UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
(Mark One)
ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31,June 30, 2020


¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period __________ to __________


Commission File Number: 001-38534
 
amerantimagea01.jpg
Amerant Bancorp Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Florida
65-0032379
(State or other jurisdiction of
incorporation or organization)
65-0032379
(I.R.S. Employer
Identification No.)
220 Alhambra Circle
Coral Gables,Florida33134
(Address of principal executive offices)(Zip Code)
(305)
460-4038
Registrant’s telephone number, including area code
Former name, former address and former fiscal year, if changed since last report: N/A
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolsName of exchange on which registered
Class A Common StockAMTBNASDAQ
Class B Common StockAMTBBNASDAQ
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.                     Yesý                                        No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yesý                                         No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
 
Accelerated filerý
Non-accelerated filer ¨
 
Smaller reporting company¨
 
Emerging growth companyý
Non-accelerated filer ¨
If an emerging growth company, indicate by check mark if the company has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes ¨           No ý
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Class Outstanding as of May 6,August 7, 2020
Class A Common Stock, $0.10 par value per share 28,879,57628,873,196 shares of Class A Common Stock
Class B Common Stock, $0.10 par value per share 13,286,137 shares of Class B Common Stock

1





AMERANT BANCORP INC. AND SUBSIDIARIES
FORM 10-Q
March 31,June 30, 2020
INDEX
 

Page
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 

 
 
 
 
 
 
 
 
 


2



Part 1. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS
Amerant Bancorp Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share data)(Unaudited) March 31, 2020 December 31, 2019(Unaudited) June 30, 2020 December 31, 2019
Assets      
Cash and due from banks$22,303
 $28,035
$35,651
 $28,035
Interest earning deposits with banks248,750
 93,289
181,698
 93,289
Cash and cash equivalents271,053
 121,324
217,349
 121,324
Securities      
Debt securities available for sale1,601,303
 1,568,752
1,519,784
 1,568,752
Debt securities held to maturity70,336
 73,876
65,616
 73,876
Equity securities with readily determinable fair value not held for trading24,225
 23,848
24,425
 23,848
Federal Reserve Bank and Federal Home Loan Bank stock74,123
 72,934
64,986
 72,934
Securities1,769,987
 1,739,410
1,674,811
 1,739,410
Loans held for investment, gross5,668,327
 5,744,339
5,872,271
 5,744,339
Less: Allowance for loan losses72,948
 52,223
119,652
 52,223
Loans held for investment, net5,595,379
 5,692,116
5,752,619
 5,692,116
Bank owned life insurance213,266
 211,852
214,693
 211,852
Premises and equipment, net128,232
 128,824
128,327
 128,824
Deferred tax assets, net4,933
 5,480
15,647
 5,480
Goodwill19,506
 19,506
19,506
 19,506
Accrued interest receivable and other assets96,454
 66,887
107,771
 66,887
Total assets$8,098,810
 $7,985,399
$8,130,723
 $7,985,399
Liabilities and Stockholders' Equity      
Deposits      
Demand      
Noninterest bearing$779,842
 $763,224
$956,351
 $763,224
Interest bearing1,088,033
 1,098,323
1,186,613
 1,098,323
Savings and money market1,432,891
 1,475,257
1,447,661
 1,475,257
Time2,541,446
 2,420,339
2,434,077
 2,420,339
Total deposits5,842,212
 5,757,143
6,024,702
 5,757,143
Advances from the Federal Home Loan Bank and other borrowings1,265,000
 1,235,000
1,050,000
 1,235,000
Senior notes58,419
 
Junior subordinated debentures held by trust subsidiaries64,178
 92,246
64,178
 92,246
Accounts payable, accrued liabilities and other liabilities86,303
 66,309
103,226
 66,309
Total liabilities7,257,693
 7,150,698
7,300,525
 7,150,698
Commitments and contingencies (Note 14)
 
Commitments and contingencies (Note 15)

 

      
Stockholders’ equity      
Class A common stock, $0.10 par value, 400 million shares authorized; 28,879,576 shares issued and outstanding (2019 - 28,927,576 shares issued and outstanding)2,888
 2,893
Class A common stock, $0.10 par value, 400 million shares authorized; 28,873,196 shares issued and outstanding (2019 - 28,927,576 shares issued and outstanding)2,887
 2,893
Class B common stock, $0.10 par value, 100 million shares authorized; 13,286,137 shares issued and outstanding (2019: 17,751,053 shares issued; 14,218,596 shares outstanding)1,329
 1,775
1,329
 1,775
Additional paid in capital358,277
 419,048
359,028
 419,048
Treasury stock, at cost; 3,532,457 shares of Class B common stock in 2019.
 (46,373)
 (46,373)
Retained earnings447,506
 444,124
432,227
 444,124
Accumulated other comprehensive income31,117
 13,234
34,727
 13,234
Total stockholders' equity841,117
 834,701
830,198
 834,701
Total liabilities and stockholders' equity$8,098,810
 $7,985,399
$8,130,723
 $7,985,399


The accompanying notes are an integral part of these consolidated financial statements (unaudited).
3

Amerant Bancorp Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)


 Three Months Ended June 30, Six Months Ended June 30,
(in thousands)2020 2019 2020 2019
Interest income       
Loans$53,483
 $66,801
 $113,271
 $133,523
Investment securities10,628
 11,886
 21,693
 24,467
Interest earning deposits with banks56
 539
 518
 1,543
Total interest income64,167
 79,226
 135,482
 159,533
        
Interest expense       
Interest bearing demand deposits104
 301
 239
 575
Savings and money market deposits1,569
 4,014
 4,835
 7,747
Time deposits12,406
 12,740
 25,890
 25,293
Advances from the Federal Home Loan Bank3,110
 6,292
 7,522
 12,497
Senior notes84
 
 84
 
Junior subordinated debentures571
 2,090
 1,360
 4,195
Total interest expense17,844
 25,437
 39,930
 50,307
Net interest income46,323
 53,789
 95,552
 109,226
Provision for (reversal of) loan losses48,620
 (1,350) 70,620
 (1,350)
Net interest income (loss) after provision for (reversal of) loan losses(2,297) 55,139
 24,932
 110,576
        
Noninterest income       
Deposits and service fees3,438
 4,341
 7,728
 8,427
Brokerage, advisory and fiduciary activities4,325
 3,736
 8,458
 7,424
Change in cash surrender value of bank owned life insurance1,427
 1,419
 2,841
 2,823
Securities gains, net7,737
 992
 17,357
 996
Cards and trade finance servicing fees273
 1,419
 668
 2,334
(Loss) gain on early extinguishment of advances from the Federal Home Loan Bank, net(66) 
 (73) 557
Data processing and fees for other services
 365
 
 885
Other noninterest income2,619
 1,875
 4,684
 3,857
Total noninterest income19,753
 14,147
 41,663
 27,303
        
Noninterest expense       
Salaries and employee benefits21,570
 34,057
 50,896
 67,494
Occupancy and equipment4,220
 4,232
 8,023
 8,274
Telecommunication and data processing3,157
 3,233
 6,621
 6,259
Professional and other services fees3,965
 3,954
 6,919
 7,398
Depreciation and amortization1,960
 2,010
 3,919
 3,952
FDIC assessments and insurance1,240
 1,177
 2,358
 2,570
Other operating expenses628
 4,242
 2,871
 8,903
Total noninterest expenses36,740
 52,905
 81,607
 104,850
(Loss) Income before income tax(19,284) 16,381
 (15,012) 33,029
Income tax benefit (expense)4,005
 (3,524) 3,115
 (7,101)
Net (loss) income$(15,279) $12,857
 $(11,897) $25,928
        
        
        
 Three Months Ended March 31,
(in thousands)2020 2019
Interest income   
Loans$59,788
 $66,722
Investment securities11,065
 12,581
Interest earning deposits with banks462
 1,004
Total interest income71,315
 80,307
    
Interest expense   
Interest bearing demand deposits135
 274
Savings and money market deposits3,266
 3,733
Time deposits13,484
 12,553
Advances from the Federal Home Loan Bank4,412
 6,205
Junior subordinated debentures789
 2,105
Total interest expense22,086
 24,870
Net interest income49,229
 55,437
Provision for loan losses22,000
 
Net interest income after provision for loan losses27,229
 55,437
    
Noninterest income   
Deposits and service fees4,290
 4,086
Brokerage, advisory and fiduciary activities4,133
 3,688
Change in cash surrender value of bank owned life insurance1,414
 1,404
Securities gains, net9,620
 4
Cards and trade finance servicing fees395
 915
(Loss) gain on early extinguishment of advances from the Federal Home Loan Bank, net(7) 557
Data processing and fees for other services
 520
Other noninterest income2,065
 1,982
Total noninterest income21,910
 13,156
    
Noninterest expense   
Salaries and employee benefits29,326
 33,437
Occupancy and equipment3,803
 4,042
Telecommunication and data processing3,464
 3,026
Professional and other services fees2,954
 3,444
Depreciation and amortization1,959
 1,942
FDIC assessments and insurance1,118
 1,393
Other operating expenses2,243
 4,661
Total noninterest expenses44,867
 51,945
 Income before income tax4,272
 16,648
Income tax expense(890) (3,577)
Net income$3,382
 $13,071
    
    
    


The accompanying notes are an integral part of these consolidated financial statements (unaudited).
4

Amerant Bancorp Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited)


Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share data)2020 20192020 2019 2020 2019
          
Other comprehensive income, net of tax          
Net unrealized holding gains on debt securities available for sale arising during the period$26,702
 $16,278
$9,361
 $14,313
 $36,063
 $30,591
Net unrealized holding losses on cash flow hedges arising during the period(1,514) (11)(160) 
 (1,674) (11)
Reclassification adjustment for items included in net income(7,305) (252)(5,591) (1,025) (12,896) (1,277)
Other comprehensive income17,883
 16,015
3,610
 13,288
 21,493
 29,303
Comprehensive income$21,265
 $29,086
Comprehensive (loss) income$(11,669) $26,145
 $9,596
 $55,231
          
Earnings Per Share (Note 16):   
Basic earnings per common share$0.08
 $0.31
Diluted earnings per common share$0.08
 $0.30
Earnings Per Share (Note 17):       
Basic (loss) earnings per common share$(0.37) $0.30
 $(0.28) $0.61
Diluted (loss) earnings per common share$(0.37) $0.30
 $(0.28) $0.60




The accompanying notes are an integral part of these consolidated financial statements (unaudited).
5

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
Three Monthsand Six Month Periods Ended March 31,June 30, 2020 and 2019



Common Stock Additional
Paid
in Capital
 Treasury Stock Retained
Earnings
 Accumulated Other Comprehensive Income (Loss) Total
Stockholders'
Equity
Common Stock Additional
Paid
in Capital
 Treasury Stock Retained
Earnings
 Accumulated Other Comprehensive Income Total
Stockholders'
Equity
(in thousands, except share data)Shares Outstanding Issued Shares - Par Value Shares Outstanding Issued Shares - Par Value 
Class A Class B Class A Class B Additional
Paid
in Capital
Treasury StockRetained
Earnings
Accumulated Other Comprehensive Income (Loss)Class A Class B Class A Class B Additional
Paid
in Capital
Treasury StockRetained
Earnings
Accumulated Other Comprehensive Income
Balance at
December 31, 2018
26,851,832
 16,330,917
 $2,686
 $1,775
 $385,367
$(17,908)$393,662
$(18,164)$747,418
Common stock issued2,132,865
 
 213
 
 29,005



29,218
Repurchase of Class B common stock
 (2,112,321) 
 
 
 (28,465) 
 
 (28,465)
Restricted stock issued1,299
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
 
 
 1,492
 
 
 
 1,492
Net income
 
 
 
 
 
 13,071
 
 13,071
Other comprehensive income
 
 
 
 
 
 
 16,015
 16,015
Balance at
March 31, 2019
28,985,996
 14,218,596
 $2,899
 $1,775
 $415,864
 $(46,373) $406,733
 $(2,149) $778,749
                                  
Balance at
December 31, 2019
28,927,576
 14,218,596
 $2,893
 $1,775
 $419,048
 $(46,373) $444,124
 $13,234
 $834,701
28,927,576
 14,218,596
 $2,893
 $1,775
 $419,048
 $(46,373) $444,124
 $13,234
 $834,701
Repurchase of Class B common stock
 (932,459) 
 
 
 (15,239) 
 
 (15,239)
 (932,459) 
 
 
 (15,239) 
 
 (15,239)
Treasury stock retired
 
 
 (446) (61,166) 61,612
 
 
 

 
 
 (446) (61,166) 61,612
 
 
 
Restricted stock issued6,591
 
 1
 
 (1) 
 
 
 
6,591
 
 1
 
 (1) 
 
 
 
Restricted stock surrendered(129) 
 
 
 (2) 
 
 
 (2)(129) 
 
 
 (2) 
 
 
 (2)
Restricted stock forfeited(54,462) 
 (6) 
 6
 
 
 
 
(54,462) 
 (6) 
 6
 
 
 
 
Stock-based compensation expense
 
 
 
 392
 
 
 
 392

 
 
 
 392
 
 
 
 392
Net income
 
 
 
 
 
 3,382
 
 3,382

 
 
 
 
 
 3,382
 
 3,382
Other comprehensive income
 
 
 
 
 
 
 17,883
 17,883

 
 
 
 
 
 
 17,883
 17,883
Balance at
March 31, 2020
28,879,576
 13,286,137
 $2,888
 $1,329
 $358,277
 $
 $447,506
 $31,117
 $841,117
28,879,576
 13,286,137
 $2,888
 $1,329
 $358,277
 $
 $447,506
 $31,117
 $841,117
Restricted stock forfeited(9,819) 
 (1) 
 1
 
 
 
 
Restricted stock units vested3,439
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
 
 
 750
 
 
 
 750
Net loss
 
 
 
 
 
 (15,279) 
 (15,279)
Other comprehensive income
 
 
 
 
 
 
 3,610
 3,610
Balance at June 30, 202028,873,196
 13,286,137
 $2,887
 $1,329
 $359,028
 $
 $432,227
 $34,727
 $830,198

 Common Stock Additional
Paid
in Capital
 Treasury Stock Retained
Earnings
 Accumulated Other Comprehensive Income (Loss) Total
Stockholders'
Equity
(in thousands, except share data)Shares Outstanding Issued Shares - Par Value     
Class A Class B Class A Class B     
Balance at December 31, 201826,851,832
 16,330,917
 $2,686
 $1,775
 $385,367
 $(17,908) $393,662
 $(18,164) $747,418
Common stock issued2,132,865
 
 213
 
 29,005
 
 
 
 29,218
Repurchase of Class B common stock
 (2,112,321) 
 
 
 (28,465) 
 
 (28,465)
Restricted stock issued1,299
 
 
 
 
 
 
 
 
Stock-based compensation expense
 
 
 
 1,492
 
 
 
 1,492
Net income
 
 
 
 
 
 13,071
 
 13,071
Other comprehensive income
 
 
 
 
 
 
 16,015
 16,015
Balance at March 31, 201928,985,996
 14,218,596
 $2,899
 $1,775
 $415,864
 $(46,373) $406,733
 $(2,149) $778,749
Stock-based compensation expense
 
 
 
 1,474
 
 
 
 1,474
Net income
 
 
 
 
 
 12,857
 
 12,857
Other comprehensive income
 
 
 
 
 
 
 13,288
 13,288
Balance at June 30, 201928,985,996
 14,218,596
 $2,899
 $1,775
 $417,338
 $(46,373) $419,590
 $11,139
 $806,368



The accompanying notes are an integral part of these consolidated financial statements (unaudited).
6

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)




Three Months Ended March 31,Six Months Ended June 30,
(in thousands)2020 20192020 2019
Cash flows from operating activities      
Net income$3,382
 $13,071
Adjustments to reconcile net income to net cash provided by operating activities   
Provision for loan losses22,000
 
Net (loss) income$(11,897) $25,928
Adjustments to reconcile net (loss) income to net cash provided by operating activities   
Provision for (reversal of) loan losses70,620
 (1,350)
Net premium amortization on securities3,775
 3,453
7,448
 7,164
Depreciation and amortization1,959
 1,942
3,919
 3,952
Stock-based compensation expense392
 1,492
1,142
 2,966
Change in cash surrender value of bank owned life insurance(1,414) (1,404)(2,841) (2,823)
Deferred taxes, securities net gains or losses and others(14,875) 1,238
Securities gains, net(17,357) (996)
Deferred taxes and others(16,934) (597)
Loss (gain) on early extinguishment of advances from the FHLB7
 (557)73
 (557)
Net changes in operating assets and liabilities:      
Accrued interest receivable and other assets(1,539) 8,777
(6,551) 9,518
Accounts payable, accrued liabilities and other liabilities(10,509) (15,431)(652) (9,736)
Net cash provided by operating activities3,178
 12,581
26,970
 33,469
      
Cash flows from investing activities      
Purchases of investment securities:      
Available for sale(197,522) (110,170)(293,027) (195,390)
Federal Home Loan Bank stock(8,538) (4,888)(8,538) (12,968)
(206,060) (115,058)(301,565) (208,358)
Maturities, sales and calls of investment securities:      
Available for sale196,698
 162,796
383,073
 313,757
Held to maturity3,382
 1,205
7,886
 3,737
Federal Home Loan Bank stock7,349
 9,248
16,486
 14,987
207,429
 173,249
407,445
 332,481
Net decrease in loans61,641
 22,173
Proceeds from loan portfolio sales13,109
 152,177
Net increase in loans(146,318) (109,951)
Proceeds from loan sales15,235
 214,416
Net purchases of premises and equipment and others(1,321) (1,951)(3,331) (4,451)
Net cash provided by investing activities74,798
 230,590
Net cash (used in) provided by investing activities(28,534) 224,137
      
Cash flows from financing activities      
Net decrease in demand, savings and money market accounts(36,038) (116,499)
Net increase (decrease) in demand, savings and money market accounts253,821
 (165,945)
Net increase (decrease) in time deposits121,107
 (27,999)13,738
 (47,360)
Proceeds from Advances from the Federal Home Loan Bank and other borrowings280,000
 170,000
700,000
 590,000
Repayments of Advances from the Federal Home Loan Bank and other borrowings(250,007) (265,447)(885,073) (630,447)
Proceeds from issuance of Senior Notes, net of issuance costs58,412
 
Redemption of junior subordinated debentures(28,068) 
(28,068) 
Proceeds from common stock issued - Class A
 29,218

 29,218
Repurchase of common stock - Class B(15,239) (28,465)(15,239) (28,465)
Common stock retired to cover tax withholding(2) 
(2) 
Net cash provided by (used in) financing activities71,753
 (239,192)97,589
 (252,999)
Net increase in cash and cash equivalents149,729
 3,979
96,025
 4,607
      
Cash and cash equivalents      
Beginning of period121,324
 85,710
121,324
 85,710
End of period$271,053
 $89,689
$217,349
 $90,317
      
   


The accompanying notes are an integral part of these consolidated financial statements (unaudited).
7

Amerant Bancorp Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited) (continued)


   
      
Three Months Ended March 31,Six Months Ended June 30,
(in thousands)2020 20192020 2019
Supplemental disclosures of cash flow information      
Cash paid:      
Interest$21,890
 $24,086
$41,037
 $49,868
Income taxes295
 385
948
 3,424


The accompanying notes are an integral part of these consolidated financial statements (unaudited).
8

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)




1.Business, Basis of Presentation and Summary of Significant Accounting Policies
a) Business
Amerant Bancorp Inc. (the “Company”), is a Florida corporation incorporated in 1985, which has operated since January 1987. The Company is a bank holding company registered under the Bank Holding Company Act of 1956, as a result of its 100% indirect ownership of Amerant Bank, N.A. (the “Bank”). The Company’s principal office is in the City of Coral Gables, Florida. The Bank is a member of the Federal Reserve Bank of Atlanta (“Federal Reserve Bank”) and the Federal Home Loan Bank of Atlanta (“FHLB”). The Bank has three3 principal subsidiaries, Amerant Investments, Inc., a securities broker-dealer (“Amerant Investments”), Amerant Trust, N.A, a non-depository trust company (“Amerant Trust”), and Elant Bank & Trust (the “Cayman Bank”), a bank and trust company domiciled in the Cayman Islands acquired in November 2019.
The Company’s Class A common stock, par value $0.10 per common share, and Class B common stock, par value $0.10 per common share, are listed and trade on the Nasdaq Global Select Market under the symbols “AMTB” and “AMTBB,” respectively.
The Company is managed using a single segment concept, on a consolidated basis, and management determined that no separate current or historical reportable segment disclosures are required under generally accepted accounting principles in the United States of America (“U.S. GAAP”).
Initial Public Offering and Shares Repurchase
On December 21, 2018, the Company completed an initial public offering (the “IPO”). In March 2019, the Company repurchased the remaining shares of its Class B common stock held by Mercantil Servicios Financieros, C.A., the Company’s former parent company (“the Former Parent”). For more information about the IPO and the repurchase of Class B common stock previously held by the Former Parent, see Note 15 to our audited consolidated financial statements included in the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2020 (the “Form 10-K”).
COVID-19 Pandemic
On March 11, 2020, the World Health Organization recognized an outbreak of a novel strain of the coronavirus, COVID-19, as a pandemic.
On March 13, 2020, the President of the Unites States of America (U.S.) declared a national state of emergency. In response to this outbreak, the governments of many states, cities and municipalities in the U.S., including the States of Florida, New York and Texas, have taken preventative or protective actions, such as imposing restrictions on business operations and advising or requiring individuals to limit or forego their time outside of their homes.
On March 16, 2020, the Company activated its Business Continuity Plan (“BCP”) to continue to provide its products and services during the COVID-19 pandemic. The Company’s BCP plan is framed within regulatory guidelines and subject to periodic testing and independent audits. All banking centers are openOn June 3, 2020, the Company started Phase 1 of reintroducing employees working remotely back to the public by drive-thruworkplace. Given the increasing trend in COVID-19 cases in our markets, particularly in Florida and by appointment-only, underTexas, during the month of June and continuing in July, we are following a reduced schedule (except bankingcareful, phased-approach which includes a voluntary return of a limited number of employees, based on work location, roles and responsibilities, and various safety protocols. Banking centers in Texas which are operating underhave returned to regular business hours),hours, following strict federal, state and with limited staffing. All electronic channels remain fully operational. In addition,local government guidelines supporting the BCP enabledsafety of our employees and our customers. Amerant continues to work remotely.focus on serving customers without interruption, while maintaining a safe environment.


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Notes to Interim Consolidated Financial Statements (Unaudited)


On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), an approximately $2.0 trillion COVID-19 response bill to provide emergency economic relief to individuals, small businesses, mid-size companies, large corporations, hospitals and other public health facilities, and state and local governments, was enacted. The CARES Act allocated the Small Business Administration, or SBA, $350.0 billion to provide loans of up to $10.0 million per small business as defined in the CARES Act. On April 2, 2020, the Bank began participating in the SBA’s Paycheck Protection Program, or “PPP”, by providing loans to these businesses to cover payroll, rent, mortgage, healthcare, and utilities costs, among other essential expenses. On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act, addingincreasing funding to the PPP, was enacted. As of May 1,On July 4, 2020, new legislation was signed into law that extended the Company had received approvaldeadline to apply for 1,493 loan applicationsloans under the PPP totaling $197.8from June 30, 2020 until August 8, 2020. As of June 30, 2020, total PPP loans were $214.1 million, and had funded $137.9 million.representing over 2,000 loan applications booked.
On March 26, 2020, the Company began offering loan payment relief options to customers impacted by the COVID-19 pandemic, including interest-only and/or forbearance options. These programs continued in the second quarter of 2020. As of May 1,June 30, 2020, loans modified under these programs totaled $1,119 million.$1.1 billion. As of this date, loans in these programs on which the interest-only/or forbearance period expired at that date totaled $504.7 million, or 45.4% of total modified loans. The Company collected payments due on $8.4 million of modified loans through June 30, 2020. Modified loans totaling $496.3 million have payments due by July 31, 2020. In accordance with accounting and regulatory guidance, loans to borrowers benefiting from these measures are not considered Troubled Debt Restructurings (“TDRs”). The Company is closely monitoring the performance of these loans under the termsterms of the temporary relief granted.
b) Basis of Presentation and Summary of Significant Accounting Policies
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of SEC Regulation S-X. Accordingly, they do not include all of the information and footnotes required for a fair statement of financial position, results of operations and cash flows in conformity with U.S. GAAP. These unaudited interim consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. These adjustments are of a normal, recurring nature. Interim period operating results may not be indicative of the operating results for a full year or any other period. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements as of December 31, 2019 and 2018 and for each of the three years in the period ended December 31, 2019 and the accompanying footnote disclosures for the Company, which are included in the Form 10-K.
For a complete summary of our significant accounting policies, please see Note 1 to the Company’s audited consolidated financial statements in the Form 10-K.
Estimates
The preparation of financial statements in conformity with U.S. GAAP 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 periods. Significant estimates made by management include: (i) the determination of the allowance for loan losses; (ii) the fair values of securities and the value assigned to goodwill during periodic goodwill impairment tests; (iii) the cash surrender value of bank owned life insurance; and (iv) the determination of whether the amount of deferred tax assets will more likely than not be realized. Management believes that these estimates are appropriate. Actual results could differ from these estimates.


