximately 33.0% of the Company’s available-for-sale investment portfolio was expected to mature or pay down within five years or less. As a result, the Company has the ability and intent to hold such securities until maturity.
As of December 31, 2023, the Company's available-for-sale securities portfolio consisted of 1,583 investment securities, 1,296 of which were in an unrealized loss position. As noted in the table above, the total amount of the unrealized loss was $336.3 million. The U.S government-sponsored enterprises portfolio contained unrealized losses of $17.1 million on 59 securities. The U.S. government-sponsored mortgage-backed securities portfolio contained $191.6 million of unrealized losses on 669 securities, and the private mortgage-backed securities portfolio contained $16.1 million of unrealized losses on 32 securities. The non-government-sponsored asset backed securities portfolio contained $7.6 million of unrealized losses on 31 securities. The state and political subdivisions portfolio contained. In addition, the other securities portfolio contained $75.9 million of unrealized losses on 444 securities. In addition, the other securities portfolio contained $28.0 million of unrealized losses on 61 securities. With the exception of the investments for which an allowance for credit losses has been established, the unrealized losses on the Company's investments were primarily a result of interest rate changes, and the Company expects to recover the amortized cost basis over the term of the securities. The Company has determined that, as of December 31, 2023, an additional provision for credit losses is not necessary because the decline in market value was attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be maturity.
As of December 31, 2023, the Company's held-to-maturity securities portfolio consisted of 507 investment securities, 486 of which were in an unrealized loss position. As noted in the table above, the total amount of the unrealized loss was $112.1 million. The U.S. government-sponsored enterprises portfolio contained unrealized losses of $2.6 million on 5 securities. The U.S. government-sponsored mortgage-backed securities portfolio contained $4.4 million of unrealized losses on 18 securities. The state and political subdivisions portfolio contained $105.1 million of unrealized losses on 463 securities. The unrealized losses on the Company's held-to-maturity investments were a result of interest rate changes. The Company expects to recover the amortized cost basis over the term of the securities. Because the decline in market value was attributable to changes in interest rates and not credit quality, the Company has determined that an additional provision for credit losses is not necessary as of December 31, 2023.

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The following table summarizes bond ratings for the Company's held-to-maturity portfolio, based upon amortized cost, issued by state and political subdivisions and other securities as of December 31, 2023:
State and Political SubdivisionsU.S. government-sponsored enterprisesU.S. government-sponsored mortgage-backed securitiesTotal
(In thousands)
Aaa/AAA$235,557 $43,285 $— $278,842 
Aa/AA845,418 — — 845,418 
A27,667 — — 27,667 
Not rated1,782 — — 1,782 
Agency Backed— — 130,278 130,278 
Total$1,110,424 $43,285 $130,278 $1,283,987 
Income earned on securities for the years ended is as follows:

   December 31, 
   2017   2016   2015 
   (In thousands) 

Taxable:

  

Available-for-sale

  $24,231   $17,880   $17,881 

Held-to-maturity

   2,545    3,366    3,814 

Tax-exempt:

      

Available-for-sale

   6,441    6,238    5,767 

Held-to-maturity

   5,526    5,179    5,427 
  

 

 

   

 

 

   

 

 

 

Total

  $38,743   $32,663   $32,889 
  

 

 

   

 

 

   

 

 

 

December 31,
202320222021
(In thousands)
Taxable:
Available-for-sale$108,650 $71,352 $30,054 
Held-to-maturity29,925 20,581 — 
Tax-exempt:
Available-for-sale19,104 19,168 19,642 
Held-to-maturity12,514 9,188 — 
Total$170,193 $120,289 $49,696 
4. Loans Receivable

The various categories of loans receivable are summarized as follows:

   December 31, 
   2017   2016 
   (In thousands) 

Real estate:

    

Commercial real estate loans

    

Non-farm/non-residential

  $4,600,117   $3,153,121 

Construction/land development

   1,700,491    1,135,843 

Agricultural

   82,229    77,736 

Residential real estate loans

    

Residential1-4 family

   1,970,311    1,356,136 

Multifamily residential

   441,303    340,926 
  

 

 

   

 

 

 

Total real estate

   8,794,451    6,063,762 

Consumer

   46,148    41,745 

Commercial and industrial

   1,297,397    1,123,213 

Agricultural

   49,815    74,673 

Other

   143,377    84,306 
  

 

 

   

 

 

 

Loans receivable

  $10,331,188   $7,387,699 
  

 

 

   

 

 

 

December 31,
20232022
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$5,549,954 $5,632,063 
Construction/land development2,293,047 2,135,266 
Agricultural325,156 346,811 
Residential real estate loans
Residential 1-4 family1,844,260 1,748,551 
Multifamily residential435,736 578,052 
Total real estate10,448,153 10,440,743 
Consumer1,153,690 1,149,896 
Commercial and industrial2,324,991 2,349,263 
Agricultural307,327 285,235 
Other190,567 184,343 
Total Loans receivable$14,424,728 $14,409,480 
Allowance for credit losses(288,234)(289,669)
 Loans receivable, net$14,136,494 $14,119,811 
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On April 1, 2022, the Company completed the acquisition of Happy. Including the effects of the purchase accounting adjustments, as of the acquisition date, Happy had approximately $3.65 billion in loans.
During the year ended December 31, 2017,2023, the Company sold $12.9$3.7 million of the guaranteed portion of certain SBA loans, which resulted in a gain of approximately $738,000.$278,000. During the year ended December 31, 2016,2022, the Company sold $16.8$4.1 million of the guaranteed portion of certain SBA loans, which resulted in a gain of approximately $1.1 million.$183,000. During the year ended December 31, 2015,2021, the Company sold $7.7$22.7 million of the guaranteed portion of certain SBA loans, which resulted in a gain of approximately $541,000.

$2.4 million.

Mortgage loans held for sale of approximately $44.3$123.4 million and $56.2$79.9 million at December 31, 20172023 and 2016,2022, respectively, are included in residential1-4 family loans. Mortgage loans held for sale are carried at the lower of cost or fair value, determined using an aggregate basis. Gains and losses resulting from sales of mortgage loans are recognized when the respective loans are sold to investors. Gains and losses are determined by the difference between the selling price and the carrying amount of the loans sold, net of discounts collected or paid. The Company obtains forward commitments to sell mortgage loans to reduce market risk on mortgage loans in the process of origination and mortgage loans held for sale. The forward commitments acquired by the Company for mortgage loans in process of origination are considered mandatory forward commitments. Because these commitments are structured on a mandatory basis, the Company is required to substitute another loan or to buy back the commitment if the original loan does not fund. The Company regularly sells mortgages into the capital markets to mitigate the effects of interest rate volatility during the period from the time an interest rate lock commitment (“IRLC”) is issued until the IRLC funds creating a mortgage loan held for sale and its subsequent sale into the secondary/capital markets. Loan sales are typically executed on a mandatory basis. Under a mandatory commitment, the Company agrees to deliver a specified dollar amount with predetermined terms by a certain date. Generally, the commitment is not loan specific, and any combination of loans can be delivered into the outstanding commitment provided the terms fall within the parameters of the commitment. Upon failure to deliver, the Company is subject to fees based on market movement. These commitments are derivative instruments and their fair values at December 31, 20172023 and 20162022 were not material.

Purchased loans that have experienced more than insignificant credit deterioration since origination are PCD loans. An allowance for credit losses is determined using the same methodology as other loans. For PCD loans not individually analyzed for impairment, the Company develops separate PCD models for each loan segment. The initial allowance for credit losses determined on a collective basis is allocated to individual loans. The sum of the loan’s purchase price and allowance for credit losses becomes its initial amortized cost basis. The difference between the initial amortized cost basis and the par value of the loan is a non-credit discount or premium, which is amortized into interest income over the life of the loan. Subsequent changes to the allowance for credit losses are recorded through the provision for credit losses. The Company had $3.46 billionheld approximately $130.7 million and $142.5 million in PCD loans, as of purchasedDecember 31, 2023 and 2022, respectively.The balance, as of December 31, 2023, consisted of $130.4 million resulting from the acquisition of Happy and $376,100 from the acquisition of LH-Finance. The balance, as of December 31, 2022, consisted of $142.1 million resulting from the acquisition of Happy and $415,000 from the acquisition of LH-Finance.
5. Allowance for Credit Losses, Credit Quality and Other
The Company uses the discounted cash flow (“DCF”) method to estimate expected losses for all of Company’s loan pools. These pools are as follows: construction & land development; other commercial real estate; residential real estate; commercial & industrial; and consumer & other. The loan portfolio pools were selected in order to generally align with the loan categories specified in the quarterly call reports required to be filed with the Federal Financial Institutions Examination Council. For each of these loan pools, the Company generates cash flow projections at the instrument level wherein payment expectations are adjusted for estimated prepayment speed, curtailments, time to recovery, probability of default, and loss given default. The modeling of expected prepayment speeds, curtailment rates, and time to recovery are based on historical internal data. The Company uses regression analysis of historical internal and peer data to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default. This analysis also determines how expected probability of default and loss given default will react to forecasted levels of the loss drivers.
Management qualitatively adjusts model results for risk factors that are not considered within our modeling processes but are nonetheless relevant in assessing the expected credit losses within our loan pools. These Q-Factors and other qualitative adjustments may increase or decrease management's estimate of expected credit losses by a calculated percentage or amount based upon the estimated level of risk. The various risks that may be considered in making Q-Factor and other qualitative adjustments include, among other things, the impact of (i) changes in lending policies, procedures and strategies; (ii) changes in nature and volume of the portfolio; (iii) staff experience; (iv) changes in volume and trends in classified loans, delinquencies and nonaccruals; (v) concentration risk; (vi) trends in underlying collateral values; (vii) external factors such as competition, legal and regulatory environment; (viii) changes in the quality of the loan review system and (ix) economic conditions.

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Each year management evaluates the performance of the selected models used in the CECL calculation through backtesting. Based on the results of the testing, management determines if the various models produced accurate results compared to the actual losses incurred for the current economic environment. Management then determines if changes to the input assumptions and economic factors would produce a stronger overall calculation that is more responsive to changes in economic conditions. The Company continues to use regression analysis to determine suitable loss drivers to utilize when modeling lifetime probability of default and loss given default for the changes in the economic factors for the loss driver segments. The identified loss drivers by segment are included below as of December 31, 2023 and 2022.
Loss Driver SegmentCall Report Segment(s)Modeled Economic Factors
1-4 Family Construction1a1National Unemployment (%) & Housing Price Index (%)
All Other Construction1a2National Unemployment (%) & Gross Domestic Product (%)
1-4 Family Revolving HELOC & Junior Liens1c1National Unemployment (%) & Housing Price Index – CoreLogic (%)
1-4 Family Revolving HELOC & Junior Liens1c2bNational Unemployment (%) & Gross Domestic Product (%)
1-4 Family Senior Liens1c2aNational Unemployment (%) & Gross Domestic Product (%)
Multifamily1dRental Vacancy Rate (%) & Housing Price Index – Case-Schiller (%)
Owner Occupied CRE1e1National Unemployment (%) & Gross Domestic Product (%)
Non-Owner Occupied CRE1e2,1b,8National Unemployment (%) & Gross Domestic Product (%)
Commercial & Industrial, Agricultural, Non-Depository Financial Institutions, Purchase/Carry Securities, Other4a, 3, 9a, 9b1, 9b2, 10, OtherNational Unemployment (%) & National Retail Sales (%)
Consumer Auto6cNational Unemployment (%) & National Retail Sales (%)
Other Consumer6b, 6dNational Unemployment (%) & National Retail Sales (%)
Other Consumer - SPF6dNational Unemployment (%)
For all DCF models, management has determined that four quarters represents a reasonable and supportable forecast period and reverts to a historical loss rate over four quarters on a straight-line basis. Management leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by management when developing the forecast metrics.
The combination of adjustments for credit expectations (default and loss) and time expectations prepayment, curtailment, and time to recovery produces an expected cash flow stream at the instrument level. Instrument effective yield is calculated, net of the impacts of prepayment assumptions, and the instrument expected cash flows are then discounted at that effective yield to produce an instrument-level net present value of expected cash flows (“NPV”). An allowance for credit loss is established for the difference between the instrument’s NPV and amortized cost basis.
Construction/Land Development and OtherCommercial Real Estate Loans. We originate non-farm and non-residential loans (primarily secured by commercial real estate), construction/land development loans, and agricultural loans, which are generally secured by real estate located in our market areas. Our commercial mortgage loans are generally collateralized by first liens on real estate and amortized (where defined) over a 15 to 30-year period with balloon payments due at the end of one to five years. These loans are generally underwritten by assessing cash flow (debt service coverage), primary and secondary source of repayment, the financial strength of any guarantor, the strength of the tenant (if any), the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. Generally, we will loan up to 85% of the value of improved property, 65% of the value of raw land and 75% of the value of land to be acquired and developed. A first lien on the property and assignment of lease is required if the collateral is rental property, with second lien positions considered on a case-by-case basis.
Residential Real Estate Loans. We originate one to four family, residential mortgage loans generally secured by property located in our primary market areas. Residential real estate loans generally have a loan-to-value ratio of up to 90%. These loans are underwritten by giving consideration to many factors including the borrower’s ability to pay, stability of employment or source of income, debt-to-income ratio, credit history and loan-to-value ratio.

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Commercial and Industrial Loans. Commercial and industrial loans are made for a variety of business purposes, including working capital, inventory, equipment and capital expansion. The terms for commercial loans are generally one to seven years. Commercial loan applications must be supported by current financial information on the borrower and, where appropriate, by adequate collateral. Commercial loans are generally underwritten by addressing cash flow (debt service coverage), primary and secondary sources of repayment, the financial strength of any guarantor, the borrower’s liquidity and leverage, management experience, ownership structure, economic conditions and industry specific trends and collateral. The loan to value ratio depends on the type of collateral. Generally, accounts receivable are financed at between 50% and 80% of accounts receivable less than 60 days past due. Inventory financing will range between 50% and 80% (with no work in process) depending on the borrower and nature of inventory. We require a first lien position for those loans.
Consumer & Other Loans. Our consumer & other loans are primarily composed of loans to finance United States Coast Guard registered high-end sail and power boats. The performance of consumer & other loans will be affected by the local and regional economies as well as the rates of personal bankruptcies, job loss, divorce and other individual-specific characteristics.
Off-Balance Sheet Credit Exposures. The Company estimates expected credit losses over the contractual period in which the Company is exposed to credit risk via a contractual obligation to extend credit unless that obligation is unconditionally cancellable by the Company. The allowance for credit loss on off-balance sheet credit exposures is adjusted as a provision for credit loss expense. The estimate includes $146.6consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The Company uses the DCF method to estimate expected losses for all of Company’s off-balance sheet credit exposures through the use of the existing DCF models for the Company’s loan portfolio pools. The off-balance sheet credit exposures exhibit similar risk characteristics as loans currently in the Company’s loan portfolio.
During the year ended December 31, 2023, the Company recorded a $12.0 million of discountprovision for credit losses on purchased loans, atand the Company reversed $1.5 million in provision for unfunded commitments.
During the year ended December 31, 2017. The2022, the Company had $51.9completed the acquisition of Happy. As a result, the Company recorded $4.4 million in net loan discounts and $94.7a $16.8 million remaining ofnon-accretable discountincrease in the allowance for credit losses related to PCD loans. In addition, the Company recorded a $45.2 million provision for credit losses on purchasedacquired loans for the CECL "double count" and accretable discountan $11.4 million provision for credit losses on purchased loans, respectively, as of December 31, 2017. Theacquired unfunded commitments. In addition, the Company had $1.13 billion of purchased loans, which includes $100.1recorded a $5.0 million of discountprovision for credit losses on purchased loans atdue to increased loan growth. However, the Company determined that no additional provision was necessary for unfunded commitments as the current level of the reserve was considered adequate.
During the year ended December 31, 2016. The2021, the Company had $35.3 million and $64.9 million remaining ofnon-accretable discountdid not record a provision for credit losses on purchased loans and accretable discountas the level of the allowance for credit losses on purchased loans, respectively, as of December 31, 2016.

5. Allowance for Loan Losses, Credit Qualitywas considered adequate, and Other

The Company’s 2017 allowance for loan loss was significantly impacted by Hurricane Irma which made initial landfall in the Florida Keys and a second landfall just south of Naples, Florida, as a Category 4 hurricane on September 10, 2017. Based on initial assessments of the potential credit impact and damage to the approximately $2.41 billion in legacy loans receivable we have in the disaster area, the Company established a $32.9reversed $4.8 million storm-relatedin provision for loan losses as of December 31, 2017. The $32.9 million of storm-related provision for loan losses was calculated by taking a 5.0% allocation on the loans in the Florida Key loans receivable balances, a 5.0% allocation on specific large loans located in the path of the hurricane on the mainland of Florida, and a 0.75% allocation on balances in the remaining counties within the FEMA-designated disaster areas. As of December 31, 2017, charge-offs of $2.2 million have been taken against the storm-related provision for loan losses.

unfunded commitments.

The following table presents a summary of changesthe activity in the allowance for loan losses:

   December 31, 2017 
   (In thousands) 

Allowance for loan losses:

  

Beginning balance

  $80,002 

Loans charged off

   (17,471

Recoveries of loans previously charged off

   3,485 
  

 

 

 

Net loans recovered (charged off)

   (13,986
  

 

 

 

Provision for loan losses

   44,250 
  

 

 

 

Balance, December 31, 2017

  $110,266 
  

 

 

 

credit losses for the year ended December 31, 2023.

Year Ended December 31, 2023
Construction/
Land Development
Other
Commercial
Real Estate
Residential
Real Estate
Commercial
& Industrial
Consumer
& Other
Total
(In thousands)
Allowance for credit losses:
Beginning balance$32,243 $93,848 $50,963 $89,354 $23,261 $289,669 
Loans charged off(263)(2,335)(269)(9,157)(4,031)(16,055)
Recoveries of loans previously charged off113 533 329 583 1,112 2,670 
Net loans recovered (charged off)(150)(1,802)60 (8,574)(2,919)(13,385)
Provision for credit loss - loans1,784 (13,411)4,837 12,030 6,710 11,950 
Balance, December 31$33,877 $78,635 $55,860 $92,810 $27,052 $288,234 

The following tables presenttable presents the balance in the allowance for credit losses for the year ended December 31, 2022.
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Year Ended December 31, 2022
Construction/
Land Development
Other
Commercial
Real Estate
Residential
Real Estate
Commercial
& Industrial
Consumer
& Other
Total
(In thousands)
Allowance for credit losses:
Beginning balance$28,415 $87,218 $48,458 $53,062 $19,561 $236,714 
Allowance for credit losses on PCD loans - Happy acquisition950 9,283 980 5,596 16,816 
Loans charged off(1)— (446)(9,773)(7,047)(17,267)
Recoveries of loans previously charged off405 967 119 780 965 3,236 
Net loans recovered (charged off)404 967 (327)(8,993)(6,082)(14,031)
Provision for credit loss - acquired loans7,205 18,711 7,380 11,303 571 45,170 
Provision for credit loss - loans(4,731)(22,331)(5,528)28,386 9,204 5,000 
Balance, December 31$32,243 $93,848 $50,963 $89,354 $23,261 $289,669 
The following table presents the balance in the allowance for loan losses for the year ended December 31, 2017,2021.
Year Ended December 31, 2021
Construction/
Land Development
Other
Commercial
Real Estate
Residential
Real Estate
Commercial
& Industrial
Consumer
& Other
Total
(In thousands)
Allowance for loan losses:
Beginning balance$32,861 $88,453 $53,216 $46,530 $24,413 $245,473 
Loans charged off— (646)(545)(8,242)(2,228)(11,661)
Recoveries of loans previously charged off58 785 683 591 785 2,902 
Net loans recovered (charged off)58 139 138 (7,651)(1,443)(8,759)
Provision for credit loss - loans(4,504)(1,374)(4,896)14,183 (3,409)— 
Balance December 31$28,415 $87,218 $48,458 $53,062 $19,561 $236,714 
The following table presents the amortized cost basis of loans on nonaccrual status and the allowance for loan losses and recorded investment in loans based on portfolio segment by impairment methodpast due over 90 days still accruing as of December 31, 2017. Allocation2023 and 2022, respectively:
December 31, 2023
NonaccrualNonaccrual
With Reserve
Loans Past Due
Over 90 Days
Still Accruing
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$13,178 $— $2,177 
Construction/land development12,094 — 255 
Agricultural431 — — 
Residential real estate loans
Residential 1-4 family20,351 — 84 
Multifamily residential— — — 
Total real estate46,054 — 2,516 
Consumer3,423 — 79 
Commercial and industrial9,982 2,534 1,535 
Agricultural & other512 — — 
Total$59,971 $2,534 $4,130 
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Table of a portion of the allowance to one type ofContents
December 31, 2022
NonaccrualNonaccrual
With Reserve
Loans Past Due
Over 90 Days
Still Accruing
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$12,219 $8,383 $1,844 
Construction/land development1,977 — 31 
Agricultural278 — — 
Residential real estate loans
Residential 1-4 family18,083 — 1,374 
Multifamily residential— — — 
Total real estate32,557 8,383 3,249 
Consumer2,842 — 35 
Commercial and industrial14,920 — 6,300 
Agricultural & other692 — 261 
Total$51,011 $8,383 $9,845 
The Company had $60.0 million and $51.0 million in nonaccrual loans does not preclude its availability to absorb losses in other categories.

   Year Ended December 31, 2017 
   Construction/
Land
Development
  Other
Commercial
Real Estate
  Residential
Real Estate
  Commercial
& Industrial
  Consumer
& Other
  Unallocated  Total 
Allowance for loan losses:  (In thousands) 

Beginning balance

  $11,522  $28,188  $16,517  $12,756  $4,188  $6,831  $80,002 

Loans charged off

   (1,632  (3,749  (3,980  (5,578  (2,532  —     (17,471

Recoveries of loans previously charged off

   462   1,042   676   464   841   —     3,485 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net loans recovered (charged off)

   (1,170  (2,707  (3,304  (5,114  (1,691  —     (13,986

Provision for loan losses

   9,991   18,458   11,293   7,650   837   (3,979  44,250 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31

  $20,343  $43,939  $24,506  $15,292  $3,334  $2,852  $110,266 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   As of December 31, 2017 
   Construction/
Land
Development
  Other
Commercial
Real Estate
  Residential
Real Estate
  Commercial
& Industrial
  Consumer
& Other
  Unallocated  Total 
Allowance for loan losses:  (In thousands) 

Period end amount allocated to:

        

Loans individually evaluated for impairment

  $1,378  $768  $188  $843  $7  $—    $3,184 

Loans collectively evaluated for impairment

   18,954   42,824   23,341   14,290   3,310   2,852   105,571 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans evaluated for impairment balance, December 31

   20,332   43,592   23,529   15,133   3,317   2,852   108,755 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Purchased credit impaired loans

   11   347   977   159   17   —     1,511 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31

  $20,343  $43,939  $24,506  $15,292  $3,334  $2,852  $110,266 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans receivable:

        

Period end amount allocated to:

        

Loans individually evaluated for impairment

  $26,860  $124,124  $20,431  $21,867  $500  $—    $193,782 

Loans collectively evaluated for impairment

   1,658,519   4,442,201   2,341,081   1,261,161   236,392   —     9,939,354 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Loans evaluated for impairment balance, December 31

   1,685,379   4,566,325   2,361,512   1,283,028   236,892   —     10,133,136 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Purchased credit impaired loans

   15,112   116,021   50,102   14,369   2,448   —     198,052 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance, December 31

  $1,700,491  $4,682,346  $2,411,614  $1,297,397  $239,340  $—    $10,331,188 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The following tables present the balance in the allowance for loan losses for the loan portfolio for the yearperiods ended December 31, 2016,2023 and 2022, respectively. In addition, the allowance for loan lossesCompany had $4.1 million and recorded investment$9.8 million in loans based on portfolio segment by impairment methodpast due 90 days or more and still accruing for the periods ended December 31, 2023 and 2022, respectively.