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The COVID-19 outbreakpandemic has severely restricted the level of economic activity in the U.S. and around the world since March 2020. InSeveral states and cities across the U.SU.S., including the States of Florida, New York and several other countries, temporary closuresTexas and cities where the Company has banking centers, LPOs and where the Company’s principal place of businessesbusiness is located, have been orderedalso implemented quarantines, restrictions on travel, “shelter at home” orders, and numerous other businesses have temporarily closed voluntarily. These actions have expanded significantly since March 31, 2020 andrestrictions on types of business that may continue to expand.  Theoperate. While some of these measures and restrictions have been lifted and certain businesses have reopened in the second quarter 2020, the Company cannot predict when restrictions currently in place may be lifted, or whether restrictions that have been lifted will need to be imposed or tightened in the future if viewed as necessary due to public health concerns.The Company considered the impact of COVID-19 on the significant estimates management used. The Company recorded a provision for loan losses of $22.0 million duringin the three months ended March 31, 2020, primarilymostly driven by $19.8 million of estimated losses reflecting deterioration in the macro-economic environment as a result of the estimated impact of COVID-19, compared to no loan loss provision in the three months ended March 31, 2019. The Company recorded a provision for loan losses of $48.6 million in the three months ended June 30, 2020, including $20.2 million related to the estimated deterioration of our loan portfolio caused by the COVID-19 pandemic.pandemic, compared to a release of loan loss reserves of $1.4 million in the three months ended June 30, 2019. In addition, the Company reviewed goodwill for potential impairment on an interim basis as of June 30, 2020. As as result of its evaluation, the Company determined that goodwill was considered not impaired and, therefore, no impairment charges were recorded. Given the uncertainty regarding the spread and severity of COVID-19 and its adverse effects on the U.S. and global economies, the extent to which the COVID-19 pandemic may impact the anticipated amount of estimated loan defaults and losses and consequently, the adequacy of the provision for loan losses, whether it will result in impairments to goodwill or other intangibles in future periods or, in general, impact the Company’s financial condition or results of operations is uncertain and cannot be accurately predicted at this time. 
c) Recently Issued Accounting Pronouncements
Issued and Not Yet Adopted
New Guidance on Leases
In December 2018, the Financial Accounting Standards Board (“FASB”) issued amendments to new guidance issued in February 2016 for the recognition and measurement of all leases which has not yet been adopted by the Company. The amendments address certain lessor’s issues associated with: (i) sales taxes and other similar taxes collected from lessees, (ii) certain lessor costs and (iii) recognition of variable payments for contracts with lease and nonlease components. The new guidance on leases issued in February 2016 requires lessees to recognize a right-of-use asset and a lease liability for most leases within the scope of the guidance. There were no significant changes to the guidance for lessors. These amendments, and the related pending new guidance, can be adopted using a modified retrospective transition at the beginning of the earliest comparative period presented, and provides for certain practical expedients.
In November 2019, the FASB again amended the effective date of the new guidance on leases. Previously, the amendments and related new guidance on leases were effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020, for private companies. The new guidance on leases is now effective for fiscal years beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021. Early adoption is still permitted.
The Company has completed the process of gathering a complete inventory of its lease contracts, migrating identified lease data onto a new system, and is in the final stages of testing and evaluation of results. Based on these results, we currently expect to recognize an asset and a corresponding lease liability for an amount to be less than 1% of the Company’s total consolidated assets at adoption. The Company plans to adopt the new guidance in its consolidated financial statements for the year ending December 31, 2021.

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Notes to Interim Consolidated Financial Statements (Unaudited)


Facilitation of the Effects of Reference Rate Reform on Financial Reporting
On March 12, 2020, the FASB issued amendments to guidance applicable to contracts, hedging relationships, and other transactions affected that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. These amendments provide optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The expedients and exceptions provided by the amendments do 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. The amendments also allow entities to make a one-time election to sell, transfer, or both sell and transfer debt securities classified as held to maturity that reference a rate affected by reference rate reform and that are classified as held to maturity before January 1, 2020.  These amendments are effective for all entities as of March 12, 2020 through December 31, 2022. An entity may elect to apply these amendments to eligible hedging relationships existing as of the beginning of the interim period that includes March 12, 2020 and to new eligible hedging relationships entered into after the beginning of the interim period that includes March 12, 2020. An entity may elect to apply the amendments for contract modifications as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020, or prospectively from a date within an interim period that includes or is subsequent to March 12, 2020, up to the date that the financial statements are available to be issued. Once elected, these amendments must be applied prospectively for all eligible contract modifications and hedging relationships. The Company did not elect any of optional expedients as of June 30, 2020. The Company is in the process of evaluating the implications of these amendments to its current efforts for reference rate reform implementation.

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New Guidance on Leases
In December 2018, the Financial Accounting Standards Board (“FASB”) issued amendments to new guidance issued in February 2016 for the recognition and measurement of all leases which has not yet been adopted by the Company. The amendments address certain lessor’s issues associated with: (i) sales taxes and other similar taxes collected from lessees, (ii) certain lessor costs and (iii) recognition of variable payments for contracts with lease and nonlease components. The new guidance on leases issued in February 2016 requires lessees to recognize a right-of-use asset and a lease liability for most leases within the scope of the guidance. There were no significant changes to the guidance for lessors. These amendments, and the related pending new guidance, can be adopted using a modified retrospective transition at the beginning of the earliest comparative period presented, and provides for certain practical expedients.
In May 2020, the FASB again amended the effective date of the new guidance on leases. Previously, the amendments and related new guidance on leases were effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021, for private companies. The new guidance on leases is now effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Early adoption is still permitted.
The Company has completed the process of gathering a complete inventory of its lease contracts, migrating identified lease data onto a new system, and is in the final stages of testing and evaluating the results of testing. Based on these results, we currently expect to recognize an asset and a corresponding lease liability for an amount to be less than 1% of the Company’s total consolidated assets at adoption. The Company plans to adopt the new guidance in its consolidated financial statements for the year ending December 31, 2021.
New Guidance on Accounting for Credit Losses on Financial Instruments
In June 2016, the FASB issued the new guidance on accounting for current expected credit losses on financial instruments (“CECL.”) The new guidance introduces an approach based on expected losses to estimate credit losses on various financial instruments, including loans. It also modifies the impairment model for available-for-sale debt securities and provides for a simplified accounting model for purchased financial assets with credit deterioration since their origination.
In November 2018, the FASB issued amendments to pending new guidance on CECL to, among other things, align the implementation date for private companies’ annual financial statements with the implementation date for their interim financial statements. Prior to the issuance of these amendments, the guidance on accounting for CECL was effective for private companies for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. These amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, for private companies.
In November 2019, the FASB amended the effective date of the new guidance on CECL. Previously, the amendments and related new guidance on CECL was effective for fiscal years beginning after December 15, 2021, and interim periods within those years, for private companies. The new guidance on CECL is now effective for fiscal years beginning after December 15, 2022 and interim periods within those years. Early adoption is still permitted. The new guidance on CECL is effective for fiscal years beginning after December 15, 2019, and interim periods within those years, for public companies.
The Company is currently assessing the impact that these changes will have on its consolidated financial statements, when adopted. As an Emerging Growth Company, or EGC, the Company currently plans to adopt the

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new guidance on CECL in its consolidated financial statements for the year ending December 31, 2023, or earlier in the event the Company ceases to be an EGC.

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d) Subsequent Events
The effects of significant subsequent events, if any, have been recognized or disclosed in these unaudited interim consolidated financial statements.
2. Interest Earning Deposits with Banks
At March 31,June 30, 2020 and December 31, 2019, interest earning deposits with banks are mainly comprised of deposits with the Federal Reserve of approximately $248.8$182 million and $93 million, respectively. At March 31,June 30, 2020 and December 31, 2019, the average interest rate on these deposits was approximately 1.08%0.54% and 2.19%, respectively. These deposits mature within one year.
3.Securities
Amortized cost and approximate fair values of debt securities available for sale are summarized as follows:
March 31, 2020June 30, 2020
Amortized
Cost
 Gross Unrealized Estimated
Fair Value
Amortized
Cost
 Gross Unrealized Estimated
Fair Value
(in thousands) Gains Losses  Gains Losses 
U.S. government-sponsored enterprise debt securities$844,712
 $31,188
 $(719) $875,181
$807,667
 $24,955
 $(702) $831,920
Corporate debt securities333,359
 2,990
 (6,155) 330,194
376,251
 12,318
 (2,460) 386,109
U.S. government agency debt securities251,731
 3,828
 (2,377) 253,182
230,255
 4,653
 (2,454) 232,454
U.S. treasury securities73,636
 3,689
 
 77,325
2,508
 7
 
 2,515
Municipal bonds62,203
 3,218
 
 65,421
62,168
 4,618
 
 66,786
$1,565,641
 $44,913
 $(9,251) $1,601,303
$1,478,849
 $46,551
 $(5,616) $1,519,784
 December 31, 2019
 Amortized
Cost
 Gross Unrealized Estimated
Fair Value
(in thousands) Gains Losses 
U.S. government sponsored enterprise debt securities$927,205
 $9,702
 $(3,795) $933,112
Corporate debt securities247,836
 5,002
 (2) 252,836
U.S. government agency debt securities230,384
 895
 (2,882) 228,397
U.S. treasury securities106,112
 1
 (1,877) 104,236
Municipal bonds47,652
 2,519
 
 50,171
 $1,559,189
 $18,119
 $(8,556) $1,568,752
 December 31, 2019
 Amortized
Cost
 Gross Unrealized Estimated
Fair Value
(in thousands) Gains Losses 
U.S. government sponsored enterprise debt securities$927,205
 $9,702
 $(3,795) $933,112
Corporate debt securities247,836
 5,002
 (2) 252,836
U.S. government agency debt securities230,384
 895
 (2,882) 228,397
U.S. treasury securities106,112
 1
 (1,877) 104,236
Municipal bonds47,652
 2,519
 
 50,171
 $1,559,189
 $18,119
 $(8,556) $1,568,752

At March 31,June 30, 2020 and December 31, 2019, the Company had no0 foreign sovereign or foreign government agency debt securities. The Company had investments in foreign corporate debt securities of $13.4$16.3 million and $5.2 million at March 31,June 30, 2020 and December 31, 2019, respectively.


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In the three monthsand six month periods ended March 31,June 30, 2020 and 2019, proceeds from sales, gross realized gains, gross realized losses of debt securities available for sale were as follows:
 Three Months Ended June 30, Six Months Ended June 30,
(in thousands)2020 2019 2020 2019
Proceeds from sales, redemptions and calls of debt securities available for sale$100,666
 $103,683
 $239,738
 $216,212
        
Gross realized gains7,537
 1,125
 16,803
 1,573
Gross realized losses
 (133) (23) (577)
Realized gains, net$7,537
 $992
 $16,780
 $996

 Three Months Ended March 31,
(in thousands)2020 2019
Proceeds from sales of debt securities available for sale$139,072
 $112,529
Gross realized gains9,266
 448
Gross realized losses(23) (444)
Realized gains, net$9,243
 $4
The Company’s investment in debt securities available for sale with unrealized losses that are deemed temporary, aggregated by the length of time that individual securities have been in a continuous unrealized loss position, are summarized below:
March 31, 2020June 30, 2020
Less Than 12 Months 12 Months or More TotalLess Than 12 Months 12 Months or More Total
(in thousands)Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
U.S. government-sponsored enterprise debt securities$24,695
 $(132) $24,553
 $(587) $49,248
 $(719)$63,660
 $(341) $15,430
 $(361) $79,090
 $(702)
Corporate debt securities127,093
 (6,155) 
 
 127,093
 (6,155)65,800
 (2,460) 
 
 65,800
 (2,460)
U.S. government agency debt securities18,602
 (117) 98,645
 (2,260) 117,247
 (2,377)19,577
 (131) 92,772
 (2,323) 112,349
 (2,454)
$170,390
 $(6,404) $123,198
 $(2,847) $293,588
 $(9,251)$149,037
 $(2,932) $108,202
 $(2,684) $257,239
 $(5,616)


 December 31, 2019
 Less Than 12 Months 12 Months or More Total
(in thousands)Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
U.S. government sponsored enterprise debt securities$239,446
 $(1,740) $180,274
 $(2,055) $419,720
 $(3,795)
Corporate debt securities8,359
 (1) 300
 (1) 8,659
 (2)
U.S. government agency debt securities41,300
 (251) 117,040
 (2,631) 158,340
 (2,882)
U.S. treasury securities97,471
 (1,877) 
 
 97,471
 (1,877)
 $386,576
 $(3,869) $297,614
 $(4,687) $684,190
 $(8,556)
 December 31, 2019
 Less Than 12 Months 12 Months or More Total
(in thousands)Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
U.S. government sponsored enterprise debt securities$239,446
 $(1,740) $180,274
 $(2,055) $419,720
 $(3,795)
Corporate debt securities8,359
 (1) 300
 (1) 8,659
 (2)
U.S. government agency debt securities41,300
 (251) 117,040
 (2,631) 158,340
 (2,882)
U.S. treasury securities97,471
 (1,877) 
 
 97,471
 (1,877)
 $386,576
 $(3,869) $297,614
 $(4,687) $684,190
 $(8,556)

At March 31,June 30, 2020 and December 31, 2019, the Company held certain debt securities issued or guaranteed by the U.S. government and U.S. government-sponsored entities and agencies. The Company believes these issuers to present little credit risk. The Company considers these securities are not other-than-temporarily impaired because the decline in fair value is attributable to changes in interest rates and investment securities markets, generally, and not credit quality. The Company does not intend to sell these debt securities and it is more likely than not that it will not be required to sell the securities before their anticipated recovery.


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Unrealized losses on municipal and corporate debt securities are attributable to changes in interest rates and investment securities markets, generally, and as a result, temporary in nature. The Company considers these securities are not other-than-temporarily impaired because the issuers of these debt securities are considered to be high quality, and generally present little credit risk. The Company does not intend to sell these investments and it is more likely than not that it will not be required to sell these investments before their anticipated recovery.
Contractual maturities of debt securities at March 31,June 30, 2020 are as follows:
 Available for Sale Held to Maturity
(in thousands)Amortized
Cost
 Estimated
Fair Value
 Amortized
Cost
 Estimated
Fair Value
Within 1 year$78,742
 $79,080
 $
 $
After 1 year through 5 years173,554
 178,179
 
 
After 5 years through 10 years306,852
 322,314
 11,515
 12,020
After 10 years919,701
 940,211
 54,101
 55,064
 $1,478,849
 $1,519,784
 $65,616
 $67,084

 Available for Sale Held to Maturity
(in thousands)Amortized
Cost
 Estimated
Fair Value
 Amortized
Cost
 Estimated
Fair Value
Within 1 year$103,743
 $103,995
 $
 $
After 1 year through 5 years167,055
 166,952
 
 
After 5 years through 10 years280,460
 285,762
 11,567
 11,793
After 10 years1,014,383
 1,044,594
 58,769
 59,561
 $1,565,641
 $1,601,303
 $70,336
 $71,354
Equity securities with readily available fair value not held for trading consist of mutual funds with an original cost of $24.0 million, and fair value of $24.2$24.4 million and $23.8 million as of March 31,June 30, 2020 and December 31, 2019, respectively. These equity securities have no stated maturities. During the three monthsand six month periods ended March 31,June 30, 2020, wethe Company recognized an unrealized gaingains of $0.4$0.2 million and $0.6 million, respectively, related to the change in marketfair value of these mutual funds. NoNaN gain was recognized during the three monthsand six month periods ended March 31,June 30, 2019.
4.Loans
The loan portfolio consists of the following loan classes:
(in thousands)June 30,
2020
 December 31,
2019
Real estate loans   
Commercial real estate   
Non-owner occupied$1,841,075
 $1,891,802
Multi-family residential823,450
 801,626
Land development and construction loans284,766
 278,688
 2,949,291
 2,972,116
Single-family residential589,713
 539,102
Owner occupied938,511
 894,060
 4,477,515
 4,405,278
Commercial loans1,247,455
 1,234,043
Loans to financial institutions and acceptances16,597
 16,552
Consumer loans and overdrafts130,704
 88,466
 $5,872,271
 $5,744,339


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(in thousands)March 31,
2020
 December 31,
2019
Real estate loans   
Commercial real estate   
Non-owner occupied$1,875,293
 $1,891,802
Multi-family residential834,016
 801,626
Land development and construction loans225,179
 278,688
 2,934,488
 2,972,116
Single-family residential569,340
 539,102
Owner occupied923,260
 894,060
 4,427,088
 4,405,278
Commercial loans1,084,751
 1,234,043
Loans to financial institutions and acceptances16,576
 16,552
Consumer loans and overdrafts139,912
 88,466
 $5,668,327
 $5,744,339

At March 31,June 30, 2020 and December 31, 2019, loans with an outstanding principal balance of $1.5 billion and $1.6 billion, respectively, were pledged as collateral to secure advances from the FHLB.

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The amounts above include loans under syndication facilities of approximately $488$477 million and $562 million at March 31,June 30, 2020 and December 31, 2019, respectively, which include Shared National Credit facilities and agreements to enter into credit agreements with other lenders (club deals), and other agreements.
The following tables summarize international loans by country, net of loans fully collateralized with cash of approximately $14.5$11.9 million and $15.2 million at March 31,June 30, 2020 and December 31, 2019, respectively.
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
(in thousands)Venezuela Others (1) Total Venezuela Others (1) TotalVenezuela Others (1) Total Venezuela Others (1) Total
Real estate loans                      
Single-family residential (2)$97,517
 $7,571
 $105,088
 $103,979
 $7,692
 $111,671
$93,409
 $9,771
 $103,180
 $103,979
 $7,692
 $111,671
Commercial loans
 57,348
 57,348
 
 43,850
 43,850

 45,029
 45,029
 
 43,850
 43,850
Loans to financial institutions and acceptances
 8
 8
 
 5
 5

 10
 10
 
 5
 5
Consumer loans and overdrafts (3)(4)427
 7,688
 8,115
 8,318
 7,593
 15,911
361
 7,585
 7,946
 8,318
 7,593
 15,911
$97,944
 $72,615
 $170,559
 $112,297
 $59,140
 $171,437
$93,770
 $62,395
 $156,165
 $112,297
 $59,140
 $171,437
__________________
(1)Loans to borrowers in 12 other countries which do not individually exceed 1% of total assets (14 countries at December 31, 2019).
(2)Corresponds to mortgage loans secured by single-family residential properties located in the U.S.
(3)
At December 31, 2019, Venezuela balances are mostly comprised of credit card extensions of credit to customers with deposits with the Bank. The Company phased out its legacy credit card products to further strengthen its credit quality. During the first quarter of 2020, the remaining balances related to the credit card product were repaid, therefore, there are no0 outstanding credit card balances as of March 31,June 30, 2020.
(4)Overdrafts to customers outside the United States were de minimis at March 31,June 30, 2020 and December 31, 2019.




The age analysis of the loan portfolio by class, including nonaccrual loans, as of March 31, June 30, 2020 and December 31, 2019 are summarized in the following tables:
 March 31, 2020
 Total Loans,
Net of
Unearned
Income
   Past Due Total Loans in
Nonaccrual
Status
 Total Loans
90 Days or More
Past Due
and Accruing
(in thousands) Current 30-59
Days
 60-89
Days
 Greater than
90 Days
 Total Past
Due
  
Real estate loans               
Commercial real estate               
Non-owner occupied$1,875,293
 $1,875,293
 $
 $
 $
 $
 $1,936
 $
Multi-family residential834,016
 834,016
 
 
 
 
 
 
Land development and construction loans225,179
 225,179
 
 
 
 
 
 
 2,934,488
 2,934,488
 
 
 
 
 1,936
 
Single-family residential569,340
 557,717
 8,438
 
 3,185
 11,623
 7,077
 5
Owner occupied923,260
 910,269
 9,004
 1,208
 2,779
 12,991
 13,897
 
 4,427,088
 4,402,474
 17,442
 1,208
 5,964
 24,614
 22,910
 5
Commercial loans1,084,751
 1,076,834
 5,626
 425
 1,866
 7,917
 9,993
 
Loans to financial institutions and acceptances16,576
 16,576
 
 
 
 
 
 
Consumer loans and overdrafts139,912
 139,682
 170
 29
 31
 230
 467
 12
 $5,668,327
 $5,635,566
 $23,238
 $1,662
 $7,861
 $32,761
 $33,370
 $17


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Notes to Interim Consolidated Financial Statements (Unaudited)


 June 30, 2020
 Total Loans,
Net of
Unearned
Income
   Past Due Total Loans in
Nonaccrual
Status
 Total Loans
90 Days or More
Past Due
and Accruing
(in thousands) Current 30-59
Days
 60-89
Days
 Greater than
90 Days
 Total Past
Due
  
Real estate loans               
Commercial real estate               
Non-owner occupied$1,841,075
 $1,834,585
 $6,490
 $
 $
 $6,490
 $8,426
 $
Multi-family residential823,450
 823,450
 
 
 
 
 
 
Land development and construction loans284,766
 284,766
 
 
 
 
 
 
 2,949,291
 2,942,801
 6,490
 
 
 6,490
 8,426
 
Single-family residential589,713
 584,115
 38
 940
 4,620
 5,598
 7,975
 
Owner occupied938,511
 934,271
 502
 47
 3,691
 4,240
 11,828
 
 4,477,515
 4,461,187
 7,030
 987
 8,311
 16,328
 28,229
 
Commercial loans1,247,455
 1,239,173
 815
 3,198
 4,269
 8,282
 48,961
 
Loans to financial institutions and acceptances16,597
 16,597
 
 
 
 
 
 
Consumer loans and overdrafts130,704
 130,611
 23
 12
 58
 93
 70
 
 $5,872,271
 $5,847,568
 $7,868
 $4,197
 $12,638
 $24,703
 $77,260
 $
 December 31, 2019
 Total Loans,
Net of
Unearned
Income
   Past Due Total Loans in
Nonaccrual
Status
 Total Loans
90 Days or More
Past Due
and Accruing
(in thousands) Current 30-59
Days
 60-89
Days
 Greater than
90 Days
 Total Past
Due
  
Real estate loans               
Commercial real estate               
Non-owner occupied$1,891,802
 $1,891,801
 $1
 $
 $
 $1
 $1,936
 $
Multi-family residential801,626
 801,626
 
 
 
 
 
 
Land development and construction loans278,688
 278,688
 
 
 
 
 
 
 2,972,116
 2,972,115
 1
 
 
 1
 1,936
 
Single-family residential539,102
 530,399
 4,585
 1,248
 2,870
 8,703
 7,291
 
Owner occupied894,060
 888,158
 1,360
 1,724
 2,818
 5,902
 14,130
 
 4,405,278
 4,390,672
 5,946
 2,972
 5,688
 14,606
 23,357
 
Commercial loans1,234,043
 1,226,320
 4,418
 608
 2,697
 7,723
 9,149
 
Loans to financial institutions and acceptances16,552
 16,552
 
 
 
 
 
 
Consumer loans and overdrafts88,466
 88,030
 215
 176
 45
 436
 416
 5
 $5,744,339
 $5,721,574
 $10,579
 $3,756
 $8,430
 $22,765
 $32,922
 $5



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Notes to Interim Consolidated Financial Statements (Unaudited)



5.Allowance for Loan Losses
The analyses by loan segment of the changes in the allowance for loan losses for the three monthsand six month periods ended March 31,June 30, 2020 and 2019, and its allocation by impairment methodology and the related investment in loans, net as of March 31,June 30, 2020 and 2019 are summarized in the following tables:
Three Months Ended March 31, 2020Three Months Ended June 30, 2020
(in thousands)Real Estate Commercial Financial
Institutions
 Consumer
and Others
 TotalReal Estate Commercial Financial
Institutions
 Consumer
and Others
 Total
Balances at beginning of the period$25,040
 $22,482
 $42
 $4,659
 $52,223
$36,430
 $29,062
 $42
 $7,414
 $72,948
Provision for loan losses11,390
 7,530
 
 3,080
 22,000
18,068
 30,542
 (42) 52
 48,620
Loans charged-off                  
Domestic
 (1,101) 
 (222) (1,323)
 (2,075) 
 (44) (2,119)
International
 (34) 
 (251) (285)
 
 
 (7) (7)
Recoveries
 185
 
 148
 333

 50
 
 160
 210
Balances at end of the period$36,430
 $29,062
 $42
 $7,414
 $72,948
$54,498
 $57,579
 $
 $7,575
 $119,652
         
Allowance for loan losses by impairment methodology:         
Individually evaluated$1,157
 $4,038
 $
 $1,525
 $6,720
Collectively evaluated35,273
 25,024
 42
 5,889
 66,228
$36,430
 $29,062
 $42
 $7,414
 $72,948
Investment in loans, net of unearned income:         
Individually evaluated$1,936
 $24,232
 $
 $7,521
 $33,689
Collectively evaluated2,931,900
 2,104,220
 16,576
 581,942
 5,634,638
$2,933,836
 $2,128,452
 $16,576
 $589,463
 $5,668,327


 Six Months Ended June 30, 2020
(in thousands)Real Estate Commercial Financial
Institutions
 Consumer
and Others
 Total
Balances at beginning of the period$25,040
 $22,482
 $42
 $4,659
 $52,223
Provision for loan losses29,458
 38,072
 (42) 3,132
 70,620
Loans charged-off         
Domestic
 (3,176) 
 (266) (3,442)
International
 (34) 
 (258) (292)
Recoveries
 235
 
 308
 543
Balances at end of the period$54,498
 $57,579
 $
 $7,575
 $119,652



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Notes to Interim Consolidated Financial Statements (Unaudited)


 Three Months Ended March 31, 2019
(in thousands)Real Estate Commercial Financial
Institutions
 Consumer
and Others
 Total
Balances at beginning of the period$22,778
 $30,018
 $445
 $8,521
 $61,762
(Reversal of) provision for loan losses(322) (31) (339) 692
 
Loans charged-off        
Domestic
 (992) 
 (196) (1,188)
International
 (18) 
 (406) (424)
Recoveries
 123
 
 49
 172
Balances at end of the period$22,456
 $29,100
 $106
 $8,660
 $60,322
          
Allowance for loan losses by impairment methodology         
Individually evaluated$
 $1,593
 $
 $1,202
 $2,795
Collectively evaluated22,456
 27,507
 106
 7,458
 57,527
 $22,456
 $29,100
 $106
 $8,660
 $60,322
Investment in loans, net of unearned income         
Individually evaluated$711
 $12,325
 $
 $3,392
 $16,428
Collectively evaluated3,016,569
 2,137,165
 27,985
 536,291
 5,718,010
 $3,017,280
 $2,149,490
 $27,985
 $539,683
 $5,734,438
 June 30, 2020
(in thousands)Real Estate Commercial Financial
Institutions
 Consumer
and Others
 Total
Allowance for loan losses by impairment methodology:         
Individually evaluated$2,565
 $23,640
 $
 $1,499
 $27,704
Collectively evaluated51,933
 33,939
 
 6,076
 91,948
 $54,498
 $57,579
 $
 $7,575
 $119,652
Investment in loans, net of unearned income:         
Individually evaluated$8,426
 $61,101
 $
 $8,022
 $77,549
Collectively evaluated2,918,353
 2,270,212
 16,597
 589,560
 5,794,722
 $2,926,779
 $2,331,313
 $16,597
 $597,582
 $5,872,271