The Company had $2.5 million and $8.4 million in nonaccrual loans with a specific reserve as of December 31, 2016. Allocation of a portion of2023 and 2022, respectively. Interest income recognized on the allowance to one type ofnon-accrual loans does not preclude its availability to absorb losses in other categories.

   Year Ended December 31, 2016 
   Construction/
Land
Development
  Other
Commercial
Real Estate
  Residential
Real Estate
  Commercial
& Industrial
  Consumer
& Other
  Unallocated   Total 
Allowance for loan losses:  (In thousands) 

Beginning balance

  $10,782  $26,798  $14,818  $9,324  $5,016  $2,486   $69,224 

Loans charged off

   (382  (3,586  (5,597  (5,778  (2,158  —      (17,501

Recoveries of loans previously charged off

   1,125   857   1,152   5,533   1,004   —      9,671 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net loans recovered (charged off)

   743   (2,729  (4,445  (245  (1,154  —      (7,830

Provision for loan losses

   (3  4,119   6,144   3,677   326   4,345    18,608 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance, December 31

  $11,522  $28,188  $16,517  $12,756  $4,188  $6,831   $80,002 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 
   As of December 31, 2016 
   Construction/
Land
Development
  Other
Commercial
Real Estate
  Residential
Real Estate
  Commercial
& Industrial
  Consumer
& Other
  Unallocated   Total 
Allowance for loan losses:  (In thousands) 

Period end amount allocated to:

         

Loans individually evaluated for impairment

  $15  $1,416  $103  $95  $—    $—     $1,629 

Loans collectively evaluated for impairment

   11,463   25,641   15,796   12,596   4,176   6,831    76,503 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Loans evaluated for impairment balance, December 31

   11,478   27,057   15,899   12,691   4,176   6,831    78,132 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Purchased credit impaired loans

   44   1,131   618   65   12   —      1,870 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance, December 31

  $11,522  $28,188  $16,517  $12,756  $4,188  $6,831   $80,002 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Loans receivable:

         

Period end amount allocated to:

         

Loans individually evaluated for impairment

  $12,374  $74,723  $35,187  $25,873  $1,096  $—     $149,253 

Loans collectively evaluated for impairment

   1,105,921   3,080,201   1,608,805   1,085,891   198,064   —      7,078,882 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Loans evaluated for impairment balance, December 31

   1,118,295   3,154,924   1,643,992   1,111,764   199,160   —      7,228,135 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Purchased credit impaired loans

   17,548   75,933   53,070   11,449   1,564   —      159,564 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance, December 31

  $1,135,843  $3,230,857  $1,697,062  $1,123,213  $200,724  $—     $7,387,699 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

The following tables present the balance in the allowance for loan losses for the loan portfolio for the yearyears ended December 31, 2015,2023, 2022 and 2021 was considered immaterial.

The following table presents the allowanceamortized cost basis of impaired loans by class of loans (which includes loans individually analyzed for loancredit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and recorded investment inrestructured loans based on portfolio segment by impairment methodmade to borrowers experiencing financial difficulty) as of December 31, 2015. Allocation2023 and 2022, respectively:
December 31, 2023
Commercial
Real Estate
Residential
Real Estate
Other
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$39,813 $— $— 
Construction/land development12,350 — — 
Agricultural431 — — 
Residential real estate loans
Residential 1-4 family— 21,386 — 
Multifamily residential— — — 
Total real estate52,594 21,386 — 
Consumer— — 3,511 
Commercial and industrial— — 16,890 
Agricultural & other— — 512 
Total$52,594 $21,386 $20,913 
120

Table of a portionContents
December 31, 2022
Commercial
Real Estate
Residential
Real Estate
Other
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$162,268 $— $— 
Construction/land development2,008 — — 
Agricultural278 — — 
Residential real estate loans
Residential 1-4 family— 20,832 — 
Multifamily residential— 969 — 
Total real estate164,554 21,801 — 
Consumer— — 2,888 
Commercial and industrial— — 30,334 
Agricultural & other— — 1,527 
Total$164,554 $21,801 $34,749 
The Company had $94.9 million and $221.1 million in impaired loans for the periods ended December 31, 2023 and 2022, respectively.
Loans that do not share risk characteristics are evaluated on an individual basis. For these loans, where the Company has determined that foreclosure of the collateral is probable, or where the borrower is experiencing financial difficulty and the Company expects repayment of the financial asset to be provided substantially through the operation or sale of the collateral, the allowance for credit losses is measured based on the difference between the fair value of the collateral, net of estimated costs to one typesell, and the amortized cost basis of loans does not preclude its availabilitythe loan as of the measurement date. When repayment is expected to absorbbe from the operation of the collateral, expected credit losses in other categories.

   Year Ended December 31, 2015 
   Construction/
Land
Development
  Other
Commercial
Real Estate
  Residential
Real Estate
  Commercial
&
Industrial
  Consumer
& Other
  Unallocated   Total 
Allowance for loan losses:  (In thousands) 

Beginning balance

  $8,548  $18,157  $14,607  $5,966  $5,799  $1,934   $55,011 

Loans charged off

   (644  (4,878  (4,717  (2,638  (3,075  —      (15,952

Recoveries of loans previously charged off

   236   762   915   802   827   —      3,542 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Net loans recovered (charged off)

   (408  (4,116  (3,802  (1,836  (2,248  —      (12,410

Provision for loan losses

   2,273   11,862   3,818   5,204   1,455   552    25,164 

Increase in FDIC indemnification asset

   369   895   195   (10  10   —      1,459 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance, December 31

  $10,782  $26,798  $14,818  $9,324  $5,016  $2,486   $69,224 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 
   As of December 31, 2015 
   Construction/
Land
Development
  Other
Commercial
Real Estate
  Residential
Real Estate
  Commercial
&
Industrial
  Consumer
& Other
  Unallocated   Total 
Allowance for loan losses:  (In thousands) 

Period end amount allocated to:

         

Loans individually evaluated for impairment

  $1,149  $2,115  $186  $921  $—    $—     $4,371 

Loans collectively evaluated for impairment

   9,506   24,511   12,157   8,383   5,006   2,486    62,049 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Loans evaluated for impairment balance, December 31

   10,655   26,626   12,343   9,304   5,006   2,486    66,420 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Purchased credit impaired loans

   127   172   2,475   20   10   —      2,804 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance, December 31

  $10,782  $26,798  $14,818  $9,324  $5,016  $2,486   $69,224 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Loans receivable:

         

Period end amount allocated to:

         

Loans individually evaluated for impairment

  $21,215  $55,858  $18,240  $6,290  $1,053  $—     $102,656 

Loans collectively evaluated for impairment

   901,147   2,887,880   1,490,866   825,640   179,391   —      6,284,924 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Loans evaluated for impairment balance, December 31

   922,362   2,943,738   1,509,106   831,930   180,444   —      6,387,580 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Purchased credit impaired loans

   22,425   99,624   111,429   18,657   1,856   —      253,991 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

Balance, December 31

  $944,787  $3,043,362  $1,620,535  $850,587  $182,300  $—     $6,641,571 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

 

are calculated as the amount by which the amortized cost basis of the loan exceeds the present value of expected cash flows from the operation of the collateral. When repayment is expected to be from the sale of the collateral, expected credit losses are calculated as the amount by which the amortized cost basis of the loan exceeds the fair value of the underlying collateral less estimated costs to sell. The allowance for credit losses may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the loan, net of estimated costs to sell.


121

Table of Contents
The following is an aging analysis for loans receivable for the years ended December 31, 2017 and 2016:

   December 31, 2017 
   Loans
Past Due
30-59 Days
   Loans
Past Due
60-89 Days
   Loans
Past Due
90 Days
or More
   Total
Past Due
   Current
Loans
   Total Loans
Receivable
   Accruing
Loans
Past Due
90 Days
or More
 
Real estate:  (In thousands) 

Commercial real estate loans

              

Non-farm/non-residential

  $6,331   $1,480   $12,719   $20,530   $4,579,587   $4,600,117   $3,119 

Construction/land development

   834    13    8,258    9,105    1,691,386    1,700,491    3,247 

Agricultural

   —      221    19    240    81,989    82,229    —   

Residential real estate loans

              

Residential1-4 family

   9,066    2,013    16,612    27,691    1,942,620    1,970,311    2,175 

Multifamily residential

   —      —      253    253    441,050    441,303    100 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   16,231    3,727    37,861    57,819    8,736,632    8,794,451    8,641 

Consumer

   252    51    171    474    45,674    46,148    26 

Commercial and industrial

   2,073    1,030    6,528    9,631    1,287,766    1,297,397    1,944 

Agricultural and other

   288    113    137    538    192,654    193,192    54 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $18,844   $4,921   $44,697   $68,462   $10,262,726   $10,331,188   $10,665 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   December 31, 2016 
   Loans
Past Due
30-59 Days
   Loans
Past Due
60-89 Days
   Loans
Past Due
90 Days
or More
   Total
Past Due
   Current
Loans
   Total Loans
Receivable
   Accruing
Loans
Past Due
90 Days
or More
 
Real estate:  (In thousands) 

Commercial real estate loans

              

Non-farm/non-residential

  $2,036   $686   $27,518   $30,240   $3,122,881   $3,153,121   $9,530 

Construction/land development

   685    16    7,042    7,743    1,128,100    1,135,843    3,086 

Agricultural

   —      —      435    435    77,301    77,736    —   

Residential real estate loans

              

Residential1-4 family

   6,972    1,287    23,307    31,566    1,324,570    1,356,136    2,996 

Multifamily residential

   —      —      262    262    340,664    340,926    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   9,693    1,989    58,564    70,246    5,993,516    6,063,762    15,612 

Consumer

   117    66    161    344    41,401    41,745    21 

Commercial and industrial

   984    582    3,464    5,030    1,118,183    1,123,213    309 

Agricultural and other

   782    10    935    1,727    157,252    158,979    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $11,576   $2,647   $63,124   $77,347   $7,310,352   $7,387,699   $15,942 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Non-accruing loans at December 31, 2017 and 2016 were $34.0 million and $47.2 million, respectively.

The following is a summary of the impaired loans as of December 31, 2017, 20162023 and 2015:

   December 31, 2017 
   Unpaid
Contractual
Principal
Balance
   Total
Recorded
Investment
   Allocation
of Allowance
for Loan
Losses
   Year Ended 
         Average
Recorded
Investment
   Interest
Recognized
 
Loans without a specific valuation allowance  (In thousands) 

Real estate:

  

Commercial real estate loans

          

Non-farm/non-residential

  $29   $29   $—     $23   $2 

Construction/land development

   64    64    —      31    3 

Agricultural

   19    —      —      —      1 

Residential real estate loans

          

Residential1-4 family

   115    115    —      135    7 

Multifamily residential

   —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   227    208    —      189    13 

Consumer

   18    —      —      —      1 

Commercial and industrial

   105    105    —      85    7 

Agricultural and other

   —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans without a specific valuation allowance

   350    313    —      274    21 

Loans with a specific valuation allowance

          

Real estate:

          

Commercial real estate loans

          

Non-farm/non-residential

   29,666    29,040    757    41,772    1,498 

Construction/land development

   12,976    12,157    1,378    10,556    262 

Agricultural

   281    303    11    268    11 

Residential real estate loans

          

Residential1-4 family

   19,770    18,689    124    22,347    363 

Multifamily residential

   1,627    1,627    64    1,412    81 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   64,320    61,816    2,334    76,355    2,215 

Consumer

   179    191    —      163    —   

Commercial and industrial

   16,777    13,007    843    9,726    121 

Agricultural and other

   297    309    7    644    8 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans with a specific valuation allowance

   81,573    75,323    3,184    86,888    2,344 

Total impaired loans

          

Real estate:

          

Commercial real estate loans

          

Non-farm/non-residential

   29,695    29,069    757    41,795    1,500 

Construction/land development

   13,040    12,221    1,378    10,587    265 

Agricultural

   300    303    11    268    12 

Residential real estate loans

          

Residential1-4 family

   19,885    18,804    124    22,482    370 

Multifamily residential

   1,627    1,627    64    1,412    81 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   64,547    62,024    2,334    76,544    2,228 

Consumer

   197    191    —      163    1 

Commercial and industrial

   16,882    13,112    843    9,811    128 

Agricultural and other

   297    309    7    644    8 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total impaired loans

  $81,923   $75,636   $3,184   $87,162   $2,365 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Note: Purchased credit impaired2022:

December 31, 2023
Loans
Past Due
30-59
Days
Loans
Past Due
60-89
Days
Loans
Past Due
90 Days
or More
Total
Past Due
Current
Loans
Total Loans
Receivable
Accruing
Loans
Past Due
90 Days
or More
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$8,124 $416 $15,355 $23,895 $5,526,059 $5,549,954 $2,177 
Construction/land development1,430 — 12,349 13,779 2,279,268 2,293,047 255 
Agricultural474 314 431 1,219 323,937 325,156 — 
Residential real estate loans
Residential 1-4 family4,346 1,423 20,435 26,204 1,818,056 1,844,260 84 
Multifamily residential— — — — 435,736 435,736 — 
Total real estate14,374 2,153 48,570 65,097 10,383,056 10,448,153 2,516 
Consumer1,022 303 3,502 4,827 1,148,863 1,153,690 79 
Commercial and industrial2,089 3,378 11,517 16,984 2,308,007 2,324,991 1,535 
Agricultural and other1,074 113 512 1,699 496,195 497,894 — 
Total$18,559 $5,947 $64,101 $88,607 $14,336,121 $14,424,728 $4,130 
December 31, 2022
Loans
Past Due
30-59
Days
Loans
Past Due
60-89
Days
Loans
Past Due
90 Days
or More
Total
Past Due
Current
Loans
Total Loans
Receivable
Accruing
Loans
Past Due
90 Days
or More
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$4,242 $2,117 $14,063 $20,422 $5,611,641 $5,632,063 $1,844 
Construction/land development4,042 1,892 2,008 7,942 2,127,324 2,135,266 31 
Agricultural1,469 193 278 1,940 344,871 346,811 — 
Residential real estate loans
Residential 1-4 family6,715 605 19,457 26,777 1,721,774 1,748,551 1,374 
Multifamily residential— — — — 578,052 578,052 — 
Total real estate16,468 4,807 35,806 57,081 10,383,662 10,440,743 3,249 
Consumer950 539 2,877 4,366 1,145,530 1,149,896 35 
Commercial and industrial3,007 1,075 21,220 25,302 2,323,961 2,349,263 6,300 
Agricultural and other1,065 57 953 2,075 467,503 469,578 261 
Total$21,490 $6,478 $60,856 $88,824 $14,320,656 $14,409,480 $9,845 
Non-accruing loans are accounted for on a pooled basis under ASC310-30. All of these pools are currently considered to be performing resulting in none of the purchased credit impaired loans being classified as impaired loans as ofwere $60.0 million and $51.0 million at December 31, 2017.

   December 31, 2016 
   Unpaid
Contractual
Principal
Balance
   Total
Recorded
Investment
   Allocation
of Allowance
for Loan
Losses
   Year Ended 
         Average
Recorded
Investment
   Interest
Recognized
 
Loans without a specific valuation allowance  (In thousands) 

Real estate:

  

Commercial real estate loans

          

Non-farm/non-residential

  $29   $29   $—     $23   $2 

Construction/land development

   —      —      —      6    —   

Agricultural

   40    —      —      —      2 

Residential real estate loans

          

Residential1-4 family

   231    231    —      119    15 

Multifamily residential

   —      —      —      19    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   300    260    —      167    19 

Consumer

   —      —      —      —      —   

Commercial and industrial

   124    124    —      64    8 

Agricultural and other

   —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans without a specific valuation allowance

   424    384    —      231    27 

Loans with a specific valuation allowance

          

Real estate:

          

Commercial real estate loans

          

Non-farm/non-residential

   52,477    50,355    1,414    42,979    1,335 

Construction/land development

   8,313    7,595    15    12,878    334 

Agricultural

   395    438    2    469    —   

Residential real estate loans

          

Residential1-4 family

   26,681    25,675    95    20,239    293 

Multifamily residential

   552    552    8    922    9 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   88,418    84,615    1,534    77,487    1,971 

Consumer

   165    161    —      223    3 

Commercial and industrial

   7,160    7,032    95    10,630    255 

Agricultural and other

   935    935    —      1,037    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans with a specific valuation allowance

   96,678    92,743    1,629    89,377    2,229 

Total impaired loans

          

Real estate:

          

Commercial real estate loans

          

Non-farm/non-residential

   52,506    50,384    1,414    43,002    1,337 

Construction/land development

   8,313    7,595    15    12,884    334 

Agricultural

   435    438    2    469    2 

Residential real estate loans

          

Residential1-4 family

   26,912    25,906    95    20,358    308 

Multifamily residential

   552    552    8    941    9 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   88,718    84,875    1,534    77,654    1,990 

Consumer

   165    161    —      223    3 

Commercial and industrial

   7,284    7,156    95    10,694    263 

Agricultural and other

   935    935    —      1,037    —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total impaired loans

  $97,102   $93,127   $1,629   $89,608   $2,256 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          

Note: Purchased credit impaired loans are accounted for on a pooled basis under ASC310-30. All of these pools are currently considered to be performing resulting in none of the purchased credit impaired loans being classified as impaired loans as of December 31, 2016.

   December 31, 2015 
   Unpaid
Contractual
Principal
Balance
   Total
Recorded
Investment
   Allocation
of Allowance
for Loan
Losses
   Year Ended 
         Average
Recorded
Investment
   Interest
Recognized
 
Loans without a specific valuation allowance  (In thousands) 

Real estate:

  

Commercial real estate loans

          

Non-farm/non-residential

  $29   $29   $—     $6   $2 

Construction/land development

   —      —      —      —      —   

Agricultural

   —      —      —      —      —   

Residential real estate loans

          

Residential1-4 family

   80    80    —      21    6 

Multifamily residential

   —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   109    109    —      27    8 

Consumer

   —      —      —      —      —   

Commercial and industrial

   12    12    —      2    1 

Agricultural and other

   —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans without a specific valuation allowance

   121    121    —      29    8 

Loans with a specific valuation allowance

          

Real estate:

          

Commercial real estate loans

          

Non-farm/non-residential

   47,861    44,872    2,115    43,900    1,139 

Construction/land development

   17,025    15,077    1,149    16,026    303 

Agricultural

   583    561    —      153    —   

Residential real estate loans

          

Residential1-4 family

   18,454    17,373    168    16,947    390 

Multifamily residential

   1,160    1,160    18    3,281    34 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   85,083    79,043    3,450    80,307    1,866 

Consumer

   306    286    —      570    7 

Commercial and industrial

   13,385    11,169    921    6,542    191 

Agricultural and other

   1,034    1,034    —      614    4 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total loans with a specific valuation allowance

   99,808    91,532    4,371    88,033    2,069 

Total impaired loans

          

Real estate:

          

Commercial real estate loans

          

Non-farm/non-residential

   47,890    44,887    2,115    43,906    1,141 

Construction/land development

   17,025    15,077    1,149    16,026    303 

Agricultural

   583    561    —      153    —   

Residential real estate loans

          

Residential1-4 family

   18,534    17,413    168    16,968    396 

Multifamily residential

   1,160    1,160    18    3,281    34 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   85,192    79,098    3,450    80,334    1,874 

Consumer

   306    286    —      570    7 

Commercial and industrial

   13,397    11,175    921    6,544    192 

Agricultural and other

   1,034    1,034    —      614    4 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total impaired loans

  $99,929   $91,593   $4,371   $88,062   $2,077 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
          

Note: Purchased credit impaired loans are accounted for on a pooled basis under ASC310-30. All of these pools are currently considered to be performing resulting in none of the purchased credit impaired loans being classified as impaired loans as of December 31, 2015.

2023 and 2022, respectively.

Interest recognized on impaired loans during the years ended December 31, 2017, 20162023, 2022 and 20152021 was approximately $2.4$2.5 million, $2.3$9.6 million and $2.1$14.7 million, respectively. The amount of interest recognized on impaired loans on the cash basis is not materially different than the accrual basis.


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Table of Contents
Credit Quality Indicators. As part of theon-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk rating of loans, (ii) the level of classified loans, (iii) net charge-offs,(iv) non-performing loans and (v) the general economic conditions in Arkansas, Florida, Texas, Alabama and New York.

The Company utilizes a risk rating matrix to assign a risk rating to each of its loans. Loans are rated on a scale from 1 to 8. Descriptions of the general characteristics of the 8 risk ratings are as follows:

Risk rating 1 – Excellent. Loans in this category are to persons or entities of unquestionable financial strength, a highly liquid financial position, with collateral that is liquid and well margined. These borrowers have performed without question on past obligations, and the Bank expects their performance to continue. Internally generated cash flow covers current maturities of long-term debt by a substantial margin. Loans secured by bank certificates of deposit and savings accounts, with appropriate holds placed on the accounts, are to be rated in this category.

Risk rating 2 – Good. These are loans to persons or entities with strong financial condition and above-average liquidity that have previously satisfactorily handled their obligations with the Bank. Collateral securing the Bank’s debt is margined in accordance with policy guidelines. Internally generated cash flow covers current maturities of long-term debt more than adequately. Unsecured loans to individuals supported by strong financial statements and on which repayment is satisfactory may be included in this classification.

Risk rating 3 – Satisfactory. Loans to persons or entities with an average financial condition, adequate collateral margins, adequate cash flow to service long-term debt, and net worth comprised mainly of fixed assets are included in this category. These entities are minimally profitable now, with projections indicating continued profitability into the foreseeable future. Closely held corporations or businesses where a majority of the profits are withdrawn by the owners or paid in dividends are included in this rating category. Overall, these loans are basically sound.

Risk rating 4 – Watch. Borrowers who have marginal cash flow, marginal profitability or have experienced an unprofitable year and a declining financial condition characterize these loans. The borrower has in the past satisfactorily handled debts with the Bank, but in recent months has either been late, delinquent in making payments, or made sporadic payments. While the Bank continues to be adequately secured, margins have decreased or are decreasing, despite the borrower’s continued satisfactory condition. Other characteristics of borrowers in this class include inadequate credit information, weakness of financial statement and repayment capacity, but with collateral that appears to limit exposure. Included in this category are loans to borrowers in industries that are experiencing elevated risk.

Risk rating 5 – Other Loans Especially Mentioned (“OLEM”). A loan criticized as OLEM has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. OLEM assets are not adversely classified and do not expose the institution to sufficient risk to warrant adverse classification.

Risk rating 6 – Substandard. A loan classified as substandard is inadequately protected by the sound worth and paying capacity of the borrower or the collateral pledged. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual assets.

Risk rating 7 – Doubtful.
Risk rating 1 – Excellent. Loans in this category are to persons or entities of unquestionable financial strength, a highly liquid financial position, with collateral that is liquid and well margined. These borrowers have performed without question on past obligations, and the Bank expects their performance to continue. Internally generated cash flow covers current maturities of long-term debt by a substantial margin. Loans secured by bank certificates of deposit and savings accounts, with appropriate holds placed on the accounts, are to be rated in this category.
Risk rating 2 – Good. These are loans to persons or entities with strong financial condition and above-average liquidity that have previously satisfactorily handled their obligations with the Bank. Collateral securing the Bank’s debt is margined in accordance with policy guidelines. Internally generated cash flow covers current maturities of long-term debt more than adequately. Unsecured loans to individuals supported by strong financial statements and on which repayment is satisfactory may be included in this classification.
Risk rating 3 – Satisfactory. Loans to persons or entities with an average financial condition, adequate collateral margins, adequate cash flow to service long-term debt, and net worth comprised mainly of fixed assets are included in this category. These entities are minimally profitable now, with projections indicating continued profitability into the foreseeable future. Closely held corporations or businesses where a majority of the profits are withdrawn by the owners or paid in dividends are included in this rating category. Overall, these loans are basically sound.
Risk rating 4 – Watch. Borrowers who have marginal cash flow, marginal profitability or have experienced an unprofitable year and a declining financial condition characterize these loans. The borrower has in the past satisfactorily handled debts with the Bank, but in recent months has either been late, delinquent in making payments, or made sporadic payments. While the Bank continues to be adequately secured, margins have decreased or are decreasing, despite the borrower’s continued satisfactory condition. Other characteristics of borrowers in this class include inadequate credit information, weakness of financial statement and repayment capacity, but with collateral that appears to limit exposure.
Risk rating 5 – Other Loans Especially Mentioned (“OLEM”). A loan criticized as OLEM has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. OLEM assets are not adversely classified and do not expose the institution to sufficient risks to warrant adverse classification.
Risk rating 6 – Substandard. A loan classified as substandard is inadequately protected by the sound worth and paying capacity of the borrower or the collateral pledged. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual assets.
Risk rating 7 – Doubtful. A loan classified as doubtful has all the weaknesses inherent in a loan classified as 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. These are poor quality loans in which neither the collateral, if any, nor the financial condition of the borrower presently ensure collectability in full in a reasonable period of time; in fact, there is permanent impairment in the collateral securing the loan.