 Three Months Ended June 30, 2019
(in thousands)Real Estate Commercial Financial
Institutions
 Consumer
and Others
 Total
Balances at beginning of the period$22,456
 $29,100
 $106
 $8,660
 $60,322
(Reversal of) provision for loan losses(556) (2,646) (46) 1,898
 (1,350)
Loans charged-off        
Domestic
 (874) 
 (210) (1,084)
International
 (43) 
 (894) (937)
Recoveries
 287
 
 166
 453
Balances at end of the period$21,900
 $25,824
 $60
 $9,620
 $57,404

 Six Months Ended June 30, 2019
(in thousands)Real Estate Commercial Financial
Institutions
 Consumer
and Others
 Total
Balances at beginning of the period$22,778
 $30,018
 $445
 $8,521
 $61,762
(Reversal of) provision for loan losses(878) (2,677) (385) 2,590
 (1,350)
Loans charged-off         
Domestic
 (1,866) 
 (406) (2,272)
International
 (61) 
 (1,300) (1,361)
Recoveries
 410
 
 215
 625
Balances at end of the period$21,900
 $25,824
 $60
 $9,620
 $57,404


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Notes to Interim Consolidated Financial Statements (Unaudited)

 June 30, 2019
(in thousands)Real Estate Commercial Financial
Institutions
 Consumer
and Others
 Total
Allowance for loan losses by impairment methodology         
Individually evaluated$527
 $2,608
 $
 $1,390
 $4,525
Collectively evaluated21,373
 23,216
 60
 8,230
 52,879
 $21,900
 $25,824
 $60
 $9,620
 $57,404
Investment in loans, net of unearned income         
Individually evaluated$2,621
 $19,298
 $
 $6,633
 $28,552
Collectively evaluated3,123,437
 2,104,143
 25,006
 531,617
 5,784,203
 $3,126,058
 $2,123,441
 $25,006
 $538,250
 $5,812,755


The following is a summary of the recorded investment amount of loan sales by portfolio segment:
Three Months Ended June 30,
(in thousands)
Real Estate Commercial Financial
Institutions
 Consumer
and others
 Total
2020$
 $
 $
 $2,126
 $2,126
2019$
 $59,282
 $
 $2,957
 $62,239
Three Months Ended March 31,
(in thousands)
Real Estate Commercial Financial
Institutions
 Consumer
and others
 Total
2020$
 $11,901
 $
 $1,208
 $13,109
2019$23,475
 $126,838
 $
 $1,864
 $152,177




19
Six Months Ended June 30,
(in thousands)
Real Estate Commercial Financial
Institutions
 Consumer
and others
 Total
2020$
 $11,901
 $
1,864
$3,334
 $15,235
2019$23,475
 $186,120
 $
1,864,000
$4,821
 $214,416


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Notes to Interim Consolidated Financial Statements (Unaudited)


The following is a summary of impaired loans as of March 31,June 30, 2020 and December 31, 2019:
March 31, 2020June 30, 2020
 Recorded Investment     Recorded Investment    
(in thousands) With a Valuation Allowance  Without a Valuation Allowance  Total  Year Average (1)  Total Unpaid Principal Balance Valuation Allowance With a Valuation Allowance  Without a Valuation Allowance  Total  Year Average (1)  Total Unpaid Principal Balance Valuation Allowance
Real estate loans                      
Commercial real estate                      
Non-owner occupied$1,936
 $
 $1,936
 $1,943
 $1,936
 $1,157
$8,426
 $
 $8,426
 $3,559
 $8,434
 $2,565
Multi-family residential
 
 
 164
 
 

 
 
 
 
 
Land development and construction
loans

 
 
 
 
 

 
 
 
 
 
1,936
 
 1,936
 2,107
 1,936
 1,157
8,426
 
 8,426
 3,559
 8,434
 2,565
Single-family residential4,499
 2,831
 7,330
 6,471
 7,610
 1,071
5,596
 2,645
 8,241
 6,816
 8,381
 1,469
Owner occupied1,481
 12,470
 13,951
 11,857
 13,791
 510
1,525
 10,350
 11,875
 12,413
 11,716
 522
7,916
 15,301
 23,217
 20,435
 23,337
 2,738
15,547
 12,995
 28,542
 22,788
 28,531
 4,556
Commercial loans8,139
 1,854
 9,993
 9,228
 10,039
 3,528
47,088
 1,849
 48,937
 19,130
 51,617
 23,118
Consumer loans and overdrafts470
 9
 479
 270
 537
 454
61
 9
 70
 264
 63
 30
$16,525
 $17,164
 $33,689
 $29,933
 $33,913
 $6,720
$62,696
 $14,853
 $77,549
 $42,182
 $80,211
 $27,704
_______________
(1)Average using trailing four quarter balances.


 December 31, 2019
  Recorded Investment    
(in thousands) With a Valuation Allowance  Without a Valuation Allowance  Total  Year Average (1)  Total Unpaid Principal Balance  Valuation Allowance
Real estate loans           
Commercial real estate           
Non-owner occupied$1,936
 $
 $1,936
 $1,459
 $1,936
 $1,161
Multi-family residential
 
 
 342
 
 
Land development and construction loans
 
 
 
 
 
 1,936
 
 1,936
 1,801
 1,936
 1,161
Single-family residential4,739
 729
 5,468
 5,564
 5,598
 946
Owner occupied6,169
 7,906
 14,075
 9,548
 13,974
 501
 12,844
 8,635
 21,479
 16,913
 21,508
 2,608
Commercial loans8,415
 13
 8,428
 8,552
 8,476
 1,288
Consumer loans and overdrafts395
 9
 404
 153
 402
 378
 $21,654
 $8,657
 $30,311
 $25,618
 $30,386
 $4,274
_______________
(1)Average using trailing four quarter balances.



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Notes to Interim Consolidated Financial Statements (Unaudited)



There were no new loan modifications considered troubled debt restructurings (“TDRs”) during the first quarter ofthree and six months periods ended June 30, 2020. As of March 31,June 30, 2020, TDRs mainly consist of a multiple loan relationship with a South Florida customer including CRE, owner occupied and commercial loans totaling $9.7$7.3 million. This TDR consisted of extending repayment terms and adjusting future periodic payments which resulted in no additional reserves. Fourreserves at the time of its modification. NaN residential loans, totaling $2.1 million at March 31,June 30, 2020, which are included in this loan relationship, were not modified. The Company believes the specific reserves associated with this loan relationship, which total $3.6$1.4 million at March 31,June 30, 2020, are adequate to cover probable losses given current facts and circumstances. In the fourth quarter of 2019, this $9.7$7.3 million TDR loan relationship did not perform in accordance with the restructured terms. The Company will continuecontinues to closely monitor the performance of these loans under their modified terms. Since March 31,June 30, 2019, no0 additional TDRs subsequently defaulted under their modified terms. In addition, during the first quarterhalf of 2020, there were no charge-offsthe company charged off $1.9 million against the allowance for loan losses associated with TDR loans.
On March 26, 2020, the Company began offering loan payment relief options to customers impacted by the COVID-19 pandemic, including interest-only and/or forbearance options. These programs continued in the second quarter of 2020. Consistent with accounting and regulatory guidance, temporary modifications granted under these programs are not considered TDRs. The Company is actively monitoring these loans to permit the proactive identification of negative patterns by industry and/or region and pursuing remediation efforts in a timely manner. While the economic disruption caused by the COVID-19 pandemic is expected to impact the Company's credit quality, it is difficult to estimate the potential outcome due to the uncertain duration and scope of the slowdown in U.S. economic activity. The Company will continue to closely monitor the performance of loans to borrowers in impacted sectors, and will reassess its provisions as conditions evolve. As of May 1, 2020, loansLoans which have been modified under these programs totaled $1,119 million.$1.1 billion as of June 30, 2020. As of this date, loans in these programs on which the interest-only and/or forbearance period expired totaled $504.7 million, or 45.4% of total modified loans. The Company is closely monitoring the performancecollected payments due on $8.4 million of thesemodified loans under the terms of the temporary relief granted.through June 30, 2020. Modified loans totaling $496.3 million are due by July 31, 2020.






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Loans by Credit Quality Indicators
Loans by credit quality indicators as of March 31,June 30, 2020 and December 31, 2019 are summarized in the following tables:
March 31, 2020June 30, 2020
 Credit Risk Rating   Credit Risk Rating  
Nonclassified
  Classified  Nonclassified
  Classified  
(in thousands)Pass Special Mention  Substandard  Doubtful  Loss  TotalPass Special Mention  Substandard  Doubtful  Loss  Total
Real estate loans                      
Commercial real estate                      
Non-owner occupied$1,872,600
 $
 $757
 $1,936
 $
 $1,875,293
$1,829,770
 $2,127
 $7,242
 $1,936
 $
 $1,841,075
Multi-family residential834,016
 
 
 
 
 834,016
823,450
 
 
 
 
 823,450
Land development and construction loans215,327
 9,852
 
 
 
 225,179
277,570
 7,196
 
 
 
 284,766
2,921,943
 9,852
 757
 1,936
 
 2,934,488
2,930,790
 9,323
 7,242
 1,936
 
 2,949,291
Single-family residential562,258
 
 7,082
 
 
 569,340
581,586
 
 8,127
 
 
 589,713
Owner occupied902,065
 7,190
 14,005
 
 
 923,260
916,485
 7,884
 14,142
 
 
 938,511
4,386,266
 17,042
 21,844
 1,936
 
 4,427,088
4,428,861
 17,207
 29,511
 1,936
 
 4,477,515
Commercial loans1,070,062
 2,587
 9,459
 2,643
 
 1,084,751
1,185,758
 5,664
 35,211
 20,822
 
 1,247,455
Loans to financial institutions and acceptances16,576
 
 
 
 
 16,576
16,597
 
 
 
 
 16,597
Consumer loans and overdrafts139,437
 
 41
 434
 
 139,912
130,623
 
 81
 
 
 130,704
$5,612,341
 $19,629
 $31,344
 $5,013
 $
 $5,668,327
$5,761,839
 $22,871
 $64,803
 $22,758
 $
 $5,872,271




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Notes to Interim Consolidated Financial Statements (Unaudited)


 December 31, 2019
  Credit Risk Rating  
 Nonclassified
  Classified  
(in thousands)Pass Special Mention  Substandard  Doubtful  Loss  Total
Real estate loans           
Commercial real estate           
Non-owner occupied$1,879,780
 $9,324
 $762
 $1,936
 $
 $1,891,802
Multi-family residential801,626
 
 
 
 
 801,626
 Land development and construction loans268,733
 9,955
 
 
 
 278,688
 2,950,139
 19,279
 762
 1,936
 
 2,972,116
Single-family residential531,811
 
 7,291
 
 
 539,102
Owner occupied871,682
 8,138
 14,240
 
 
 894,060
 4,353,632
 27,417
 22,293
 1,936
 
 4,405,278
Commercial loans1,217,399
 5,569
 8,406
 2,669
 
 1,234,043
Loans to financial institutions and acceptances16,552
 
 
 
 
 16,552
Consumer loans and overdrafts88,042
 
 67
 357
 
 88,466
 $5,675,625
 $32,986
 $30,766
 $4,962
 $
 $5,744,339
 December 31, 2019
  Credit Risk Rating  
 Nonclassified
  Classified  
(in thousands)Pass Special Mention  Substandard  Doubtful  Loss  Total
Real estate loans           
Commercial real estate           
Non-owner occupied$1,879,780
 $9,324
 $762
 $1,936
 $
 $1,891,802
Multi-family residential801,626
 
 
 
 
 801,626
 Land development and construction loans268,733
 9,955
 
 
 
 278,688
 2,950,139
 19,279
 762
 1,936
 
 2,972,116
Single-family residential531,811
 
 7,291
 
 
 539,102
Owner occupied871,682
 8,138
 14,240
 
 
 894,060
 4,353,632
 27,417
 22,293
 1,936
 
 4,405,278
Commercial loans1,217,399
 5,569
 8,406
 2,669
 
 1,234,043
Loans to financial institutions and acceptances16,552
 
 
 
 
 16,552
Consumer loans and overdrafts88,042
 
 67
 357
 
 88,466
 $5,675,625
 $32,986
 $30,766
 $4,962
 $
 $5,744,339

6.Time Deposits
Time deposits in denominations of $100,000 or more amounted to approximately $1.5 billion and $1.4 billion at March 31,June 30, 2020 and December 31, 2019, respectively. Time deposits in denominations of more than $250,000 amounted to approximately $796$784 million and $733 million at March 31,June 30, 2020 and December 31, 2019, respectively. As of March 31,June 30, 2020 and December 31, 2019, brokered time deposits amounted to $647$588 million and $662 million, respectively.
7.Advances from the Federal Home Loan Bank and Other Borrowings
At March 31,June 30, 2020 and December 31, 2019, the Company had outstanding advances from the FHLB and other borrowings as follows:
 Outstanding Balance Outstanding Balance
Year of Maturity Interest
Rate
 Interest
Rate Type
 At March 31, 2020 At December 31, 2019 Interest
Rate
 Interest
Rate Type
 At June 30, 2020 At December 31, 2019
 (in thousands) (in thousands)
2020 0.44% to 2.35% Fixed 155,000
 135,000
 0.44% to 2.35% Fixed 
 135,000
2020 1.73% to 2.03% Variable 60,000
 150,000
 1.73% to 2.03% Variable 
 150,000
2021 1.75% to 3.08% Fixed 210,000
 210,000
 1.75% to 3.08% Fixed 
 210,000
2022 0.65% to 2.80% Fixed 170,000
 120,000
 0.65% to 2.80% Fixed 50,000
 120,000
2023 and after (1) 0.62% to 3.23% Fixed 670,000
 620,000
 0.62% to 3.23% Fixed 1,000,000
 620,000
 $1,265,000
 $1,235,000
 $1,050,000
 $1,235,000


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_______________
(1)As of March 31,June 30, 2020 and December 31, 2019, includeincludes $530 million (fixed interest rates raging from 0.62% to 0.97%) in advances from the FHLB that are callable prior to maturity.


In early April 2020, the Company restructured $420.0 million of its fixed-rate FHLB advances extending their original maturities from 2021 to 2023 at lower interest rates. The Company incurred a loss of $17.0 million as a result of this restructuring which was blended into the new interest rates of these advances affecting the yields through their remaining maturities. The Company accounted for these transactions as the modification of existing debt in accordance with U.S. GAAP.

8.Senior Notes
8.On June 23, 2020, the Company completed a $60.0 million offering of senior notes with a coupon rate of 5.75% and due 2025 (the “Senior Notes”). The net proceeds, after direct issuance costs of $1.6 million, totaled $58.4 million. The Senior Notes are presented net of direct issuance costs in the consolidated financial statements. These costs have been deferred and are being amortized over the term of the Senior Notes of 5 years as an adjustment to yield. These Senior Notes are unsecured and unsubordinated, rank equally with all of our existing and future unsecured and unsubordinated indebtedness, and are fully and unconditionally guaranteed by our wholly-owned intermediate holding company subsidiary Amerant Florida Bancorp.

9.Junior Subordinated Debentures Held by Trust Subsidiaries
The following table provides information ofon the outstanding Trust Preferred Securities issued by, and the junior subordinated debentures issued to, each of the statutory trust subsidiaries as of March 31,June 30, 2020 and December 31, 2019:
 June 30, 2020 December 31, 2019      
(in thousands)Amount of
Trust
Preferred
Securities
Issued by
Trust
 Principal
Amount of
Debenture
Issued to
Trust
 Amount of
Trust
Preferred
Securities
Issued by
Trust
 Principal
Amount of
Debenture
Issued to
Trust
 Year of
Issuance
 Annual Rate of Trust
Preferred Securities
and Debentures
 Year of
Maturity
Commercebank Capital Trust I$
 $
 $26,830
 $28,068
 1998 8.90% 2028
Commercebank Capital Trust VI9,250
 9,537
 9,250
 9,537
 2002 3-M LIBOR + 3.35% 2033
Commercebank Capital Trust VII8,000
 8,248
 8,000
 8,248
 2003 3-M LIBOR + 3.25% 2033
Commercebank Capital Trust VIII5,000
 5,155
 5,000
 5,155
 2004 3-M LIBOR + 2.85% 2034
Commercebank Capital Trust IX25,000
 25,774
 25,000
 25,774
 2006 3-M LIBOR + 1.75% 2038
Commercebank Capital Trust X15,000
 15,464
 15,000
 15,464
 2006 3-M LIBOR + 1.78% 2036
 $62,250
 $64,178
 $89,080
 $92,246
      
 March 31, 2020 December 31, 2019      
(in thousands)Amount of
Trust
Preferred
Securities
Issued by
Trust
 Principal
Amount of
Debenture
Issued to
Trust
 Amount of
Trust
Preferred
Securities
Issued by
Trust
 Principal
Amount of
Debenture
Issued to
Trust
 Year of
Issuance
 Annual Rate of Trust
Preferred Securities
and Debentures
 Year of
Maturity
Commercebank Capital Trust I$
 $
 $26,830
 $28,068
 1998 8.90% 2028
Commercebank Capital Trust VI9,250
 9,537
 9,250
 9,537
 2002 3-M LIBOR + 3.35% 2033
Commercebank Capital Trust VII8,000
 8,248
 8,000
 8,248
 2003 3-M LIBOR + 3.25% 2033
Commercebank Capital Trust VIII5,000
 5,155
 5,000
 5,155
 2004 3-M LIBOR + 2.85% 2034
Commercebank Capital Trust IX25,000
 25,774
 25,000
 25,774
 2006 3-M LIBOR + 1.75% 2038
Commercebank Capital Trust X15,000
 15,464
 15,000
 15,464
 2006 3-M LIBOR + 1.78% 2036
 $62,250
 $64,178
 $89,080
 $92,246
      

On January 30, 2020, the Company redeemed all $26.8 million of its outstanding 8.90% trust preferred capital securities issued by Commercebank Capital Trust I (“Capital Trust I”) at a redemption price of 100%. The Company simultaneously redeemed all junior subordinated debentures held by Capital Trust I as part of this redemption transaction. This redemption reduced total cash and cash equivalents by $27.1 million, financial liabilities by $28.1

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$28.1 million, other assets by $3.4 million, and other liabilities by $2.2 million.million during the three months ended March 31, 2020. In addition, the Company recorded a charge of $0.3 million during the same period for the unamortized issuance costs. This redemption reduced the Company’s Tier 1 equity capital by a net amount of $24.7 million.


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9.10.Derivative Instruments
At March 31,June 30, 2020 and December 31, 2019, the fair values of the Company’s derivative instruments were as follows:
 June 30, 2020 December 31, 2019
(in thousands)Other Assets Other Liabilities Other Assets Other Liabilities
Interest rate swaps designated as cash flow hedges$79
 $2,005
 $301
 $
Interest rate swaps not designated as hedging instruments:       
Customers47,116
 
 11,236
 527
Third party broker
 47,116
 527
 11,236
 47,116
 47,116
 11,763
 11,763
Interest rate caps not designated as hedging instruments:       
Customers
 57
 
 46
Third party broker16
 
 33
 
 16
 57
 33
 46
 $47,211
 $49,178
 $12,097
 $11,809

 March 31, 2020 December 31, 2019
(in thousands)Other Assets Other Liabilities Other Assets Other Liabilities
Interest rate swaps designated as cash flow hedges$
 $1,773
 $301
 $
Interest rate swaps not designated as hedging instruments:       
Customers42,280
 
 11,236
 527
Third party broker
 42,280
 527
 11,236
 42,280
 42,280
 11,763
 11,763
Interest rate caps not designated as hedging instruments:       
Customers
 69
 
 46
Third party broker20
 
 33
 
 20
 69
 33
 46
 $42,300
 $44,122
 $12,097
 $11,809
NoNaN hedge ineffectiveness gains or losses were recognized on derivatives designated as hedging instruments in the three monthsand six month periods ended March 31,June 30, 2020 and 2019.
Derivatives Not Designated as Hedging Instruments
Interest Rate Swaps
At March 31,June 30, 2020 and December 31, 2019, the Company had 5667 and 49 interest rate swap contracts with customers, respectively, with a total notional amount of $406.1$456.9 million and $405.2 million, respectively. These instruments involve the payment of fixed-ratevariable-rate amounts in exchange for the Company receiving variable-rate paymentsfixed-rate amounts over the life of the contract. In addition, at March 31,June 30, 2020 and December 31, 2019, the Company had 5667 and 49 interest rate swap mirror contracts, respectively, with third party brokers with similar terms.
In 2019, the Company entered into swap participation agreements with other financial institutions to manage the credit risk exposure on certain interest rate swaps with customers. Under these agreements, the Company, as the beneficiary or guarantor, will receive or make payments from/to the counterparty if the borrower defaults on the related interest rate swap contract. As of March 31,June 30, 2020 and December 31, 2019, the Company had two2 and three3 swap participation agreements, respectively, with total notional amounts of approximately $32.0 million and $50.2 million, respectively. The notional amount of these agreements is based on the Company’s pro-rata share of the related interest rate swap contracts. As of March 31,June 30, 2020 and December 31, 2019, the fair value of swap participation agreements was not significant.

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Interest Rate Caps
At March 31,June 30, 2020 and December 31, 2019, the Company had 1918 and 16 interest rate cap contracts with customers with a total notional amount of $401.8$360.5 million and $315.2 million, respectively. These instruments involve the Company making payments if an interest rate exceeds the agreed strike price. In addition, at March 31,June 30, 2020 and December 31, 2019, the Company had 1211 and 13 interest rate cap mirror contracts, respectively, with various third party brokers with total notional amounts of $225.7$184.4 million and $234.1 million, respectively.

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10.11.Stock-based Incentive Compensation Plan
The Company sponsors the 2018 Equity and Incentive Compensation Plan (the “2018 Equity Plan”). See Note 11 to the Company’s audited consolidated financial statements in the 2019 annual report on Form 10-K for more information on the 2018 Equity Plan and stock-based compensation awards for the year ended 2019, including restricted stocks and restricted stock units (“RSUs”).
Restricted Stock Awards
The following table shows the activity of restricted stock awards induring the threesix months ended March 31,June 30, 2020:
 Number of restricted sharesWeighted-average grant date fair value
Non-vested shares, beginning of year495,131
$13.48
Granted6,591
15.17
Vested(433)13.58
Forfeited(64,281)13.45
Non-vested shares at June 30, 2020437,008
$13.51

 Number of restricted sharesWeighted-average grant date fair value
Non-vested shares, beginning of year495,131
$13.48
Granted6,591
15.17
Vested(433)13.58
Forfeited(54,462)13.45
Non-vested shares at March 31, 2020446,827
$13.51
During the three months ended March 31, 2020 and 2019, theThe Company recorded $0.3 million and $1.5 million, respectively, of compensation expense related to the restricted stock awards. Theawards of $0.6 million and $1.5 million during the three months ended June 30, 2020 and 2019, respectively, and $1.0 million and $3.0 million during the six months ended June 30, 2020 and 2019, respectively.The total unamortized deferred compensation expense of $2.9$2.1 million for all unvested restricted stock outstanding at March 31,June 30, 2020 will be recognized over a weighted average period of 1.41.2 years.
Restricted Stock Units
The following table shows the activity of RSUs during the six months ended June 30, 2020:

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 Stock-settled RSUs Cash-settled RSUsTotal RSUs
 Number of RSUs Weighted-average grant date fair value Number of RSUs Weighted-average grant date fair valueNumber of RSUs Weighted-average grant date fair value
Nonvested, beginning of year35,489
 $13.91
 19,230
 $13.45
54,719
 $13.75
Granted22,302
 13.45
 11,151
 13.45
33,453
 13.45
Vested(3,439) 18.17
 
 
(3,439) 18.17
Forfeited
 
 
 

 
Non-vested, end of year54,352
 $13.45
 30,381
 $13.45
84,733
 $13.45
`
The Company recorded compensation expense related to RSUs of $0.1 million and $0.2 million during the the three and six months ended June 30, 2020, respectively. The total unamortized deferred compensation expense of $0.4 million for all unvested stock-settled RSUs outstanding at June 30, 2020 will be recognized over a weighted average period of 1.0 year.
11.12.Income Taxes
The Company uses an estimated annual effective tax rate method in computing its interim tax provision. This effective tax rate is based on forecasted annual consolidated pre-tax income, permanent tax differences and statutory tax rates. Under this method, the tax effect of certain items that do not meet the definition of ordinary income or expense are computed and recognized as discrete items when they occur.
The effective combined federal and state tax rates for the threesix months ended March 31,June 30, 2020 and 2019 were 20.83%20.75% and 21.49%21.50%, respectively. Effective tax rates differ from the statutory rates mainly due to the impact of forecasted permanent non-taxable interest and other income, and the effect of corporate state taxes.


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12.13.    Accumulated Other Comprehensive Income (“AOCI”):
The components of AOCI are summarized as follows using applicable blended average federal and state tax rates for each period:
 June 30, 2020 December 31, 2019
(in thousands)Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
 Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
Net unrealized holding gains on debt securities available for sale$40,935
 $(10,007) $30,928
 $9,563
 $(2,338) $7,225
Net unrealized holding gains on interest rate swaps designated as cash flow hedges5,029
 (1,230) 3,799
 7,953
 (1,944) $6,009
Total AOCI$45,964
 $(11,237) $34,727
 $17,516
 $(4,282) $13,234
 March 31, 2020 December 31, 2019
(in thousands)Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
 Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
Net unrealized holding gains on debt securities available for sale$35,662
 $(8,718) $26,944
 $9,563
 $(2,338) $7,225
Net unrealized holding gains on interest rate swaps designated as cash flow hedges5,523
 (1,350) 4,173
 7,953
 (1,944) $6,009
Total AOCI$41,185
 $(10,068) $31,117
 $17,516
 $(4,282) $13,234

The components of other comprehensive income for the periods presented is summarized as follows:
 Three Months Ended June 30,
 2020 2019
(in thousands)Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
 Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
Net unrealized holding gains on debt securities available for sale:           
Change in fair value arising during the period$12,390
 $(3,029) $9,361
 $18,946
 $(4,633) $14,313
Reclassification adjustment for net gains included in net income(7,117) 1,740
 (5,377) (992) 243
 (749)
 5,273
 (1,289) 3,984
 17,954
 (4,390) 13,564
Net unrealized holding losses on interest rate swaps designated as cash flow hedges:           
Change in fair value arising during the period(211) 51
 (160) 
 
 
Reclassification adjustment for net interest income included in net income(283) 69
 (214) (366) 90
 (276)
 (494) 120
 (374) (366) 90
 (276)
Total other comprehensive income$4,779
 $(1,169) $3,610
 $17,588
 $(4,300) $13,288

 Three Months Ended March 31,
 2020 2019
(in thousands)Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
 Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
Net unrealized holding gains on debt securities available for sale:           
Change in fair value arising during the period$35,342
 $(8,640) $26,702
 $21,545
 $(5,267) $16,278
Reclassification adjustment for net gains included in net income(9,243) 2,260
 (6,983) (4) 1
 (3)
 26,099
 (6,380) 19,719
 21,541
 (5,266) 16,275
Net unrealized holding losses on interest rate swaps designated as cash flow hedges:           
Change in fair value arising during the period(2,004) 490
 (1,514) (15) 4
 (11)
Reclassification adjustment for net interest income included in net income(426) 104
 (322) (329) 80
 (249)
 (2,430) 594
 (1,836) (344) 84
 (260)
Total other comprehensive income$23,669
 $(5,786) $17,883
 $21,197
 $(5,182) $16,015







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13.
 Six Months Ended June 30,
 2020 2019
(in thousands)Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
 Before Tax
Amount
 Tax
Effect
 Net of Tax
Amount
Net unrealized holding gains on debt securities available for sale:           
Change in fair value arising during the period$47,732
 $(11,669) $36,063
 $40,491
 $(9,900) $30,591
Reclassification adjustment for net gains included in net income(16,360) 4,000
 (12,360) (996) 244
 (752)
 31,372
 (7,669) 23,703
 39,495
 (9,656) 29,839
Net unrealized holding losses on interest rate swaps designated as cash flow hedges:           
Change in fair value arising during the period(2,215) 541
 (1,674) (15) 4
 (11)
Reclassification adjustment for net interest income included in net income(709) 173
 (536) (695) 170
 (525)
 (2,924) 714
 (2,210) (710) 174
 (536)
Total other comprehensive income$28,448
 $(6,955) $21,493
 $38,785
 $(9,482) $29,303



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14. Stockholders’ Equity
a) Class A Common Stock
Shares of the Company’s Class A common stock issued and outstanding as of March 31,June 30, 2020 and December 31, 2019 were 28,879,57628,873,196 and 28,927,576, respectively.
b) Class B Common Stock and Treasury Stock
Shares of the Company’s Class B common stock issued as of March 31,June 30, 2020 and December 31, 2019 were 13,286,137 and 17,751,053, respectively. As of March 31,June 30, 2020 and December 31, 2019, there were 13,286,137 shares and 14,218,596 shares, respectively, of Class B common stock outstanding. As of March 31,June 30, 2020, the Company had no0 shares of Class B common stock held as treasury stock. At December 31, 2019, the Company had 3,532,457 shares of Class B common stock held as treasury stock under the cost method.
On February 14 and February 21, 2020, the Company repurchased an aggregate of 932,459 shares of nonvoting Class B common stock in two privately negotiated transactions (collectively, the “2020 Repurchase”) for $16.00 per share of Class B common stock. The aggregate purchase price for these transactions was approximately $15.2 million, including $0.3 million in broker fees and other expenses. The Company funded the 2020 Repurchase with available cash.
In March 2020, Company’s Board of Directors authorized the cancellation of all 4,464,916 shares of Class B Common Stock previously held as treasury stock, including shares repurchased during 2018, 2019 and 2020, effective March 31, 2020.
14.15.    Commitments and Contingencies
The Company and its subsidiaries are parties to various legal actions arising in the ordinary course of business. In the opinion of management, the outcome of these proceedings will not have a significant effect on the Company’s consolidated financial position or results of operations.
The Company occupies various premises under noncancelable lease agreements expiring through the year 2046. Actual rental expenses may include deferred rents that are recognized as rent expense on a straight line basis. Rent expense under these leases was approximately $1.3$1.7 million and $1.6$1.2 million for the three months ended March 31,June 30, 2020 and 2019, respectively, and $3.0 million and$2.8 millionfor the sixmonths ended June 30, 2020 and 2019, respectively.
Financial instruments whose contract amount represents off-balance sheet credit risk at March 31,June 30, 2020 are generally short-term and are as follows:
(in thousands)Approximate
Contract
Amount
Commitments to extend credit$786,034
Standby letters of credit12,268
Commercial letters of credit3,428
 $801,730

(in thousands)Approximate
Contract
Amount
Commitments to extend credit$786,873
Standby letters of credit15,414
Commercial letters of credit4,517
 $806,804


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15.16.    Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis are summarized below:
March 31, 2020June 30, 2020
(in thousands)Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
 Third-Party
Models with
Observable
Market
Inputs
(Level 2)
 Internal
Models
with
Unobservable
Market
Inputs
(Level 3)
 Total
Carrying
Value in the
Consolidated
Balance
Sheet
Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
 Third-Party
Models with
Observable
Market
Inputs
(Level 2)
 Internal
Models
with
Unobservable
Market
Inputs
(Level 3)
 Total
Carrying
Value in the
Consolidated
Balance
Sheet
Assets              
Debt securities available for sale              
U.S. government sponsored enterprise debt securities$
 $875,181
 $
 $875,181
$
 $831,920
 $
 $831,920
Corporate debt securities
 330,194
 
 330,194

 386,109
 
 386,109
U.S. government agency debt securities
 253,182
 
 253,182

 232,454
 
 232,454
Municipal bonds
 65,421
 
 65,421

 66,786
 
 66,786
U.S treasury securities
 77,325
 
 77,325

 2,515
 
 2,515

 1,601,303
 
 1,601,303

 1,519,784
 
 1,519,784
Equity securities with readily determinable fair values not held for trading
 24,225
 
 24,225

 24,425
 
 24,425
Bank owned life insurance
 213,266
 
 213,266

 214,693
 
 214,693
Derivative instruments
 42,300
 
 42,300

 47,211
 
 47,211
$
 $1,881,094
 $
 $1,881,094
$
 $1,806,113
 $
 $1,806,113
Liabilities              
Derivative instruments$
 $44,122
 $
 $44,122
$
 $49,178
 $
 $49,178




2933

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)


 December 31, 2019
(in thousands)Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
 Third-Party
Models with
Observable
Market
Inputs
(Level 2)
 Internal
Models
with
Unobservable
Market
Inputs
(Level 3)
 Total
Carrying
Value in the
Consolidated
Balance
Sheet
Assets       
Debt securities available for sale       
U.S. government sponsored enterprise debt securities$
 $933,112
 $
 $933,112
Corporate debt securities
 252,836
 
 252,836
U.S. government agency debt securities
 228,397
 
 228,397
U.S. treasury securities
 104,236
 
 104,236
Municipal bonds
 50,171
 
 50,171
 
 1,568,752
 
 1,568,752
Equity securities with readily determinable fair values not held for trading
 23,848
 
 23,848
Bank owned life insurance
 211,852
 
 211,852
Derivative instruments
 12,097
 
 12,097
 $
 $1,816,549
 $
 $1,816,549
        
Liabilities       
Derivative instruments$
 $11,809
 $
 $11,809
 December 31, 2019
(in thousands)Quoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
 Third-Party
Models with
Observable
Market
Inputs
(Level 2)
 Internal
Models
with
Unobservable
Market
Inputs
(Level 3)
 Total
Carrying
Value in the
Consolidated
Balance
Sheet
Assets       
Debt securities available for sale       
U.S. government sponsored enterprise debt securities$
 $933,112
 $
 $933,112
Corporate debt securities
 252,836
 
 252,836
U.S. government agency debt securities
 228,397
 
 228,397
U.S. treasury securities
 104,236
 
 104,236
Municipal bonds
 50,171
 
 50,171
 
 1,568,752
 
 1,568,752
Equity securities with readily determinable fair values not held for trading
 23,848
 
 23,848
Bank owned life insurance
 211,852
 
 211,852
Derivative instruments
 12,097
 
 12,097
 $
 $1,816,549
 $
 $1,816,549
        
Liabilities       
Derivative instruments$
 $11,809
 $
 $11,809

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
There were no0 significant assets or liabilities measured at fair value on a nonrecurring basis at March 31,June 30, 2020 and December 31, 2019.
Fair Value of Financial Instruments
The estimated fair value of financial instruments where fair value differs from carrying value are as follows:
 June 30, 2020 December 31, 2019
(in thousands)Carrying
Value
 Estimated
Fair
Value
 Carrying
Value
 Estimated
Fair
Value
Financial assets:       
Loans$2,966,143
 $2,847,190
 $2,819,477
 $2,721,291
Financial liabilities:       
Time deposits1,833,597
 1,864,959
 1,745,735
 1,759,347
Advances from the FHLB1,050,000
 1,083,807
 1,235,000
 1,244,515
Senior notes58,419
 60,724
 
 
Junior subordinated debentures64,178
 53,180
 92,246
 86,738

 March 31, 2020 December 31, 2019
(in thousands)Carrying
Value
 Estimated
Fair
Value
 Carrying
Value
 Estimated
Fair
Value
Financial assets:       
Loans$2,776,062
 $2,669,835
 $2,819,477
 $2,721,291
Financial liabilities:       
Time deposits1,882,048
 1,910,249
 1,745,735
 1,759,347
Advances from the FHLB1,265,000
 1,287,674
 1,235,000
 1,244,515
Junior subordinated debentures64,178
 60,200
 92,246
 86,738


3034

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)


16.17.Earnings Per Share
The following table shows the calculation of basic and diluted earnings per share:
 Three Months ended June 30, Six Months Ended June 30,
(in thousands, except per share data)2020 2019 2020 2019
Numerator:       
Net (loss) income available to common stockholders$(15,279) $12,857
 $(11,897) $25,928
Denominator:  `    
Basic weighted average shares outstanding41,720
 42,466
 41,953
 42,610
Dilutive effect of share-based compensation awards
 353
 
 255
Diluted weighted average shares outstanding41,720
 42,819
 41,953
 42,865
        
Basic (loss) earnings per common share$(0.37) $0.30
 $(0.28) $0.61
Diluted (loss) earnings per common share$(0.37) $0.30
 $(0.28) $0.60
 Three months ended March 31,
(in thousands, except per share data)2020 2019
Numerator:   
Net income available to common stockholders$3,382
 $13,071
Denominator:  `
Basic weighted average shares outstanding42,185
 42,755
Dilutive effect of share-based compensation awards348
 159
Diluted weighted average shares outstanding42,533
 42,914
    
Basic earnings per common share$0.08
 $0.31
Diluted earnings per common share$0.08
 $0.30

As of March 31,June 30, 2020 and 2019, potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units mainly related to the Company’s IPO in 2018, totaling 482,316491,360 and 786,213, respectively,789,652, respectively. As of June 30, 2020, potential dilutive instruments were not included in the diluted earnings per share computation because the Company reported a net loss and their inclusion would have an anti-dilutive effect. As of June 30, 2019, potential dilutive instruments were included in the diluted earnings per share computation because, when the unamortized deferred compensation cost related to these shares was divided by the average market price per share at those dates, fewer shares would have been purchased than restricted shares assumed issued. Therefore, at those dates, such awards resulted in higher diluted weighted average shares outstanding than basic weighted average shares outstanding, and had a dilutive effect in per share earnings.



35





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis is designed to provide a better understanding of various factors related to Amerant Bancorp Inc.’s (the “Company,” “Amerant”“Amerant,” “our” or “we”) results of operations and financial condition and its wholly owned subsidiaries, including its principal subsidiary, Amerant Bank, N.A. (the “Bank”). The Bank has three principal subsidiaries, Amerant Trust, N.A. (“Amerant Trust”), a non-depository trust company, Amerant Investments, Inc., a securities broker-dealer (“Amerant Investments”), and a grand-Cayman based trust company subsidiary Elant Bank & Trust LTD. (the “Cayman Bank”).
This discussion is intended to supplement and highlight information contained in the accompanying unaudited interim consolidated financial statements and related footnotes included in this Quarterly Report on Form 10-Q (“Form 10-Q”), as well as the information contained in the Company’s annual report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2020 (“Form 10-K”).
Cautionary Notice Regarding Forward-Looking Statements
Various of the statements made in this Form 10-Q, including information incorporated herein by reference to other documents, are “forward-looking statements” within the meaning of, and subject to, the protections of the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements include, without limitation, future financial and operating results; costs and revenues; economic conditions generally and in our markets and among our customer base; the challenges and uncertainties caused by the COVID-19 pandemic; the measures we have taken in response to the COVID-19 pandemic; our participation in the Paycheck Protection Program (“PPP”); loan demand; changes in the mix of our earning assets and our deposit and wholesale liabilities; net interest income and margin; yields on earning assets; interest rates and yield curves (generally and those applicable to our assets and liabilities); credit quality, including loan performance, non-performing assets, provisions for loan losses, charge-offs, other-than-temporary impairments and collateral values; the effect of redemptions of certain fixed rate trust preferred securities and related junior subordinated debt; rebranding and staff realignment costs and expected savings; market trends; and customer preferences and anticipated closures of banking centers in Florida and Texas, as well as statements with respect to our objectives, expectations and intentions and other statements that are not historical facts. All statements other than statements of historical fact are statements that could be forward-looking statements. You can identify these forward-looking statements through our use of words such as “may,” “will,” “anticipate,” “assume,” “should,” “indicate,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target,” “goals,” “outlooks,” “modeled” and other similar words and expressions of the future in this Form 10-Q. These forward-looking statements should be read together with the “Risk Factors” included in this Form 10-Q, our Form 10-K and our other reports filed with the SEC. Additionally, these forward-looking statements may not be realized due to a variety of factors which are, in some cases, beyond the Company’s control and which could materially affect the Company’s results of operations, financial condition, cash flows, performance or future achievements or events. Currently, one of the most significant factors, is the potential adverse effect of the COVID-19 pandemic on the financial condition, results of operations, cash flows and performance of the Company and its customers and the global economy and financial markets. The extent of the impact of COVID-19 over the Company and its customers will depend on a number of issues and future developments, which, at this time, are extremely uncertain and cannot be accurately predicted, including the scope, severity and duration of the pandemic, the actions taken to contain or mitigate the impact of the pandemic, and the direct and indirect effects that the pandemic and related containment measures may have, among others. You should consider many of the risks listed in this report together with those risks and uncertainties described in “Risk factors” in our Form 10-K and in our other filings with the SEC, as being heightened as a result of the ongoing COVID-19 pandemic.



36





Additional factors that may cause actual results to deviate significantly from current expectations include but are not limited to:
the COVID-19 pandemic has significantly impacted economic conditions globally and in the United States, could have a material adverse effect on our business, financial condition and results of operation, and the ultimate impact on our business, financial condition and results of operations, will depend on future developments and other factors that are highly uncertain and will be impacted by the scope, severity and duration of the pandemic and actions taken by governmental authorities in response;
as a participating lender in the U.S. Small Business Administration (“SBA”) PPP, the Company and the Bank are subject to additional risks of litigation from the Bank’s customers or other parties regarding the Bank’s processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties;
our strategic plan and growth strategy may not be achieved as quickly or as fully as we seek;
operational risks are inherent in our businesses;
market conditions and economic cyclicality may adversely affect our industry;
our profitability and liquidity may be affected by changes in interest rates and interest rate levels, the shape of the yield curve and economic conditions;
our cost of funds may increase as a result of general economic conditions, interest rates, inflation and competitive pressures;
many of our loans and our obligations for borrowed money are priced based on variable interest rates tied to the London Interbank Offering Rate, or LIBOR. We are subject to risks that LIBOR will no longer be available as a result of the United Kingdom’s Financial Conduct Authority ceasing to require the submission of LIBOR quotes after 2021;
our derivative instruments may expose us to certain risks;
our valuation of securities and investments and the determination of the amount of impairments taken on our investments are subjective and, if changed, could materially adversely affect our results of operations or financial condition;
our success depends on our ability to compete effectively in highly competitive markets;
our success depends on general and local economic conditions where we operate;
severe weather, natural disasters, global pandemics, acts of war or terrorism, theft, civil unrest, government expropriation or other external events could have significant effects on our business;
defaults by or deteriorating asset quality of other financial institutions could adversely affect us;
nonperforming and similar assets take significant time to resolve and may adversely affect our results of operations and financial condition;
changes in the real estate markets, including the secondary market for residential mortgage loans, may adversely affect us;



37



our allowance for loan losses may prove inadequate or we may be negatively affected by credit risk exposures;
if our business does not perform well, we may be required to recognize an impairment of our goodwill or other long-lived assets or to establish a valuation allowance against the deferred income tax asset, which could adversely affect our results of operations or financial condition;
mortgage servicing rights, or MSRs, requirements may change and require us to incur additional costs and risks;
we may be contractually obligated to repurchase mortgage loans we sold to third-parties on terms unfavorable to us;
our concentration of CRE loans could result in further increased loan losses, and adversely affect our business, earnings, and financial condition;
liquidity risks could affect operations and jeopardize our financial condition;
certain funding sources may not be available to us and our funding sources may prove insufficient and/or costly to replace;
our Venezuelan deposit concentration may lead to conditions in Venezuela adversely affecting our operations;
our investment advisory and trust businesses could be adversely affected by conditions affecting our Venezuelan customers;
our brokered deposits and wholesale funding increases our liquidity risk, could increase our interest rate expense and potentially increase our deposit insurance costs;
technological changes affect our business including potentially impacting the revenue stream of traditional products and services, and we may have fewer resources than many competitors to invest in technological improvements;
the fair value of our investment securities can fluctuate due to market conditions out of our control;
potential gaps in our risk management policies and internal audit procedures may leave us exposed to unidentified or unanticipated risk, which could negatively affect our business;
we may determine that our internal controls and disclosure controls could have deficiencies or weaknesses;
any failure to protect the confidentiality of customer information could adversely affect our reputation and subject us to financial sanctions and other costs that could have a material adverse effect on our business, financial condition and results of operations;
our information systems may experience interruptions and security breaches, and are exposed to cybersecurity threats;
future acquisitions and expansion activities may disrupt our business, dilute shareholder value and adversely affect our operating results;
attractive acquisition opportunities may not be available to us in the future;


certain provisions of our amended and restated articles of incorporation and amended and restated bylaws, Florida law, and U.S. banking laws could have anti-takeover effects by delaying or preventing a change of control that you may favor;

38



we may be unable to attract and retain key people to support our business;
our employees may take excessive risks which could negatively affect our financial condition and business;
we are subject to extensive regulation that could limit or restrict our activities and adversely affect our earnings;
litigation and regulatory investigations are increasingly common in our businesses and may result in significant financial losses and/or harm to our reputation;
we are subject to capital adequacy and liquidity standards, and if we fail to meet these standards our financial condition and operations would be adversely affected;
our operations are subject to risk of loss from unfavorable fiscal, monetary and political developments in the U.S. and other countries where we do business;
changes in accounting rules applicable to banks and financial institutions could adversely affect our financial condition and results of operations;
the Dodd-Frank Act currently restricts our future issuance of trust preferred securities and cumulative preferred securities as eligible Tier 1 risk-based capital for purposes of the regulatory capital guidelines for bank holding companies;
we may need to raise additional capital in the future, but that capital may not be available when it is needed or on favorable terms;
we will be subject to heightened regulatory requirements if our total assets grow in excess of $10 billion;
the Federal Reserve may require us to commit capital resources to support the Bank;
we may face higher risks of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations than other financial institutions;
failures to comply with the fair lending laws, CFPB regulations or the Community Reinvestment Act could adversely affect us;
Fannie Mae and Freddie Mac restructuring may adversely affect the mortgage markets;
we adopted a new accounting principle that requires immediate recognition in the statement of income of unrealized changes in the fair value of equity securities, which includes mutual funds, increasing the volatility of our results of operations;
we changed our brand from “Mercantil” to “Amerant,” which could adversely affect our business and profitability;
we are incurring incremental costs as a separate, public company;
as a separate, public company, we spend additional time and resources to comply with rules and regulations that previously did not apply to us;


our historical consolidated financial data are not necessarily representative of the results we would have achieved as a separate company and may not be a reliable indicator of our future results;

39



certain of our directors may have actual or potential conflicts of interest because of their equity ownership in Mercantil Servicios Financieros, C.A., or the Former Parent, or their positions with the Former Parent and us;
if securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, the price of our common stock and trading volume could decline;
our stock price may fluctuate significantly;
a limited market exists for the Company’s shares of Class B common stock on the Nasdaq Global Select Market. An active trading market may not develop or continue for the Company’s shares of Class B common stock, which could adversely affect the market price and market volatility of those shares;
certain of our existing stockholders could exert significant control over the Company;
we have the ability to issue additional equity securities, which would lead to dilution of our issued and outstanding Company Shares;common stock;
we expect to issue more Class A common stock in the future which may dilute holders of Class A common stock;
holders of Class B common stock have limited voting rights. As a result, holders of Class B common stock will have limited ability to influence shareholder decisions;
our dual classes of Company Sharescommon stock may limit investments by investors using index-based strategies;
we are an “emerging growth company,” and, as a result of the reduced disclosure and governance requirements applicable to emerging growth companies, our common stock may be less attractive to investors;
we do not currently intend to pay dividends on our common stock;
our ability to pay dividends to shareholders in the future is subject to profitability, capital, liquidity and regulatory requirements and these limitations may prevent us from paying dividends in the future;
we face strategic risks as an independent company and from our history as a part of the Former Parent;
the fair value of our investment securities can fluctuate due to market conditions out of our control;
we may not be able to generate sufficient cash to service all of our debt, including the Senior Notes;
we and Amerant Florida Bancorp Inc., the subsidiary guarantor, are each a holding company with limited operations and depend on our subsidiaries for the funds required to make payments of principal and interest on the Senior Notes;
we may incur a substantial level of debt that could materially adversely affect our ability to generate sufficient cash to fulfill our obligations under the Senior Notes; and
the other factors and information in our Form 10-K and in this Form 10-Q and other filings that we make with the SEC under the Exchange Act and Securities Act. See “Risk Factors” in our Form 10-K and this Form 10-Q.

40




Forward-looking statements, including those as to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the Company’s actual results, performance, achievements, or financial condition to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not rely on any forward-looking statements as predictions of future events. In addition, our past results of operations are not necessarily indicative of our future results of operations. You should not expect us to update any forward-looking statements, except as required by law. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by this cautionary notice, together with those risks and uncertainties described in “Risk factors” in our Form 10-K, in this Form 10-Q and in our other filings with the SEC, which are available at the SEC’s website www.sec.gov.




OVERVIEW
Our Company
We are a bank holding company headquartered in Coral Gables, Florida. We provide individuals and businesses a comprehensive array of deposit, credit, investment, wealth management, retail banking and fiduciary services. We serve customers in our United States markets and select international customers. These services are offered primarily through the Bank and its Amerant Trust, Amerant Investments, and Cayman Bank subsidiaries. The Bank’s three primary markets are South Florida, where we operate 19 banking centers in Miami-Dade, Broward and Palm Beach counties; the greater Houston, Texas area where we have eight banking centers that serve nearby areas of Harris, Montgomery, Fort Bend and Waller counties, and a loan production office (“LPO”) in Dallas, Texas which opened in early 2019, and the greater New York City area, New York, where we also maintain a LPO that focuses on originating commercial real estate (“CRE”) loans. The Company is in the process of closing one banking center in Florida and another in Texas, which the Company expects to complete by year-end 2020. These closures are the result of extensive analyses of the profitability of the Company’s retail banking network and their current and expected individual contributions to achieving the Company’s strategic goals.
COVID-19 Pandemic
On March 11, 2020, the World Health Organization recognized an outbreak of a novel strain of the coronavirus, COVID-19, as a pandemic.
On March 13, 2020, the President of the Unites States of America (U.S.) declared a national state of emergency. In response to this outbreak, the governments of many states, cities and municipalities in the U.S., including the States of Florida, New York and Texas, have taken preventative or protective actions, such as imposing restrictions on business operations and advising or requiring individuals to limit or forego their time outside of their homes.

41




Business Continuity Plan Activated
The health and well-being of the Company’s employees, customers, and local communities remains paramount while the Company continues to provide the necessary services and products to customers with minimal disruption.
On March 16, 2020, we activated the Company's well-established Business Continuity Plan, or BCP. The BCP has effectively ensured the Company's resilient platform continues to operate during these extraordinary times, and has allowed us to continue providing the quality of products and services our customers have come to expect. The plan is supported and complemented by a robust business continuity governance framework, life safety program and annual enterprise-wide exercise and training program. The Company’s BCP plan is framed based on industry best practices and regulatory guidelines and is subject to periodic testing and independent audits. As of May 1,June 30, 2020, approximately 86% of the Company’s employees are working remotely. All banking centers are openOn June 3, 2020, the Company started Phase 1 of reintroducing employees working remotely back to the public by drive-thruworkplace. Given the increasing trend in COVID-19 cases in our markets, particularly in Florida and by appointment-only, underTexas, during the month of June and continuing in July, we are following a reduced schedule (except bankingcareful, phased-approach which includes a voluntary return of a limited number of employees, based on work location, roles and responsibilities, and various safety protocols. Banking centers in Texas which are operating underhave returned to regular business hours),hours, following strict federal, state and with limited staffing. All electronic channels remain fully operational.local government guidelines supporting the safety of our employees and our customers. Amerant continues to focus on serving customers without interruption, while maintaining a safe environment.
During the first half of 2020, there were no staffing changes resulting from the COVID-19 pandemic.
Supporting Our Communities
Beginning on March 26, 2020, we began providing an array of tangible and meaningful support measures to support our customers and communities during the COVID-19 pandemic. These measures include waiving the Bank’s ATM fees for customers and non-customers, late payment fees on all consumer and business loans, and deposit account fees on a case-by-case basis. Measures related to waiving of fees, with the exception of late payment fees on loans, were discontinued during the third quarter. The Bank is also refraining from reporting negative information such as past due balances to credit bureaus, and, importantly, offering individualized loan payment assistance such as interest payment deferral and forbearance options. Additionally, in April 2020, the Bank increased its mobile check deposit limits. All of these efforts align with regulatory guidance aimed at helping customers and communities, while remaining prudent and manageable, and will continue until further notice.