Risk rating 8 – Loss.Assets classified as loss are considered uncollectible and of such little value that the continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather, it is not practical or desirable to defer writing off this basically worthless asset, even though partial recovery may occur in the future. This classification is based upon current facts, not probabilities. Assets classified as loss should becharged-off in the period in which they became uncollectible.

The Company’s classified loans include loans in risk ratings 6, 7which neither the collateral, if any, nor the financial condition of the borrower presently ensure collectability in full in a reasonable period of time; in fact, there is permanent impairment in the collateral securing the loan.

Risk rating 8 – Loss. Assets classified as loss are considered uncollectible and 8. The followingof such little value that the continuance as bankable assets is a presentation ofnot warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather, it is not practical or desirable to defer writing off this basically worthless asset, even though partial recovery may occur in the future. This classification is based upon current facts, not probabilities. Assets classified loans (excluding loans accounted for under ASC Topic310-30) by class as of December 31, 2017 and 2016:

   December 31, 2017 
   Risk Rated 6   Risk Rated 7   Risk Rated 8   Classified Total 
Real estate:  (In thousands) 

Commercial real estate loans

        

Non-farm/non-residential

  $20,933   $518   $—     $21,451 

Construction/land development

   24,013    204    —      24,217 

Agricultural

   321    —      —      321 

Residential real estate loans

        

Residential1-4 family

   23,420    564    —      23,984 

Multifamily residential

   939    —      —      939 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   69,626    1,286    —      70,912 

Consumer

   159    9    —      168 

Commercial and industrial

   12,818    80    —      12,898 

Agricultural and other

   136    —      —      136 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $82,739   $1,375   $—     $84,114 
  

 

 

   

 

 

   

 

 

   

 

 

 
   December 31, 2016 
   Risk Rated 6   Risk Rated 7   Risk Rated 8   Classified Total 
Real estate:  (In thousands) 

Commercial real estate loans

        

Non-farm/non-residential

  $43,657   $462   $—     $44,119 

Construction/land development

   8,619    33    —      8,652 

Agricultural

   759    —      —      759 

Residential real estate loans

        

Residential1-4 family

   28,846    445    —      29,291 

Multifamily residential

   1,391    —      —      1,391 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   83,272    940    —      84,212 

Consumer

   211    2    —      213 

Commercial and industrial

   16,991    170    —      17,161 

Agricultural and other

   935    —      —      935 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $101,409   $1,112   $—     $102,521 
  

 

 

   

 

 

   

 

 

   

 

 

 

loss should be charged-off in the period in which they became uncollectible.

Loans may be classified, but not considered impaired, due to one of the following reasons: (1) The Company has established minimum dollar amount thresholds for loan impairment testing. All loans over $2.0 million that are rated 5 – 8 are individually assessed for impairment on a quarterly basis. Loans rated 5 – 8 that fall under the threshold amount are not individually tested for impairment and therefore are not included in impaired loans; (2) of the loans that are above the threshold amount and tested for impairment, after testing, some are considered to not be impaired and are not included in impaired loans.

The following is a presentation

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Table of Contents
Based on the most recent analysis performed, the risk category of loans receivable by class and risk rating as of December 31, 20172023 and 2016:

   December 31, 2017 
   Risk
Rated 1
   Risk
Rated 2
   Risk
Rated 3
   Risk
Rated 4
   Risk
Rated 5
   Classified
Total
   Total 
Real estate:  (In thousands) 

Commercial real estate loans

              

Non-farm/non-residential

  $1,015   $558   $2,595,844   $1,745,778   $119,656   $21,451   $4,484,302 

Construction/land development

   28    583    280,980    1,373,133    6,438    24,217    1,685,379 

Agricultural

   —      19    53,018    27,515    1,150    321    82,023 

Residential real estate loans

              

Residential1-4 family

   1,140    969    1,414,849    475,619    11,658    23,984    1,928,219 

Multifamily residential

   —      —      329,070    103,071    213    939    433,293 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   2,183    2,129    4,673,761    3,725,116    139,115    70,912    8,613,216 

Consumer

   13,106    808    22,479    8,532    70    168    45,163 

Commercial and industrial

   20,870    7,543    627,316    592,088    22,313    12,898    1,283,028 

Agricultural and other

   1,986    3,914    147,323    38,370    —      136    191,729 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total risk rated loans

  $38,145   $14,394   $5,470,879   $4,364,106   $161,498   $84,114    10,133,136 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchased credit impaired loans

               198,052 
              

 

 

 

Total loans receivable

              $10,331,188 
              

 

 

 
   December 31, 2016 
   Risk
Rated 1
   Risk
Rated 2
   Risk
Rated 3
   Risk
Rated 4
   Risk
Rated 5
   Classified
Total
   Total 
Real estate:  (In thousands) 

Commercial real estate loans

              

Non-farm/non-residential

  $1,047   $4,762   $1,568,385   $1,425,316   $33,559   $44,119   $3,077,188 

Construction/land development

   400    981    180,094    921,081    7,087    8,652    1,118,295 

Agricultural

   —      157    53,753    22,238    829    759    77,736 

Residential real estate loans

              

Residential1-4 family

   2,336    1,683    941,760    324,045    10,360    29,291    1,309,475 

Multifamily residential

   —      —      278,514    45,742    8,870    1,391    334,517 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   3,783    7,583    3,022,506    2,738,422    60,705    84,212    5,917,211 

Consumer

   15,080    231    15,330    9,645    81    213    40,580 

Commercial and industrial

   13,117    3,644    500,220    558,413    19,209    17,161    1,111,764 

Agricultural and other

   3,379    976    82,641    70,649    —      935    158,580 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total risk rated loans

  $35,359   $12,434   $3,620,697   $3,377,129   $79,995   $102,521    7,228,135 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Purchased credit impaired loans

               159,564 
              

 

 

 

Total loans receivable

              $7,387,699 
              

 

 

 

2022 is as follows:

December 31, 2023
Term Loans Amortized Cost Basis by Origination Year  
20232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Risk rating 1$— $— $— $— $232 $116 $55 $403 
Risk rating 2— — — — 111 — — 111 
Risk rating 3305,742 584,860 568,413 243,177 216,746 934,111 440,414 3,293,463 
Risk rating 483,089 557,540 242,217 224,378 149,258 590,864 95,360 1,942,706 
Risk rating 5— — 10,000 — 14,095 42,694 758 67,547 
Risk rating 6— 8,198 9,958 23,743 24,380 179,350 95 245,724 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — — — 
Total non-farm/non-residential388,831 1,150,598 830,588 491,298 404,822 1,747,135 536,682 5,549,954 
Construction/land development
Risk rating 1$— $— $10 $— $— $— $— $10 
Risk rating 2759 — — — — 186 — 945 
Risk rating 3300,941 499,984 130,342 62,134 22,656 56,180 44,603 1,116,840 
Risk rating 4198,874 417,244 252,602 22,713 32,342 24,527 209,063 1,157,365 
Risk rating 5641 1,163 — 3,306 218 69 — 5,397 
Risk rating 6— 7,817 1,631 748 641 254 1,327 12,418 
Risk rating 7— — — — — — — — 
Risk rating 8— — 72 — — — — 72 
Total construction/land development501,215 926,208 384,657 88,901 55,857 81,216 254,993 2,293,047 
Agricultural
Risk rating 1$— $1,605 $— $— $— $— $— $1,605 
Risk rating 2247 — 1,936 — — — — 2,183 
Risk rating 330,252 43,291 22,919 25,992 10,678 43,284 20,104 196,520 
Risk rating 49,477 24,688 20,358 19,532 7,873 32,692 4,612 119,232 
Risk rating 5— — — — 314 571 — 885 
Risk rating 6— — 1,675 1,084 1,620 352 — 4,731 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — — — 
Total agricultural39,976 69,584 46,888 46,608 20,485 76,899 24,716 325,156 
Total commercial real estate loans$930,022 $2,146,390 $1,262,133 $626,807 $481,164 $1,905,250 $816,391 $8,168,157 
Residential real estate loans
Residential 1-4 family
Risk rating 1$— $— $— $— $— $144 $$146 
Risk rating 2259 — — — — 20 280 
Risk rating 3246,462 366,149 241,985 145,339 93,751 324,569 122,950 1,541,205 
Risk rating 414,992 37,444 55,406 21,240 13,313 67,084 62,356 271,835 
Risk rating 5— 243 246 479 831 1,343 40 3,182 
Risk rating 671 5,361 2,926 4,064 3,432 10,567 1,189 27,610 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — 
Total residential 1-4 family261,784 409,197 300,563 171,122 111,327 403,729 186,538 1,844,260 
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December 31, 2023
Term Loans Amortized Cost Basis by Origination Year  
20232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Multifamily residential
Risk rating 1$— $— $— $— $— $— $— $— 
Risk rating 2— — — — — — — — 
Risk rating 33,314 9,827 37,755 44,407 31,436 53,068 6,537 186,344 
Risk rating 4669 77,185 69,546 64,295 8,116 18,490 7,822 246,123 
Risk rating 5— — — — — 3,006 — 3,006 
Risk rating 6— — — — 263 — — 263 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — — — 
Total multifamily residential3,983 87,012 107,301 108,702 39,815 74,564 14,359 435,736 
Total real estate$1,195,789 $2,642,599 $1,669,997 $906,631 $632,306 $2,383,543 $1,017,288 $10,448,153 
Consumer
Risk rating 1$5,195 $2,952 $2,002 $839 $355 $1,114 $1,580 $14,037 
Risk rating 2— — — — 126 54 — 180 
Risk rating 3240,897 245,543 211,312 108,009 108,063 191,220 1,264 1,106,308 
Risk rating 49,597 7,534 2,479 69 109 6,073 214 26,075 
Risk rating 522 — 22 483 872 261 — 1,660 
Risk rating 6204 1,559 830 581 881 1,349 11 5,415 
Risk rating 715 — — — — — — 15 
Risk rating 8— — — — — — — — 
Total consumer255,930 257,588 216,645 109,981 110,406 200,071 3,069 1,153,690 
Commercial and industrial
Risk rating 13,757 $918 $1,120 $236 $121 $20,835 $12,644 $39,631 
Risk rating 2174 1,293 220 12 164 218 963 3,044 
Risk rating 3487,896 272,608 78,507 50,340 77,761 170,610 227,043 1,364,765 
Risk rating 4115,025 34,474 55,812 33,000 27,189 71,854 378,417 715,771 
Risk rating 521 547 16,318 3,352 201 980 1,767 23,186 
Risk rating 612,498 75,536 4,942 1,154 9,086 12,180 63,198 178,594 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — — — 
Total commercial and industrial619,371 385,376 156,919 88,094 114,522 276,677 684,032 2,324,991 
Agricultural and other
Risk rating 1$408 $131 $16 $105 $— $$563 $1,225 
Risk rating 2396 28 — 1,181 100 693 2,399 
Risk rating 352,758 45,796 31,378 26,918 3,059 43,984 145,419 349,312 
Risk rating 414,007 7,663 8,025 955 10,955 3,188 94,186 138,979 
Risk rating 5— 2,286 — 134 — 593 665 3,678 
Risk rating 671 33 63 108 — 370 1,656 2,301 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — — — 
Total agricultural and other67,640 55,937 39,483 28,220 15,195 48,237 243,182 497,894 
Total$2,138,730 $3,341,500 $2,083,044 $1,132,926 $872,429 $2,908,528 $1,947,571 $14,424,728 

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December 31, 2022
Term Loans Amortized Cost Basis by Origination Year  
20222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Risk rating 1$— $— $— $237 $— $132 $85 $454 
Risk rating 2— — — 118 — 3,992 — 4,110 
Risk rating 3616,809 509,269 263,188 279,157 322,278 852,727 374,371 3,217,799 
Risk rating 4438,565 341,047 235,669 161,421 321,188 482,437 139,203 2,119,530 
Risk rating 5— 757 1,145 14,417 35,273 37,561 95 89,248 
Risk rating 6876 196 14,247 26,649 4,720 153,909 194 200,791 
Risk rating 7131 — — — — — — 131 
Risk rating 8— — — — — — — — 
Total non-farm/non-residential1,056,381 851,269 514,249 481,999 683,459 1,530,758 513,948 5,632,063 
Construction/land development
Risk rating 1$— $11 $— $— $— $— $— $11 
Risk rating 2682 — — — — 210 — 892 
Risk rating 3421,774 283,546 83,631 48,350 19,340 34,910 75,797 967,348 
Risk rating 4354,852 512,541 58,368 79,924 11,520 43,634 65,960 1,126,799 
Risk rating 5— — 30,987 310 — 1,140 — 32,437 
Risk rating 6612 — 574 751 5,839 — 7,779 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — — — 
Total construction/land development777,920 796,098 173,560 129,335 30,863 85,733 141,757 2,135,266 
Agricultural
Risk rating 1$1,749 $— $— $— $— $— $— $1,749 
Risk rating 2— 2,048 — — — — — 2,048 
Risk rating 361,725 43,356 32,895 16,475 10,326 37,892 5,996 208,665 
Risk rating 418,870 25,252 20,532 8,706 3,154 42,886 4,755 124,155 
Risk rating 5— — — 326 — 603 — 929 
Risk rating 6— 1,630 1,623 4,972 — 1,040 — 9,265 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — — — 
Total agricultural82,344 72,286 55,050 30,479 13,480 82,421 10,751 346,811 
Total commercial real estate loans$1,916,645 $1,719,653 $742,859 $641,813 $727,802 $1,698,912 $666,456 $8,114,140 
Residential real estate loans
Residential 1-4 family
Risk rating 1$— $— $— $— $— $115 $40 $155 
Risk rating 2— — — — — 48 50 
Risk rating 3360,510 255,775 176,955 112,053 98,093 314,492 110,881 1,428,759 
Risk rating 437,471 35,875 61,418 11,871 15,577 61,034 65,674 288,920 
Risk rating 5— — — 3,049 226 328 — 3,603 
Risk rating 6849 2,423 3,564 3,521 2,536 12,662 1,508 27,063 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — 
Total residential 1-4 family398,830 294,073 241,937 130,494 116,432 388,680 178,105 1,748,551 
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December 31, 2022
Term Loans Amortized Cost Basis by Origination Year  
20222021202020192018PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Multifamily residential
Risk rating 1$— $— $— $— $— $— $— $— 
Risk rating 2— — — — — — — — 
Risk rating 338,830 37,566 14,127 33,813 13,098 60,117 6,534 204,085 
Risk rating 443,478 101,282 182,850 8,284 11,934 11,779 1,201 360,808 
Risk rating 5— — — — 3,142 7,897 — 11,039 
Risk rating 6— — — 302 — 1,818 — 2,120 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — — — 
Total multifamily residential82,308 138,848 196,977 42,399 28,174 81,611 7,735 578,052 
Total real estate$2,397,783 $2,152,574 $1,181,773 $814,706 $872,408 $2,169,203 $852,296 $10,440,743 
Consumer
Risk rating 1$5,332 $3,952 $1,134 $637 $552 $1,176 $1,467 $14,250 
Risk rating 2— — — 193 614 — — 807 
Risk rating 3284,828 276,044 146,256 132,763 118,244 135,266 16,093 1,109,494 
Risk rating 415,306 2,293 422 1,216 459 907 69 20,672 
Risk rating 5— 633 19 — 810 — 1,470 
Risk rating 6215 156 270 970 24 1,386 101 3,122 
Risk rating 7— — — — — — — — 
Risk rating 8— — — 77 — 81 
Total consumer305,684 283,078 148,102 135,779 119,901 139,622 17,730 1,149,896 
Commercial and industrial
Risk rating 1$3,450 $7,692 $268 $264 $16 $21,298 $8,832 $41,820 
Risk rating 21,590 305 27 198 — 226 781 3,127 
Risk rating 3301,063 126,312 80,636 73,360 71,964 112,017 253,111 1,018,463 
Risk rating 470,862 120,618 69,963 89,975 81,389 48,496 568,795 1,050,098 
Risk rating 583,272 14,762 159 1,408 6,815 185 75,891 182,492 
Risk rating 64,842 2,539 11,204 4,193 5,769 16,559 3,554 48,660 
Risk rating 7— — — — 4,316 202 85 4,603 
Risk rating 8— — — — — — — — 
Total commercial and industrial465,079 272,228 162,257 169,398 170,269 198,983 911,049 2,349,263 
Agricultural and other
Risk rating 1$297 $266 $115 $— $— $95 $722 $1,495 
Risk rating 2140 78 — 2,338 34 115 1,661 4,366 
Risk rating 385,707 36,004 30,546 4,725 7,986 46,748 131,760 343,476 
Risk rating 47,627 13,591 2,598 1,671 1,710 8,766 69,179 105,142 
Risk rating 5— 204 — — 593 745 1,550 
Risk rating 6— 58 157 11,137 304 949 944 13,549 
Risk rating 7— — — — — — — — 
Risk rating 8— — — — — — — — 
Total agricultural and other93,771 50,005 33,620 19,871 10,034 57,266 205,011 469,578 
Total$3,262,317 $2,757,885 $1,525,752 $1,139,754 $1,172,612 $2,565,074 $1,986,086 $14,409,480 





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The following table presents gross write-offs by origination date for the year ended December 31, 2023.
December 31, 2023
Term Loans Amortized Cost Basis by Origination Year
20232022202120202019PriorRevolving Loans Amortized Cost BasisTotal
(In thousands)
Real estate
Commercial real estate loans
Non-farm/non-residential$— $— $— $— $1,826 $502 $— $2,328 
Construction/land development— 168 — 88 — 263 
Agricultural— — — — — 
Residential real estate loans
Residential 1-4 family— 29 28 73 13 126 — 269 
Total real estate— 31 196 78 1,840 722 — 2,867 
Consumer— 51 44 98 63 263 25 544 
Commercial and industrial— 407 1,110 894 911 5,369 466 9,157 
Agricultural & other3,252 *64 164 3,487 
Total$3,252 $490 $1,351 $1,072 $2,878 $6,357 $655 $16,055 
*The 2023 write-off primarily consists of overdrafts.
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The Company considers the performance of the loan portfolio and its impact on the allowance for credit losses. The Company also evaluates credit quality based on the aging status of the loan, which was previously presented and by payment activity. The following tables present the amortized cost of performing and nonperforming loans as of December 31, 2023 and 2022.
December 31, 2023
Term Loans Amortized Cost Basis by Origination Year  
20232022202120202019PriorRevolving
Loans
Amortized
Cost Basis
Total
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Performing$388,831 $1,150,598 $821,373 $490,153 $404,061 $1,718,776 $536,349 $5,510,141 
Non-performing— — 9,215 1,145 761 28,359 333 39,813 
Total non-farm/ non-residential388,831 1,150,598 830,588 491,298 404,822 1,747,135 536,682 5,549,954 
Construction/land development
Performing501,215 918,390 382,954 88,204 55,239 81,028 253,667 2,280,697 
Non-performing— 7,818 1,703 697 618 188 1,326 12,350 
Total construction/ land development501,215 926,208 384,657 88,901 55,857 81,216 254,993 2,293,047 
Agricultural
Performing$39,976 $69,584 $46,809 $46,608 $20,485 $76,547 $24,716 $324,725 
Non-performing— — 79 — — 352 — 431 
Total agricultural39,976 69,584 46,888 46,608 20,485 76,899 24,716 325,156 
Total commercial real estate loans$930,022 $2,146,390 $1,262,133 $626,807 $481,164 $1,905,250 $816,391 $8,168,157 
Residential real estate loans
Residential 1-4 family
Performing$261,784 $405,239 $298,207 $167,475 $108,091 $396,130 $185,948 $1,822,874 
Non-performing— 3,958 2,356 3,647 3,236 7,599 590 21,386 
Total residential 1-4 family261,784 409,197 300,563 171,122 111,327 403,729 186,538 1,844,260 
Multifamily residential
Performing$3,983 $87,012 $107,301 $108,702 $39,815 $74,564 $14,359 $435,736 
Non-performing— — — — — — — — 
Total multifamily residential3,983 87,012 107,301 108,702 39,815 74,564 14,359 435,736 
Total real estate1,195,789 2,642,599 1,669,997 906,631 632,306 2,383,543 1,017,288 10,448,153 
Consumer
Performing$255,771 $256,826 $215,831 $109,442 $110,267 $198,982 $3,060 $1,150,179 
Non-performing159 762 814 539 139 1,089 3,511 
Total consumer255,930 257,588 216,645 109,981 110,406 200,071 3,069 1,153,690 
Commercial and industrial
Performing$616,809 $382,190 $156,056 $87,531 $111,529 $273,434 $680,552 $2,308,101 
Non-performing2,562 3,186 863 563 2,993 3,243 3,480 16,890 
Total commercial and industrial619,371 385,376 156,919 88,094 114,522 276,677 684,032 2,324,991 
Agricultural and other
Performing$67,569 $55,904 $39,473 $28,220 $15,195 $48,203 $242,818 $497,382 
Non-performing71 33 10 — — 34 364 512 
Total agricultural and other67,640 55,937 39,483 28,220 15,195 48,237 243,182 497,894 
Total$2,138,730 $3,341,500 $2,083,044 $1,132,926 $872,429 $2,908,528 $1,947,571 $14,424,728 