CARES Act
On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), an approximately $2.0 trillion COVID-19 response bill, to provide emergency economic relief to individuals, small businesses, mid-size companies, large corporations, hospitals and other public health facilities, and state and local governments, was enacted. The CARES Act allocated the Small Business Administration, or SBA $350.0 billion to provide loans of up to $10.0 million per small business as defined in the CARES Act. On April 2, 2020, the Bank began participating in the SBA’s PPP, by providing loans to these businesses to cover payroll, rent, mortgage, healthcare, and utilities costs, among other essential expenses. On April 24, 2020, the Paycheck Protection Program and Health Care Enhancement Act, adding funding to the PPP, was enacted. On July 4, 2020, new legislation was signed into law that extended the availability of loans from June 30, 2020 until August 8, 2020. As of May 1,June 30, 2020, the Company had received approval for 1,493 loan applicationstotal PPP loans were $214.1 million, representing over 2,000 loans approved. Over 90% of these loans were under the PPP totaling $197.8 million, and had funded $137.9 million.$350,000 each.

42




Loan Loss Reserve and Mitigation Programs
On March 26, 2020, the Company began offering loan payment relief options to customers impacted by the COVID-19 pandemic, including interest-only and/or forbearance options. These programs continued in the second quarter of 2020. As of June 30, 2020, loans modified under these programs totaled $1.1 billion. As of this date, loans in these programs on which the interest-only/or forbearance period expired at that date totaled $504.7 million, or 45.4% of total modified loans. The Company collected payments due on $8.4 million of modified loans through June 30, 2020. Modified loans totaling $496.3 million have payments due by July 31, 2020. In accordance with accounting and regulatory guidance, loans to borrowers benefiting from these measures are not considered Troubled Debt Restructurings (“TDRs”). The Company is closely monitoring the performance of these loans under the terms of the temporary relief granted.The following table summarizes the loan balances in these programs as of July 31, 2020, June 30, 2020 and May 1, 2020:
Program Detail July 31, 2020 June 30, 2020 May 1, 2020
(in thousands)      
90-day payment deferral; interest added to principal balance upon modification and continues to accrue each month $184,665
 $349,166
 $451,076
90-day interest payment deferral with no escrow payments 84,449
 133,761
 441,212
90-day interest payment deferral including escrow payments 18,764
 150,464
 196,809
180-day interest payment deferral 20,973
 20,973
 29,906
  $308,851
 $654,364
 $1,119,003
The Company performed a comprehensive review of its loan exposures by industry to identify those most susceptible to increased credit risk as a result of the COVID-19 pandemic. The reviewCompany estimated that approximately 30% of the outstanding loan portfolio as of March 31, 2020 is represented by loans to borrowers in industries, or with collateral values, that are potentially more vulnerable to the financial impact of the pandemic andto be approximately 50%42% at June 30 2020, up from approximately 30% of whichloans at March 31, 2020. The Company estimates approximately 67% of these loans are secured with real estate collateral. collateral at June 30, 2020, compared to approximately 50% at March 31, 2020.
The Company recorded a provision for loan losses of $22$48.6 million during the three months ended March 31,second quarter of 2020, compared to $22.0 million in the first quarter of 2020. The Company had released $1.4 million in the second quarter of 2019. The increase during the second quarter of 2020 is mainly due to a provision of $28.2 million due to specific reserve requirements as a result of loan portfolio deterioration and downgrades during the second quarter of 2020. In addition, the increase in the provision for loan losses during the second quarter of 2020 included $20.2 million driven by estimated probable losses reflecting deterioration in the macro-economic environment as a result of the estimated deterioration of our loan portfolio caused by the COVID-19 pandemic.pandemic across multiple impacted sectors.
The Company consistently reviews its existing credit approval practices to ensure that sound and prudent underwriting standards continue to drive the Company’s business relationships. As a result, the Company enhanced the monitoring of its entire loan portfolio and has proactively increased the frequency of periodic reviews and conversations with loan customers in anticipation of their future needs, which aligns with our relationship-centric banking model.
On March 26, 2020, the Company began offering loan payment relief options to customers impacted by the COVID-19 pandemic, including interest-only and/or forbearance options. As of May 1, 2020, loans under these programs totaled $1,119 million. In accordance with accounting and regulatory guidance, loans to borrowers benefiting from these measures are not considered Troubled Debt Restructurings (“TDRs”). The Company is closely monitoring the performance of these loans under the terms of the temporary relief granted. The following table summarizes the loan balances in these programs as of May 1, 2020:
43


Program Detail Amounts
  (in millions)
90-day payment deferral; interest added to principal balance upon modification and continues to accrue each month $451
90-day interest payment deferral with no escrow payments 441
90-day interest payment deferral including escrow payments 197
180-day interest payment deferral 30
  $1,119





Risks and Uncertainties
The COVID-19 outbreakpandemic has severely restricted the level of economic activity in the U.S. and around the world since March 2020. InSeveral states and cities across the U.SU.S., including the States of Florida, New York and several other countries, temporary closuresTexas and cities where we have banking centers, LPOs and where our principal place of businessesbusiness is located, have been orderedalso implemented quarantines, restrictions on travel, “shelter at home” orders, and numerous other businesses have temporarily closed voluntarily. These actions have expanded significantly since March 31, 2020 andrestrictions on types of business that may continue to expand.operate. While some of these measures and restrictions have been lifted and certain businesses have reopened, the Company cannot predict when restrictions currently in place may be lifted, or whether restrictions that have been lifted will need to be imposed or tightened in the future if viewed as necessary due to public health concerns. For example, the States of Florida and Texas have seen increases in the cases of COVID-19 during the second quarter and into the third quarter which may prompt state or local governments to reinstate certain measures and restrictions. Given the uncertainty regarding the spread and severity of the COVID-19 pandemic and its adverse effects on the U.S. and global economies, the impact to the Company’s financial statements cannot be accurately predicted at this time. See—Risk Factors under Part II, Item 1A in this Form 10-Q.
Primary Factors Used to Evaluate Our Business
Results of Operations. In addition to net income (loss), the primary factors we use to evaluate and manage our results of operations include net interest income, noninterest income and expenses, ROA and ROE.
Net Interest Income. Net interest income represents interest income less interest expense. We generate interest income from interest, dividends and fees received on interest-earning assets, including loans and investment securities we own. We incur interest expense from interest paid on interest-bearing liabilities, including interest-bearing deposits, and borrowings such as advances from the Federal Home Loan Bank (“FHLB”) and other borrowings such as repurchase agreements, senior notes and junior subordinated debentures. Net interest income typically is the most significant contributor to our revenues and net income. To evaluate net interest income, we measure and monitor: (i) yields on our loans and other interest-earning assets; (ii) the costs of our deposits and other funding sources; (iii) our net interest spread; (iv) our net interest margin, or NIM; and (v) our provisions for loan losses. Net interest spread is the difference between rates earned on interest-earning assets and rates paid on interest-bearing liabilities. NIM is calculated by dividing net interest income for the period by average interest-earning assets during that same period. Because noninterest-bearing sources of funds, such as noninterest-bearing deposits and stockholders’ equity, also fund interest-earning assets, NIM includes the benefit of these noninterest-bearing sources of funds. Non-refundable loan origination fees, net of direct costs of originating loans, are deferred and recognized over the life of the related loan as an adjustment to interest income in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

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Changes in market interest rates and the interest we earn on interest-earning assets, or which we pay on interest-bearing liabilities, as well as the volumes and the types of interest-earning assets, interest-bearing and noninterest-bearing liabilities and stockholders’ equity, usually have the largest impact on periodic changes in our net interest spread, NIM and net interest income. We measure net interest income before and after the provision for loan losses.
Noninterest Income. Noninterest income consists of, among other revenue streams: (i) service fees on deposit accounts; (ii) income from brokerage, advisory and fiduciary activities; (iii) benefits from and changes in cash surrender value of bank-owned life insurance, or BOLI, policies; (iv) card and trade finance servicing fees; (v) securities gains or losses; (vi) net gains and losses on early extinguishment of FHLB advances; and (vii) other noninterest income. In 2019, noninterest income also included data processing and fees for other services provided to the Company’s Former Parent and its affiliates; (vi) securities gains or losses; (vii) net gains and losses on early extinguishment of FHLB advances; and (viii) other noninterest income.affiliates.
Our income from service fees on deposit accounts is affected primarily by the volume, growth and mix of deposits we hold. These are affected by prevailing market pricing of deposit services, interest rates, our marketing efforts and other factors.
Our income from brokerage, advisory and fiduciary activities consists of brokerage commissions related to our customers’ trading volume, fiduciary and investment advisory fees generally based on a percentage of the average value of assets under management and custody, and account administrative services and ancillary fees during the contractual period. Our assets under management and custody (“AUM”) accounts decreased $243.5 million to $1.6totaled $1.72 billion at March 31,June 30, 2020, a decrease of $100.0 million from $1.8$1.82 billion at December 31, 2019. The decrease is mainly attributable to lower valuations resulting from the global financial impact of the COVID-19 pandemic, partially offset by account growth due to the Company’s increasingly successful sales efforts.
Income from changes in the cash surrender value of our


BOLI policies represents the amounts that may be realized under the contracts with the insurance carriers, which are nontaxable.
Credit card issuance fees are generally recognized over the period in which the cardholders are entitled to use the cards. Interchange fees, other fees and revenue sharing are recognized when earned. Trade finance servicing fees, which primarily include commissions on letters of credit, are generally recognized over the service period on a straight line basis. Card servicing fees have included credit card issuance and credit and debit card interchange and other fees. We revised our card program to continue to serve our card customers, reduce risks and increase the efficiency of a relatively small program. We entered into referral arrangements with recognized U.S.-based card issuers, which permit us to serve our international and domestic customers and earn referral fees and share interchange revenue without exposure to credit risk. Our credit card issuance and interchange fees, and interest, decreased as we ceased to be a direct card issuer.
We haveIn 2019 and prior periods, we historically provided certain administrative services to the Former Parent’s non-U.S. affiliates under certain administrative and transition service agreements with arms-length terms and pricing. Income from this source was generally based on the direct costs associated with providing the services plus a markup, and reviewed periodically. These fees were paid by our Former Parent and its non-U.S. affiliates in U.S. Dollars. For the quarter ended March 31,first half of 2019, we were paid approximately $0.5$0.9 million for these services. These administrative and transition services ended in 2019.2019, therefore, we earned no fees for these services in 2020. Our Former Parent’s non-U.S. affiliates have also provided, and continue to provide, certain shareholder services to us under a service agreement.
Our gains and losses on sales of securities are derived from sales from our securities portfolio and are primarily dependent on changes in U.S. Treasury interest rates and asset liability management activities. Generally, as U.S. Treasury rates increase, our securities portfolio decreases in market value, and as U.S. Treasury rates decrease, our securities portfolio increases in value.

45



Our gains or losses on sales of property and equipment are recorded at the date of the sale and presented as other noninterest income or expense in the period they occur.
Noninterest Expense. Noninterest expense consists, among other things of: (i) salaries and employee benefits; (ii) occupancy and equipment expenses; (iii) professional and other services fees; (iv) FDIC deposit and business insurance assessments and premiums; (v) telecommunication and data processing expenses; (vi) depreciation and amortization; and (vii) other operating expenses.
Salaries and employee benefits include compensation (including severance expenses), stock-based compensation, employee benefits and employer tax expenses for our personnel. Salaries and employee benefits are partially offset by the deferral of expenses directly related to the origination of loans. As mentioned in the “Net Interest Income” discussion above, non-refundable loan origination fees, net of direct costs of originating loans, are deferred and amortized over the life of the related loans as adjustments to interest income in accordance with U.S. GAAP.
Occupancy expense includes lease expense on our leased properties and other occupancy-related expenses. Equipment expense includes furniture, fixtures and equipment related expenses.
Professional and other services fees include legal, accounting and consulting fees, card processing fees, and other fees related to our business operations, and include director’s fees and stock-based compensation and regulatory agency fees, such as OCC examination fees.
FDIC deposit and business insurance assessments and premiums include deposit insurance, net of any credits applied against these premiums, corporate liability and other business insurance premiums.
Telecommunication and data processing expenses include expenses paid to our third-party data processing system providers and other telecommunication and data service providers.
Depreciation and amortization expense includes the value associated with the depletion of the value on our owned properties and equipment, including leasehold improvements made to our leased properties.


Other operating expenses include advertising, marketing (including rebranding expenses), community engagement and other operational expenses. Other operating expenses include the incremental cost associated with servicing the large number of shareholders resulting from the spin-off from our Former Parent. Other operating expenses are partially offset by other operating expenses directly related to the origination of loans, which are deferred and amortized over the life of the related loans as adjustments to interest income in accordance with U.S. GAAP.
Noninterest expenses generally increase as our business grows and whenever necessary to implement or enhance policies and procedures for regulatory compliance. During the first quartershalf of 2020 and 2019, we incurred restructuring expenses of approximately $0.4$1.7 million and $0.9$3.7 million, respectively. In the first quarterhalf of 2020, restructuring expenses included $0.1$0.4 million and $0.3$1.3 million of staff reduction costs and digital transformation expenses, respectively ($0.9 million and $2.8 million of staff reduction costs and rebranding costs in the first quarterhalf of 2019)2019, respectively). Restructuring expenses consist of those incurred for actions designed to implement the Company’s strategy as a new independent company. These actions include, but are not limited to reductions in workforce, streamlining operational processes, rolling out the Amerant brand, implementation of new technology system applications, enhanced sales tools and training, expanded product offerings and improved customer analytics to identify opportunities.

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Primary Factors Used to Evaluate Our Financial Condition
The primary factors we use to evaluate and manage our financial condition include asset quality, capital and liquidity.
Asset Quality. We manage the diversification and quality of our assets based upon factors that include the level, distribution and risks in each category of assets. Problem assets may be categorized as classified, delinquent, nonaccrual, nonperforming and restructured assets. We also manage the adequacy of our allowance for loan losses, or the ALL, the diversification and quality of loan and investment portfolios, the extent of counterparty risks, credit risk concentrations and other factors.
We review and update our ALL for loan loss model at least annually to better reflect our loan volumes, and credit and economic conditions in our markets. The model may differ among our loan segments to reflect their different asset types, and includes qualitative factors, which are updated semi-annually, based on the type of loan.
Capital. Financial institution regulators have established minimum capital ratios for banks and bank holding companies. We manage capital based upon factors that include: (i) the level and quality of capital and our overall financial condition; (ii) the trend and volume of problem assets; (iii) the adequacy of reserves; (iv) the level and quality of earnings; (v) the risk exposures in our balance sheet under various scenarios, including stressed conditions; (vi) the Tier 1 capital ratio, the total capital ratio, the Tier 1 leverage ratio, and the CET1 capital ratio; and (vii) other factors, including market conditions.
Liquidity. Our deposit base consists primarily of personal and commercial accounts maintained by individuals and businesses in our primary markets and select international core depositors. In recent years, we have increased our fully-insured brokered time deposits under $250,000, but remain focused on relationship-driven core deposits. We manage liquidity based upon factors that include the amount of core deposit relationships as a percentage of total deposits, the level of diversification of our funding sources, the allocation and amount of our deposits among deposit types, the short-term funding sources used to fund assets, the amount of non-deposit funding used to fund assets, the availability of unused funding sources, off-balance sheet obligations, the amount of cash and liquid securities we hold, the availability of assets readily convertible into cash without undue loss, the characteristics and maturities of our assets when compared to the characteristics of our liabilities and other factors.



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Summary Results
The summary results for the quarter ended March 31,June 30, 2020 include the following (See “Selected Financial Information” for an explanation of non-GAAP financial measures)Non-GAAP Financial Measures Reconciliation):
Net loss of $15.3 million, compared to net income of $3.4 million down 74.1% from $13.1$12.9 million in the same period of 2019. This decreaseThe net loss compared to net income in the same quarter last year was primarily due to a meaningful increase in the Company’shigher provision for loan losses in the firstsecond quarter of 2020.2020 and lower net interest income, offset by higher non-interest income and lower non-interest expenses. Operating income, which excludes provisionsprovision for income tax, provision for loan losses or reversals and net gains on securities, and income tax expense, was $16.7increased to $21.6 million, flatup 53.8% from $16.6$14.0 million in the same period of 2019.
Net interest income (“NII”) was $49.2$46.3 million, down 11.2%13.9% from $55.4$53.8 million in the same period of 2019. Compared to the first quarter of 2019, this quarter’s lowerLower NII is attributed to a decline in average yields on interest-earning assets, lower average loan balances, and the replacement of lower cost international deposits with higher cost domestic time deposits, partially offset by higher average interest-earning asset balances and lower deposit and professional funding costs, primarily FHLB advances, trust preferred expenses as well as transactional deposit costs. Net interest margin (“NIM”) was 2.65%2.44% in the firstsecond quarter of 2020, down from 2.96%2.92% in the firstsecond quarter of 2019.
Credit quality indicators remained sound and reserve coverage is strong despite market dislocationsrecent developments associated with one large loan relationship. The Company continues to closely monitor the performance of its loan portfolio estimated to be impacted by the decline in business activity associated with the COVID-19 pandemic. Aspandemic, and continues refining its estimated probable loss assumptions. The Company recorded a resultprovision for loan losses of these dislocations,$48.6 million during the Company increased its ALL by $22.0 million,second quarter of 2020, compared to no provision recorded ina release of $1.4 million during the firstsecond quarter of 2019, mainly due to the estimated deterioration of our loan portfolio caused by the COVID-19 pandemic.2019. The ratio of the ALL to total loans was 1.29%2.04% as of March 31,June 30, 2020, up from 1.05%0.99% in the same period last year. TheIn the second quarter of 2020, the ratio of loan charge-offs to average total loans in first quarter 2020 was 0.09%remained at a low level of 0.13%, downup from the 0.10%0.11% in the firstsecond quarter of 2019. The Company did not experience any unanticipated losses in the first quarter of 2020 from exiting its former credit card programs.
Noninterest income was $21.9$19.8 million, up 66.5%39.6% from $13.2$14.1 million in the same period last year.of 2019. The increase over the same quarter of 2019 was primarily driven by $9.2 million ofdue to higher net gains on the sale of securities recognized in the firstsecond quarter of 2020.
Noninterest expense was $44.9$36.7 million, down 13.6%30.6% from $51.9$52.9 million in the firstsecond quarter of 2019.The2019. The year-over-year decline resultedin noninterest expense was mainly fromdriven by lower salaries and employee benefit expenses attributed to staff reductions completed in 2019 and 2018, lower stock compensation expense in the second quarter of 2020, and the absencedeferral of rebrandingdirect origination costs incurred last yearassociated with the Small Business Administration (“SBA”)’s Paycheck Protection Program ("PPP") loans funded during the second quarter of 2020. Non-refundable loan origination fees, net of direct costs of originating loans, are deferred and amortized over the term of the related loans as adjustments to interest income in accordance with generally accepted accounting principles (GAAP). Additionally, the Company had lower restructuring costs in the second quarter of 2020 related to the Company’sAmerant’s transformation efforts. Adjusted noninterest expense was $44.5$35.4 million in the firstsecond quarter of 2020, down 12.7%29.4% from $51.0$50.2 million in the firstsecond quarter of 2019. Adjusted noninterest expense in the firstsecond quarter of 2020 excludes $0.4$1.3 million in restructuring expenses.expenses, compared $2.7 million in the same quarter last year.
The efficiency ratio was 63.1% (62.6%55.6% (53.6% adjusted for staff reduction and digital transformationrestructuring expenses), compared to 75.7% (74.4%77.9% (73.8% adjusted for rebranding costs)restructuring expenses) for the corresponding period of 2019. These improvements in the second quarter of 2020 are mainly attributed to the lower noninterest expenses driven by staff reductions, lower stock compensation expense, and the deferral of origination costs associated with PPP loans, as previously explained.
Stockholders’ book value per common share increased to $19.95,$19.69, up 10.7%1.8%, from $18.02 a year ago.$19.35 at December 31, 2019. Tangible book value per common share roseincreased to $19.43,$19.18, up 10.8%1.8% from $17.54 a year ago.$18.84 at December 31, 2019.

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Completed the registered offering and sale of $60.0 million senior notes, which bear interest at an annual rate of 5.75% and are due in 2025 (the “Senior Notes”), significantly expanding the Company’s available funding sources.
Total loans were $5.9 billion, up $127.9 million , or 2.2%, from $5.7 billion as of December 31, 2019. Total deposits were $6.0 billion, up $267.6 million, or 4.6% from $5.8 billion as of December 31, 2019. These increases are mainly driven by the Company’s participation in the PPP.


49





Selected Financial Information
The following table sets forth selected financial information derived from our unaudited interim consolidated financial statements for the three monthsand six month periods ended March 31,June 30, 2020 and 2019 and as of March 31,June 30, 2020 and our audited consolidated financial statementstatements as of December 31, 2019. These unaudited interim consolidated financial statements are not necessarily indicative of our results of operations for the year ending December 31, 2020 or any interim or future period or our financial position at any future date. The selected financial information should be read in conjunction with this Management’s Discussion and Analysis of Financial Condition and Results of Operations and our unaudited interim consolidated financial statements and the corresponding notes included in this Form 10-Q.
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
(in thousands)

  
Consolidated Balance Sheets      
Total assets$8,098,810
 $7,985,399
$8,130,723
 $7,985,399
Total investments1,769,987
 1,739,410
1,674,811
 1,739,410
Total gross loans (1)5,668,327
 5,744,339
5,872,271
 5,744,339
Allowance for loan losses72,948
 52,223
119,652
 52,223
Total deposits5,842,212
 5,757,143
6,024,702
 5,757,143
Junior subordinated debentures (2)64,178
 92,246
Advances from the FHLB and other borrowings1,265,000
 1,235,000
1,050,000
 1,235,000
Senior notes (2)58,419
 
Junior subordinated debentures (3)64,178
 92,246
Stockholders' equity841,117
 834,701
830,198
 834,701
Assets under management and custody (3)1,572,322
 1,815,848
Assets under management and custody (4)1,715,804
 1,815,848
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 20192020 2019 2020 2019
(in thousands, except percentages and per share amounts)

  
Consolidated Results of Operations          
Net interest income$49,229
 $55,437
$46,323
 $53,789
 $95,552
 $109,226
Provision for loan losses22,000
 
Provision for (reversal of) loan losses48,620
 (1,350) 70,620
 (1,350)
Noninterest income21,910
 13,156
19,753
 14,147
 41,663
 27,303
Noninterest expense44,867
 51,945
36,740
 52,905
 81,607
 104,850
Net income3,382
 13,071
Net (loss) income(15,279) 12,857
 (11,897) 25,928
Effective income tax rate20.83% 21.49%20.77% 21.51% 20.75% 21.50%
          
Common Share Data          
Stockholders' book value per common share$19.95
 $18.02
$19.69
 $18.66
 $19.69
 $18.66
Tangible stockholders' equity (book value) per common share (4)(5)$19.43
 $17.54
$19.18
 $18.18
 $19.18
 $18.18
Basic earnings per common share$0.08
 $0.31
Diluted earnings per common share$0.08
 $0.30
Basic (loss) earnings per common share$(0.37) $0.30
 $(0.28) $0.61
Diluted (loss) earnings per common share (6)$(0.37) $0.30
 $(0.28) $0.60
Basic weighted average shares outstanding42,185
 42,755
41,720
 42,466
 41,953
 42,610
Diluted weighted average shares outstanding (5)(6)42,533
 42,914
41,720
 42,819
 41,953
 42,865



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 Three Months Ended March 31,
 2020 2019
(in thousands, except per share amounts and percentages)

 
Other Financial and Operating Data (6)
   
    
Profitability Indicators (%)   
Net interest income / Average total interest earning assets (NIM) (7)2.65% 2.96%
Net income / Average total assets (ROA) (8)0.17% 0.65%
Net income / Average stockholders' equity (ROE) (9)1.61% 6.87%
    
Capital Indicators (%)   
Total capital ratio (10)14.54% 14.35%
Tier 1 capital ratio (11)13.38% 13.48%
Tier 1 leverage ratio (12)10.82% 10.83%
Common equity tier 1 capital ratio (CET1) (13)12.42% 11.79%
Tangible common equity ratio (14)10.14% 9.61%
    
Asset Quality Indicators (%)   
Non-performing assets / Total assets (15)0.41% 0.26%
Non-performing loans / Total loans (1) (16)0.59% 0.36%
Allowance for loan losses / Total non-performing loans (17)218.49% 294.01%
Allowance for loan losses / Total loans (1) (17)1.29% 1.05%
Net charge-offs / Average total loans (18)0.09% 0.10%
    
Efficiency Indicators (% except FTE)   
Noninterest expense / Average total assets2.27% 2.58%
Salaries and employee benefits / Average total assets1.48% 1.66%
Other operating expenses/ Average total assets (19)0.79% 0.92%
Efficiency ratio (20)63.07% 75.73%
Full-Time-Equivalent Employees (FTEs)825
 889
    
Adjusted Selected Consolidated Results of Operations and Other Data (4)   
Adjusted noninterest expense$44,513
 $51,012
Adjusted net income3,662
 13,803
Operating income16,652
 16,644
Adjusted basic earnings per common share0.09
 0.33
Adjusted earnings per diluted common share (5)0.09
 0.32
Adjusted net income / Average total assets (Adjusted ROA) (8)0.19% 0.69%
Adjusted net income / Average stockholders' equity (Adjusted ROE) (9)1.74% 7.25%
Adjusted noninterest expense / Average total assets2.25% 2.53%
Adjusted salaries and employee benefits / Average total assets1.48% 1.66%
 Three Months Ended June 30, Six Months Ended June 30,
 2020 2019 2020 2019
(in thousands, except per share amounts and percentages)

 
Other Financial and Operating Data (7)
       
        
Profitability Indicators (%)       
Net interest income / Average total interest earning assets (NIM) (8)2.44 % 2.92% 2.55 % 2.94%
Net (loss) income / Average total assets (ROA) (9)(0.75)% 0.66% (0.30)% 0.66%
Net (loss) income / Average stockholders' equity (ROE) (10)(7.21)% 6.56% (2.82)% 6.76%
        
Capital Indicators (%)       
Total capital ratio (11)14.34 % 14.70% 14.34 % 14.70%
Tier 1 capital ratio (12)13.08 % 13.85% 13.08 % 13.85%
Tier 1 leverage ratio (13)10.39 % 11.32% 10.39 % 11.32%
Common equity tier 1 capital ratio (CET1) (14)12.13 % 12.14% 12.13 % 12.14%
Tangible common equity ratio (15)9.97 % 9.93% 9.97 % 9.93%
        
Asset Quality Indicators (%)       
Non-performing assets / Total assets (16)0.95 % 0.41% 0.95 % 0.41%
Non-performing loans / Total loans (1) (17)1.32 % 0.56% 1.32 % 0.56%
Allowance for loan losses / Total non-performing loans (18)154.87 % 175.28% 154.87 % 175.28%
Allowance for loan losses / Total loans (1) (18)2.04 % 0.99% 2.04 % 0.99%
Net charge-offs / Average total loans (19)0.13 % 0.11% 0.11 % 0.11%
        
Efficiency Indicators (% except FTE)       
Noninterest expense / Average total assets1.81 % 2.70% 2.04 % 2.65%
Salaries and employee benefits / Average total assets1.06 % 1.74% 1.27 % 1.71%
Other operating expenses/ Average total assets (20)0.75 % 0.96% 0.77 % 0.95%
Efficiency ratio (21)55.60 % 77.87% 59.47 % 76.80%
Full-Time-Equivalent Employees (FTEs)825
 839
 825
 839
        
Adjusted Selected Consolidated Results of Operations and Other Data (5)       
Adjusted noninterest expense$35,422
 $50,169
 $79,935
 $101,181
Adjusted net (loss) income(14,234) 15,005
 (10,572) 28,808
Operating income21,599
 14,039
 38,251
 30,683
Adjusted basic (loss) earnings per common share(0.34) 0.35
 (0.25) 0.68
Adjusted (loss) earnings per diluted common share (6)(0.34) 0.35
 (0.25) 0.67
Adjusted net (loss) income / Average total assets (Adjusted ROA) (9)(0.70)% 0.77% (0.26)% 0.73%
Adjusted net (loss) income / Average stockholders' equity (Adjusted ROE) (10)(6.72)% 7.66% (2.51)% 7.51%
Adjusted noninterest expense / Average total assets1.75 % 2.56% 2.00 % 2.56%
Adjusted salaries and employee benefits / Average total assets1.05 % 1.69% 1.26 % 1.69%



 Three Months Ended March 31,
 2020 2019
  
Adjusted other operating expenses/ Average total assets (19)0.77% 0.87%
Adjusted efficiency ratio (21)62.57% 74.37%
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 Three Months Ended June 30, Six Months Ended June 30,
 2020 2019 2020 2019
  
Adjusted other operating expenses/ Average total assets (200.70 % 0.87% 0.74 % 0.88%
Adjusted efficiency ratio (22)53.61 % 73.84% 58.26 % 74.11%
__________________
(1)
Total gross loans are net of deferred loan fees and costs.
(2)During the threesecond quarter of 2020, the Company completed a $60 million offering of Senior Notes with a coupon rate of 5.75%. Senior Notes are presented net of direct issuance cost which is deferred and amortized over 5 years.
(3)During the six months ended March 31,June 30, 2020, the Company redeemed $26.8 million of its 8.90% trust preferred securities. The Company simultaneously redeemed the junior subordinated debentures associated with these trust preferred securities.
(3)(4)Assets held for clients in an agency or fiduciary capacity which are not assets of the Company and therefore are not included in the consolidated financial statements.
(4)(5)
This presentation contains adjusted financial information determined by methods other than GAAP. This adjusted financial information is reconciled to GAAP in “Non-GAAP Financial Measures Reconciliation” herein.
(56 ) As of March 31,June 30, 2020 and 2019 potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units mainly related to the Company’s IPO in 2018, totaling 482,316491,360 and 786,213,789,652, respectively. TheseAs of June 30, 2020, potential dilutive instruments were not included in the diluted earnings per share computation because the Company reported a net loss and their inclusion would have an antidilutive effect. As of June 30, 2019, potential dilutive instruments were included in the diluted earnings per share computation because, when the unamortized deferred compensation cost related to these shares was divided by the average market price per share at those dates,that date, fewer shares would have been purchased than restricted shares assumed issued. Therefore, at those dates,that date, such awards resulted in higher diluted weighted average shares outstanding than basic weighted average shares outstanding, and had a dilutive effect in per share earnings.
(6)(7)
Operating data for the three months ended March 31, 2020 and 2019periods presented have been annualized.
(7)(8)NIM is defined as net interest income divided by average interest-earning assets, which are loans, securities, deposits with banks and other financial assets which yield interest or similar income.
(8)(9)Calculated based upon the average daily balance of total assets.
(9)(10)Calculated based upon the average daily balance of stockholders’ equity.
(10)(11)Total stockholders’ equity divided by total risk-weighted assets, calculated according to the standardized regulatory capital ratio calculations.
(11)(12)Tier 1 capital divided by total risk-weighted assets.
(12)(13)
Tier 1 capital divided by quarter to date average assets. Tier 1 capital is composed of Common Equity Tier 1 (CET 1) capital plus outstanding qualifying trust preferred securities of $62.3 million and $114.1 million at March 31,June 30, 2020 and 2019, respectively. In the three months ended March 31, 2020 $26.8 million inSee footnote 2 for more information about trust preferred securities were redeemed.redemption transactions in the first quarter of 2020.
(13)(14)Common Equity Tier 1 (CET 1) capital divided by total risk-weighted assets.
(14)(15)Tangible common equity is calculated as the ratio of common equity less goodwill and other intangibles divided by total assets less goodwill and other intangible assets. Other intangibles assets are included in other assets in the Company’s consolidated balance sheets.
(15)(16)Non-performing assets include all accruing loans past due 90 days or more, all nonaccrual loans, restructured loans that are considered “troubled debt restructurings” or “TDRs”, and OREO properties acquired through or in lieu of foreclosure. Non-performing assets were $33.4$77.3 million and $20.5$32.8 million as of March 31,June 30, 2020 and 2019, respectively.
(16)(17)Non-performing loans include all accruing loans 90 days or more past due, all nonaccrual loans and restructured loans that are considered TDRs. Non-performing loans were $33.4$77.3 million and $20.5$32.8 million as of March 31,June 30, 2020 and 2019, respectively.
(17)(18)
Allowance for loan losses was $72.9$119.7 million and $60.3$57.4 million as of March 31,June 30, 2020 and 2019, respectively. See Note 5 to our audited consolidated financial statements in our Form 10-K and Note 5 to these unaudited interim consolidated financial statements for more details on our impairment models.
(18)(19)Calculated based upon the average daily balance of outstanding loan principal balance net of deferred loan fees and costs, excluding the allowance for loan losses.
(19)(20)
Other operating expenses is the result of total noninterest expense less salary and employee benefits.
(20)(21)Efficiency ratio is the result of noninterest expense divided by the sum of noninterest income and net interest income.
(21)(22)Adjusted efficiency ratio is the efficiency ratio less the effect of restructuring costs, described in “Non-GAAP Financial Measures Reconciliation” herein.





Non-GAAP Financial Measures Reconciliation
Certain financial measures and ratios contained in this Form 10-Q, including “adjusted noninterest expense”, “adjusted net (loss) income”, “operating income”, “adjusted net incomeearnings per share (basic and diluted)”, “adjusted return on assets (ROA)”, “adjusted return on equity (ROE)”, and other ratios appearing in the tables below are supplemental measures that are not required by, or are not presented in accordance with, U.S. generally accepted

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accounting principles (“GAAP”). The Company refers to these financial measures and ratios as “non-GAAP financial measures.” The Company’s Non-GAAP financial measures are derived from the Company’s interim unaudited consolidated financial statements, adjusted for certain costs incurred by the Company in the periods presented related to tax deductible restructuring costs.
We use certain non-GAAP financial measures, including those mentioned above, both to explain our results to shareholders and the investment community and in the internal evaluation and management of our businesses. Our management believes that these non-GAAP financial measures and the information they provide are useful to investors since these measures permit investors to view our performance using the same tools that our management uses to evaluate our past performance and prospects for future performance, especially in light of the additional costs we have incurred in connection with the Company’s restructuring activities that began in 2018 and continued into 2020, the one-time gain on sale of the vacant Beacon land in the fourth quarter of 2019, and the Company’s increaseincreases of its allowance for loan losses and net gains on sales of securities in the three and six months ended June 30, 2020. While we believe that these non-GAAP financial measures are useful in evaluating our performance, this information should be considered as supplemental and not as a substitute for or superior to the related financial information prepared in accordance with GAAP. Additionally, these non-GAAP financial measures may differ from similar measures presented by other companies.
The following table sets forth the Company’s Non-GAAP financial measures.



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Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share amounts)
2020 20192020 2019 2020 2019
Total noninterest expenses$44,867
 $51,945
$36,740
 $52,905
 $81,607
 $104,850
Less: restructuring costs (1):          
Staff reduction costs54
 
360
 907
 414
 907
Digital transformation expenses300
 
958
 
 1,258
 
Rebranding costs
 933

 1,829
 
 2,762
Total restructuring costs354
 933
1,318
 2,736
 1,672
 3,669
Adjusted noninterest expenses$44,513
 $51,012
$35,422
 $50,169
 $79,935
 $101,181
          
Net income$3,382
 $13,071
Net (loss) income$(15,279) $12,857
 $(11,897) $25,928
Plus after-tax restructuring costs:          
Restructuring costs before income tax effect354
 933
1,318
 2,736
 1,672
 3,669
Income tax effect(74) (201)(273) (588) (347) (789)
Total after-tax restructuring costs280
 732
1,045
 2,148
 1,325
 2,880
Adjusted net income$3,662
 $13,803
Adjusted net (loss) income$(14,234) $15,005
 $(10,572) $28,808
          
Net income$3,382
 $13,071
Plus: income tax expense890
 3,577
Plus: provision for loan losses22,000
 
Net (loss) income$(15,279) $12,857
 $(11,897) $25,928
Plus: income tax (benefit) expense(4,005) 3,524
 (3,115) 7,101
Plus: provision for (reversal of) loan losses48,620
 (1,350) 70,620
 (1,350)
Less: securities gains, net9,620
 4
7,737
 992
 17,357
 996
Operating income$16,652
 $16,644
$21,599
 $14,039
 $38,251
 $30,683
          
Basic earnings per share$0.08
 $0.31
Basic (loss) earnings per share$(0.37) $0.30
 $(0.28) $0.61
Plus: after tax impact of restructuring costs0.01
 0.02
0.03
 0.05
 0.03
 0.07
Total adjusted basic earnings per common share$0.09
 $0.33
Total adjusted basic (loss) earnings per common share$(0.34) $0.35
 $(0.25) $0.68
          
Diluted earnings per share (2)$0.08
 $0.30
Diluted (loss) earnings per share (2)$(0.37) $0.30
 $(0.28) $0.60
Plus: after tax impact of restructuring costs0.01
 0.02
0.03
 0.05
 0.03
 0.07
Total adjusted diluted earnings per common share$0.09
 $0.32
Total adjusted diluted (loss) earnings per common share$(0.34) $0.35
 $(0.25) $0.67





54



Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
(in thousands, except per share amounts and percentages)
2020 20192020 2019 2020 2019
Net income / Average total assets (ROA)0.17 % 0.65 %
Net (loss) income / Average total assets (ROA)(0.75)% 0.66 % (0.30)% 0.66 %
Plus: after tax impact of restructuring costs0.02 % 0.04 %0.05 % 0.11 % 0.04 % 0.07 %
Adjusted net income / Average total assets (Adjusted ROA)0.19 % 0.69 %
Adjusted net (loss) income / Average total assets (Adjusted ROA)(0.70)% 0.77 % (0.26)% 0.73 %
          
Net income / Average stockholders' equity (ROE)1.61 % 6.87 %
Net (loss) income / Average stockholders' equity (ROE)(7.21)% 6.56 % (2.82)% 6.76 %
Plus: after tax impact of restructuring costs0.13 % 0.38 %0.49 % 1.10 % 0.31 % 0.75 %
Adjusted net income / Average stockholders' equity (Adjusted ROE)1.74 % 7.25 %
   
Efficiency ratio63.07 % 75.73 %
Less: impact of restructuring costs(0.50)% (1.36)%
Adjusted efficiency ratio62.57 % 74.37 %
Adjusted net (loss) income / Average stockholders' equity (Adjusted ROE)(6.72)% 7.66 % (2.51)% 7.51 %
          
Noninterest expense / Average total assets2.27 % 2.58 %1.81 % 2.70 % 2.04 % 2.65 %
Less: impact of restructuring costs(0.02)% (0.05)%(0.06)% (0.14)% (0.04)% (0.09)%
Adjusted Noninterest expense / Average total assets2.25 % 2.53 %1.75 % 2.56 % 2.00 % 2.56 %
          
Salaries and employee benefits / Average total assets1.48 % 1.66 %1.06 % 1.74 % 1.27 % 1.71 %
Less: impact of restructuring costs %  %(0.01)% (0.05)% (0.01)% (0.02)%
Adjusted salaries and employee benefits / Average total assets1.48 % 1.66 %1.05 % 1.69 % 1.26 % 1.69 %
          
Other operating expenses / Average total assets0.79 % 0.92 %0.75 % 0.96 % 0.77 % 0.95 %
Less: impact of restructuring costs(0.02)% (0.05)%(0.05)% (0.09)% (0.03)% (0.07)%
Adjusted other operating expenses / Average total assets0.77 % 0.87 %0.70 % 0.87 % 0.74 % 0.88 %
          
Efficiency ratio55.60 % 77.87 % 59.47 % 76.80 %
Less: impact of restructuring costs(1.99)% (4.03)% (1.21)% (2.69)%
Adjusted efficiency ratio53.61 % 73.84 % 58.26 % 74.11 %
       
Stockholders' equity$841,117
 $778,749
$830,198
 $806,368
 $830,198
 $806,368
Less: goodwill and other intangibles(21,698) (21,005)(21,653) (20,969) (21,653) (20,969)
Tangible common stockholders' equity$819,419
 $757,744
$808,545
 $785,399
 $808,545
 $785,399
Total assets$8,098,810
 $7,902,355
$8,130,723
 $7,926,826
 $8,130,723
 $7,926,826
Less: goodwill and other intangibles(21,698) (21,005)(21,653) (20,969) (21,653) (20,969)
Tangible assets$8,077,112
 $7,881,350
$8,109,070
 $7,905,857
 $8,109,070
 $7,905,857
Common shares outstanding42,166
 43,205
42,159
 43,205
 42,159
 43,205
Tangible common equity ratio10.14 % 9.61 %9.97 % 9.93 % 9.97 % 9.93 %
Stockholders' book value per common share$19.95
 $18.02
$19.69
 $18.66
 $19.69
 $18.66
Tangible stockholders' book value per common share$19.43
 $17.54
$19.18
 $18.18
 $19.18
 $18.18
_________


(1) Expenses incurred for actions designed to implement the Company’s strategy as a new independent company. These actions include, but are not limited to reductions in workforce, streamlining operational processes, rolling out the Amerant brand, implementation of new technology system applications, enhanced sales tools and training, expanded product offerings and improved customer analytics to identify opportunities.
(2) As of March 31,June 30, 2020 and 2019 potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units mainly related to the Company’s IPO in 2018, totaling 482,316491,360 and 786,213,789,652, respectively. TheseAs of June 30, 2020, potential dilutive instruments were not included in the diluted earnings per share computation because the Company reported a net loss and their inclusion would have an anti-dilutive effect. As of June 30, 2019, potential dilutive instruments were included in the diluted earnings per share computation because, when the unamortized deferred compensation cost related to these shares was divided by the average market price per share at those dates,that date, fewer shares would have been purchased than restricted shares assumed issued. Therefore, at those dates,that date, such awards resulted in higher diluted weighted average shares outstanding than basic weighted average shares outstanding, and had a dilutive effect in per share earnings.

55





Results of Operations - Comparison of Results of Operations for the Three Monthsand Six Month Periods Ended March 31,June 30, 2020 and 2019
Net (loss) income
The table below sets forth certain results of operations data for the three monthsand six month periods ended March 31,June 30, 2020 and 2019:
 Three Months Ended March 31, Change
(in thousands, except per share amounts and percentages)2020 2019 2020 vs 2019
Net interest income$49,229
 $55,437
 $(6,208) (11.2)%
Provision for loan losses22,000
 
 22,000
  %
Net interest income after provision for loan losses27,229
 55,437
 (28,208) (50.9)%
Noninterest income21,910
 13,156
 8,754
 66.5 %
Noninterest expense44,867
 51,945
 (7,078) (13.6)%
Income before income tax4,272
 16,648
 (12,376) (74.3)%
Income tax(890) (3,577) 2,687
 (75.1)%
Net income$3,382
 $13,071
 $(9,689) (74.1)%
Basic earnings per common share$0.08
 $0.31
 $(0.23) (74.2)%
Diluted earnings per common share (1)$0.08
 $0.30
 $(0.22) (73.3)%
 Three Months Ended June 30, Change Six Months Ended June 30, Change
(in thousands, except per share amounts and percentages)2020 2019 2020 vs 2019 2020 2019 2020 vs 2019
Net interest income$46,323
 $53,789
 $(7,466) (13.9)% $95,552
 $109,226
 $(13,674) (12.5)%
Provision for (reversal of) loan losses48,620
 (1,350) 49,970
 N/M
 70,620
 (1,350) 71,970
 N/M
Net interest income (loss) after provision for (reversal of) loan losses(2,297) 55,139
 (57,436) (104.2)% 24,932
 110,576
 (85,644) (77.5)%
Noninterest income19,753
 14,147
 5,606
 39.6 % 41,663
 27,303
 14,360
 52.6 %
Noninterest expense36,740
 52,905
 (16,165) (30.6)% 81,607
 104,850
 (23,243) (22.2)%
(Loss) income before income tax(19,284) 16,381
 (35,665) (217.7)% (15,012) 33,029
 (48,041) (145.5)%
Income tax benefit (expense)4,005
 (3,524) 7,529
 (213.7)% 3,115
 (7,101) 10,216
 (143.9)%
Net (loss) income$(15,279) $12,857
 $(28,136) (218.8)% $(11,897) $25,928
 $(37,825) (145.9)%
Basic (loss) earnings per common share$(0.37) $0.30
 $(0.67) (223.3)% $(0.28) $0.61
 $(0.89) (145.9)%
Diluted (loss) earnings per common share (1)$(0.37) $0.30
 $(0.67) (223.3)% $(0.28) $0.60
 $(0.88) (146.7)%
__________________
(1)
At March 31,June 30, 2020 and 2019, potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units totaling482,316491,360 and 786,213,789,652, respectively, mainly related to the Company’s IPO in 2018. See Note 1617 to our unaudited interim financial statements in this Form 10-Q for details on the dilutive effects of the issuance of restricted stock and restricted stock units on earnings per share for the three months and six month periods ended March 31,June 30, 2020 and 2019.

N/M Means not meaningful




Three Months Ended March 31,June 30, 2020 and 2019
Net income declined to $3.4In the second quarter of 2020, we reported a net loss of $15.3 million, or $0.08 per diluted earnings$0.37 loss per share, in the three months ended March 31, 2020, from $13.1compared to a net income of $12.9 million, or $0.30 earnings per diluted earnings per share, in the same quarter of 2019. The decrease of $9.7$28.1 million, or 74.1%218.8%, in net income was mainly the result of: (i) the $22.0$48.6 million provision for loan losses in the firstsecond quarter of 2020, primarily due to the estimated probable losses reflecting deterioration of our loan portfolio due to the COVID-19 pandemic and specific reserves requirements on a commercial loan relationship, and (ii) lower net interest income. These results wereThis was partially offset by: (i) lower noninterest expenses mainly due to lower salaries and employee benefits and lower other operating expenses, and (ii) higher noninterest income primarily driven by $9.2$7.5 million of net gains on the sale of securities recognized in the firstsecond quarter of 2020, (ii) lower salaries and employee benefit expenses, and (iii) the absence of rebranding costs incurred in the first quarter of 2019 related to the Company’s transformation efforts.2020.
Net interest income declined to $49.2$46.3 million in the three months ended March 31,June 30, 2020 from $55.4$53.8 million in the three months ended March 31,June 30, 2019. The decrease of $6.2$7.5 million, or 11.2%13.9%, was primarily due to a decline in average yields on interest-earning assets, lower average loan balances, and the replacement of lower cost international deposits with higher cost domestic time deposits.assets. This was partially offset by a decline in thehigher average rate paid on total interest bearing liabilities, primarily FHLB advancesinterest-earning asset balances and trust preferred expenses as well as transactionallower deposit and professional funding costs.





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Noninterest income increased $8.8to $19.8 million in the three months ended March 31,June 30, 2020 compared tofrom $14.1 million in the three months ended March 31, 2019,June 30, 2019. The increase of $5.6 million, or 39.6%, is mainly due to the $9.2$7.5 million of net gains on the sale of 30-year Treasury securities recognized in the firstsecond quarter of 2020, in addition to higher other noninterest income and higher brokerage, advisory and fiduciary fees. These increasesresults were partially offset byby: (i) lower cards and trade finance servicing fees; (ii) lower deposits and service fees and (iii) the absence of a $0.6 million gain on an early termination of FHLB advances recognized in the first quarter of 2019, lower credit card fee income due to the closing of the Company's credit card products in the first quarter of 2020, absence ofdata processing and fees associated withfor other services previously provided to ourthe Company’s Former Parent and its affiliates, and lower wire transfer fees.affiliates.
Noninterest expenses decreased $7.1to $36.7 million or 13.6%, in the three months ended March 31,June 30, 2020 compared tofrom $52.9 million in the three months ended March 31, 2019,June 30, 2019. The decrease of $16.2 million, or 30.6%, is primarily driven byby: (i) lower salaries and employee benefits, mainly driven by staff reductions in 2018 and 2019, lower stock-based compensation expense and, the deferral of $7.8 million of expenses directly related to origination of loans under the PPP program in accordance with GAAP, and (ii) lower other operating expenses mainly due to the absence of rebranding costs in the firstsecond quarter of 2020. In the three months ended March 31,June 30, 2020 and 2019, noninterest expense included $0.4$1.3 million and $0.9$2.7 million, respectively, in restructuring costs, consisting primarily of staff reduction costs and digital transformation expenses in the three months ended March 31,June 30, 2020, and staff reduction and rebranding costs in the three months ended March 31,June 30, 2019. The Company did not implement any staffing changes in the three months ended June 30, 2020 related to the COVID-19 pandemic.
Adjusted net incomeloss for the quarterthree months ended March 31,June 30, 2020 was $3.7$14.2 million 73.5% lower than the same quarter one year ago. Adjustedcompared to an adjusted net income excludes restructuring costs of $0.4 million and $0.9$15.0 million in the three months ended March 31,June 30, 2019. Adjusted net (loss) income excludes restructuring costs of $1.3 million and $2.7 million in the three months ended June 30, 2020 and 2019, respectively. Operating income remained relatively flat at $16.7increased to $21.6 million in the three months ended June 30, 2020 compared to $14.0 million in the three months ended June 30, 2019. Operating income excludes provisions for loan losses or reversals, net gains on securities and income tax expense or benefit. See “Non-GAAP Financial Measures Reconciliation” for a reconciliation of these non-GAAP financial measures to their U.S. GAAP counterparts.
Six Months Ended June 30, 2020 and 2019
In the first half of 2020, we reported a net loss of $11.9 million, or $0.28 loss per share, compared to net income of $25.9 million, or $0.60 earnings per diluted share, in the same period of 2019. The decrease of $37.8 million, or 145.9%, in net income was mainly the result of: (i) the $70.6 million provision for loan losses in the first half of 2020, primarily due to the estimated probable losses reflecting deterioration of our loan portfolio due to the COVID-19 pandemic and specific reserves requirements on a commercial loan relationship and (ii) lower net interest income. This was partially offset by: (i) lower noninterest expenses mainly due to lower salaries and employee benefits and lower other operating expenses, and (ii) higher noninterest income driven by an increase of $15.8 million in net gains on the sale of securities recognized in the first half of 2020 compared to 2019.
Net interest income declined to $95.6 million in the six months ended June 30, 2020 from $16.6$109.2 million in the six months ended June 30, 2019. The decrease of $13.7 million, or 12.5%, was primarily due to a decline in average yields on interest-earning assets. This was partially offset by a decline in the average rate paid on total interest bearing liabilities, including total deposits, FHLB advances and trust preferred securities. The decrease in average rates paid on total interest bearing liabilities was partially offset by an increase in the average balance of time deposits.
Noninterest income increased $14.4 million, or 52.6%, in the six months ended June 30, 2020 compared to the six months ended June 30, 2019, mainly due to an increase of $15.8 million in net gains on the sale of securities in the first half of 2020 compared to the same period last year, higher brokerage, advisory and fiduciary fees and higher other noninterest income. These results were partially offset by: (i) lower cards and trade finance servicing fees; (ii) lower deposits and service fees; (iii) the absence of data processing and fees for other services previously provided to the Former Parent and its affiliates, and (iv) the absence of the $0.6 million gain on early extinguishment of FHLB advances in the first half of 2019.

57



Noninterest expenses decreased $23.2 million, or 22.2%, in the six months ended June 30, 2020 compared to the six months ended June 30, 2019, primarily driven by: (i) lower salaries and employee benefits, mainly driven by staff reductions in 2018 and 2019 and lower stock-based compensation expense, and the deferral of $7.8 million of expenses directly related to origination of loans under the PPP program in accordance with GAAP, and (ii) lower other operating expenses mainly due to the absence of rebranding costs in the first half of 2020 compared to the same period the previous year. In the six months ended June 30, 2020 and 2019, noninterest expense included $1.7 million and $3.7 million, respectively, in restructuring costs, consisting primarily of staff reduction costs and digital transformation expenses in the six months ended June 30, 2020, and staff reduction and rebranding costs in the six months ended June 30, 2019. The Company did not implement any staffing changes in the six months ended June 30, 2020 related to the COVID-19 pandemic.
Adjusted net loss for the six months ended June 30, 2020 was $10.6 million compared to an adjusted net income of $28.8 million in the same period of 2019. Adjusted net (loss) income excludes restructuring costs of $1.7 million and $3.7 million in the six months ended June 30, 2020 and 2019, respectively. Operating income was $38.3 million for the six months ended June 30, 2020, up 24.7% from $30.7 million in the same period of 2019. Operating income excludes provisions for loan losses or reversals, net gains on securities and income tax expense.expense or benefit. See “Non-GAAP Financial Measures Reconciliation” for a reconciliation of these non-GAAP financial measures to their U.S. GAAP counterparts.