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December 31, 2022
Term Loans Amortized Cost Basis by Origination Year  
20222021202020192018PriorRevolving
Loans
Amortized
Cost Basis
Total
(In thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential
Performing$1,056,381 $851,269 $509,258 $456,196 $679,187 $1,403,874 $513,630 $5,469,795 
Non-performing— — 4,991 25,803 4,272 126,884 318 162,268 
Total non-farm/ non-residential1,056,381 851,269 514,249 481,999 683,459 1,530,758 513,948 5,632,063 
Construction/land development
Performing777,309 796,098 172,987 128,736 30,860 85,511 141,757 2,133,258 
Non-performing611 — 573 599 222 — 2,008 
Total construction/ land development777,920 796,098 173,560 129,335 30,863 85,733 141,757 2,135,266 
Agricultural
Performing$82,344 $72,286 $55,050 $30,479 $13,480 $82,143 $10,751 $346,533 
Non-performing— — — — — 278 — 278 
Total agricultural82,344 72,286 55,050 30,479 13,480 82,421 10,751 346,811 
Total commercial real estate loans$1,916,645 $1,719,653 $742,859 $641,813 $727,802 $1,698,912 $666,456 $8,114,140 
Residential real estate loans
Residential 1-4 family
Performing$397,464 $292,100 $239,047 $127,250 $114,337 $380,210 $177,311 $1,727,719 
Non-performing1,366 1,973 2,890 3,244 2,095 8,470 794 20,832 
Total residential 1-4 family398,830 294,073 241,937 130,494 116,432 388,680 178,105 1,748,551 
Multifamily residential
Performing$82,308 $138,848 $196,977 $42,399 $28,174 $80,642 $7,735 $577,083 
Non-performing— — — — — 969 — 969 
Total multifamily residential82,308 138,848 196,977 42,399 28,174 81,611 7,735 578,052 
Total real estate2,397,783 2,152,574 1,181,773 814,706 872,408 2,169,203 852,296 10,440,743 
Consumer
Performing$305,620 $282,944 $147,820 $134,831 $119,877 $138,288 $17,628 $1,147,008 
Non-performing64 134 282 948 24 1,334 102 2,888 
Total consumer305,684 283,078 148,102 135,779 119,901 139,622 17,730 1,149,896 
Commercial and industrial
Performing$464,285 $267,719 $159,152 $165,733 $160,267 $194,162 $907,611 $2,318,929 
Non-performing794 4,509 3,105 3,665 10,002 4,821 3,438 30,334 
Total commercial and industrial465,079 272,228 162,257 169,398 170,269 198,983 911,049 2,349,263 
Agricultural and other
Performing$93,771 $50,001 $33,416 $19,818 $10,034 $56,631 $204,380 $468,051 
Non-performing— 204 53 — 635 631 1,527 
Total agricultural and other93,771 50,005 33,620 19,871 10,034 57,266 205,011 469,578 
Total$3,262,317 $2,757,885 $1,525,752 $1,139,754 $1,172,612 $2,565,074 $1,986,086 $14,409,480 
The Company had approximately $69.0 million or 217 total revolving loans convert to term loans for the year ended December 31, 2023 compared to $28.3 million or 183 total revolving loans convert to term loans for the year ended December 31, 2022. These loans were considered immaterial for vintage disclosure inclusion.
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The following table presents the amortized cost basis of modified loans to borrowers experiencing financial difficulty by class and modification type at December 31, 2023. The percentage of the amortized cost basis of loans that were modified to borrowers in financial distress as compared to the amortized cost basis of each class of financing receivable is also presented below.
December 31, 2023
Combination of Modifications
Term ExtensionInterest Rate ReductionPrincipal ReductionInterest OnlyInterest Rate Reduction and Term ExtensionPrincipal Reduction and Interest Rate ReductionTerm Extension and Interest OnlyTerm Extension and Principal Reduction
Post-
Modification
Outstanding
Balance
Percentage of Total Class of Loans Receivable
(Dollars in thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$398 $— $— $1,537 $348 $— $16,023 $— $18,306 0.33 %
Construction/land development— — — 149 — — — — 149 0.01 %
Residential real estate loans
Residential 1-4 family560 598 106 59 516 — — 116 1,955 0.11 %
Total real estate958 598 106 1,745 864 — 16,023 116 20,410 0.20 %
Consumer14 — 10 — — — 30 — %
Commercial and industrial2,253 38 42 1,763 74 — — — 4,170 0.18 %
Total$3,225 $636 $149 $3,518 $938 $$16,023 $116 $24,610 0.17 %
During the year ended December 31, 2023, the Company restructured approximately $19.5 million in loans to 21 borrowers. The ending balance of these loans as of December 31, 2023, was $21.0 million. The Company considered the financial effect of these loan modifications to borrowers experiencing financial difficulty during the year ended December 31, 2023 immaterial for tabular disclosure inclusion. Three of the modified loans accounted for $18.2 million of the total post-modification outstanding balance. Two of the loans involved the loans being placed on interest only payments for 36 months and the term being extended an additional 36 months while the interest rate was increased by 9 basis points. The third loan involved a new loan being underwritten resulting in the term being extended by approximately 49 months and the interest rate increasing by 3.45 percentage points. None of the $24.6 million in restructured loans held by the Company were considered to be collateral dependent as of December 31, 2023.
The following table presents the amortized cost basis of loans that had a payment default during the year ended December 31, 2023 and were modified in the twelve months prior to that default to borrowers experiencing financial difficulty.
December 31, 2023
Term ExtensionInterest Rate ReductionPrincipal ReductionInterest OnlyCombination Interest Rate Reduction and Term ExtensionCombination Interest Rate Reduction and Principal ReductionCombination Term Extension and Principal Reduction
(Dollars in thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential$— $— $— $— $— $— $— 
Construction/land development— — — — — — — 
Agricultural— — — — — — — 
Residential real estate loans— 
Residential 1-4 family299 105 — 328 — 116 
Total real estate299 105 — 328 — 116 
Consumer14 — — 29 — — 
Commercial and industrial— — — — — — — 
Total$313 $105 $$29 $328 $$116 

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The Company closely monitors the performance of the loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The Company has modified 21 loans over the past 12 months to borrowers experiencing financial difficulty. The pre-modification balance of the loans was $19.5 million, and the ending balance as of December 31, 2023 was $21.0 million. The $21.0 million balance consists of $905,000 of non-accrual loans and $20.1 million of current loans, of which $1.5 million were 60-89 days past due as of December 31, 2023. The remaining balance of the loans was current as of December 31, 2023.
The following is a presentation of troubled debt restructurings (“TDRs”) by class as of December 31, 2017, 2016 and 2015:

   December 31, 2017 
   Number
of Loans
   Pre-
Modification
Outstanding
Balance
   Rate
Modification
   Term
Modification
   Rate
& Term
Modification
   Post-
Modification
Outstanding
Balance
 
Real estate:  (Dollars in thousands) 

Commercial real estate loans

            

Non-farm/non-residential

   16   $16,853   $8,815   $250   $5,513   $14,578 

Construction/land development

   5    782    689    75    —      764 

Agricultural

   2    345    282    22    —      304 

Residential real estate loans

            

Residential1-4 family

   21    5,607    1,926    81    1,238    3,245 

Multifamily residential

   3    1,701    1,340    —      287    1,627 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   47    25,288    13,052    428    7,038    20,518 

Consumer

   3    19    —      18    —      18 

Commercial and industrial

   11    951    445    50    1    496 

Agricultural and other

   1    166    166    —      —      166 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   62   $26,424   $13,663   $496   $7,039   $21,198 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   December 31, 2016 
   Number
of Loans
   Pre-
Modification
Outstanding
Balance
   Rate
Modification
   Term
Modification
   Rate
& Term
Modification
   Post-
Modification
Outstanding
Balance
 
Real estate:  (Dollars in thousands) 

Commercial real estate loans

            

Non-farm/non-residential

   17   $21,344   $14,600   $263   $5,542   $20,405 

Construction/land development

   1    560    556    —      —      556 

Agricultural

   2    146    —      43    80    123 

Residential real estate loans

            

Residential1-4 family

   21    5,179    2,639    124    1,017    3,780 

Multifamily residential

   1    295    —      —      290    290 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   42    27,524    17,795    430    6,929    25,154 

Commercial and industrial

   6    395    237    115    10    362 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   48   $27,919   $18,032   $545   $6,939   $25,516 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   December 31, 2015 
   Number
of Loans
   Pre-
Modification
Outstanding
Balance
   Rate
Modification
   Term
Modification
   Rate
& Term
Modification
   Post-
Modification
Outstanding
Balance
 
Real estate:  (Dollars in thousands) 

Commercial real estate loans

            

Non-farm/non-residential

   13   $14,422   $9,189   $273   $4,626   $14,088 

Construction/land development

   2    1,026    1,018    —      —      1,018 

Residential real estate loans

            

Residential1-4 family

   8    2,813    811    1,925    —      2,736 

Multifamily residential

   1    295    —      —      290    290 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   24    18,556    11,018    2,198    4,916    18,132 

Commercial and industrial

   2    69    —      69    —      69 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   26   $18,625   $11,018   $2,267   $4,916   $18,201 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

2022:

December 31, 2022
Number
of Loans
Pre-
Modification
Outstanding
Balance
Rate
Modification
Term
Modification
Rate
& Term
Modification
Post-
Modification
Outstanding
Balance
(Dollars in thousands)
Real estate:
Commercial real estate loans
Non-farm/non-residential11 $4,462 $1,395 $598 $436 $2,429 
Construction/land development216 177 — — 177 
Residential real estate loans
Residential 1-4 family14 2,115 772 145 290 1,207 
Multifamily residential1,130 969 — — 969 
Total real estate27 7,923 3,313 743 726 4,782 
Consumer18 11 — 12 
Commercial and industrial15 3,199 748 47 156 951 
Total44 $11,140 $4,072 $790 $883 $5,745 
The following is a presentation of TDRs onnon-accrual status as of December 31, 2017, 2016 and 20152022 because they are not in compliance with the modified terms:

   December 31, 2017   December 31, 2016   December 31, 2015 
   Number
of Loans
   Recorded
Balance
   Number
of Loans
   Recorded
Balance
   Number
of Loans
   Recorded
Balance
 
Real estate:  (Dollars in thousands) 

Commercial real estate loans

            

Non-farm/non-residential

   2   $1,161    2   $696    3   $1,604 

Agricultural

   1    22    2    123    —      —   

Residential real estate loans

            

Residential1-4 family

   8    850    13    2,240    2    1,812 

Multifamily residential

   1    153    —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total real estate

   12    2,186    17    3,059    5    3,416 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Commercial and industrial

   1    —      —      —      —      —   
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   13   $2,186    17   $3,059    5   $3,416 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 December 31, 2022
 Number of LoansRecorded Balance
 
Real estate:
Commercial real estate loans
Non-farm/non-residential$262 
Construction/land development177 
Residential real estate loans
Residential 1-4 family218 
Total real estate657 
Consumer
Commercial and industrial13 931 
Total21 $1,589 
Upon the Company's determination that a modified loan (or portion of a loan) has subsequently been deemed uncollectible, the loan (or a portion of the loan) is written off. Therefore, the amortized cost basis of the loan is reduced by the uncollectible amount and the allowance for credit losses on loans is adjusted by the same amount. The defaults impact the loss rate by applicable loan pool for the quarterly CECL calculation. For individually analyzed loans which are not considered to be collateral dependent, an allowance is recorded based on the loss rate for the respective pool within the collective evaluation.

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The Company has purchased loans for which there was, at acquisition, evidence of more than insignificant deterioration of credit quality since origination. The Company held approximately $130.7 million and $142.5 million in PCD loans, as of December 31, 2023 and 2022, respectively.The balance, as of December 31, 2023, consisted of $130.4 million resulting from the acquisition of Happy and $376,100 from the acquisition of LH-Finance. The balance, as of December 31, 2022, consisted of $142.1 million resulting from the acquisition of Happy and $415,000 from the acquisition of LH-Finance.
The following is a presentation of total foreclosed assets as of December 31, 20172023 and 2016:

   December 31, 2017   December 31, 2016 
   (In thousands) 

Commercial real estate loans

    

Non-farm/non-residential

  $9,766   $9,423 

Construction/land development

   5,920    4,009 

Agricultural

   —      —   

Residential real estate loans

    

Residential1-4 family

   2,654    2,076 

Multifamily residential

   527    443 
  

 

 

   

 

 

 

Total foreclosed assets held for sale

  $18,867   $15,951 
  

 

 

   

 

 

 

The following is a summary of the purchased credit impaired loans acquired in the GHI, BOC and Stonegate acquisitions during 2017 as of the dates of acquisition:

   GHI   BOC   Stonegate 

Contractually required principal and interest at acquisition

  $22,379   $18,586   $98,444 

Non-accretable difference (expected losses and foregone interest)

   4,462    2,811    23,297 
  

 

 

   

 

 

   

 

 

 

Cash flows expected to be collected at acquisition

   17,917    15,775    75,147 

Accretable yield

   2,071    1,043    11,761 
  

 

 

   

 

 

   

 

 

 

Basis in purchased credit impaired loans at acquisition

  $15,846   $14,732   $63,386 
  

 

 

   

 

 

   

 

 

 

Changes in the carrying amount of the accretable yield for purchased credit impaired loans were as follows for the year ended December 31, 2017 for the Company’s acquisitions:

   Accretable Yield  Carrying
Amount of
Loans
 
   (In thousands) 

Balance at beginning of period

  $38,212  $159,564 

Reforecasted future interest payments for loan pools

   5,586   —   

Accretion recorded to interest income

   (19,886  19,886 

Acquisitions

   14,875   93,964 

Adjustment to yield

   3,016   —   

Transfers to foreclosed assets held for sale

   —     (13,957

Payments received, net

   —     (61,405
  

 

 

  

 

 

 

Balance at end of period

  $41,803  $198,052 
  

 

 

  

 

 

 

The loan pools were evaluated by the Company and are currently forecasted to have a slowerrun-off than originally expected. As a result, the Company has reforecast the total accretable yield expectations for those loan pools by $5.6 million. This updated forecast does not change the expected weighted-average yields on the loan pools.

During the 2017 impairment tests on the estimated cash flows of loans, the Company established that several loan pools were determined to have a materially projected credit improvement. As a result of this improvement, the Company will recognize approximately $3.0 million as an additional adjustment to yield over the weighted-average life of the loans.

2022:

December 31, 2023December 31, 2022
(In thousands)
Commercial real estate loans
Non-farm/non-residential$29,894 $118 
Construction/land development47 47 
Residential real estate loans
Residential 1-4 family545 260 
Multifamily residential— 121 
Total foreclosed assets held for sale$30,486 $546 
6. Goodwill and Core Deposits and Other Intangibles

Deposit Intangible

Changes in the carrying amount and accumulated amortization of the Company’s goodwill and core deposits and other intangiblesdeposit intangible at December 31, 20172023 and 2016,2022, were as follows:

   December 31, 2017  December 31, 2016 
Goodwill  (In thousands) 

Balance, beginning of period

  $377,983  $377,983 

Acquisitions

   549,966   —   
  

 

 

  

 

 

 

Balance, end of period

  $927,949  $377,983 
  

 

 

  

 

 

 
   December 31, 2017  December 31, 2016 
Core Deposit and Other Intangibles  (In thousands) 

Balance, beginning of period

  $18,311  $21,443 

Acquisitions

   35,247   —   

Amortization expense

   (4,207  (3,132
  

 

 

  

 

 

 

Balance, end of year

  $49,351  $18,311 
  

 

 

  

 

 

 

December 31, 2023December 31, 2022
Goodwill(In thousands)
Balance, beginning of period$1,398,253 $973,025 
Acquisitions— 425,228 
Balance, end of period$1,398,253 $1,398,253 
December 31, 2023December 31, 2022
Core Deposit Intangible(In thousands)
Balance, beginning of period$58,455 $25,045 
Acquisitions— 42,263 
Amortization expense(9,685)(8,853)
Balance, end of year$48,770 $58,455 
The carrying basis and accumulated amortization of core deposits and other intangibles at December 31, 20172023 and 20162022 were:

   December 31, 2017  December 31, 2016 
   (In thousands) 

Gross carrying amount

  $86,625  $51,378 

Accumulated amortization

   (37,274  (33,067
  

 

 

  

 

 

 

Net carrying amount

  $49,351  $18,311 
  

 

 

  

 

 

 

December 31, 2023December 31, 2022
(In thousands)
Gross carrying amount$128,888 $128,888 
Accumulated amortization(80,118)(70,433)
Net carrying amount$48,770 $58,455 
Core deposit and other intangible amortization expense for the years ended December 31, 2017, 20162023, 2022 and 20152021 was approximately $4.2$9.7 million, $3.1$8.9 million and $4.1$5.7 million, respectively. CoreThe core deposit and other intangibles areintangible is tested annually for impairment during the fourth quarter. During the 20172023 review, no impairment was found. Including all of the mergers completed as of December 31, 2017,2023, HBI’s estimated amortization expense of the core deposits and other intangiblesdeposit intangible for each of the years 20182024 through 20222028 is approximately: 20182024 – $8.4 million; 2025 – $8.0 million; 2026 – $7.8 million; 2027 – $6.6 million; 2019million and 2028$6.5 million; 2020 – $5.9 million; 2021 – $5.7 million; 2022 – $5.7$4.2 million.


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The carrying amount of the Company’s goodwill was $927.9 million and $378.0 million$1.40 billion at both December 31, 20172023 and 2016, respectively.2022. Goodwill is tested annually for impairment during the fourth quarter.quarter or more frequently if changes or circumstances occur. During the 2017 review,2023 and 2022 reviews, no impairment was found. If the implied fair value of goodwill is lower than its carrying amount, goodwill impairment is indicated, and goodwill is written down to its implied fair value. Subsequent increases in goodwill value are not recognized in the consolidated financial statements.

7. Other Assets

Other assets consistsconsist primarily of equity securities without a readily determinable fair value and other miscellaneous assets. As of December 31, 20172023 and 20162022, other assets were $177.8$323.6 million and $129.3$321.2 million, respectively.

The Company has equity securities without readily determinable fair values. These equity securitiesvalues such as stock holdings in the Federal Home Loan Bank (“FHLB”) and the Federal Reserve Bank (“Federal Reserve”) which are outside the scope of ASC Topic 320,Investments-Debt and321, Investments – Equity Securities(“ASC Topic 321”). They include items such as stock holdings in Federal Home Loan Bank (“FHLB”), Federal Reserve Bank (“Federal Reserve”), Bankers’ Bank and other miscellaneous holdings. TheThese equity securities without a readily determinable fair value were $156.0$133.4 million and $112.4$135.3 million at December 31, 20172023 and 2016,December 31, 2022, respectively, and are accounted for at cost.

The Company also has equity securities such as stock holdings in First National Bankers’ Bank and other miscellaneous holdings which are accounted for under ASC Topic 321. These equity securities without a readily determinable fair value were $90.3 million and $80.6 million at December 31, 2023 and 2022, respectively. There were no transactions during the period that would indicate a material change in fair value.
8. Deposits

The aggregate amount of time deposits with a minimum denomination of $250,000 was $636.9$836.7 million and $569.1$333.2 million at December 31, 20172023 and 2016,2022, respectively. The aggregate amount of time deposits with a minimum denomination of $100,000 was $998.3 million$1.09 billion and $842.9$639.3 million at December 31, 20172023 and 2016,2022, respectively. Interest expense applicable to certificates in excess of $100,000 totaled $8.3$26.1 million, $4.4$3.4 million and $5.0$7.3 million for the years ended December 31, 2017, 20162023, 2022 and 2015,2021, respectively. As of December 31, 20172023 and 2016,2022, brokered deposits were $1.03 billion$401.0 million and $502.5$476.6 million, respectively.

The following is a summary of the scheduled maturities of all time deposits at December 31, 20172023 (in thousands):

One month or less

  $176,900 

Over 1 month to 3 months

   194,764 

Over 3 months to 6 months

   339,928 

Over 6 months to 12 months

   355,144 

Over 12 months to 2 years

   337,453 

Over 2 years to 3 years

   63,217 

Over 3 years to 5 years

   57,046 

Over 5 years

   1,979 
  

 

 

 

Total time deposits

  $1,526,431 
  

 

 

 

2024$1,342,054
2025275,134
202613,937
202712,178
20288,055
Thereafter505
Total time deposits$1,651,863
Deposits totaling approximately $1.51$3.05 billion and $1.23$2.65 billion at December 31, 20172023 and 2016,2022, respectively, were public funds obtained primarily from state and political subdivisions in the United States.








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9. Securities Sold Under Agreements to Repurchase

At December 31, 20172023 and 2016,2022, securities sold under agreements to repurchase totaled $147.8$142.1 million and $121.3$131.1 million, respectively. For the years ended December 31, 20172023 and 2016,2022, securities sold under agreements to repurchase daily weighted-average totaled $134.7$149.0 million and $120.6$129.0 million, respectively.

The gross amount of recognized liabilities for securities sold under agreements to repurchase was $147.8 million and $121.3 million at December 31, 2017 and 2016, respectively. The remaining contractual maturity of securities sold under agreements to repurchase in the consolidated balance sheets as of December 31, 20172023 and 20162022 is presented in the following tables:

   December 31, 2017 
   Overnight and
Continuous
   Up to 30
Days
   30-90
Days
   Greater than
90 Days
   Total 
   (In thousands) 

Securities sold under agreements to repurchase:

          

U.S. government-sponsored enterprises

  $11,525   $—     $—     $10,000   $21,525 

Mortgage-backed securities

   21,255    —      —      —      21,255 

State and political subdivisions

   85,428    —      —      —      85,428 

Other securities

   19,581    —      —      —      19,581 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total borrowings

  $137,789   $—     $—     $10,000   $147,789 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
   December 31, 2016 
   Overnight and
Continuous
   Up to 30
Days
   30-90
Days
   Greater than
90 Days
   Total 
   (In thousands) 

Securities sold under agreements to repurchase:

          

U.S. government-sponsored enterprises

  $1,918   $—     $—     $—     $1,918 

Mortgage-backed securities

   22,691    —      —      —      22,691 

State and political subdivisions

   74,559    —      —      —      74,559 

Other securities

   22,122    —      —      —      22,122 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total borrowings

  $121,290   $—     $—     $—     $121,290 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

table:

December 31, 2023December 31, 2022
Overnight and
Continuous
TotalOvernight and
Continuous
Total
(In thousands)
Securities sold under agreements to repurchase:
U.S. government-sponsored enterprises$— $— $5,322 $5,322 
Mortgage-backed securities— — 5,153 5,153 
State and political subdivisions— — 117,674 117,674 
Other securities142,085 142,085 2,997 2,997 
Total borrowings$142,085 $142,085 $131,146 $131,146 
10. FHLB and Other Borrowed Funds

The Company’s FHLB borrowed funds, which are secured by our loan portfolio, were $1.30 billion$600.0 million and $1.31 billion$650.0 million at December 31, 20172023 and 2016,2022, respectively. At December 31, 2017, $525.02023, the entire $600.0 million balance was classified as long-term advances. At December 31, 2022, $50.0 million and $774.2$600.0 million of the outstanding balance were issued as short-term and long-term advances, respectively. At December 31, 2016, $40.0 million and $1.27 billion of the outstanding balance were issuedwas classified as short-term and long-term advances, respectively. The FHLB advances mature from the current year2025 to 20252037 with fixed interest rates ranging from 0.636%3.37% to 5.96%4.84% and are secured by loans and investments securities. Expected maturities willcould differ from contractual maturities because the FHLB mayhas have the right to call or HBIthe Company has the right to prepay certain obligations.

Other borrowed funds were $701.3 million as of December 31, 2023 and were classified as short-term advances. The Company had no other borrowed funds as of December 31, 2022.
The Company had access to approximately $1.37 billion in liquidity with the Federal Reserve Bank as of December 31, 2023. This consisted of $89.8 million available from the Discount Window and $1.28 billion available through the Bank Term Funding Program ("BTFP"). As of December 31, 2023, the primary and secondary credit rates available through the Discount Window were 5.50% and 6.00%, respectively, and the BTFP rate was 4.84%. As of December 31, 2023, the Company had drawn $700.0 million from the BTFP in the ordinary course of business. These advances are included within other borrowed funds and are secured by certain investment securities within our investment portfolio.
Additionally, the Company had $695.3 million$1.33 billion and $516.2 million$1.14 billion at December 31, 20172023 and 2016,2022, respectively, in letters of credit under a FHLB blanket borrowing line of credit, which are used to collateralize public deposits at December 31, 20172023 and 2016,2022, respectively.

Maturities of borrowings with original maturities exceeding one year at December 31, 2017,2023, are as follows (in thousands):

   By
Contractual
Maturity
   By
Call Date
 

2018

  $984,279   $984,279 

2019

   143,070    143,070 

2020

   146,428    146,428 

2021

   —      —   

2022

   —      —   

Thereafter

   25,411    25,411 
  

 

 

   

 

 

 
  $1,299,188   $1,299,188 
  

 

 

   

 

 

 

11. Other Borrowings

The Company had zero other borrowings at December 31, 2017 and 2016. Additionally, the Company took out a $20.0 million line

By Contractual
Maturity
By
Call Date
2024$701,300 $1,101,300 
2025100,000 100,000 
2026100,000 100,000 
2027— — 
2028— — 
Thereafter400,000 — 
$1,301,300 $1,301,300 

135

Table of credit for general corporate purposes during 2015. The balance on this line of credit at December 31, 2017 and 2016 was zero.

12.Contents

11. Subordinated Debentures

Subordinated debentures consistsconsist of subordinated debt securities and guaranteed payments on trust preferred securities. As of December 31, 20172023 and 2016,2022, subordinated debentures were $368.0$439.8 million and $60.8$440.4 million, respectively.