Net interest income
Three Months Ended March 31,June 30, 2020 and 2019
In the three months ended March 31,June 30, 2020, we earned $49.2$46.3 million of net interest income, a decline of $6.2$7.5 million, or 11.2%13.9%, from $55.4$53.8 million in the same period of 2019. The decrease in net interest income was primarily driven by: (i)by a 4591 basis point decline in the average yield on interest-earning assets resulting from the Federal Reserve decreasing the benchmark interest rate three times in 2019 plus the Federal Reserve’sfull effect of lower market rates on variable-rate loans following the emergency rate cuts onimplemented by the Federal Reserve during March 3, 2020 and March 15, 2020, (ii) a 1.6% decrease in the average balance of interest-earning assets mainly due to the strategic run-off of foreign financial institutions and non-relationship syndicated national credit loans throughout the first three quarters of 2019, and (iii) higher rates on time deposits.2020. These results were partially offset byby: (i) a decrease of 1450 basis points in average rates paid on total interest bearing liabilities primarilymainly driven by lower costcosts of transactional deposits and borrowingsFHLB advances as well as lower interest expense due to redemptionsthe redemption of trust preferred securities.securities in the third quarter of 2019 and first quarter of 2020 and (ii) a 3.2% increase in the average balance of interest-earning assets mainly due to higher loan balances and higher cash balances at the Federal Reserve. Net interest margin decreased 3148 basis points to 2.65%2.44% in the three months ended March 31,June 30, 2020 from 2.96%2.92% in the three months ended March 31,June 30, 2019.
While the current COVID-19 pandemic interest rate environment and the potential runoff of the Company’s low-cost foreign deposits will continue to pressure NII and NIM, are expected to remain pressured as the Company's interest-earning assets price lower in a depressed interest rate environment due to the COVID-19 pandemic and as the Company’s low-cost international deposits continue to run off. Against this backdrop, the Company is proactively repricing deposits, leveraging opportunities for higher-yield investments (i.e.,taking decisive action to manage these headwinds. Specifically, in the second quarter of 2020, the Company hascontinued to actively implement and if market conditions are supportive, may continue to seek to enhance yield by investingmanage floor rates in private-label CMBS, bank subordinated debt, corporate debt and other higher-yielding securities), and lower-costthe loan portfolio, aggressively reprice deposits, leverage low-cost wholesale funding opportunities, maximize high-yield investments, and seekingseek to reduce asset sensitivity, while working diligently to meet the banking needs of the Company’s domestic and international clients. In earlysensitivity. Importantly, in April 2020, the Company modified maturities on $420.0 million fixed-rate FHLB advances, resulting in 26 bps of annual savings andfor this portfolio representing an estimated $2.4 million of cost savings for the remainder of 2020. See — Capital Resources and Liquidity Management.Management for detailed information. The Company expects new funding costswill continue to take steps to mitigate the current interest rate environment and loan income to track market rates closely in the coming months as the impacts from the COVID-19 pandemic continue.continued runoff of foreign deposits.



On July 31, 2019 and September 7, 2019, the Company redeemed all $10.0 million of its outstanding 10.18% trust preferred securities issued by its Commercebank Capital Trust III subsidiary (“Capital Trust III”), and all $15.0 million of its outstanding 10.60% trust preferred securities issued by its Commercebank Statutory Trust II subsidiary (“Statutory Trust II”). On January 30, 2020, the Company redeemed all $26.8 million of its outstanding 8.90% trust preferred capital securities issued by Commercebank Capital Trust I (“Capital Trust I”). These redemptions are expected to reduce the Company’s annual pretax interest expense by approximately $5.0 million. See “—Capital Resources and Liquidity Management” for detailed information. Additionally, on August 8, 2019 the Company

58



entered into five interest rate swap contracts with notional amounts totaling $64.2 million, that were designed as cash flow hedges, to manage the exposure of floating interest payments on all of the Company’s variable-rate junior subordinated debentures. These cash flow hedges took advantage of the inverted yield curve to reduce the Company’s interest expense. The Company will continue to explore the use of hedging activities to manage its interest rate risk.
Interest Income. Total interest income was $71.3$64.2 million in the three months ended March 31,June 30, 2020, compared to $80.3$79.2 million for the same period of 2019. The $9.0$15.1 million, or 11.2%19.0%, decline in total interest income was primarily due to: (i)to a decline in yields of interest-earning assets as result of the aforementioned Federal Reserve’s reductions to the benchmark interest rate in 2019 plus the previously mentioned emergency rate cuts in March 2020, and (ii) lower2020. This was partially offset by higher average balances of interest-earning assets driven by higher loan balances mainly due to PPP loans originated in the strategic run-offsecond quarter of foreign financial institution loans2020 and non-relationship syndicated national credit loans. higher cash balances at the Federal Reserve. See “—Average Balance Sheet, Interest and Yield/Rate Analysis” for detailed information.
Interest income on loans in the three months ended March 31,June 30, 2020 was $59.8$53.5 million compared to $66.7$66.8 million for the comparable period of 2019. The $6.9$13.3 million, or 10.4%19.9%, decrease was primarily due to a 4398 basis point decline in average yields, and a 2.4% decreaseyields. This was partially offset by an increase of 1.3% in the average balance of loans in the firstsecond quarter of 2020 over the same period in 2019, mainly as a resultattributable to the PPP loans originated in the second quarter of the strategic run-off of foreign financial institution loans and non-relationship syndicated national credit loans. 2020. See “—Average Balance Sheet, Interest and Yield/Rate Analysis” for detailed information.
Interest income on the available for sale debt securities portfolio decreased $1.3$0.9 million, or 11.7%8.7%, to $9.5$9.3 million in the three months ended March 31,June 30, 2020 compared to $10.8$10.2 million in the same period of 2019. This was mainly due to a 3730 basis point decline in the average yields. In the firstsecond quarter of 2020, we continued to see high levels of prepayments accelerate on our mortgage-related securities given the lower interest-rate environment. To combat this, we rebalanced the portfolio by changing the duration of certain portionsstabilized following a surge in favor of longer-duration assets. Inexpected prepayments during the first quarter of 2020, we completed the sale of 20-year Treasury securities and replaced them with longer-duration bonds to mitigate higher expected prepayments on mortgage-related securities in a low interest rate market. Additionally,2020. Still, we continued to decrease our portion offocus on decreasing floating rate investment securities asinvestments, given the current interest rates are expected to continue declining in the near future. Floating rate investments comprised approximately 14.6%environment. As of our investment portfolio at the end of Marchthe second quarter of 2020, floating rate investments represented 16.9% of our portfolio, down from 16.8%17.9% in the year ago quarter.period. During the second quarter of 2020, the Company purchased $53.0 million in higher yielding fixed-rate corporate debt, primarily in the subordinated financial institution sector.
Interest Expense. Interest expense on total interest-bearing liabilities decreased $2.8$7.6 million, or 11.2%29.9%, to $22.1$17.8 million in the three months ended March 31,June 30, 2020 compared to $24.9$25.4 million in the same period of 2019, primarily due to lower cost of transactional deposits and borrowingsFHLB advances, as well as lower interest expense due to the aforementioned redemptions of trust preferred securities. This was partially offset by higher rates paid on time deposits.



securities in 2019 and the first quarter of 2020.
Interest expense on deposits increaseddecreased to $16.9$14.1 million in the three months ended March 31,June 30, 2020 compared to $16.6$17.1 million for the same period of 2019. The $0.3$3.0 million, or 2.0%17.4%, increasedecrease was primarily due to a 824 basis point increasedecline in the average rates paid on deposits, mainlypartially offset by higher average total deposits, primarily time deposits. Average total time deposits increased by $38.7$169.6 million, or 1.6%7.3%, mainly as a result of our efforts to capture online deposits. Average online deposits which resulted in an increase of $69.0increased by $143.2 million, or 50.2%188.4%, to $219.2 million in online deposits during the firstsecond quarter of 2020. Average2020 compared to $76.0 million in the second quarter of 2019. The increase in average time deposits was partially offset by lower average total checking and savings account balances which for the firstsecond quarter of 2020 decreased year-on-year by $273.9$165.0 million, or 9.8%6.1%, primarily due to a decline of $329.3$197.9 million, or 14.3%9.0%, in the average balance of international accounts, partially offset by higher average domestic customer deposits. The decline in average international accounts includes $20.8a decrease of $213.2 million, or 5.8%11.5%, in personal accounts partially offset by an increase of $15.3 million, or 4.6%, in commercial accounts and $308.5 million, or 15.9%, in personal accounts. The overall decline in average balance of international commercial and personal accounts is primarily due to the continued utilization of deposits from our Venezuelan customers to fund everyday expenses, as challenging conditions in their country persist. In the second quarter of 2020, the pace of utilization of deposits from our Venezuelan customers declined mainly due to lower economic activity in their country currently attributable to the COVID-19 pandemic.
Interest expense on FHLB advances and other borrowings decreased by $1.8$3.2 million, or 28.9%50.6%, in the three months ended March 31,June 30, 2020 compared to the same period of 2019. This was the2019, mainly as a result of a decrease of 80127 basis points in the average rate paid on these borrowings borrowings. This reduction in rates, includes the effect of the aforementioned $420 million in FHLB advances restructuring at the beginning of the second quarter of 2020. These results were

59



partially offset by an increase of 8.6%$91.0 million, or 8.5%, in the average balance outstanding.outstanding in the three months ended June 30, 2020 compared to the same period in 2019.
Interest expense on junior subordinated debentures decreased by $1.3$1.5 million, or 62.5%72.7%, in the three months ended March 31,June 30, 2020 compared to the same period last year, mainly driven by a decline of $45.0$53.9 million, or 45.7%, in the average balance outstanding in connection with the redemption of trust preferred securities issued by the Capital Trust III, Statutory Trust II, and Capital Trust I and related subordinated debt, previously discussed.
During the second quarter of 2020, we completed a $60.0 million offering of Senior Notes with a fixed-rate coupon of 5.75%. See “—Capital Resources and Liquidity Management” for detailed information.
Six Months Ended June 30, 2020 and 2019
In the six months ended June 30, 2020, we earned $95.6 million of net interest income, a decline of $13.7 million, or 12.5%, from $109.2 million in the same period of 2019. The decrease in net interest income was primarily driven by a 68 basis point decline in the average yield on interest-earning assets resulting from the Federal Reserve decreasing the benchmark interest rate three times in 2019 plus a full quarter of the repricing effect of the Federal Reserve's emergency rate cuts in March 2020. These results were partially offset by a decrease of 32 basis points in average rates paid on total interest bearing liabilities mainly driven by lower costs of total deposits and FHLB advances, as well as lower interest expense due to the redemption of trust preferred securities in the third quarter of 2019 and first quarter of 2020. The decrease in average rates paid on total interest bearing liabilities was partially offset by an increase in the average balance of time deposits. Net interest margin decreased 39 basis points to 2.55% in the three months ended June 30, 2020 from 2.94% in the three months ended June 30, 2019.
Interest Income. Total interest income was $135.5 million in the three months ended June 30, 2020, compared to $159.5 million for the same period of 2019. The $24.1 million, or 15.1%, decline in total interest income was primarily due to a decline in yields of interest-earning assets as result of the aforementioned Federal Reserve’s reductions to the benchmark interest rate in 2019 plus the previously mentioned emergency rate cuts in March 2020. See “—Average Balance Sheet, Interest and Yield/Rate Analysis” for detailed information.
Interest income on loans in the six months ended June 30, 2020 was $113.3 million compared to $133.5 million for the comparable period of 2019. The $20.3 million, or 15.2%, decrease was primarily due to a 70 basis point decline in average yields. In addition, there was a $31.5 million, or 0.6%, decrease in the average balance of loans in the first half of 2020 over the same period in 2019, mainly as a result of the strategic run-off of foreign financial institution loans and non-relationship syndicated national credit loans. The decline in the average balance of loans in the first half of 2020 compared to the same period in 2019 was partially offset by PPP loans originated in the second quarter of 2020. See “—Average Balance Sheet, Interest and Yield/Rate Analysis” for detailed information.
Interest income on the available for sale debt securities portfolio decreased $2.1 million, or 10.2%, to $18.8 million in the six months ended June 30, 2020 compared to $20.9 million in the same period of 2019. This was mainly due to a 34 basis point decline in the average yields, which includes the effect of the aforementioned surge in prepayments on mortgage-related securities in the first quarter of 2020. During the first half of 2020, the Company purchased $94.6 million in higher yielding fixed-rate corporate debt, primarily in the subordinated financial institution sector.
Interest Expense. Interest expense on total interest-bearing liabilities decreased $10.4 million, or 20.6%, to $39.9 million in the six months ended June 30, 2020 compared to $50.3 million in the same period of 2019, primarily due to lower cost of FHLB advances and deposits, lower interest expense due to the aforementioned redemptions of trust preferred securities, and lower average balances of total interest-bearing liabilities. The decrease in average rates paid and average balances of total interest bearing liabilities was partially offset by an increase in the average balance of time deposits.
Interest expense on deposits decreased to $31.0 million in the six months ended June 30, 2020 compared to $33.6 million for the same period of 2019. The $2.7 million, or 7.9%, decrease was primarily due to a 8 basis point

60



decline in the average rates paid on deposits and lower average total deposits. Lower average total deposits include lower checking and savings account balances partially offset by higher time deposits. Average total time deposits increased by $104.5 million, or 4.4%, mainly as a result of our efforts to capture online deposits. Average online deposits increased by $127.0 million, or 182.3%, to $196.6 million in the first half of 2020 compared to $69.6 million the same period in 2019. Average total checking and savings account balances for the first half of 2020 decreased year-on-year by $218.7 million, or 7.9%, primarily due to a decline of $263.6 million, or 11.7%, in the average balance of international accounts, partially offset by higher average domestic customer deposits. The decline in average international accounts includes a decrease of $260.8 million, or 13.7%, in personal accounts and a decline of $2.8 million, or 0.8%, in commercial accounts. The overall decline in average balance of international commercial and personal accounts is primarily due to the continued utilization of deposits from our Venezuelan customers to fund everyday expenses, as challenging conditions in their country persist. In the second quarter of 2020, the pace of utilization of deposits from our Venezuelan customers declined mainly due to lower economic activity in their country currently attributable to the COVID-19 pandemic.
Interest expense on FHLB advances and other borrowings decreased by $5.0 million, or 39.8%, in the six months ended June 30, 2020 compared to the same period of 2019, mainly as a result of a decrease of 104 basis points in the average rate paid on these borrowings. This reduction in rates, includes the effect of the aforementioned $420 million in FHLB advances restructuring at the beginning of the second quarter of 2020. These results were partially offset by an increase of $92.8 million, or 8.5% in the average balance outstanding compared to the previous year. In addition, in 2019 the Company terminated interest rate swaps that had been designated as cash flow hedges to manage interest rate exposure on FHLB advances. As a result, the Company recorded a credit of approximately $0.7 million against interest expense on FHLB advances in the first half of 2020 ($0.5 million in the first half of 2019) and expects to record a credit of approximately $0.7 million in the rest of 2020. See “—Capital Resources and Liquidity Management” for detailed information.
Interest expense on junior subordinated debentures decreased by $2.8 million, or 67.6%, in the six months ended June 30, 2020 compared to the same period last year, mainly driven by a decline of $49.5 million, or 41.9%, in the average balance outstanding in connection with the redemption of the trust preferred securities issued by Capital Trust III, Statutory Trust II, and Capital Trust I and related subordinated debt, previously discussed.


61





Average Balance Sheet, Interest and Yield/Rate Analysis
The following tables present average balance sheet information, interest income, interest expense and the corresponding average yields earned and rates paid for the three monthsand six month periods ended March 31,June 30, 2020 and 2019. The average balances for loans include both performing and non-performing balances. Interest income on loans includes the effects of discount accretion and the amortization of non-refundable loan origination fees, net deferredof direct loan origination costs, accounted for as yield adjustments. Average balances represent the daily average balances for the periods presented.
Three Months Ended March 31,Three Months Ended June 30,
2020 20192020 2019
(in thousands, except percentages) Average
Balances
 Income/
Expense
 Yield/
Rates
 Average
Balances
 Income/
Expense
 Yield/
Rates
 Average
Balances
 Income/
Expense
 Yield/
Rates
 Average
Balances
 Income/
Expense
 Yield/
Rates
Interest-earning assets:                      
Loan portfolio, net (1)$5,573,627
 $59,788
 4.31% $5,707,891
 $66,722
 4.74%$5,712,548
 $53,483
 3.77% $5,641,686
 $66,801
 4.75%
Debt securities available for sale (2)1,549,502
 9,497
 2.47% 1,532,649
 10,750
 2.84%1,545,335
 9,283
 2.42% 1,498,544
 10,173
 2.72%
Debt securities held to maturity (3)72,472
 400
 2.22% 84,613
 586
 2.81%68,237
 308
 1.82% 82,728
 506
 2.45%
Equity securities with readily determinable fair value not held for trading24,052
 131
 2.19% 23,179
 139
 2.43%24,303
 121
 2.00% 23,736
 141
 2.38%
Federal Reserve Bank and FHLB stock71,192
 1,037
 5.86% 67,461
 1,106
 6.65%69,801
 916
 5.28% 65,861
 1,066
 6.49%
Deposits with banks171,848
 462
 1.08% 169,811
 1,004
 2.40%215,406
 56
 0.10% 88,247
 539
 2.45%
Total interest-earning assets7,462,693
 71,315
 3.84% 7,585,604
 80,307
 4.29%7,635,630
 64,167
 3.38% 7,400,802
 79,226
 4.29%
Total non-interest-earning assets less allowance for loan losses488,651
     477,714
    512,569
     466,318
    
Total assets$7,951,344
     $8,063,318
    $8,148,199
     $7,867,120
    
                      
Interest-bearing liabilities:                      
Checking and saving accounts -                      
Interest bearing DDA$1,071,558
 $135
 0.05% $1,262,603
 $274
 0.09%$1,122,405
 $104
 0.04% $1,207,811
 $301
 0.10%
Money market1,136,501
 3,249
 1.15% 1,158,623
 3,717
 1.30%1,112,363
 1,521
 0.55% 1,143,072
 3,997
 1.40%
Savings322,682
 17
 0.02% 383,425
 16
 0.02%320,644
 48
 0.06% 369,538
 17
 0.02%
Total checking and saving accounts2,530,741
 3,401
 0.54% 2,804,651
 4,007
 0.58%2,555,412
 1,673
 0.26% 2,720,421
 4,315
 0.64%
Time deposits2,461,073
 13,484
 2.20% 2,422,351
 12,553
 2.10%2,484,219
 12,406
 2.01% 2,314,614
 12,740
 2.21%
Total deposits4,991,814
 16,885
 1.36% 5,227,002
 16,560
 1.28%5,039,631
 14,079
 1.12% 5,035,035
 17,055
 1.36%
Securities sold under agreements to repurchase474
 
 % 
 
 %
Advances from the FHLB and other borrowings (4)1,195,714
 4,412
 1.48% 1,101,356
 6,205
 2.28%1,163,022
 3,110
 1.08% 1,071,978
 6,292
 2.35%
Senior notes5,136
 84
 6.58% 
 
 %
Junior subordinated debentures73,123
 789
 4.34% 118,110
 2,105
 7.23%64,178
 571
 3.58% 118,110
 2,090
 7.10%
Total interest-bearing liabilities6,260,651
 22,086
 1.42% 6,446,468
 24,870
 1.56%6,272,441
 17,844
 1.14% 6,225,123
 25,437
 1.64%
Non-interest-bearing liabilities:           
Non-interest bearing demand deposits916,980
     793,197
    
Accounts payable, accrued liabilities and other liabilities106,738
     62,677
    
Total non-interest-bearing liabilities846,493
     856,211
    1,023,718
     855,874
    
Total liabilities7,107,144
     7,302,679
    7,296,159
     7,080,997
    
Stockholders’ equity844,200
     760,639
    852,040
     786,123
    
Total liabilities and stockholders' equity$7,951,344
     $8,063,318
    $8,148,199
     $7,867,120
    
Excess of average interest-earning assets over average interest-bearing liabilities$1,202,042
     $1,139,136
    $1,363,189
     $1,175,679
    
Net interest income  $49,229
     $55,437
    $46,323
     $53,789
  
Net interest rate spread    2.42%     2.73%    2.24%     2.65%
Net interest margin (5)    2.65%     2.96%    2.44%     2.92%
Ratio of average interest-earning assets to average interest-bearing liabilities119.20%     117.67%    121.73%     118.89%    





62



















_____________
 Six Months Ended June 30,
 2020 2019
(in thousands, except percentages) Average
Balances
 Income/
Expense
 Yield/
Rates
 Average Balances Income/ Expense Yield/ Rates
Interest-earning assets:           
Loan portfolio, net (1)$5,643,088
 $113,271
 4.04% $5,674,606
 $133,523
 4.74%
Debt securities available for sale (2)1,547,418
 18,781
 2.44% 1,515,627
 20,923
 2.78%
Debt securities held to maturity (3)70,355
 708
 2.02% 83,665
 1,092
 2.63%
Equity securities with readily determinable fair value not held for trading24,178
 252
 2.10% 23,334
 281
 2.43%
Federal Reserve Bank and FHLB stock70,497
 1,952
 5.57% 66,657
 2,171
 6.57%
Deposits with banks193,627
 518
 0.54% 127,551
 1,543
 2.44%
Total interest-earning assets7,549,163
 135,482
 3.61% 7,491,440
 159,533
 4.29%
Total non-interest-earning assets less allowance for loan losses500,363
     473,237
    
Total assets$8,049,526
     $7,964,677
    
            
Interest-bearing liabilities:           
Checking and saving accounts -           
Interest bearing DDA$1,097,489
 $239
 0.04% $1,235,056
 $575
 0.09%
Money market1,124,432
 4,770
 0.85% 1,150,805
 7,714
 1.35%
Savings321,663
 65
 0.04% 376,443
 33
 0.02%
Total checking and saving accounts2,543,584
 5,074
 0.40% 2,762,304
 8,322
 0.61%
Time deposits2,472,646
 25,890
 2.11% 2,368,185
 25,293
 2.15%
Total deposits5,016,230
 30,964
 1.24% 5,130,489
 33,615
 1.32%
Securities sold under agreements to repurchase237
 
 % 
 
 %
Advances from the FHLB and other borrowings (4)1,179,368
 7,522
 1.28% 1,086,586
 12,497
 2.32%
Senior notes2,568
 84
 6.58% 
 
 %
Junior subordinated debentures68,650
 1,360
 3.98% 118,110
 4,195
 7.16%
Total interest-bearing liabilities6,267,053
 39,930
 1.28% 6,335,185
 50,307
 1.60%
Non-interest-bearing liabilities:           
Non-interest bearing demand deposits836,782
     786,674
    
Accounts payable, accrued liabilities and other liabilities97,816
     69,367
    
Total non-interest-bearing liabilities934,598
     856,041
    
Total liabilities7,201,651
     7,191,226
    
Stockholders’ equity847,875
     773,451
    
Total liabilities and stockholders' equity$8,049,526
     $7,964,677
    
Excess of average interest-earning assets over average interest-bearing liabilities$1,282,110
     $1,156,255
    
Net interest income  $95,552
     $109,226
  
Net interest rate spread    2.33%     2.69%
Net interest margin (5)    2.55%     2.94%
Ratio of average interest-earning assets to average interest-bearing liabilities120.46%     118.25%    
___________
(1)
Average non-performing loans of $32.8$50.4 million and $19.8$24.5 million for the three months ended March 31,June 30, 2020 and 2019, respectively, and $41.6 million and $22.1 million for the six months ended June 30, 2020,and 2019, respectively, are included in the average loan portfolio, net balance.net.
(2)
Includes nontaxable securities with average balances of $49.4$62.2 million and $158.0$122.9 million for the three months ended March 31,June 30, 2020 and 2019, respectively, and $55.8 million and $140.4 million for the six months ended June 30, 2020, and 2019, respectively. The tax equivalent yield for these nontaxable securities for the three months ended March 31,June 30, 2020 and 2019 was 3.88%3.77% and 4.02%4.05%, respectively. Inrespectively, and 3.82% and 4.03% for the threesix months ended March 31,June 30, 2020, and 2019, respectively. In 2020 and 2019, the tax equivalent yields were calculated by assuming a 21% tax rate and dividing the actual yield by 0.79.

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(3)
Includes nontaxable securities with average balances of $72.5$68.2 million and $84.6$82.7 million for the three months ended March 31,June 30, 2020 and 2019, respectively, and $70.4 million and $83.7 million for the six months ended June 30, 2020 and 2019, respectively. The tax equivalent yield for these nontaxable securities for the three months ended March 31,June 30, 2020 and 2019 was 2.81%2.30% and 3.55%3.10%, respectively. Inrespectively, and 2.56% and 3.33% for the threesix months ended March 31,June 30, 2020, and 2019, respectively. In 2020 and 2019, the tax equivalent yields were calculated by assuming a 21% tax rate and dividing the actual yield by 0.79.
(4)The terms of the advance agreements require the Bank to maintain certain investment securities or loans as collateral for these advances.
(5)Net interest margin is defined as net interest income divided by average interest-earning assets, which are loans, securities, deposits with banks and other financial assets which yield interest or similar income.

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Analysis of the Allowance for Loan Losses
Set forth in the table below are the changes in the allowance for loan losses for each of the periods presented.
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 20192020 2019 2020 2019
(in thousands)

  
Balance at the beginning of the period$52,223
 $61,762
$72,948
 $60,322
 $52,223
 $61,762
          
Charge-offs          
Domestic Loans:          
Real estate loans          
Single-family residential
 (87)
 
 
 (87)
Owner occupied(27) 

 
 (27) 
(27) (87)
 
 (27) (87)
Commercial(1,074) (992)(2,075) (874) (3,149) (1,866)
Consumer and others(222) (109)(44) (210) (266) (319)
(1,323) (1,188)(2,119) (1,084) (3,442) (2,272)
          
International Loans (1):          
Commercial(34) (18)
 (43) (34) (61)
Consumer and others(251) (406)(7) (894) (258) (1,300)
(285) (424)(7) (937) (292) (1,361)
Total Charge-offs$(1,608) $(1,612)$(2,126) $(2,021) $(3,734) $(3,633)
          
Recoveries          
Domestic Loans:          
Real estate loans          
Single-family residential30
 39
40
 104
 70
 143
Owner occupied
 2
 
 2
40
 106
 70
 145
Commercial61
 31
50
 149
 111
 180
Consumer and others17
 1
2
 6
 19
 7
108
 71
92
 261
 200
 332
          
International Loans (1):          
Commercial124
 92

 136
 124
 228
Consumer and others101
 9
118
 56
 219
 65
225
 101
118
 192
 343
 293
Total Recoveries$333
 $172
$210
 $453
 $543
 $625
          
Net charge-offs(1,275) (1,440)(1,916) (1,568) (3,191) (3,008)
Provision for loan losses22,000
 
Provision for (reversal of) loan losses48,620
 (1,350) 70,620
 (1,350)
Balance at the end of the period$72,948
 $60,322
$119,652
 $57,404
 $119,652
 $57,404
__________________
(1)Includes transactions in which the debtor or the customer is domiciled outside the U.S., even when the collateral is located in the U.S.