Subordinated debentures at December 31, 20172023 and 20162022 contained the following components:

   

As of

December 31,

   As of
December 31,
 
   2017   2016 
   (In thousands) 

Trust preferred securities

    

Subordinated debentures, issued in 2006, due 2036, fixed rate of 6.75% during the first five years and at a floating rate of 1.85% above the three-month LIBOR rate, reset quarterly, thereafter, currently callable without penalty

  $3,093   $3,093 

Subordinated debentures, issued in 2004, due 2034, fixed rate of 6.00% during the first five years and at a floating rate of 2.00% above the three-month LIBOR rate, reset quarterly, thereafter, currently callable without penalty

   15,464    15,464 

Subordinated debentures, issued in 2005, due 2035, fixed rate of 5.84% during the first five years and at a floating rate of 1.45% above the three-month LIBOR rate, reset quarterly, thereafter, currently callable without penalty

   25,774    25,774 

Subordinated debentures, issued in 2004, due 2034, fixed rate of 4.29% during the first five years and at a floating rate of 2.50% above the three-month LIBOR rate, reset quarterly, thereafter, currently callable without penalty

   16,495    16,495 

Subordinated debentures, issued in 2005, due 2035, floating rate of 2.15% above the three-month LIBOR rate, reset quarterly, currently callable without penalty

   4,304    —   

Subordinated debentures, issued in 2006, due 2036, fixed rate of 7.38% during the first five years and at a floating rate of 1.62% above the three-month LIBOR rate, reset quarterly, thereafter, currently callable without penalty

   5,569    —   

Subordinated debt securities

    

Subordinated notes, net of issuance costs, issued in 2017, due 2027, fixed rate of 5.625% during the first five years and at a floating rate of 3.575% above the then three-month LIBOR rate, reset quarterly, thereafter, callable in 2022 without penalty

   297,332    —   
  

 

 

   

 

 

 

Total

  $368,031   $60,826 
  

 

 

   

 

 

 

As of
December 31, 2023
As of
December 31, 2022
(In thousands)
Subordinated debt securities
Subordinated notes issued in 2020, due 2030, fixed rate of 5.500% during the first five years and at a floating rate of 534.5 basis points above the then three-month SOFR rate, reset quarterly, thereafter, callable in 2025 without penalty$142,084 $143,400 
Subordinated notes, net of issuance costs, issued in 2022, due 2032, fixed rate of 3.125% during the first five years and at a floating rate of 182 basis points above the then three-month SOFR rate, reset quarterly, thereafter, callable in 2027 without penalty297,750 297,020 
Total$439,834 $440,420 
Trust Preferred Securities. TheOn April 1, 2022, the Company holdsacquired $23.2 million in trust preferred securities with a face amount of $73.3 millionfrom Happy which arewere currently callable without penalty based on the terms of the specific agreements. The trust preferred securities aretax-advantaged issues that qualify for Tier 1 capital treatment subject to certain limitations. Distributions on these securities are included in interest expense. EachDuring the second and third quarters of 2022, the trusts is a statutory business trust organized forCompany redeemed, without penalty, the sole purpose$23.2 million of issuing trust securities and investing the proceeds in the Company’s subordinated debentures, the sole asset of each trust. The trust preferred securities of each trust represent preferred beneficial interests in the assets of the respective trusts and are subject to mandatory redemption upon payment of the subordinated debentures held by the trust. The Company wholly owns the common securities of each trust. Each trust’s ability to pay amounts due on the trust preferred securities is solely dependent uponacquired from Happy. In addition, during the second and third quarters, the Company making payment onalso redeemed, without penalty, the related subordinated debentures. The Company’s obligations under the subordinated securities and other relevant trust agreements, in aggregate, constitute a full and unconditional guarantee by the Company$73.3 million of each respective trust’s obligations under the trust securities issued by each respective trust.

The Bank acquired $12.5 million in trust preferred securities withheld prior to the Happy acquisition. As a result, the Company no longer holds any trust preferred securities.

Subordinated Debt Securities. On April 1, 2022, the Company acquired $140.0 million in aggregate principal amount of 5.500% Fixed-to-Floating Rate Subordinated Notes due 2030 (the “2030 Notes”) from Happy, and the Company recorded approximately $144.4 million which included fair value of $9.8 million from the Stonegate acquisition.adjustments. The difference between the fair value purchased of $9.8 million and the $12.5 million face amount, will be amortized into interest expense over the remaining life2030 Notes are unsecured, subordinated debt obligations of the debentures. Company and will mature on July 31, 2030. From and including the date of issuance to, but excluding July 31, 2025 or the date of earlier redemption, the 2030 Notes will bear interest at an initial rate of 5.50% per annum, payable in arrears on January 31 and July 31 of each year. From and including July 31, 2025 to, but excluding, the maturity date or earlier redemption, the 2030 Notes will bear interest at a floating rate equal to the Benchmark rate (which is expected to be 3-month Secured Overnight Funding Rate (SOFR)), each as defined in and subject to the provisions of the applicable supplemental indenture for the 2030 Notes, plus 5.345%, payable quarterly in arrears on January 31, April 30, July 31, and October 31 of each year, commencing on October 31, 2025.
The associated subordinated debentures are redeemable,Company may, beginning with the interest payment date of July 31, 2025, and on any interest payment date thereafter, redeem the 2030 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to maturity at our option on a quarterly basis when100% of the principal amount of the 2030 Notes to be redeemed plus accrued and unpaid interest is due and payable and in wholeto but excluding the date of redemption. The Company may also redeem the 2030 Notes at any time, within 90 days followingincluding prior to July 31, 2025, at the occurrence and continuation of certain changesCompany’s option, in the tax treatment or capital treatmentwhole but not in part, subject to prior approval of the debentures.

Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2030 Notes for U.S. federal income tax purposes or preclude the 2030 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2030 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.

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

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The Company may, beginning with the interest payment date of January 30, 2027, and on any interest payment date thereafter, redeem the 2032 Notes, in whole or in part, subject to prior approval of the Federal Reserve if then required, at a redemption price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the 2032 Notes at any time, including prior to January 30, 2027, at the Company’s option, in whole but not in part, subject to prior approval of the Federal Reserve if then required, if certain events occur that could impact the Company’s ability to deduct interest payable on the 2032 Notes for U.S. federal income tax purposes or preclude the 2032 Notes from being recognized as Tier 2 capital for regulatory capital purposes, or if the Company is required to register as an investment company under the Investment Company Act of 1940, as amended. In each case, the redemption would be at a redemption price equal to 100% of the principal amount of the 2032 Notes plus any accrued and unpaid interest to, but excluding, the redemption date.
On April 3, 2017, the Company completed an underwritten public offering of $300.0 million in aggregate principal amount of its 5.625%Fixed-to-Floating Rate Subordinated Notes due 2027 (the “Notes”) for net proceeds, after underwriting discounts and issuance costs, of approximately $297.0 million. The Notes arewere unsecured, subordinated debt obligations and maturewould have matured on April 15, 2027. From and including the date of issuance to, but excluding April 15, 2022, the Notes bearbore interest at an initial rate of 5.625% per annum. From and including April 15, 2022 to, but excluding the maturity date or earlier redemption, the Notes willwere to bear interest at a floating rate equal to three-month LIBOR as calculated on each applicable date of determination plus a spread of 3.575%; provided, however, that in the event three-month LIBOR is less than zero, then three-month LIBOR shall bewould have been deemed to be zero.

The Company, may, beginning with the interest payment date of April 15, 2022, and on any interest payment date thereafter, was permitted to redeem the 2027 Notes, in whole or in part, at a redemption price equal to 100% of the principal amount of the 2027 Notes to be redeemed plus accrued and unpaid interest to but excluding the date of redemption. The Company may also redeem the Notes at any time, including prior toOn April 15, 2022, at its option, in whole but not in part, if: (i) a change or prospective change in law occurs that could prevent the Company from deducting interest payable oncompleted the Notes for U.S. federal income tax purposes; (ii) a subsequent event occurs that could preclude the Notes from being recognized as Tier 2 capital for regulatory capital purposes; or (iii) the Company is required to register as an investment company under the Investment Company Act of 1940, as amended; in each case, at a redemption price equal to 100%payoff of the 2027 Notes in aggregate principal amount of $300.0 million. Each 2027 Note was redeemed pursuant to the terms of the Subordinated Indenture, as supplemented by the First Supplemental Indenture, each dated as of April 3, 2017, between the Company and U.S. Bank Trust Company, National Association, the Trustee for the 2027 Notes, at the redemption price of 100% of its principal amount, plus any accrued and unpaid interest to, but excluding, the redemption date. The Notes provide the Company with additional Tier 2 regulatory capital to support expected future growth.

13.

12. Income Taxes

On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was signed into law. The TCJA makes broad and complex changes to the U.S. tax code that affected our income tax rate in 2017. The TCJA reduces the U.S. federal corporate income tax rate from 35% to 21%. The TCJA also establishes new tax laws that will affect 2018.

ASC 740 requires a company to record the effects of a tax law change in the period of enactment, however, shortly after the enactment of the TCJA, the SEC staff issued SAB 118, which allows a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the company has obtained, prepared and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year.

The following is a summary of the components of the provision (benefit) for income taxes for the years ended December 31, 2017, 20162023, 2022 and 2015:

   Year Ended December 31, 
   2017   2016   2015 
   (In thousands) 

Current:

      

Federal

  $76,569   $77,418   $61,007 

State

   25,347    15,377    12,117 
  

 

 

   

 

 

   

 

 

 

Total current

   101,916    92,795    73,124 
  

 

 

   

 

 

   

 

 

 

Deferred:

      

Federal

   25,607    10,600    5,980 

State

   8,477    2,105    1,188 
  

 

 

   

 

 

   

 

 

 

Total deferred

   34,084    12,705    7,168 
  

 

 

   

 

 

   

 

 

 

Income tax expense

  $136,000   $105,500   $80,292 
  

 

 

   

 

 

   

 

 

 

2021:

Year Ended December 31,
202320222021
(In thousands)
Current:   
Federal$99,938 $72,367 $70,536 
State23,093 14,733 23,350 
Total current123,031 87,100 93,886 
Deferred:
Federal(3,312)1,839 2,906 
State(765)374 962 
Total deferred(4,077)2,213 3,868 
Income tax expense$118,954 $89,313 $97,754 
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The reconciliation between the statutory federal income tax rate and effective income tax rate is as follows for the years ended December 31, 2017, 20162023, 2022 and 2015:

   Year Ended December 31, 
   2017  2016  2015 

Statutory federal income tax rate

   35.00  35.00  35.00

Effect ofnon-taxable interest income

   (1.57  (1.52  (1.91

Effect of gain on acquisitions

   (0.49  —     (0.26

Stock compensation

   (0.67  —     —   

State income taxes, net of federal benefit

   4.05   4.08   4.02 

Effect of tax rate change

   13.62   —     —   

Other

   0.23   (0.23  (0.10
  

 

 

  

 

 

  

 

 

 

Effective income tax rate

   50.17  37.33  36.75
  

 

 

  

 

 

  

 

 

 

As of December 31, 2017, the Company performed an analysis to determine the impact of the revaluation of the deferred tax asset of approximately $113.5 million. The impact as of December 31, 2017 of this was aone-timenon-cash charge to the income statement of approximately $36.9 million that reduced the Company’s 2017 earnings.

2021:

Year Ended December 31,
202320222021
Statutory federal income tax rate21.00 %21.00 %21.00 %
Effect of non-taxable interest income(0.68)(1.89)(1.03)
Stock compensation0.28 0.38 0.25 
State income taxes, net of federal benefit2.97 2.70 3.97 
Other(0.33)0.45 (0.74)
Effective income tax rate23.24 %22.64 %23.45 %
The types of temporary differences between the tax basis of assets and liabilities and their financial reporting amounts that give rise to deferred income tax assets and liabilities, and their approximate tax effects, are as follows:

   December 31, 2017   December 31, 2016 
   (In thousands) 

Deferred tax assets:

    

Allowance for loan losses

  $29,515   $31,381 

Deferred compensation

   1,142    3,925 

Stock compensation

   2,731    669 

Real estate owned

   1,731    2,296 

Unrealized loss on securitiesavailable-for-sale

   1,471    —   

Loan discounts

   32,784    9,157 

Tax basis premium/discount on acquisitions

   8,802    14,757 

Investments

   1,155    1,957 

Other

   11,663    8,361 
  

 

 

   

 

 

 

Gross deferred tax assets

   90,994    72,503 
  

 

 

   

 

 

 

Deferred tax liabilities:

    

Accelerated depreciation on premises and equipment

   291    2,154 

Unrealized gain on securitiesavailable-for-sale

   —      258 

Core deposit intangibles

   11,258    4,950 

FHLB dividends

   1,625    1,926 

Other

   1,256    1,917 
  

 

 

   

 

 

 

Gross deferred tax liabilities

   14,430    11,205 
  

 

 

   

 

 

 

Net deferred tax assets

  $76,564   $61,298 
  

 

 

   

 

 

 

December 31, 2023December 31, 2022
(In thousands)
Deferred tax assets:
Allowance for credit losses$81,251 $80,232 
Deferred compensation7,619 7,817 
Stock compensation6,803 6,180 
Non-accrual interest income1,463 1,518 
Real estate owned79 103 
Unrealized loss on Securities AFS82,613 98,587 
Loan discounts5,119 7,007 
Tax basis on acquisitions— 1,222 
Investments24,669 28,523 
Other14,691 8,007 
Gross deferred tax assets224,307 239,196 
Deferred tax liabilities:
Accelerated depreciation on premises and equipment1,477 4,252 
Tax basis on acquisitions4,061 — 
Core deposit intangibles11,021 14,755 
FHLB dividends2,351 2,681 
Other8,233 8,187 
Gross deferred tax liabilities27,143 29,875 
Net deferred tax assets$197,164 $209,321 
The Company and its subsidiaries filefiles income tax returns in the U.S. federal jurisdiction and the states of Arkansas, Alabama, Florida, New York and California.jurisdiction. The Company is no longer subject to U.S. federal and state tax examinations by tax authorities for years before 2013.

2019. The Company’s income tax returns are open and subject to examinations from the 2020 tax year and forward.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in income taxother non-interest expense. During the years ended December 31, 2017, 20162023, 2022 and 2015,2021, the Company did not recognize any significant interest or penalties. The Company did not have any interest or penalties accrued at December 31, 2017, 2016 and 2015.    

14.

13. Common Stock, Compensation Plans and Other

Common Stock

The Company’s Restated Articles of Incorporation, as amended, authorize the issuance of up to 200,000,000300,000,000 shares of common stock, par value $0.01 per share.

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The Company also has the authority to issue up to 5,500,000 shares of preferred stock, par value $0.01 per share under the Company’s Restated Articles of Incorporation.

Stock Repurchases

On January 20, 2017, the Company’s Board of Directors authorized the repurchase of up to an additional 5,000,000 shares of its common stock under the previously approved stock repurchase program, which brought the total amount of authorized shares to repurchase to 9,752,000 shares.

During 2017, the Company utilized a portion of this stock repurchase program.

During 2017,2023, the Company repurchased a total of 857,8002,225,849 shares with a weighted-average stock price of $24.29$21.69 per share. The 20172023 earnings were used to fund the repurchases during the year. Shares repurchased under the program as of December 31, 20172023 total 4,524,86422,985,715 shares. The remaining balance available for repurchase is 5,227,136was 16,766,285 shares at December 31, 2017. Additionally, on February2023.

Stock Compensation Plans
On January 21, 2018,2022, the Company’s Board of Directors ofadopted, and on April 21, 2022, the Company authorizedCompany's shareholders approved, the repurchase of up to an additional 5,000,000 shares ofHome BancShares, Inc. 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan replaced the Company’s common stock under this repurchase program.

Stock Compensation Plans

The Company has a stock option and performance incentive plan known as the Amended and Restated 2006 Stock Option and Performance Incentive Plan (the “Plan”“2006 Plan” and, together with the 2022 Plan, the “Plans”)., which expired on February 27, 2022. The purpose of the PlanPlans is to attract and retain highly qualified officers, directors, key employees, and other persons, and to motivate those persons to improve the Company’s business results. The Plan provides for the granting of incentive andnon-qualified stock options and other equity awards, including the issuance of restricted shares. As of December 31, 2017,2023, the maximum total number of shares of the Company’s common stock available for issuance under the 2022 Plan was 11,288,000. 14,788,000 shares (representing 13,288,000 shares approved for issuance under the 2006 Plan plus 1,500,000 shares added upon adoption of the 2022 Plan).At December 31, 2017,2023, the Company had approximately 2,319,0002,638,311 shares of common stock remaining available for future grants and approximately 4,593,0005,413,912 shares of common stock reserved for issuance pursuant to outstanding awards under the Plan.

Plans.

The intrinsic value of the stock options outstanding at December 31, 2017, 2016,2023, 2022, and 20152021 was $16.2$12.2 million, $30.2$7.8 million and $21.1$13.1 million, respectively. The intrinsic value of the stock options vested at December 31, 2017, 20162023, 2022 and 20152021 was $9.9$10.3 million, $12.1$7.5 million and $14.5$10.7 million, respectively.

The intrinsic value of the stock options exercised during 2017, 20162023, 2022 and 20152021 was $3.7$1.9 million, $8.0$1.8 million, and $7.2$2.0 million, respectively.

Total unrecognized compensation cost, net of income tax benefit, related tonon-vested awards, which are expected to be recognized over the vesting periods, was approximately $4.8$3.7 million as of December 31, 2017.

2023.

The table below summarized the stock option transactions under the Plan at December 31, 2017, 20162023, 2022 and 20152021 and changes during the years then ended:

   2017   2016   2015 
   Shares
(000)
  Weighted-
average
Exercisable
Price
   Shares
(000)
  Weighted-
average
Exercisable
Price
   Shares
(000)
  Weighted-
average
Exercisable
Price
 

Outstanding, beginning of year

   2,397  $15.19    2,794  $12.71    1,810  $5.90 

Granted

   80   25.96    140   21.25    1,486   18.15 

Forfeited/Expired

   —     —      (14  17.28    (40  20.16 

Exercised

   (203  7.82    (523  3.50    (462  2.90 
  

 

 

    

 

 

    

 

 

  

Outstanding, end of year

   2,274   16.23    2,397   15.19    2,794   12.71 
  

 

 

    

 

 

    

 

 

  

Exercisable, end of year

   1,016  $13.55    639  $8.88    960  $5.13 
  

 

 

    

 

 

    

 

 

  

202320222021
Shares
(000)
Weighted-
average
Exercisable
Price
Shares
(000)
Weighted-
average
Exercisable
Price
Shares
(000)
Weighted-
average
Exercisable
Price
Outstanding, beginning of year2,971 $20.45 3,015 $20.06 3,254 $19.77 
Granted25 22.63 183 21.13 15 21.68 
Forfeited/Expired(10)23.38 (96)21.89 (57)22.44 
Exercised(210)14.01 (131)11.30 (197)14.78 
Outstanding, end of year2,776 20.95 2,971 20.45 3,015 20.06 
Exercisable, end of year1,940 20.05 1,837 18.89 1,543 17.46 
Stock-based compensation expense for stock-based compensation awards granted is based on the grant-date fair value. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Accordingly, while management believes that the Black-Scholes option-pricing model provides a reasonable estimate of fair value, the model does not necessarily provide the best single measure of fair value for the Company’sCompany's employee stock options. The weighted-average fair value of options granted during the year ended December 31, 20172023 was $7.10 per share. The$5.37, and the weighted-average fair value of options granted during the year ended December 31, 20162022 was $5.08 per share.$5.21. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model based on the weighted-average assumptions for expected dividend yield, expected stock price volatility, risk-free interest rate, and expected life of options granted.

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The assumptions used in determining the fair value of 2017, 20162023, 2022 and 20152021 stock option grants were as follows:

   For the Years Ended December 31, 
   2017  2016  2015 

Expected dividend yield

   1.39  1.65  1.60

Expected stock price volatility

   28.47  26.66  25.91

Risk-free interest rate

   2.06  1.65  1.74

Expected life of options

   6.5 years   6.5 years   6.5 years 

For the Years Ended December 31,
202320222021
Expected dividend yield2.98 %3.14 %2.59 %
Expected stock price volatility27.97 %31.18 %70.13 %
Risk-free interest rate3.37 %2.82 %0.75 %
Expected life of options6.5 years6.5 years6.5 years
The following is a summary of currently outstanding and exercisable options at December 31, 2017:

Options Outstanding

   Options Exercisable 

Exercise Prices

  Options
Outstanding
Shares

(000)
   Weighted-
Average
Remaining
Contractual
Life
(in years)
   Weighted-
Average
Exercise
Price
   Options
Exercisable
Shares
(000)
   Weighted-
Average
Exercise
Price
 

$  2.10 to $  2.66

   17    1.34   $2.58    17   $2.58 

$  4.27 to $  4.30

   81    0.04    4.27    81    4.27 

$  5.68 to $  6.56

   102    3.56    6.43    102    6.43 

$  8.62 to $  9.54

   279    5.17    9.08    219    9.07 

$14.71 to $16.86

   262    6.75    16.00    124    16.12 

$17.12 to $17.40

   203    6.91    17.19    93    17.25 

$18.46 to $18.46

   1,050    7.65    18.46    329    18.46 

$20.16 to $20.58

   80    7.76    20.37    27    20.34 

$21.25 to $21.25

   120    8.31    21.25    24    21.25 

$25.96 to $25.96

   80    9.30    25.96    —      —   
  

 

 

       

 

 

   
   2,274        1,016   
  

 

 

       

 

 

   

2023:

Options OutstandingOptions Exercisable
Exercise PricesOptions
Outstanding
Shares
(000)
Weighted-
Average
Remaining
Contractual
Life (in years)
Weighted-
Average
Exercise
Price
Options
Exercisable
Shares
(000)
Weighted-
Average
Exercise
Price
$14.00 to $15.99100 1.04$14.71 100 $14.71 
$16.00 to $17.99172 0.9116.92 172 16.92 
$18.00 to $19.99836 1.7918.48 829 18.48 
$20.00 to $21.99268 4.7220.87 191 20.98 
$22.00 to $23.991,309 4.6523.22 577 23.14 
$24.00 to $25.9991 4.4025.59 71 25.95 
2,776 1,940 
The table below summarizes the activity for the Company’s restricted stock issued and outstanding at December 31, 2017, 20162023, 2022 and 20152021 and changes during the years then ended:

   2017   2016   2015 
   (In thousands) 

Beginning of year

   958    975    514 

Issued

   232    244    704 

Vested

   (45   (256   (204

Forfeited

   —      (5   (39
  

 

 

   

 

 

   

 

 

 

End of year

   1,145    958    975 
  

 

 

   

 

 

   

 

 

 

Amount of expense for twelve months ended

  $5,237   $4,049   $2,511 
  

 

 

   

 

 

   

 

 

 

202320222021
(In thousands)
Beginning of year1,381 1,231 1,371 
Issued261 409 216 
Vested(152)(178)(320)
Forfeited(61)(81)(36)
End of year1,429 1,381 1,231 
Amount of expense for twelve months ended$8,016 $7,646 $7,112 
Total unrecognized compensation cost, net of income tax benefit, related tonon-vested restricted stock awards, which are expected to be recognized over the weighted-average remaining contractual life of 3.14 years,vesting periods, was approximately $12.9$11.1 million as of December 31, 2017.

15.2023.

140

14. Non-Interest Expense

The table below shows the components ofnon-interest expense for years ended December 31:

   2017   2016   2015 
   (In thousands) 

Salaries and employee benefits

  $119,369   $101,962   $87,512 

Occupancy and equipment

   30,611    26,129    25,967 

Data processing expense

   11,998    10,499    10,774 

Other operating expenses:

      

Advertising

   3,203    3,332    2,986 

Merger and acquisition expenses

   25,743    433    4,800 

FDIC loss sharebuy-out expense

   —      3,849    —   

Amortization of intangibles

   4,207    3,132    4,079 

Electronic banking expense

   6,662    5,742    5,166 

Directors’ fees

   1,259    1,150    1,071 

Due from bank service charges

   1,602    1,354    1,096 

FDIC and state assessment

   5,239    5,491    5,287 

Insurance

   2,512    2,193    2,542 

Legal and accounting

   2,993    2,206    2,028 

Other professional fees

   5,359    4,049    3,226 

Operating supplies

   1,978    1,758    1,880 

Postage

   1,184    1,084    1,196 

Telephone

   1,374    1,751    1,917 

Other expense

   14,915    15,641    16,028 
  

 

 

   

 

 

   

 

 

 

Total other operating expenses

   78,230    53,165    53,302 
  

 

 

   

 

 

   

 

 

 

Totalnon-interest expense

  $240,208   $191,755   $177,555 
  

 

 

   

 

 

   

 

 

 

16.31, 2023, 2022 and 2021:

202320222021
(In thousands)
Salaries and employee benefits$256,966 $238,885 $170,755 
Occupancy and equipment60,303 53,417 36,631 
Data processing expense36,329 34,942 24,280 
Merger expense— 49,594 1,886 
Other operating expenses:
Advertising8,850 7,974 4,855 
Amortization of intangibles9,685 8,853 5,683 
Electronic banking expense14,313 13,632 9,817 
Directors' fees1,814 1,491 1,614 
Due from bank service charges1,115 1,255 1,044 
FDIC and state assessment25,530 8,428 5,472 
Hurricane expense— 176 — 
Insurance3,567 3,705 3,118 
Legal and accounting5,230 9,401 3,703 
Other professional fees8,815 8,881 6,950 
Operating supplies3,138 3,120 1,915 
Postage2,081 2,078 1,283 
Telephone2,160 1,890 1,425 
Other expense32,967 27,905 18,086 
Total other operating expenses119,265 98,789 64,965 
Total non-interest expense$472,863 $475,627 $298,517 
15. Employee Benefit Plans

401(k) and Employee Stock Ownership Plan

The Company has a retirement savingscombined 401(k) plan and employee stock ownership plan, named the Home BancShares, Inc. 401(k) and Employee Stock Ownership Plan, in which substantially all employees may participate. The Company matches employees’ contributions based on a percentage of salary contributed by participants. As of December 31, 2023, participants in the plan held approximately1.3 millionshares of the Company’s stock.These shares are allocated to the individual employees that have elected to own stock within the plan. While the plan also allows for discretionary employer contributions, no discretionary contributions were made for the years ended 2017, 20162023, 2022 and 2015.2021. The Company’s expense for the plan was approximately $1.6$3.4 million, $1.4$3.1 million and $1.2$2.5 million in 2017, 20162023, 2022 and 2015,2021, respectively, which is included in salaries and employee benefits expense.

Chairman’s Retirement Plan

On April 20, 2007, the Company’s Board of Directors approved a Chairman’s Retirement Plan for John W. Allison, the Company’s Chairman. The Chairman’s Retirement Plan provides a supplemental retirement benefit of $250,000 a year for 10 consecutive years or until Mr. Allison’s death, whichever occurs later. During 2011, Mr. Allison reached the age of 65 and became 100% vested in the plan. Therefore, he began receiving the supplemental retirement benefit due to him. He received $250,000 of this benefit during 2017, 20162023, 2022 and 2015,2021, respectively. An expense of approximately $148,000, $155,000$84,787, $97,449 and $163,000$109,140 was accrued for 2017, 20162023, 2022 and 20152021 for this plan, respectively.

17.


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Table of Contents
16. Related Party Transactions

In the ordinary course of business, loans may be made to officers and directors and their affiliated companies at substantially the same terms as comparable transactions with other borrowers. At December 31, 20172023 and 2016,2022, related party loans were approximately $57.1$63.2 million and $51.6$76.5 million, respectively. New loans and advances on prior commitments made to the related parties were $12.0 million$662,000 and $5.0$24.8 million for the years ended December 31, 20172023 and 2016,2022, respectively. Repayments of loans made by the related parties were $6.0$11.0 million and $4.7$9.1 million for the years ended December 31, 20172023 and 2016,2022, respectively.

At December 31, 20172023 and 2016,2022, directors, officers, and other related interest parties had demand,non-interest-bearing deposits of approximately $2.0$4.3 million and $849,000,$7.7 million, respectively, savings and interest-bearing transaction accounts of approximately $10.3$11.6 million and $25.9$10.9 million, respectively, and time certificates of deposit of approximately $445,000$878,000 and $957,000,$390,000, respectively.

During each of 2017, 20162023, 2022 and 2015,2021, rent expense totaling approximately $100,000$139,000, $137,000 and $143,000, respectively, was paid to related parties.

In September 2017, the Company purchased a used airplane that was formerly owned by Capital Buyers, a company owned by the Company’s Chairman, John W. Allison, for a cash purchase price of $3.3 million. The purchase price paid by the Company was determined based on an independent third party appraisal.

In May 2017, the Company sold its 50% interest in the previous airplane to the unaffiliated third party with whom the Companyco-owned that plane. Prior to such sale, the Company and the third party each contributed $50,000 annually, and our Chairman, Mr. Allison, contributed $25,000 annually, toward the fixed cost of the plane. Each of us, the Company, the third party and Mr. Allison, shared an aggregate time allotment for use of the plane, split 40%, 40% and 20%, respectively. Any user that went over its or his time allotment was billed at a rate of $600 per hour. The Company continues to lease a hangar from Mr. Allison for an aggregate annual rent of $9,000.

18.

17. Leases

The Company leases certainland and office facilities under long-term, non-cancelable operating lease agreements. The leases expire at various dates through 2044 and do not include renewal options based on economic factors that would have implied that continuation of the lease was reasonably certain. Certain leases provide for increases in future minimum annual rental payments as defined in the lease agreements. The leases generally include real estate taxes and common area maintenance (“CAM”) charges in the rental payments. Short-term leases are leases having a term of twelve months or less. The Company does not separate nonlease components from the associated lease component of our operating leases. As a result, the Company accounts for these components as a single component under Topic 842 since (i) the timing and pattern of transfer of the nonlease components and the associated lease component are the same and (ii) the lease component, if accounted for separately, would be classified as an operating lease. The Company recognizes short-term leases on a straight-line basis and does not record a related right-of-use ("ROU") asset and liability for such leases. In addition, equipment leases were determined to be immaterial and a related ROU asset and liability for such leases is not recorded.
As of December 31, 2023, the balances of the ROU asset and lease liability were $42.2 million and $45.0 million, respectively. As of December 31, 2022, the balances of the ROU asset and lease liability were $42.9 million and $46.0 million, respectively. The ROU asset is included in bank premises and equipment, under noncancelable operating leases with terms up to 21 years which are charged to expense overnet, and the lease term as it becomes payable. The Company’s leases do not have rent holidays. In addition, any rent escalations are tied to the consumer price index or contain nominal increases and are notliability is included in the calculation of current lease expense due to the immaterial amount. At December 31, 2017, theaccrued interest payable and other liabilities.
The minimum rental commitments under these noncancelable operating leases are as follows (in thousands):

2018

  $8,543 

2019

   7,811 

2020

   7,167 

2021

   5,685 

2022

   4,182 

Thereafter

   28,799 
  

 

 

 
  $62,187 
  

 

 

 

19.as of December 31, 2023 and 2022:

December 31, 2023
(In thousands)
2024$9,373 
20258,549 
20268,111 
20277,223 
20285,496 
Thereafter19,827 
Total future minimum lease payments$58,579 
Discount effect of cash flows(13,551)
Present value of net future minimum lease payments$45,028 
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Table of Contents
December 31, 2022
(In thousands)
2023$8,332 
20247,463 
20256,739 
20266,352 
20275,821 
Thereafter24,591 
Total future minimum lease payments$59,298 
Discount effect of cash flows(13,344)
Present value of net future minimum lease payments$45,954 
Additional information:
Year Ended
December 31, 2023
Year Ended
December 31, 2022
Year Ended
December 31, 2021
(In thousands)
Lease expense:
Operating lease expense$8,087$7,995$7,857
Short-term lease expense36
Variable lease expense1,1058731,028
Total lease expense$9,192$8,871$8,891
Other information:
Cash paid for amounts included in the measurement of lease liabilities$8,384$8,128$7,881
Weighted-average remaining lease term8.479.289.71
Weighted-average discount rate3.43 %3.41 %3.48 %
18. Significant Estimates and Concentrations of Credit Risks

Accounting principles generally accepted in the United States of America require disclosure of certain significant estimates and current vulnerabilities due to certain concentrations. Estimates related to the allowance for loancredit losses and certain concentrations of credit risk are reflected in Note 5, while deposit concentrations are reflected in Note 8.

The Company’s primary market areas are in Arkansas, Florida, Texas, South Alabama and New York. The Company primarily grants loans to customers located within these markets unless the borrower has an established relationship with the Company.

The diversity of the Company’s economic base tends to provide a stable lending environment. Although the Company has a loan portfolio that is diversified in both industry and geographic area, a substantial portion of its debtors’ ability to honor their contracts is dependent upon real estate values, tourism demand and the economic conditions prevailing in its market areas.

Although the Company has a diversified loan portfolio, at December 31, 20172023 and 2016,2022, commercial real estate loans represented 61.8%56.7% and 59.1%56.3% of total loans receivable, respectively, and 289.6%215.5% and 328.9%230.1% of total stockholders’ equity, respectively. Residential real estate loans represented 23.3%15.8% and 23.0%16.1% of total loans receivable and 109.4%60.1% and 127.8%66.0% of total stockholders’ equity at December 31, 20172023 and 2016,2022, respectively.

Approximately 90.4%79.8% of the Company’s total loans and 90.8%84.6% of the Company’s real estate loans as of December 31, 2017,2023, are to borrowers whose collateral is located in Alabama, Arkansas, Florida, Texas and New York, the states in which the Company has its branch locations.

Although general economic conditions in the Company’s market areas have improved, both nationally and locally, over the past three years and have shown signs of continued improvement, financial institutions still face circumstances and challenges which, in some cases, have resulted and could potentially result, in large declines in the fair values of investments and other assets, constraints on liquidity and significant credit quality problems, including severe volatility in the valuation of real estate and other collateral supporting loans. The financial statements have been prepared using values and information currently available to the Company.

Any future volatility in the economy could cause the values of assets and liabilities recorded in the financial statements to change rapidly, resulting in material future adjustments in asset values, the allowance for loancredit losses and capital that could negatively impact the Company’s ability to meet regulatory capital requirements and maintain sufficient liquidity.

20.

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Table of Contents
19. Commitments and Contingencies

In the ordinary course of business, the Company makes various commitments and incurs certain contingent liabilities to fulfill the financing needs of their customers. These commitments and contingent liabilities include lines of credit and commitments to extend credit and issue standby letters of credit. The Company applies the same credit policies and standards as they do in the lending process when making these commitments. The collateral obtained is based on the assessed creditworthiness of the borrower.

At December 31, 20172023 and 2016,2022, commitments to extend credit of $2.38$4.59 billion and $1.82$4.83 billion, respectively, were outstanding. A percentage of these balances are participated out to other banks; therefore, the Company can call on the participating banks to fund future draws. Since some of these commitments are expected to expire without being drawn upon, the total commitment amount does not necessarily represent future cash requirements.

Outstanding standby letters of credit are contingent commitments issued by the Company, generally to guarantee the performance of a customer in third-party borrowing arrangements. The term of the guarantee is dependent upon the creditworthiness of the borrower, some of which are long-term. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does foron-balance-sheet instruments. The maximum amount of future payments the Company could be required to make under these guarantees at December 31, 20172023 and 2016,2022, is $70.5$185.5 million and $41.1$184.6 million, respectively.

The Company and/or its bank subsidiary have various unrelated legal proceedings, most of which involve loan foreclosure activity pending, which, in the aggregate, are not expected to have a material adverse effect on the financial position or results of operations or cash flows of the Company and its subsidiary.

21.

20. Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

Level 1Quoted prices in active markets for identical assets or liabilities
Level 2Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities
Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Transfers of financial instruments between levels within the fair value hierarchy are recognized on the date management determines that the underlying circumstances or assumptions have changed.
Available-for-sale securities are - the only material instruments valued on a recurring basis which are held by the Company at fair value. The Company does not have any Level 1 securities. Primarily all of the Company’sCompany's available-for-sale securities are considered to be Level 2 securities. TheseThe Level 2 securities consist primarily of U.S. government-sponsored enterprises, mortgage-backed securities plus state and political subdivisions. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things. As of December 31, 2017 and 2016, Level 3 securities were immaterial. In addition, there were no material transfers between hierarchy levels during 2017, 2016 and 2015.

The Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities with complicated structures. Pricing for the Company’s investment securities is fairly generic and is easily obtained. Starting in 2016, theThe Company began usinguses a third partythird-party comparison pricing vendor in order to reflect consistency in the fair values of the investment securities sampled by the Company each quarter.


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Table of Contents
Held-to-maturity securities – the Company's held-to-maturity securities are considered to be Level 2 securities. The Level 2 securities consist primarily of U.S. government-sponsored enterprises, mortgage-backed securities plus state and political subdivisions. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.
Impaired loans that are collateral dependent are the only material- Impaired loans include loans individually analyzed for credit losses for which a specific reserve has been recorded, non-accrual loans, loans past due 90 days or more and restructured loans made to borrowers experiencing financial assets valued on anon-recurring basis which are held by the Company at fair value. Loan impairment is reported when full payment under the loan terms is not expected.difficulty. Impaired loans are carried at the net realizable value of the collateral if the loan is collateral dependent. A portion of the allowance for loancredit losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. If these allocations cause the allowance for loancredit losses to require an increase, such increase is reported as a component of the provision for loancredit losses. The fair value of loans with specific allocated losses was $72.5$10.5 million and $91.5$168.6 million as of December 31, 20172023 and 2016,2022, respectively. This valuation is considered Level 3, consisting of appraisals of underlying collateral. The Company reversed approximately $662,000$2.4 million and $954,000$1.1 million of accrued interest receivable when impaired loans were put onnon-accrual status during the years ended December 31, 20172023 and 2016,2022, respectively.

Foreclosed assets held for sale are the only materialnon-financial- Foreclosed assets valued on anon-recurring basis whichheld for sale are held by the Company at fair value, less estimated costs to sell. At foreclosure, if the fair value, less estimated costs to sell, of the real estate acquired is less than the Company’s recorded investment in the related loan, a write-down is recognized through a charge to the allowance for loancredit losses. Additionally, valuations are periodically performed by management and any subsequent reduction in value is recognized by a charge to income. The fair value of foreclosed assets held for sale is estimated using Level 3 inputs based on appraisals of underlying collateral. As of December 31, 20172023 and 2016,2022, the fair value of foreclosed assets held for sale, less estimated costs to sell, was $18.9$30.5 millionand $16.0 million,$546,000, respectively.

Foreclosed

No foreclosed assets held for sale with a carrying value of approximately $1.2 million were remeasured during the year ended December 31, 2017, resulting in a write-down of approximately $636,000.

2023. No foreclosed assets held for sale were remeasured during the year ended December 31, 2022. Regulatory guidelines require the Company to reevaluate the fair value of foreclosed assets held for sale on at least an annual basis. The Company’s policy is to comply with the regulatory guidelines.

The significant unobservable (Level 3) inputs used in the fair value measurement of collateral for collateral-dependent impaired loans and foreclosed assets primarily relate to customized discounting criteria applied to the customer’s reported amount of collateral. The amount of the collateral discount depends upon the condition and marketability of the underlying collateral. As the Company’s primary objective in the event of default would be to monetize the collateral to settle the outstanding balance of the loan, less marketable collateral would receive a larger discount. During the reported periods, collateral discounts ranged from 20% to 50% for commercial and residential real estate collateral.

Fair Values of Financial Instruments

The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed in these notes:

Cash and cash equivalents and federal funds sold – For these short-term instruments, the carrying amount is a reasonable estimate of fair value.

Investment securities –held-to-maturity – These securities consist primarily of mortgage-backed securities plus state and political subdivisions. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the bond’s terms and conditions, among other things.

Loans receivable, net of impaired loans and allowance – For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are assumed to approximate the carrying amounts. The fair values for fixed-rate loans are estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. Fair values for acquired loans are based on a discounted cash flow methodology that considers factors including the type of loan and related collateral, classification status, fixed or variable interest rate, term of loan, current discount rates and whether or not the loan is amortizing. Loans are grouped together according to similar characteristics and are treated in the aggregate when applying various valuation techniques. The discount rates used for loans are based on current market rates for new originations of comparable loans and include adjustments for liquidity concerns. The discount rate does not include a factor for credit losses as that has been included in the estimated cash flows.

Accrued interest receivable –The carrying amount of accrued interest receivable approximates its fair value.

Deposits and securities sold under agreements to repurchase – The fair values of demand deposits, savings deposits and securities sold under agreements to repurchase are, by definition, equal to the amount payable on demand and, therefore, approximate their carrying amounts. The fair values for time deposits are estimated using a discounted cash flow calculation that utilizes interest rates currently being offered on time deposits with similar contractual maturities.

FHLB and other borrowed funds – For short-term instruments, the carrying amount is a reasonable estimate of fair value. The fair value of long-term debt is estimated based on the current rates available to the Company for debt with similar terms and remaining maturities.

Accrued interest payable – The carrying amount of accrued interest payable approximates its fair value.

Subordinated debentures – The fair value of subordinated debentures is estimated using the rates that would be charged for subordinated debentures of similar remaining maturities.

Commitments to extend credit, letters of credit and lines of credit – The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. The fair value of these commitments is not material.

The following table presents the estimated fair values of the Company’s financial instruments. The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assetsexchange price that would be received for an asset or liabilities could be exchangedpaid to transfer a liability (exit price) in a currentthe principal or most advantageous market for the asset or liability in an orderly transaction between willing parties other than in a forced or liquidation sale. Because no market exists for certainparticipants on the measurement date.
145

Table of these financial instruments and because management does not intend to sell these financial instruments, the Company does not know whether the fair values shown below represent values at which the respective financial instruments could be sold individually or in the aggregate.

   December 31, 2017 
   Carrying
Amount
   Fair Value   Level 
   (In thousands)     

Financial assets:

      

Cash and cash equivalents

  $635,933   $635,933    1 

Federal funds sold

   24,109    24,109    1 

Investment securities –held-to-maturity

   224,756    227,539    2 

Loans receivable, net of impaired loans and allowance

   10,148,470    10,055,901    3 

Accrued interest receivable

   45,708    45,708    1 

Financial liabilities:

      

Deposits:

      

Demand andnon-interest bearing

  $2,385,252   $2,385,252    1 

Savings and interest-bearing transaction accounts

   6,476,819    6,476,819    1 

Time deposits

   1,526,431    1,514,670    3 

Securities sold under agreements to repurchase

   147,789    147,789    1 

FHLB and other borrowed funds

   1,299,188    1,299,961    2 

Accrued interest payable

   5,583    5,583    1 

Subordinated debentures

   368,031    379,146    3 

   December 31, 2016 
   Carrying
Amount
   Fair Value   Level 
   (In thousands)     

Financial assets:

      

Cash and cash equivalents

  $216,649   $216,649    1 

Federal funds sold

   1,550    1,550    1 

Investment securities –held-to-maturity

   284,176    287,038    2 

Loans receivable, net of impaired loans and allowance

   7,216,199    7,131,199    3 

Accrued interest receivable

   30,838    30,838    1 

Financial liabilities:

      

Deposits:

      

Demand andnon-interest bearing

  $1,695,184   $1,695,184    1 

Savings and interest-bearing transaction accounts

   3,963,241    3,963,241    1 

Time deposits

   1,284,002    1,275,634    3 

Securities sold under agreements to repurchase

   121,290    121,290    1 

FHLB and other borrowed funds

   1,305,198    1,311,280    2 

Accrued interest payable

   1,920    1,920    1 

Subordinated debentures

   60,826    60,826    3 

22.Contents

December 31, 2023
Carrying
Amount
Fair ValueLevel
(In thousands)
Financial assets:  
Cash and cash equivalents$1,000,213 $1,000,213 1
Investment securities - available for sale3,507,841 3,507,841 2
Investment securities - held-to-maturity1,281,982 1,170,481 2
Loans receivable, net of impaired loans and allowance14,048,002 14,071,775 3
Accrued interest receivable118,966 118,966 1
FHLB, FRB & FNBB stock; other equity investments223,748 223,748 3
Marketable equity securities49,419 49,419 1
Financial liabilities:
Deposits:
Demand and non-interest bearing$4,085,501 $4,085,501 1
Savings and interest-bearing transaction accounts11,050,347 11,050,347 1
Time deposits1,651,863 1,633,091 3
Securities sold under agreements to repurchase142,085 142,085 1
FHLB and other borrowed funds1,301,300 1,291,926 2
Accrued interest payable19,124 19,124 1
Subordinated debentures439,834 358,682 3
December 31, 2022
Carrying
Amount
Fair ValueLevel
(In thousands)
Financial assets:  
Cash and cash equivalents$724,790 $724,790 1
Investment securities - available for sale4,041,590 4,041,590 2
Investment securities - held-to-maturity1,287,705 1,126,146 2
Loans receivable, net of impaired loans and allowance13,929,892 13,723,865 3
Accrued interest receivable103,199 103,199 1
FHLB, FRB & FNBB stock; other equity investments215,952 215,952 3
Marketable equity securities52,034 52,034 1
Financial liabilities:
Deposits:
Demand and non-interest bearing$5,164,997 $5,164,997 1
Savings and interest-bearing transaction accounts11,730,552 11,730,552 1
Time deposits1,043,234 1,014,348 3
Securities sold under agreements to repurchase131,146 131,146 1
FHLB and other borrowed funds650,000 595,886 2
Accrued interest payable10,622 10,622 1
Subordinated debentures440,420 411,686 3

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21. Regulatory Matters

The Bank is subject to a legal limitation on dividends that can be paid to the parent company without prior approval of the applicable regulatory agencies. Arkansas bank regulators have specified that the maximum dividend limit state banks may pay to the parent company without prior approval is 75% of the current year earnings plus 75% of the retained net earnings of the preceding year. Since the Bank is also under supervision of the Federal Reserve, it is further limited if the total of all dividends declared in any calendar year by the Bank exceeds the Bank’s net profits to date for that year combined with its retained net profits for the preceding two years.During 2017,2023, the Company requested approximately $86.7$328.9 million in regular dividends from its banking subsidiary. This dividend is equal to approximately 57.5% of the Company’s banking subsidiary’syear-to-date 2017 earnings.

The Company’s banking subsidiary is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company must meet specific capital guidelines that involve quantitative measures of the Company’s assets, liabilities and certainoff-balance-sheet items as calculated under regulatory accounting practices. The Company’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Company’s regulators could require adjustments to regulatory capital not reflected in the consolidated financial statements.

Quantitative measures established by regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios of total, common equity Tier 1 equity("CET1") and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and of Tier 1 capital (as defined) to average assets (as defined). Management believes that, as of December 31, 2017,2023, the Company meets all capital adequacy requirements to which it is subject.

In July 2013,

On December 31, 2018, the Federal Reserve Board and the other federal bank regulatorybanking agencies issued a joint final rule to revise their risk-based and leverageregulatory capital requirements and their method for calculating risk-weighted assetsrules to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” and certain provisions of the Dodd-Frank Act (“Basel III”). Basel III applies to all depository institutions,permit bank holding companies with total consolidated assetsand banks to phase-in, for regulatory capital purposes, the day-one impact of $500 million or more,the new CECL accounting rule on retained earnings over a period of three years. As part of its response to the impact of COVID-19, on March 27, 2020, the federal banking regulatory agencies issued an interim final rule that provided the option to temporarily delay certain effects of CECL on regulatory capital for two years, followed by a three-year transition period. The interim final rule allows bank holding companies and savingsbanks to delay for two years 100% of the day-one impact of adopting CECL and loan holding companies. 25% of the cumulative change in the reported allowance for credit losses since adopting CECL. The Company elected to adopt the interim final rule, which is reflected in the risk-based capital ratios presented below.
Basel III became effective for the Company and its bank subsidiary on January 1, 2015. The capital conservation buffer requirement began being phased in beginning January 1, 2016 at the 0.625% level and will increase by 0.625% on each subsequent January 1, until it reaches 2.5% on January 1, 2019 when thephase-in period ends and the full capital conservation buffer requirement becomes effective.

Basel III amended the prompt corrective action rules to incorporate a “common equity Tier 1 capital”CET1 capital requirement and to raise the capital requirements for certain capital categories. In order to be adequately capitalized for purposes of the prompt corrective action rules, a banking organization will beis required to have at least a 4.5% “common equityCET1 risk-based capital ratio, a 4% Tier 1 leverage ratio, a 6% Tier 1 risk-based capital” ratio, a 4% “Tier 1 leverage capital” ratio, a 6% “Tier 1 risk-based capital”capital ratio and an 8% “totaltotal risk-based capital”capital ratio.

The Federal Reserve Board’s risk-based capital guidelines include the definitions for (1) a well-capitalized institution, (2) an adequately-capitalized institution, and (3) an undercapitalized institution. Under Basel III, the criteria for a well-capitalized institution are now: a 6.5% “common equityCET1 risk-based capital ratio, a 5% Tier 1 leverage ratio, an 8% Tier 1 risk-based capital” ratio, a 5% “Tier 1 leverage capital” ratio, an 8% “Tier 1 risk-based capital”capital ratio, and a 10% “totaltotal risk-based capital”capital ratio. As of December 31, 2017,2023, the Bank met the capital standards for a well-capitalized institution. The Company’s “common equityCET1 risk-based capital ratio, Tier 1 leverage ratio, Tier 1 risk-based capital” ratio, “Tier 1 leverage capital” ratio, “Tier 1 risk-based capital”capital ratio, and “totaltotal risk-based capital”capital ratio were 10.86%14.15%, 9.98%12.44%, 11.48%14.15%, and 15.05%17.79%, respectively, as of December 31, 2017.

2023.

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The Company’s actual capital amounts and ratios along with the Company’s bank subsidiary are presented in the following table.

   Actual  Minimum Capital
Requirement –

Basel III
Phase-In Schedule
  Minimum Capital
Requirement –

Basel III
FullyPhased-In
  Minimum To Be
Well-Capitalized
Under Prompt
Corrective Action
Provision
 
   Amount   Ratio  Amount   Ratio  Amount   Ratio  Amount   Ratio 
   (Dollars in thousands) 

As of December 31, 2017

             

Common equity Tier 1 capital ratios:

             

Home BancShares

  $1,240,822    10.86 $656,973    5.750 $799,793    7.00 $N/A    N/A

Centennial Bank

   1,546,451    13.55   656,243    5.750   798,905    7.00   741,840    6.50 

Leverage ratios:

             

Home BancShares

  $1,311,520    9.98 $525,659    4.000 $525,659    4.00 $N/A    N/A

Centennial Bank

   1,546,451    11.76   526,004    4.000   526,004    4.00   657,505    5.00 

Tier 1 capital ratios:

             

Home BancShares

  $1,311,520    11.48 $828,268    7.250 $971,073    8.50 $N/A    N/A

Centennial Bank

   1,546,451    13.55   827,437    7.250   970,098    8.50   913,034    8.00 

Total risk-based capital ratios:

             

Home BancShares

  $1,719,118    15.05 $1,056,601    9.250 $1,199,385    10.50 $N/A    N/A

Centennial Bank

   1,656,717    14.52   1,055,415    9.250   1,198,039    10.50   1,140,990    10.00 

As of December 31, 2016

             

Common equity Tier 1 capital ratios:

             

Home BancShares

  $938,754    11.30 $425,762    5.125 $581,529    7.00 $N/A    N/A

Centennial Bank

   920,232    11.10   424,882    5.125   580,326    7.00   538,875    6.50 

Leverage ratios:

             

Home BancShares

  $997,754    10.63 $375,448    4.000 $375,448    4.00 $N/A    N/A

Centennial Bank

   920,232    9.81   375,222    4.000   375,222    4.00   469,028    5.00 

Tier 1 capital ratios:

             

Home BancShares

  $997,754    12.01 $550,385    6.625 $706,154    8.50 $N/A    N/A

Centennial Bank

   920,232    11.10   549,238    6.625   704,682    8.50   663,230    8.00 

Total risk-based capital ratios:

             

Home BancShares

  $1,077,756    12.97 $716,704    8.625 $872,509    10.50 $N/A    N/A

Centennial Bank

   1,000,234    12.07   714,749    8.625   870,129    10.50   828,694    10.00 

23.

ActualMinimum Capital Requirement –Basel IIIMinimum To Be Well-Capitalized Under Prompt Corrective Action Provision
AmountRatioAmountRatioAmountRatio
(Dollars in thousands)
As of December 31, 2023    
Common equity Tier 1 capital ratios:    
Home BancShares$2,609,823 14.15 %$1,290,867 7.00 %N/AN/A
Centennial Bank2,495,303 13.60 1,284,347 7.00 1,192,608 6.50 
Leverage ratios:
Home BancShares$2,609,823 12.44 %$839,271 4.00 %N/AN/A
Centennial Bank2,495,303 11.92 837,350 4.00 1,046,688 5.00 
Tier 1 capital ratios:
Home BancShares$2,609,823 14.15 %$1,567,482 8.50 %N/AN/A
Centennial Bank2,495,303 13.60 1,559,564 8.50 1,467,825 8.00 
Total risk-based capital ratios:
Home BancShares$3,281,136 17.79 %$1,936,301 10.50 %N/AN/A
Centennial Bank2,725,909 14.85 1,927,410 10.50 1,835,629 10.00 
 
As of December 31, 2022
Common equity Tier 1 capital ratios:
Home BancShares$2,399,919 12.91 %$1,300,831 7.00 %N/AN/A
Centennial Bank2,408,756 13.00 1,297,352 7.00 1,204,684 6.50 
Leverage ratios:
Home BancShares$2,399,919 10.86 %$883,664 4.00 %N/AN/A
Centennial Bank2,408,756 10.93 881,464 4.00 1,101,831 5.00 
Tier 1 capital ratios:
Home BancShares$2,399,919 12.91 %$1,579,580 8.50 %N/AN/A
Centennial Bank2,408,756 13.00 1,575,356 8.50 1,482,688 8.00 
Total risk-based capital ratios:
Home BancShares$3,073,455 16.54 %$1,951,246 10.50 %N/AN/A
Centennial Bank2,640,992 14.25 1,946,021 10.50 1,853,354 10.00 
22. Additional Cash Flow Information

In connection with the GHIHappy acquisition, accounted for using the purchase method,under ASC Topic 805, the Company acquired approximately $398.1 million$6.69 billion in assets, including $41.0$858.6 million in cash and cash equivalents, assumed $345.0 million$6.15 billion in liabilities, and issued 2,738,038approximately 42.4 million shares of its common stock valued at approximately $77.5$958.8 million as of February 23, 2017, and paidApril 1, 2022. In addition, the holders of certain Happy stock-based awards received approximately $18.5$3.7 million in cash in exchangecancellation of such awards, for all outstanding sharesa total transaction value of GHI common stock.

In connection with the BOC acquisition, accounted for using the purchase method, the Company acquired approximately $178.1 million in assets, including $4.6 million in cash and cash equivalents, assumed $170.1 million in liabilities, issued no equity and paid approximately $4.2 million in cash. As a result, the Company recorded a bargain purchase gain of $3.8$962.5 million.

In connection with the Stonegate acquisition, accounted for using the purchase method, the Company acquired approximately $2.89 billion in assets, including $101.0 million in cash and cash equivalents, assumed $2.60 billion in liabilities, issued 30,863,658 shares of its common stock valued at approximately $742.3 million as of September 26, 2017, and paid $50.1 million in cash in exchange for all outstanding shares of Stonegate common stock.

The following is summary of the Company’s additional cash flow information during the years ended December 31:

   2017   2016   2015 
   (In thousands) 

Interest paid

  $61,930   $30,463   $21,040 

Income taxes paid

   124,830    81,900    79,740 

Assets acquired by foreclosure

   10,318    10,957    19,874 

24.

202320222021
(In thousands)
Interest paid$339,606 $115,046 $53,327 
Income taxes paid135,089 86,583 98,320 
Assets acquired by foreclosure30,532 619 2,623 
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23. Condensed Financial Information (Parent Company Only)

Condensed Balance Sheets

   December 31, 

(In thousands)

  2017   2016 
Assets    

Cash and cash equivalents

  $44,046   $53,589 

Investment securities

   2,831    7,873 

Investments in wholly-owned subsidiaries

   2,509,375    1,307,811 

Investments in unconsolidated subsidiaries

   2,201    1,826 

Premises and equipment

   7,026    7,126 

Other assets

   12,530    12,107 
  

 

 

   

 

 

 

Total assets

  $2,578,009   $1,390,332 
  

 

 

   

 

 

 
Liabilities    

Subordinated debentures

  $368,031   $60,826 

Other liabilities

   5,687    2,016 
  

 

 

   

 

 

 

Total liabilities

   373,718    62,842 
  

 

 

   

 

 

 
Stockholders’ Equity    

Common stock

   1,736    1,405 

Capital surplus

   1,675,318    869,737 

Retained earnings

   530,658    455,948 

Accumulated other comprehensive income (loss)

   (3,421   400 
  

 

 

   

 

 

 

Total stockholders’ equity

   2,204,291    1,327,490 
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

  $2,578,009   $1,390,332 
  

 

 

   

 

 

 

December 31,
(In thousands)20232022
Assets  
Cash and cash equivalents$484,542 $359,570 
Investment securities57,032 57,912 
Investments in wholly-owned subsidiaries3,679,597 3,538,344 
Other assets18,049 19,422 
Total assets$4,239,220 $3,975,248 
Liabilities
Subordinated debentures$439,834 $440,420 
Other liabilities8,311 8,466 
Total liabilities448,145 448,886 
Stockholders' Equity
Common stock2,015 2,034 
Capital surplus2,348,023 2,386,699 
Retained earnings1,690,112 1,443,087 
Accumulated other comprehensive income(249,075)(305,458)
Total stockholders' equity3,791,075 3,526,362 
Total liabilities and stockholders' equity$4,239,220 $3,975,248 
Condensed Statements of Income

   Years Ended December 31, 

(In thousands)

  2017   2016   2015 

Income

      

Dividends from banking subsidiary

  $86,695   $44,623   $76,168 

Other income

   2,241    608    51 
  

 

 

   

 

 

   

 

 

 

Total income

   88,936    45,231    76,219 

Expenses

   26,634    12,514    8,387 
  

 

 

   

 

 

   

 

 

 

Income before income taxes and equity in undistributed net income of subsidiaries

   62,302    32,717    67,832 

Tax benefit for income taxes

   8,826    4,787    3,048 
  

 

 

   

 

 

   

 

 

 

Income before equity in undistributed net income of subsidiaries

   71,128    37,504    70,880 

Equity in undistributed net income of subsidiaries

   63,955    139,642    67,319 
  

 

 

   

 

 

   

 

 

 

Net income

  $135,083   $177,146   $138,199 
  

 

 

   

 

 

   

 

 

 

Years Ended December 31,
(In thousands)202320222021
Income   
Dividends from equity securities$3,634 $2,088 $646 
Dividends from banking subsidiary329,997 216,086 286,712 
Other (loss) income(724)(1,297)7,234 
Total income332,907 216,877 294,592 
Expenses32,361 38,933 34,194 
Income before income taxes and equity in undistributed net income of subsidiaries300,546 177,944 260,398 
Tax benefit for income taxes7,514 10,752 7,161 
Income before equity in undistributed net income of subsidiaries308,060 188,696 267,559 
Equity in undistributed net income of subsidiaries84,869 116,566 51,462 
Net income$392,929 $305,262 $319,021 
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Condensed Statements of Cash Flows

   Years Ended December 31, 

(In thousands)

  2017   2016   2015 

Cash flows from operating activities

      

Net income

  $135,083   $177,146   $138,199 

Items not requiring (providing) cash

      

Depreciation

   213    141    —   

Amortization/(accretion)

   612    176    —   

Share-based compensation

   6,705    6,628    3,925 

Tax benefit from stock options exercised

   —      (4,154   (605

(Gain) loss on assets

   (2,393   (410  

Equity in undistributed income of subsidiaries

   (63,955   (139,642   (67,319

Changes in other assets

   (10,748   5,888    5,308 

Changes in other liabilities

   14,202    (6,694   (576
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) operating activities

   79,719    39,079    78,932 
  

 

 

   

 

 

   

 

 

 

Cash flows from investing activities

      

Purchases of premises and equipment, net

   (4,075   (7,273   (5,927

Proceeds from sale of premises and equipment, net

   3,957    3,293    —   

Capital contribution to subsidiary

   (250,000   (24   —   

Purchase of Florida Business BancGroup, Inc.

   —      —      (17,445

Purchase of Giant Holdings, Inc.

   (16,591   —      —   

Purchase of Bank of Commerce

   (4,175   —      —   

Disposition of RCA Air, LLC

   382    —      —   

Purchase of Stonegate Bank

   (40,649   —      —   

Proceeds from sale of investment securities

   5,629    2,104    —   

Purchase of investment securities

   —      —      (6,946
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) investing activities

   (305,522   (1,900   (30,318
  

 

 

   

 

 

   

 

 

 

Cash flows from financing activities

      

Proceeds from exercise of stock options

   1,082    1,495    389 

Common stock issuance costs – market acquisitions

   (825   —      (60

Tax benefit from stock options exercised

   —      4,154    605 

Repurchase of common stock

   (20,825   (9,817   (2,015

Proceeds from issuance of subordinated debt

   297,201    —      —   

Dividends paid

   (60,373   (48,096   (37,580
  

 

 

   

 

 

   

 

 

 

Net cash provided by (used in) financing activities

   216,260    (52,264   (38,661
  

 

 

   

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents

   (9,543   (15,085   9,953 

Cash and cash equivalents, beginning of year

   53,589    68,674    58,721 
  

 

 

   

 

 

   

 

 

 

Cash and cash equivalents, end of year

  $44,046   $53,589   $68,674 
  

 

 

   

 

 

   

 

 

 

25.

 Years Ended December 31,
(In thousands)202320222021
Cash flows from operating activities   
Net income$392,929 $305,262 $319,021 
Items not requiring (providing) cash
(Accretion)/ amortization(586)1,912 767 
Share-based compensation9,274 9,133 8,848 
Decrease (increase) in value of equity securities1,094 1,272 (7,178)
Equity in undistributed income of subsidiaries(84,869)(116,566)(51,462)
Changes in other assets(364)(4,149)90 
Changes in other liabilities(155)2,290 (76)
Net cash provided by operating activities317,323 199,154 270,010 
Cash flows from investing activities
Net cash proceeds from Happy Bancshares, Inc.— 201,428 — 
Purchases of equity securities— (49,975)(13,276)
Proceeds from sale of equity securities1,522 13,778 16,381 
Redemptions of other investments— 2,899 — 
Net cash provided by investing activities1,522 168,130 3,105 
Cash flows from financing activities
Retirement of subordinated debentures— (300,000)— 
Proceeds from the issuance of subordinated debentures— 296,324 — 
Redemption of trust preferred securities— (96,499)— 
Proceeds from exercise of stock options802 156 2,374 
Repurchase of common stock(48,771)(70,856)(44,480)
Dividends paid(145,904)(128,424)(92,142)
Net cash used in financing activities(193,873)(299,299)(134,248)
Increase in cash and cash equivalents124,972 67,985 138,867 
Cash and cash equivalents, beginning of year359,570 291,585 152,718 
Cash and cash equivalents, end of year$484,542 $359,570 $291,585 
24. Recent Accounting Pronouncements

In May 2014,December 2019, the FASB issued ASU2014-09,Revenue 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in the update simplify the accounting for income taxes by removing the exception to the incremental approach for intraperiod tax allocation when there is a loss from Contracts with Customers (Topic 606). ASU2014-09 provides guidancecontinuing operations and income or a gain from other items and the exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year. The amendments in the update also simplify the accounting for income taxes by requiring that an entity recognize a franchise tax (or similar tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based tax, requiring that an entity evaluate when a step up in the tax basis of goodwill should recognize revenue to depictbe considered part of the transfer of promised goods or services to customersbusiness combination in an amount that reflects the consideration to which the book goodwill was originally recognized and when it should be considered a separate transaction, specifying that an entity expectsis not required to be entitledallocate the consolidated amount of current and deferred tax expense to a legal entity that is not subject to tax in exchangeits separate financial statements; however, an entity may elect to do so on an entity-by-entity basis for those goodsa legal entity that is both not subject to tax and services. In August 2015,disregarded by the FASB issued ASUNo. 2015-14,Revenue from Contracts with Customers (Topic 606), which deferstaxing authority. The amendments require that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective date of this standard to annual andtax rate computation in the interim periods beginning after December 15, 2017; however, early adoption is permitted for annual and interim reporting periods beginning after December 15, 2016. In April 2016,period that includes the FASB issued ASU2016-10,Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which amends certain aspects of the guidance in ASU2014-09 (FASB’s new revenue standard) on (1) identifying performance obligations and (2) licensing. ASU2014-10’s effective date and transition provisions are aligned with the requirements in ASU2014-09. In May 2016, the FASB issued ASU2016-12,Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which amends certain aspects of the FASB’s new revenue standard, ASU2014-09. ASU2016-12’s effective date and transition provisions are aligned with the requirements in ASU2014-09

The guidance issued in ASU2014-09, ASU2015-14, ASU2016-10 and ASU2016-12 permit two implementation approaches, one requiring retrospective application of the new standard with restatement of prior years and one requiring prospective application of the new standard with disclosure of results under old standards.enactment date. The Company adopted the guidance effective January 1, 20182021, and its adoption did not have a significant impact on our financial position or financial statement disclosures.


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In January 2016,March 2020, the FASB issued ASU2016-01, 2020-04,“Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Instruments – Overall(Subtopic825-10): RecognitionReporting.” ASU 2020-04 provides optional expedients and Measurementexceptions for accounting related to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. ASU 2020-04 applies only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of Financial Assetsreference rate reform and Financial Liabilities. Changesdo not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that an entity has elected certain optional expedients for and that are retained through the end of the hedging relationship. ASU 2020-04 was effective upon issuance and generally could be applied through December 31, 2022. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.
In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848): Scope.” The amendments in the update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. Specifically, certain provisions in Topic 848, if elected by an entity, apply to derivative instruments that use an interest rate for margining, discounting, or contract price alignment that is modified as a result of reference rate reform. Amendments in the update to the current GAAP model primarily affectexpedients and exceptions in Topic 848 capture the incremental consequences of the scope clarification and tailor the existing guidance to derivative instruments affected by the discounting transition. The amendments in this Update do not apply to contract modifications made after December 31, 2022, new hedging relationships entered into after December 31, 2022, and existing hedging relationships evaluated for effectiveness in periods after December 31, 2022, except for hedging relationships existing as of December 31, 2022, that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship. ASU 2021-01 was effective upon issuance and generally could be applied through December 31, 2022. To ensure the relief in Topic 848 covers the period of time during which a significant number of modifications may take place, ASU 2022-06 defers the sunset date of Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848.
In March 2022, the FASB issued ASU 2022-02, Financial Instruments—Credit Losses (Topic 326): Troubled Debt Restructurings ("TDR") and Vintage Disclosures ("ASU 2022-02"). The amendments eliminate the TDR recognition and measurement guidance and, instead, require that an entity evaluate (consistent with the accounting for equity investments, financial liabilities underother loan modifications) whether the fair value option, and the presentation andmodification represents a new loan or a continuation of an existing loan. The amendments also enhance existing disclosure requirements for financial instruments. In addition, ASU2016-01 clarifies guidanceand introduce new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. The amendments require that an entity disclose current-period gross write-offs by year of origination for financing receivables and net investment in leases. Gross write-off information must be included in the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses onavailable-for-sale securities. The new guidancevintage disclosures required for public business entities, which requires that an entity disclose the amortized cost basis of financing receivables by credit quality indicator and class of financing receivable by year of origination. ASU 2022-02 is effective for annual reporting period and interim reporting periods within those annual periods, beginning after December 15, 2017. The Company hasentities that have adopted the new standard effective January 1, 2018. Management evaluated the impactASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of the adoption of this guidance to the Company’s financial statements, and does not anticipate the guidance to have a material effectCredit Losses on the Company’s financial position or results of operations as the Company’s equity investments are immaterial. However, the amendments will have an impact on certain items that are disclosed at fair value that are not currently utilizing the exit price notion when measuring fair value. The current accounting policies and procedures have been adjusted to comply with the accounting changes mentioned above. For additional information on fair value of assets and liabilities, see Note 21.

In February 2016, the FASB issued ASU2016-02,Leases (Topic 842). The amendments in ASU2016-02 address several aspects of lease accounting with the significant change being the recognition of lease assets and lease liabilities for leases previously classified as operating leases. ASU2016-02 is effectiveFinancial Instruments, for fiscal years beginning after December 15, 2018,2022, including interim periods within those fiscal years. Early application of theThese amendments in ASU2016-02 is permitted for all entities. The Company has several lease agreements for which the amendments will require the Company to recognize a lease liability to make lease payments and aright-of-use asset which will represent its right to use the underlying asset for the lease term. The Company is currently reviewing the amendments to ensure it is fully compliant by the adoption date and doesn’t expect to early adopt. The impact is not expected to have a material effect on the Company’s financial position or results of operations as the Company does not have a material amount of lease agreements. In addition, the Company will change its current accounting policies to comply with the amendments with such changes as mentioned above. For additional information on the Company’s leases, see Note 18 “Leases” in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form10-K for the year ended December 31, 2017.

In March 2016, the FASB issued ASU2016-09,Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for employee share-based payment transactions for both public and nonpublic entities, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. ASU2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company adopted the amendments effective January 1, 2017. The Company has a stock-based compensation plan for which the ASU2016-09 guidance results in the associated excess tax benefits or deficiencies being recognized as tax expense or benefit in the income statement instead of the previous accounting treatment, which requires excess tax benefits toshould be recognized as an adjustment to additionalpaid-in capital and excess tax deficiencies to be recognized as either an offset to accumulated excess tax benefits, if any, or to the income statement. In addition, such amounts are now classified as an operating activity in the statement of cash flows instead of the current accounting treatment, which required it to be classified as both an operating and a financing activity. The Company’s stock-based compensation plan has not historically generated material amounts of excess tax benefits or deficiencies and, therefore, the Company has not experienced a material change in the Company’s financial position or results of operations as a result of the adoption and implementation of ASU2016-09. For additional information on the stock-based compensation plan, see Note 14.

In May 2016, the FASB issued ASU2016-11,Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates2014-09 and2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting (SEC Update), which rescinds certain SEC guidance from the FASB Accounting Standards Codification in response to announcements made by the SEC staff at the Emerging Issues Task Force’s (“EITF”) March 3, 2016, meeting. ASU2016-11 is effective at the same time as ASU2014-09 and ASU2014-16.applied prospectively. The Company adopted the guidance effective January 1, 20182023 and itselected to apply the amendments prospectively. The adoption did not have a significant impact on our financial position or financial statement disclosures.

position.

In June 2016,December 2022, the FASB issued ASU2016-13,Measurement 2022-06, "Reference Rate Reform (Topic 848): Deferral of Credit Lossesthe Sunset Date of Topic 848." These amendments extend the period of time preparers can utilize the reference rate reform relief guidance in Topic 848. The objective of the guidance in Topic 848 is to provide relief during the temporary transition period, so the FASB included a sunset provision within Topic 848 based on expectations of when the London Interbank Offered Rate (LIBOR) would cease being published. In 2021, the UK Financial Instruments,Conduct Authority (FCA) delayed the intended cessation date of certain tenors of USD LIBOR to June 30, 2023. To ensure the relief in Topic 848 covers the period of time during which amendsa significant number of modifications may take place, the FASB’s guidance onASU defers the impairmentsunset date of financial instruments.Topic 848 from December 31, 2022, to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. ASU 2022-06 was effective upon issuance.

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In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures." The amendments apply to all public entities that are required to report segment information in accordance with FASB ASC Topic 280, Segment Reporting. The amendments in ASU2016-13 replace the incurredASU are intended to improve reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. The amendments require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker ("CODM") and included within each reported measure of segment profit or loss. Public entities are required to disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition. In addition, public entities must provide all annual disclosures about a reportable segment’s profit or loss model withand assets currently required by FASB ASC Topic 280, Segment Reporting, in interim periods. The amendments clarify that if the CODM uses more than one measure of a methodology that reflects expected credit losses over the lifesegment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit. However, at least one of the loanreported segment profit or loss measures (or the single reported measure, if only one is disclosed) should be the measure that is most consistent with the measurement principles used in measuring the corresponding amounts in the public entity’s consolidated financial statements. The Amendments require that a public entity disclose the title and requires considerationposition of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Finally, the amendments require that a broader range of reasonablepublic entity that has a single reportable segment provide all the disclosures required by the amendments in the ASU and supportable information to calculate credit loss estimates, known as the current expected credit loss (“CECL”) model. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will resultall existing segment disclosures in more timely recognition of such losses.ASC Topic 280. The ASU2016-13 is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. ASU2016-13 is effective for fiscal years beginning after December 15, 2019, including2023, and interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The allowance for loan losses is a material estimate of the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the allowance for loan losses at adoption date. The Company is anticipating a significant change in the processes and procedures to calculate the allowance for loan losses, including changes in assumptions and estimates to consider expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. The Company will also develop new procedures for determining an allowance for credit losses relating toheld-to-maturity investment securities. In addition, the current accounting policy and procedures for other-than-temporary impairment onavailable-for-sale investment securities will be replaced with an allowance approach. The Company is currently evaluating the impact, if any, ASU2016-13 will have on its financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. It is too early to assess the impact that the implementation of this guidance will have on the Company’s consolidated financial statements; however, the Company has begun developing processes and procedures to ensure it is fully compliant with the amendments at the required adoption date. Among other things, the Company has initiated data gathering and assessment to support forecasting of asset quality, loan balances, and portfolio net charge-offs and has developed anin-house data warehouse, developed asset quality forecast models and evaluated potential software vendors in preparation for the implementation of this standard. For additional information on the allowance for loan losses, see Note 5.

In August 2016, the FASB issued ASU2016-15,Classification of Certain Cash Receipts and Cash Payments,which amends the guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of ASU2016-15 is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. ASU2016-15’s amendments add or clarify guidance on eight cash flow issues including debt prepayment or debt extinguishment costs; settlement ofzero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies; including bank-owned life insurance policies; distributions received from equity method investees; beneficial interests in securitization transactions and separately identifiable cash flows and application of the predominance principle. ASU2016-15 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years.2024. Early adoption is permitted andpermitted. A public entity should apply the guidance must be appliedamendments retrospectively to all prior periods presented but may be applied prospectively fromin the earliest date practicable if retrospective application would be impracticable. The Company adoptedfinancial statements. Upon transition, the guidance effective January 1, 2018segment expense categories and its adoption did not have a significant impact on our financial position or financial statement disclosures.

In October 2016,amounts disclosed in the FASB issued ASU2016-16,Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments are effective for fiscal years, and interimprior periods within those fiscal years, beginning after December 15, 2017, and should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at the beginning period of adoption. Early adoption is permitted in the first interim period of an annual reporting period for which financial statements have not been issued. The Company adopted the guidance effective January 1, 2018 and its adoption did not have a significant impact on our financial position or financial statement disclosures.

In November 2016, the FASB issued ASU2016-18,Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force), which clarifies how entities should present restricted cash and restricted cash equivalents in the statement of cash flows, and, as a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. An entity with a material balance of restricted cash and restricted cash equivalents must disclose information about the nature of the restrictions. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted and the new guidance must be applied retrospectively to all periods presented. The Company adopted the guidance effective January 1, 2018 and its adoption did not have a significant impact on our financial position or financial statement disclosures.

In January 2017, the FASB issued ASU2017-01,Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides guidance to entities to assist with evaluating when a set of transferred assets and activities (collectively, the “set”) is a business and provides a screen to determine when a set is not a business. Under the new guidance, when substantially all of the fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset, or group of similar assets, the assets acquired would not represent a business. Also, to be considered a business, an acquisition would have to include an input and a substantive process that together significantly contribute to the ability to produce outputs. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017, and should be applied on a prospective basis to any transactions occurring within the period of adoption. Early adoption is permitted for interim or annual periods in which the financial statements have not been issued. The Company adopted the guidance effective January 1, 2018 and its adoption is not anticipated to have a significant impact on our financial position or financial statement disclosures.

In January 2017, the FASB issued ASU2017-03,Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323). The amendments in the update relate to SEC paragraphs pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF meetings related to disclosure of the impact of recently issued accounting standards. The SEC staff’s view that a registrant should evaluate ASC updates that have not yet been adopted to determine the appropriate financial disclosures about the potential material effects of the updates on the financial statements when adopted. If a registrant does not know or cannot reasonably estimate the impact of an update, then in addition to making a statement to that effect, the registrant should consider additional qualitative financial statement disclosures to assist the reader in assessing the significance of the impact. The staff expects the additional qualitative disclosures to include a description of the effect of the accounting policies expected to be applied compared to current accounting policies. Also, the registrant should describe the status of its process to implement the new standards and the significant implementation matters yet to be addressed. The amendments specifically addressed recent ASC amendments to ASU2016-02,Leases, and ASU2014-09,Revenue from Contracts with Customers, although, the amendments apply to any subsequent amendments to guidance in the ASC. The Company adopted the amendments in this update during the fourth quarter of 2016 and appropriate disclosures have been included in this Note for each recently issued accounting standard.

In January 2017, the FASB issued ASU2017-04,Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to determine the fair value of individual assets and liabilities of a reporting unit to measure goodwill impairment. Under the amendments in the new ASU, goodwill impairment testing will be performed by comparing the fair value of the reporting unit with its carrying amount and recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. The new standard is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019, and should be applied on a prospective basis. Early adoption is permitted for annual or interim goodwill impairment testing performed after January 1, 2017. The Company has goodwill from prior business combinations and performs an annual impairment test or more frequently if changes or circumstances occur that wouldmore-likely-than-not reduce the fair value of the reporting unit below its carrying value. During 2017, the Company performed its impairment assessment and determined the fair value of the aggregated reporting units exceed the carrying value, such that the Company’s goodwill was not considered impaired. Although the Company cannot anticipate future goodwill impairment assessments, based on the most recent assessment it is unlikely that an impairment amount would need to be calculatedsignificant segment expense categories identified and therefore, does not anticipate a material impact from these amendments to the Company’s financial position and results of operations. The current accounting policies and processes are not anticipated to change, except for the elimination of the Step 2 analysis.

In February 2017, the FASB issued ASU2017-05,Other Income: Gains and Losses from the Derecognition of Nonfinancial Assets, which clarifies the scope of the FASB’s guidance on nonfinancial asset derecognition (ASC610-20) as well as the accounting for partial sales of nonfinancial assets. The ASU conforms the derecognition guidance on nonfinancial assets with the model for transactionsdisclosed in the new revenue standard (ASC 606, as amended). The ASU requires an entity to derecognize the nonfinancial asset orin-substance nonfinancial asset in a partial sale transaction when (1) the entity ceases to have a controlling financial interest in a subsidiary under ASC 810 and (2) control of the asset is transferred in accordance with ASC 606. The entity therefore has to consider repurchase agreements (e.g., a call option to repurchase the ownership interest in a subsidiary) in its assessment and may not be able to derecognize the nonfinancial assets, even though it no longer has a controlling financial interest in a subsidiary in accordance with ASC 810. The ASU illustrates the application of this guidance in ASC610-20-55-15 and55-16. The effective date of the new guidance is aligned with the requirements in the new revenue standard, which is effective for public entities for annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2017, and for nonpublic entities for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company adopted the guidance effective January 1, 2018 and its adoption is not anticipated to have a significant impact on our financial position or financial statement disclosures.

In March 2017, the FASB issued ASU2017-08,Receivables – Nonrefundable Fees and Other Costs (Topic 310): Premium Amortization on Purchased Callable Debt Securities, which amends the amortization period for certain purchased callable debt securities held at a premium. This ASU will shorten the amortization period for the premium to be amortized to the earliest call date. This ASU does not apply to securities held at a discount, which will continue to be amortized to maturity. This ASU is effective for interim and annual reporting periods beginning after December 15, 2018. The guidance should be applied using a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. Early adoption is permitted, including adoption in an interim period. The Company early adopted the guidance effective January 1, 2018 and its adoption is not anticipated to have a significant impact on our financial position or financial statement disclosures.

In May 2017, the FASB issued ASU2017-09,Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The amendments in ASU2017-09 should be applied prospectively to an award modified on or after the adoption date. This ASU is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The Company adopted the guidance effective January 1, 2018. The Company does not anticipate any modifications to its existing awards and therefore the adoption of ASU2017-09 is not expected to have a significant impact on the Company’s financial position, results of operations, or its financial statement disclosures.

In July 2017, the FASB issued ASU2017-11,Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Hedging (Topic 815): I. Accounting for Certain Financial Instruments with Down Round Features; II. Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily RedeemableNon-controlling Interests with a Scope Exception. Part I of this update addresses the complexity of accounting for certain financial instruments with down round features. Down round features are features of certain equity-linked instruments (or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings. Current accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible instruments) with down round features that require fair value measurement of the entire instrument or conversion option. Part II of this update addresses the difficulty of navigatingTopic 480, Distinguishing Liabilities from Equity, because of the existence of extensive pending content in the FASB Accounting Standards Codification. This pending content is the result of the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities and certain mandatorily redeemablenon-controlling interests. The amendments in Part II of this update do not have an accounting effect. This ASU is effective for interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. The Company is currently evaluating the impact, if any, ASU2017-11 will have on its financial position, results of operations, and its financial statement disclosures. The Company’s evaluation process includes, but is not limited to, identifying transactions and accounts within the scope of the guidance, reviewing its accounting and disclosures for these transactions and accounts, and identifying and implementing any necessary changes to its accounting and disclosures as a result of the guidance. The Company is also identifying and implementing changes to its business processes, systems and controls to support adoption of the new standard in 2019.

In August 2017, the FASB issued ASU2017-12,Derivatives and Hedging (Topic 815) – Targeted Improvements to Accounting for Hedging Activities, which amends the hedge accounting model to provide better insight to risk management activities in the financial statements, reduces the complexity in cash flow hedges of interest rate risk, eliminates the requirement to separately measure and report hedge ineffectiveness, requires the entire change in the fair value of a hedging instrument included in the assessment of the hedge effectiveness to be recorded in other comprehensive income, with amounts reclassified to earnings to be presented in the same line item used to present the earnings effect of the hedged item when the hedged item affects earnings and allows the initial prospective quantitative assessment of hedge effectiveness to be performed at any time after hedge designation, but no later than the first quarterly effectiveness testing date. This ASU is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. The amendments in this standard must be applied using the modified retrospective approach for cash flow and net investment hedge relationships existing on the date of adoption. The Company is currently evaluating the impact, if any, ASU2017-12 will have on its financial position, results of operations, and its financial statement disclosures. The Company’s evaluation process includes, but is not limitedpotential impacts related to identifying transactions and accounts within the scope of the guidance, reviewing its accounting and disclosures for these transactions and accounts, and identifying and implementing any necessary changes to its accounting and disclosures as a result of the guidance. The Company is also identifying and implementing changes to its business processes, systems and controls to support adoption of the new standard in 2019.

ASU.    

In February 2018,December 2023, the FASB issued ASU2018-02, 2023-09, "Income Statement – Reporting ComprehensiveTaxes (Topic 740): Improvements to Income (Topic 220): ReclassificationTax Disclosures." The amendments require that public business entities on an annual basis (a) disclose specific categories in the rate reconciliation and (b) provide additional information for reconciling items that meet a quantitative threshold (if the effect of Certain Tax Effects from Accumulated Other Comprehensive Income, which was issuedthose reconciling items is equal to addressor greater than 5 percent of the amount computed by multiplying pretax income [or loss] by the applicable statutory income tax accounting treatmentrate). The amendments also require that all entities disclose on an annual basis the amount of income taxes paid (net of refunds received) disaggregated by federal (national), state, and foreign taxes, and the stranded tax effects within other comprehensiveamount of income duetaxes paid (net of refunds received) disaggregated by individual jurisdictions in which income taxes paid (net of refunds received) is equal to the prohibitionor greater than 5 percent of backward tracing due to antotal income taxes paid (net of refunds received). The amendments require that all entities disclose income (or loss) from continuing operations before income tax rate change that was initially recorded in other comprehensive income. This issue came about from the enactment of the TCJA on December 22, 2017 that changed the Company’s federalexpense (or benefit) disaggregated between domestic and foreign and income tax rateexpense (or benefit) from 35% to 21%.continuing operations disaggregated by federal (national), state, and foreign. The ASU changed current accounting whereby an entity may elect to reclassify the stranded tax effect from accumulated other comprehensive income to retained earnings. The amendments in this ASU areis effective for interim andpublic business entities for annual reporting periods beginning after December 15, 2018.2024. Early adoption is permitted including adoption in an interim period. Adoption of this ASU is tofor annual financial statements that have not yet been issued or made available for issuance. The amendments should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the tax laws or rates were recognized.on a prospective basis. Retrospective application is permitted. The Company is currently evaluating the impact, if any, ASU2018-02 will have on its financial position, results of operations, and its financial statement disclosures. The Company’s evaluation process includes, but is not limitedpotential impacts related to identifying transactions and accounts within the scope of the guidance, reviewing its accounting and disclosures for these transactions and accounts, and identifying and implementing any necessary changes to its accounting and disclosures as a result of the guidance. The Company is also identifying and implementing changes to its business processes, systems and controls to support adoption of the new standard in 2019.

Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ASU.    

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
No items are reportable.

Item 9A.CONTROLS AND PROCEDURES

Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.

An evaluation as of the end of the period covered by this annual report was carried out under the supervision and with the participation of our management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our “disclosure controls and procedures,” which are defined under SEC rules as controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized and reported within required time periods and that such information is accumulated and communicated to the company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective. As a result of this evaluation, there were no significant changes in the Company’s disclosure controls or in other factors that could significantly affect those controls subsequent to the date of evaluation.

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Management’s Report on Internal Control Over Financial Reporting

The information required by Item 308(a) and 308(b) of RegulationS-K regarding management’s annual report on internal control over financial reporting and the audit report of the independent registered public accounting firm is contained in “Item 8. Financial Statements and Supplementary Data” and is incorporated herein by this reference.

Changes in Internal Control Over Financial Reporting

The Company’s management, including the Company’s Chief Executive Officer and its Chief Financial Officer regularly review our internal controls and procedures and make changes intended to ensure the quality of our financial reporting. On September 26, 2017, we completed our acquisition of Stonegate Bank, and as a result, we extended our oversight and monitoring processes that support our internal control over financial reporting during the fourth quarter of 2017, to include the operations of Stonegate. Otherwise, thereThere were no changes in our internal control over financial reporting during the Company’s fourth quarter of its 20172023 fiscal year that has materially affected, or isare reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.OTHER INFORMATION

No items are reportable.

Item 9B. OTHER INFORMATION
During the three months ended December 31, 2023, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
PART III

Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held April 19, 2018,18, 2024, to be filed pursuant to Regulation 14A.

Item 11.EXECUTIVE COMPENSATION

Item 11. EXECUTIVE COMPENSATION
Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held April 19, 2018,18, 2024, to be filed pursuant to Regulation 14A.

Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held April 19, 2018,18, 2024, to be filed pursuant to Regulation 14A, except as set forth below.

We currently maintain a compensation plan,plans, the Home BancShares, Inc. Amended and Restated 2006 Stock Option and Performance Incentive Plan, as amended, and the Home BancShares, Inc. 2022 Equity Incentive Plan, which providesprovide for the issuance of stock-based compensation to directors, officers and other employees. This plan hasThese plans have been approved by the stockholders. The following table sets forth information regarding outstanding options and shares reserved for future issuance under the foregoing planplans as of December 31, 2017:

Plan Category

  Number of
securities to be issued
upon exercise of
outstanding options,
warrants and  rights
(a)
   Weighted-average
exercise price of
outstanding options,
warrants and  rights
(b)
   Number of securities
remaining available for
future issuance under
equity compensation  plans
(excluding shares
reflected in column (a))

(c)
 

Equity compensation plans approved by the stockholders

   2,274,081   $16.23    2,318,850 

Equity compensation plans not approved by the stockholders

   —      —      —   

Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2023:

Plan CategoryNumber of
securities to be issued
upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding shares
reflected in column (a))
(c)
Equity compensation plans approved by the stockholders2,775,601 $20.95 2,638,311 
Equity compensation plans not approved by the stockholders— — — 
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held April 19, 2018,18, 2024, to be filed pursuant to Regulation 14A.

Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES

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Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
Incorporated herein by reference from the Company’s definitive proxy statement for the Annual Meeting of Stockholders to be held April 19, 2018,18, 2024, to be filed pursuant to Regulation 14A.

PART IV

Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:

(a)1 and 2. Financial Statements and any Financial Statement Schedules

The financial statements and financial statement schedules listed in the accompanying index to the consolidated financial statements and financial statement schedules are filed as part of this report.

(b)

(a)    1 and 2. Financial Statements and any Financial Statement Schedules
The financial statements and financial statement schedules listed in the accompanying index to the consolidated financial statements and financial statement schedules are filed as part of this report.
3. Listing of Exhibits.

Exhibit No.

Exhibit
No.

2.1
    2.1
    2.2First Amendment to Agreement and Plan of Merger among Home Bancshares, Inc., Centennial Bank, Liberty Bancshares, Inc., Liberty Bank of Arkansas and Acquisition Sub dated July 31, 2013September 15, 2021 (incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K filed on August 2, 2013)September 15, 2021)**
2.2
    2.3
    2.4Joinder Agreement, and Plan of Merger among Home Bancshares, Inc., Centennial Bank, Broward Financial Holdings, Inc., Broward Bank of Commerce and HOMB Acquisition Sub II, Inc. dated July 30, 2014 (incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K filed on July 31, 2014)
    2.5Purchase and Assumption Agreement Between Banco Popular de Puerto Rico and Centennial Bank, dated as of FebruaryOctober 18, 2015 (incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K/A filed on March 4, 2015)
    2.6Purchase and Assumption Agreement all Deposits among Federal Deposit Insurance Corporation, Receiver of Doral Bank. San Juan Puerto Rico, Puerto Rico Federal Deposit Insurance Corporation and Banco Popular de Puerto Rico, dated as of February 27, 2015 (incorporated by reference to Exhibit 10.25 to Banco Popular de Puerto Rico’s Annual Report on Form 10-K for the year ended December 31, 2014, filed by Banco Popular de Puerto Rico on March 2, 2015 (Commission File No. 001-34084))
    2.7Agreement and Plan of Merger among Home Bancshares, Inc., Centennial Bank, Florida Business BancGroup, Inc. and Bay Cities Bank (incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K filed on June 22, 2015)
    2.8Agreement and Plan of Merger2021, by and among Home BancShares, Inc., Centennial Bank, Giant Holdings,Happy Bancshares, Inc., Happy State Bank and Landmark Bank, N.A., dated November 7, 2016. (incorporated by reference to Exhibit 2.1 of Home BancShares’s Current Report on Form 8-K/A filed on November 10, 2016)
    2.9Amendment to Agreement and Plan of Merger by and among Home BancShares,HOMB Acquisition Sub III, Inc., Centennial Bank, Giant Holdings, Inc., and Landmark Bank, N.A., dated December 7, 2016. (incorporated by reference to Appendix A of Home BancShares’s registration statement on Form S-4 (File No. 333-214957)333-260446), as amended)
2.3
    2.10
    2.11Agreement and Plan of Merger, dated as of November 8, 2021, by and among Home BancShares, Inc., Centennial Bank, HOMB Acquisition Sub III, Inc., Happy Bancshares, Inc. and StonegateHappy State Bank dated March  27, 2017 (incorporated by reference to Exhibit 2.1Appendix A of Home BancShares’s Current Reportregistration statement on Form 8-K filed on March 27, 2017)S-4 (File No. 333-260446), as amended)
3.1
    3.1

3.2
    3.2
3.3
    3.3
3.4
    3.4
3.5
    3.5
3.6
    3.6
3.7
    3.7
3.8
    3.8
3.9
    3.9
3.10
    3.103.11

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3.12
3.13
4.1
4.2
    4.24.3Instruments defining the rights of security holders including indentures. Home BancShares hereby agrees to furnish to the SEC upon request copies of instruments defining the rights of holders of long-term debt of Home BancShares and its consolidated subsidiaries. No issuance of debt exceeds ten percent of the assets of Home BancShares and its subsidiaries on a consolidated basis.
10.1
  10.1
10.2
  10.2
10.3
  10.3
10.4
  12.110.5
10.6
  23.110.7
10.8
10.9
10.10
10.1
21.1
23.1
31.1
  31.1
31.2
  31.2
32.1
  32.1
32.2
  32.2
97.1
101.INSInline XBRL Instance Document*
101.SCH
101.SCHInline XBRL Taxonomy Extension Schema Document*

101.CAL
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document*

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Table of Contents
101.LAB
101.LABInline XBRL Taxonomy Extension Label Linkbase Document*
101.PRE
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document*
101.DEF
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document*
104Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Filed herewith

*    Filed herewith
**The disclosure schedules referenced in the Agreement and Plan of Merger have been omitted pursuant to Item
601(a)(5) of SEC Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted         
disclosure schedule to the SEC upon request.
˄Denotes a management contract or compensatory plan or arrangement.
Item 16. FORM 10-K SUMMARY
None.
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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

HOME BANCSHARES, INC.

HOME BANCSHARES, INC.
By:/s/ John W. Allison
By:/s/ C. Randall SimsJohn W. Allison

C. Randall Sims

Chairman, Chief Executive Officer

and President
Date: February 26, 2024

Date: February 27, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities indicated as of February 27, 2018.

26, 2024.

/s/ John W. Allison

/s/ Brian S. Davis/s/ Milburn Adams
John W. Allison

Chairman of the Board of

Directors,

/s/ C. Randall Sims

C. Randall Sims

Chief Executive Officer

President

and Director

President

(Principal Executive Officer)

/s/

Brian S. Davis

Brian S. Davis

Chief Financial Officer,

Treasurer and Director

(Principal Financial Officer)

Milburn Adams
Director

/s/ Milburn Adams

Milburn Adams

Director

/s/ Robert H. Adcock, Jr.

/s/ Richard H. Ashley/s/ Mike Beebe
Robert H. Adcock, Jr.


Director

Richard H. Ashley
Director
Mike Beebe
Director
/s/ Jack E. Engelkes/s/ Tracy M. French/s/ Karen Garrett
Jack E. Engelkes
Vice Chairman of the Board of


Directors

/s/ Richard H. Ashley

Richard H. Ashley

Director

/s/ Mike Beebe

Mike Beebe

Director

/s/ Jack E. Engelkes

Jack E. Engelkes

Director

/s/ Tracy M. French

Tracy M. French


Director

Karen Garrett
Director

/s/ Karen Garrett

Karen Garrett

Director

James P. Hickman

/s/ James G. Hinkle

James G. Hinkle

Director

/s/ Alex R. Lieblong

James P. Hickman
Director
James G. Hinkle
Director
Alex R. Lieblong


Director

/s/ Thomas J. Longe

Thomas J. Longe

Director

/s/ Jim Rankin, Jr.

/s/ Larry W. Ross
Thomas J. Longe
Director
Jim Rankin, Jr.


Director

Larry W. Ross
Director
/s/ Donna J. Townsell

/s/ Jennifer C. Floyd

Donna J. Townsell
Director
Jennifer C. Floyd


Chief Accounting Officer

and Investor Relations Officer


(Principal Accounting Officer)

175

157