65



Set forth in the table below is the composition of international consumer loans and overdraft charge-offs by country for each of the periods presented.
Three Months Ended March 31,Three Months Ended June 30, Six Months Ended June 30,
2020 20192020 2019 2020 2019
(in thousands)

  
Venezuela$231
 $312
$7
 $729
 238
 1,041
Other countries20
 94

 165
 20
 259
Total charge offs$251
 $406
$7
 $894
 $258
 $1,300
Three Months Ended March 31,June 30, 2020 and 2019
During the three months ended June 30, 2020, charge-offs increased by $0.1 million, or 5.2%, compared to the same period of the prior year. Charge-offs during the second quarter of 2020 mainly included a $1.9 million charge-off on a commercial loan related to South Florida food wholesale borrower disclosed in previous quarters. This loan had already been reserved and the Company did not experience any unanticipated losses during the second quarter of 2020. The ratio of net charge-offs over the average total loan portfolio during the three months ended June 30, 2020 increased 2 basis point to 0.13% from 0.11% in the same quarter in 2019.
The Company recorded a provision for loan losses of $48.6 million during the second quarter of 2020, compared to a reversal of loan losses of $1.4 million in the second quarter of 2019. The provision for loan losses during the second quarter of 2020 was mainly due to a provision of $28.2 million due to specific reserve requirements as a result of loan portfolio deterioration and downgrades during the period. In addition, the provision for loan losses during the second quarter of 2020 included $20.2 million driven by estimated probable losses reflecting deterioration in the macro-economic environment as a result of the COVID-19 pandemic across multiple impacted sectors.
The provision of $28.2 million in specific reserve requirements during the second quarter of 2020 includes $20.0 million related to certain loan arrangements with a Miami based U.S. coffee trader, which as of June 30, 2020, had loan arrangements with an outstanding balance of approximately $39.8 million. As disclosed by the Company on a current report on Form 8-K filed on July 16, 2020, the management of the Bank and the Company considered it necessary and prudent to provide, as of the close of the second quarter of 2020, for a loan loss reserve for this indebtedness which it initially estimated at approximately $17.0 million. On July 22, 2020, the Company received additional information from the assignee leading the liquidation procedure for the borrower and, based on an evaluation of this additional information, management of the Bank and the Company considered it necessary and prudent to increase the loan loss reserve for this indebtedness by an additional $3.1 million for a total of $20.0 million. As the liquidation procedure progresses and more information becomes available, management may decide to increase or decrease the loan loss reserve for this indebtedness. The Company intends to pursue any possible courses of actions available to it to mitigate the ultimate losses on this indebtedness and recover as much of the outstanding indebtedness as possible. Nevertheless, it is too early to determine if any of these possible courses of action are available to it and/or will be successful.
While it is difficult to estimate the extent of the impact of COVID-19 on Amerant’s credit quality, Amerant continues to proactively and carefully monitor the Company’s credit quality practices, including examining and responding to patterns or trends that may arise across certain industries or regions. Importantly, while the Company continues to offer customized loan payment relief options, including interest-only payments and forbearance options, which are not considered loan modifications meeting the criteria of troubled debt restructurings, or TDRs, it will continue to assess its ability to offer such programs over time. The concentration of the loan portfolio remains stable compared to December 31, 2019.
As of June 30, 2020, approximately 42% of the outstanding loan portfolio was tied to industries, or with collateral values, that are potentially more vulnerable to the financial impact of the COVID-19 pandemic, up from

66



approximately 30% of loans at March 31, 2020. Approximately 67% of these loans are secured with real estate collateral at June 30, 2020, compared to approximately 50% at March 31, 2020. Except for loans to the real estate industry, the loan portfolio remains well diversified with the highest industry concentration representing 11% of total loans, compared to 12% at March 31, 2020. At the close of June 30, 2020, the Company’s Commercial Real Estate (“CRE”) loan portfolio, represented 50.2% of total loans, with an estimated weighted average Loan to Value (LTV) of 61% and an estimated weighted average Debt Service Coverage Ratio (DSCR) of 1.7x. At the close of March 31, 2020, the Company’s CRE loan portfolio was 51.8% of total loans, with a LTV of 60% and an estimated DSCR of 1.6x. Importantly, CRE loans to top tier customers, which are those considered to have the greatest strength and credit quality, represent approximately 42% of the CRE loan portfolio at both June 30, 2020 and March 31, 2020.
Six Months Ended June 30, 2020 and 2019
During the six months ended June 30, 2020, charge-offs remained relatively flat at $1.6increased by $0.1 million, or 2.8%, compared to the same period of the prior year. Charge-offs during the first quarterhalf of 2020 included $1.9 million on a commercial loan to a South Florida food wholesale borrower disclosed in previous quarters, $1.1 million related to 4 commercial loans and $0.4 million related to multiple credit cards due to the discontinuation of the Company’s credit card products. The aforementioned $0.4 million in credit card charge-offs had already been reserved and the Company did not experience any unanticipated losses during the first quarterhalf of 2020.The2020. The ratio of net charge-offs over the average total loan portfolio during the threesix months ended March 31,June 30, 2020 decreased 1 basis pointremained unchanged at 0.11% compared to 0.09% from 0.10% in the same quarterperiod in 2019.
During the three months ended March 31, 2020, weThe Company recorded a provision for loan losses of $22.0$70.6 million during the first half of 2020, compared to no provision fora reversal of loan losses of $1.4 million in the first half of 2020. The increase in provision during the same period last year. The increase isfirst half of 2020 was mainly due to a provision of $19.8$40.0 million in the first quarter of 2020 driven by estimated probable losses reflecting deterioration in the macro-economic environment as a result of the impact of COVID-19 pandemic across multiple impacted sectors. In addition, the increase in provision during the provision included $1.2first half of 2020 includes $28.2 million in additionaldue to specific reserves allocated to the multi-loan relationship with a South Florida food wholesale borrower disclosed in previous quarters, and $1.0 million in additional reserves to cover the charge-offs of four commercial loans.
On March 26, 2020, the Company began offering customized loan payment relief optionsreserve requirements as a result of loan portfolio deterioration and downgrades during the impact of COVID-19, including interest payment deferral and forbearance options. Consistent with accounting and regulatory guidance, temporary modifications granted under these programs are not considered TDRs. The Company is actively monitoring these loans in order to proactively identify negative patterns by industry and/or region and pursue remediation efforts in a timely manner. While the economic disruption caused by the COVID-19 pandemic is expected to impact the Company's credit quality, it is difficult to estimate the potential outcome due to the uncertain duration and magnitude of the slowdown in U.S. and global economic activity. The Company will continue to closely monitor the performance of loans to borrowers in impacted sectors, and will reassess its provisions as conditions evolve. As of May 1, 2020, loans under these programs totaled $1,119 million. The Company is closely monitoring the performance of these loans under the terms of the temporary relief granted.period.

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Noninterest Income
The table below sets forth a comparison for each of the categories of noninterest income for the periods presented.
Three Months Ended March 31, ChangeThree Months Ended June 30, Change
2020 2019 2020 vs 20192020 2019 2020 vs 2019
Amount % Amount % Amount %Amount % Amount % Amount %
(in thousands, except percentages)

  
Deposits and service fees$4,290
 19.6 % $4,086
 31.1% $204
 5.0 %$3,438
 17.4 % $4,341
 30.7% $(903) (20.8)%
Brokerage, advisory and fiduciary activities4,133
 18.9 % 3,688
 28.0% 445
 12.1 %4,325
 21.9 % 3,736
 26.4% 589
 15.8 %
Change in cash surrender value of bank owned life insurance (“BOLI”)(1)1,414
 6.5 % 1,404
 10.7% 10
 0.7 %1,427
 7.2 % 1,419
 10.0% 8
 0.6 %
Securities gains, net (2)9,620
 43.9 % 4
 % 9,616
 N/M
7,737
 39.2 % 992
 7.0% 6,745
 N/M
Cards and trade finance servicing fees395
 1.8 % 915
 7.0% (520) (56.8)%273
 1.4 % 1,419
 10.0% (1,146) (80.8)%
(Loss) gain on early extinguishment of FHLB advances, net(7)  % 557
 4.2% (564) (101.3)%(66) (0.3)% 
 % (66) N/M
Data processing and fees for other services
  % 520
 4.0% (520) (100.0)%
  % 365
 2.6% (365) (100.0)%
Other noninterest income (3)2,065
 9.3 % 1,982
 15.0% 83
 4.2 %2,619
 13.2 % 1,875
 13.3% 744
 39.7 %
Total noninterest income$21,910
 100.0 % $13,156
 100.0% $8,754
 66.5 %$19,753
 100.0 % $14,147
 100.0% $5,606
 39.6 %


_________________
 Six Months Ended June 30, Change
 2020 2019 2020 over 2019
 Amount % Amount % Amount %
(in thousands, except percentages) 
Deposits and service fees$7,728
 18.6 % $8,427
 30.9% $(699) (8.3)%
Brokerage, advisory and fiduciary activities8,458
 20.3 % 7,424
 27.2% 1,034
 13.9 %
Change in cash surrender value of bank owned life insurance (“BOLI”)(1)2,841
 6.8 % 2,823
 10.3% 18
 0.6 %
Securities gains, net (2)17,357
 41.7 % 996
 3.7% 16,361
 N/M
Cards and trade finance servicing fees668
 1.6 % 2,334
 8.6% (1,666) (71.4)%
(Loss) gain on early extinguishment of FHLB advances, net(73) (0.2)% 557
 2.0% (630) (113.1)%
Data processing and fees for other services
  % 885
 3.2% (885) (100.0)%
Other noninterest income (3)4,684
 11.2 % 3,857
 14.1% 827
 21.4 %
Total noninterest income$41,663
 100.0 % $27,303
 100.0% $14,360
 52.6 %

___________
(1)Changes in cash surrender value of BOLI are not taxable.
(2)Includes net gain on sale of debt securities of $9.2$7.5 million and $16.8 million during the three and six month periods ended June 30, 2020, respectively, and unrealized gain on change in market value of mutual fund of $0.4$0.2 million and $0.6 million during the three monthsand six month periods ended March 31, 2020.June 30, 2020, respectively.
(3)Includes rental income, income from derivative and foreign currency exchange transactions with customers, and valuation income on the investment balances held in the non-qualified deferred compensation plan.
N/M Means not meaningful


Three Months Ended March 31,June 30, 2020 and 2019
Total noninterest income increased $8.8$5.6 million, or 66.5%39.6%, in the three months ended March 31,June 30, 2020 compared to the same period of 2019. The increase was mainly driven by: (i) a $6.7 million increase in net securities gains driven by a $9.2$7.5 million net gain on the sale of securities, particularly on the sale of 20-year30-year Treasury securities replaced with longer-duration bonds to mitigatein the second quarter of 2020; (ii) higher expected prepayments on mortgage-related securities in a low interest rate market. In addition, there was an increase inother noninterest income and (iii) higher income from brokerage, advisory and fiduciary activities in the first quarter of 2020.activities. These increasesresults were partially offset by the absence of a $0.6 million gain on an early termination of FHLB advances recognized in the first quarter of 2019,by: (i) lower cards and trade finance servicing fees; (ii) lower deposits and service fees, and (iii) the absence of data processing and fees for other services previously provided to the Former Parent and its affiliates, as well as lower wire transfer fees, attributable to the implementation of Zelle® that began in the fourth quarter of 2019.affiliates.
Brokerage, advisory and fiduciary activities
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Other noninterest income increased $0.4by $0.7 million or 12.1%39.7%, in the three months ended March 31,second quarter of 2020 compared to the same period last year, mainly due an increase of $0.9 million in income from derivative transactions with customers driven by higher customer activity.
Brokerage, advisory and fiduciary activities increased $0.6 million or 15.8%, in the three months ended June 30, 2020 compared to the same period last year. This was primarily due to an improvedincrease in advisory services as a result of a larger allocation of AUMs into ourin the Company’s advisory services business and, higher volume of customer trading activity as a result of increased market volatility.
Cards and trade finance servicing fees declined $0.5$1.1 million or 56.8%80.8%, in the three months ended March 31,June 30, 2020 compared to the same quarterperiod last year, mainly due to the discontinuation ofpreviously announced changes to the Company's credit card program.programs.
Deposit and other service fees decreased by $0.9 million or 20.8% in the three moths ended June 30, 2020 compared to the same period last year mainly driven by lower wire transfer fees attributed to the slowdown of economic activity due to the COVID-19 pandemic as well as the implementation of Zelle®.
In the three months ended March 31,June 30, 2020, there were no data processing and fees for other services compared to $0.5$0.4 million in the same period last year, as services previously provided to the Company’s Former Parent and its affiliates ended in the third quarter of 2019.
Six Months Ended June 30, 2020 and 2019
Total noninterest income increased $14.4 million, or 52.6%, in the six months ended June 30, 2020 compared to the same period of 2019, mainly driven by: (i) $16.8 million net gain on the sale of debt securities in the first half of 2020 compared to $1.0 million in the same period in 2019; (ii) higher income from brokerage, advisory and fiduciary activities and (iii) higher other noninterest income. These results were partially offset by: (i) lower cards and trade finance servicing fees; (ii) lower deposits and service fees; (iii) the absence of $0.9 million in data processing and fees for other services previously provided to the Former Parent and its affiliates, and (iv) the absence of the $0.6 million gain on early extinguishment of FHLB advances in the first half of 2019.
Brokerage, advisory and fiduciary activities increased $1.0 million or 13.9%, in the first half of 2020 compared to the same period last year. This was primarily due to an increase in advisory services as a result of a larger allocation of AUMs in the Company’s advisory services business, higher volume of customer trading activity as a result of increased market volatility, and increased mutual fund activity.
Other noninterest income increased by $0.8 million or 21.4%, in the first half of 2020 compared to the first half of 2019, mainly due an increase of $1.0 million in income from derivative transactions with customers driven by higher customer activity.
Cards and trade finance servicing fees declined $1.7 million or 71.4%, in the six months ended June 30, 2020 compared to the same period last year, mainly due to the previously announced changes to the Company's credit card programs.
Deposit and other service fees decreased by $0.7 million or 8.3% in the six months ended June 30, 2020 compared to the same period in 2019, mainly driven by lower wire transfer fees attributed to the slowdown of economic activity due to the COVID-19 pandemic, as well as the implementation of Zelle®.



69





Noninterest Expense
The table below presents a comparison for each of the categories of noninterest expense for the periods presented.
Three Months Ended March 31, ChangeThree Months Ended June 30, Change
2020 2019 2020 vs 20192020 2019 2020 vs 2019
Amount % of Total Amount % of Total Amount % of TotalAmount % Amount % Amount %
(in thousands, except percentages)

  
Salaries and employee benefits$29,326
 65.4% $33,437
 64.4% $(4,111) (12.3)%$21,570
 58.7% $34,057
 64.4% $(12,487) (36.7)%
Occupancy and equipment3,803
 8.5% 4,042
 7.8% (239) (5.9)%4,220
 11.5% 4,232
 8.0% (12) (0.3)%
Professional and other services fees3,965
 10.8% 3,954
 7.5% 11
 0.3 %
Telecommunications and data processing3,464
 7.7% 3,026
 5.8% 438
 14.5 %3,157
 8.6% 3,233
 6.1% (76) (2.4)%
Professional and other services fees2,954
 6.6% 3,444
 6.6% (490) (14.2)%
Depreciation and amortization1,959
 4.4% 1,942
 3.7% 17
 0.9 %1,960
 5.3% 2,010
 3.8% (50) (2.5)%
FDIC assessments and insurance1,118
 2.5% 1,393
 2.7% (275) (19.7)%1,240
 3.4% 1,177
 2.2% 63
 5.4 %
Other operating expenses (1)2,243
 4.9% 4,661
 9.0% (2,418) (51.9)%628
 1.7% 4,242
 8.0% (3,614) (85.2)%
Total noninterest expenses$44,867
 100.0% $51,945
 100.0% $(7,078) (13.6)%$36,740
 100.0% $52,905
 100.0% $(16,165) (30.6)%
_______
 Six Months Ended June 30, Change
 2020 2019 2020 vs 2019
 Amount % Amount % Amount %
(in thousands, except percentages)

 
Salaries and employee benefits$50,896
 62.4% $67,494
 64.4% $(16,598) (24.6)%
Occupancy and equipment8,023
 9.8% 8,274
 7.9% (251) (3.0)%
Professional and other services fees6,919
 8.5% 7,398
 7.1% (479) (6.5)%
Telecommunications and data processing6,621
 8.1% 6,259
 6.0% 362
 5.8 %
Depreciation and amortization3,919
 4.8% 3,952
 3.8% (33) (0.8)%
FDIC assessments and insurance2,358
 2.9% 2,570
 2.5% (212) (8.3)%
Other operating expenses (1)2,871
 3.5% 8,903
 8.3% (6,032) (67.8)%
Total noninterest expenses$81,607
 100.0% $104,850
 100.0% $(23,243) (22.2)%

________
(1)Includes advertising, marketing, charitable contributions, community engagement, postage and courier expenses, provisions for possible losses on contingent loans, and debits which mirror the valuation income on the investment balances held in the non-qualified deferred compensation plan in order to adjust our liability to participants of the deferred compensation plan.


Three Months Ended March 31,June 30, 2020 and 2019
Noninterest expense decreased by $7.1$16.2 million, or 13.6%30.6%, in the three months ended March 31,June 30, 2020 compared to the same period in 2019, primarily driven by lower salaries and employee benefits and lower other operating expenses.
Salaries and employee benefits decreased by $12.5 million or 36.7%, in the three months ended June 30, 2020 compared to the same period last year. This was mainly due to: (i) staff reductions completed in 2019 and 2018 as well as lower stock-based compensation expense in the second quarter of 2020 and, (ii) the deferral of $7.8 million of expenses directly related to origination of loans under the PPP program in accordance with GAAP. In addition, in the second quarter of 2020, the staff reduction costs driven by the Company’s ongoing transformation efforts decreased by $0.5 million, or 60.3%, to $0.4 million compared to $0.9 million during the same period one year ago.


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Other operating expenses decreased by $3.6 million or 85.2%, in the three months ended June 30, 2020 compared to the same period last year. This was mainly due to the absence of rebranding costs in the second quarter of 2020 compared to $1.8 million of rebranding costs in the same period last year related to the Company’s transformation efforts, as well as lower regular marketing expenses. In addition, the second quarter of 2020 includes a decrease of $0.7 million compared to the same period of 2019 mainly driven by the deferral of other operating expenses directly related to PPP loan originations in the second quarter of 2020.
During the three months ended June 30, 2020, the Company continued with its digital transformation efforts, making steady progress on its planned adoption of the Salesforce® Customer Relationship Management (“CRM”) and nCino® loan origination platforms. In addition, the Company is in the process of implementing additional enhancements to its operating processes, including more notably a new approach for servicing calls from its customers. Restructuring costs for the three and six months ended June 30, 2020 include digital transformation expenses of $1.0 million and $1.3 million, respectively. Digital transformation expenses during the three months ended June 30, 2020 consisted of $0.6 million of professional and service fees and FDIC assessments$0.4 million of telecommunication and insurancedata processing expenses. We had no digital transformation expenses in the same period of 2019. The Company is also moving forward with the closure of one banking center in Florida, and another in Texas. These declines wereclosures are the result of extensive analyses of the profitability of the Company’s retail banking network and their current and expected individual contributions to achieving the Company’s strategic goals.
Six Months Ended June 30, 2020and2019
Noninterest expense decreased by 23.2 million, or 22.2%, in the six months ended June 30, 2020 compared to the same period in 2019, primarily driven by lower salaries and employee benefits, lower other operating expenses and lower other professional and services fees. This was partially offset by higher telecommunicationstelecommunication and data processing expenses duringin the first quarterhalf of 2020 compared to the same period last year.
Salaries and employee benefits decreased by $4.1$16.6 million or 12.3%24.6%, in the threesix months ended March 31,June 30, 2020 compared to the same period last year. This was mainly driven bydue to: (i) staff reductions completed in 2019 and 2018 and the decline inas well as lower stock-based compensation expense duringin the first quarterhalf of 2020.2020 and, (ii) the deferral of $7.8 million of expenses directly related to origination of loans under the PPP program in accordance with GAAP. In addition, in the three months ended March 31,first half of 2020, we recorded stock-based compensation expense of $0.3the staff reduction costs decreased by $0.5 million, or 54.4%, to $0.4 million compared to $1.5$0.9 million induring the same quarterperiod one year ago. There were no staff reduction costs in the first quarter of 2019.
Other operating expenses decreased by $2.4$6.0 million or 51.9%67.8%, in the threesix months ended March 31,June 30, 2020 compared to the same period last year. This was mainly due to the absence of rebranding costs in the first quarterhalf of 2020 compared to $0.9$2.8 million million of rebranding costs in the same period last year related to the Company’s transformation efforts.
FDIC assessments and insurance expense decreasedefforts, as well as lower regular marketing expenses. In addition, the first half of 2020 includes a decrease of $0.7 million compared to the same period of 2019 mainly driven by $0.3 millionthe deferral of other operating expenses directly related to PPP loan originations in the three months ended March 31, 2020. The decrease was primarily due to lower FDIC assessment costs due to credits received in the firstsecond quarter of 2020.
Telecommunication and data processing expenses increased by $0.4 million in the threesix months ended March 31,June 30, 2020 compared to the same period last year, mainly driven by an increase in software services, associated with the Company’s digital transformation.

Digital transformation expenses during the six months ended June 30, 2020 consisted of $0.6 million of professional and service fees and $0.6 million of telecommunication and data processing expense. We had no digital transformation expenses in the same period of 2019.




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Income Taxes
The table below sets forth information related to our income taxes for the periods presented.
 Three Months Ended March 31,Change
 2020 2019 2020 vs 2019
(in thousands, except effective tax rates and percentages)

 
Income tax expense$890
 $3,577
 
($2,687) (75.12)%
Effective income tax rate20.83% 21.49% (0.66)% (3.07)%
The income tax expense for the three months ended March 31, 2020 and 2019 reflects the corporate federal income tax rate under the 2017 Tax Act (the “2017 Tax Act”) which, beginning January 1, 2018, decreased the corporate federal income tax rate from 35% to 21%.
 Three Months Ended June 30,Change Six Months Ended June 30,Change
 2020 2019 2020 vs 2019 2020 2019 2020 vs 2019
(in thousands, except effective tax rates and percentages)

 
Income tax benefit (expense)$4,005
 $(3,524) 
$7,529
 (213.65)% $3,115
 $(7,101) 
$10,216
 (143.87)%
Effective income tax rate20.77% 21.51% (0.74)% (3.44)% 20.75% 21.50% (0.75)% (3.49)%
As of March 31,June 30, 2020, the Company’s net deferred tax asset was $4.9$15.6 million, a declinean increase of $0.5$10.2 million compared to $5.5 million as of December 31, 2019. This decreaseresult was mainly driven by anthe net increase in the allowance for loan losses of $26.1$67.4 million in net unrealized holding gains on available for sale securitiesrecorded during the first quarter of 2020.



six-month period ended June 30, 2010.
Financial Condition - Comparison of Financial Condition as of March 31,June 30, 2020 and December 31, 2019
Assets. Total assets were $8.1 billion as of March 31,June 30, 2020, an increase of $113.4$145.3 million, or 1.4%1.8%, compared to $8.0 billion as of December 31, 2019. This change includes increases of $149.7$96.0 million, or 79.1%, and $30.2$60.5 million, or 1.1%, in cash and cash equivalents and total securities, respectively, partially offset by a decrease of $96.7 million in loans held for investment net of allowance for loan losses. losses, respectively. Partially offsetting these increases was a decrease of $64.6 million, or 3.7%, in total securities. See “—Average Balance Sheet, Interest and Yield/Rate Analysis” for detailed information, including changes in the composition of our interest-earning assets.
Cash and Cash Equivalents. Cash and cash equivalents increased to $271.1$217.3 million at March 31,June 30, 2020 from $121.3 million at December 31, 2019. The increase of $149.7$96.0 million or 123.4% 79.1%, is attributable to higher balances at the Federal Reserve as a part of preventive business measures being taken to mitigate the potential negative impact of the COVID-19 pandemic.pandemic, and include the net proceeds of $58.4 million from the issuance of Senior Notes due 2025 completed during the three months ended June 30, 2020.
Cash flows provided by operating activities were $3.2$27.0 million in the threesix months ended March 31, 2020. ThisJune 30, 2020, mainly driven by the net loss of $11.9 million which included the non-cash provision for loan losses of $70.6 million. Operating income was primarily attributed to net income$38.3 million in the period.first half of 2020, which excludes the non-cash provision for loan losses and other items. See “Non-GAAP Financial Measures Reconciliation” for a reconciliation of these non-GAAP financial measures to their U.S. GAAP counterparts.
Net cash provided byused in investing activities was $74.8$28.5 million during the threesix months ended March 31,June 30, 2020, mainly driven by purchases of available for sale securities and FHLB stock totaling $293.0 million and $8.5 million, respectively, and a net increase in loans of $146.3 million. These disbursements were partially offset by maturities, sales and calls of securities available for sale and FHLB stock totaling $196.7$383.1 million and $7.3$16.5 million, respectively, a net decrease in loans of $61.6 million, and proceeds from loan portfolio sales totaling $13.1$15.2 million. These proceeds were partially offset by purchases of available for sale securities and FHLB stock totaling $197.5 million and $8.5 million, respectively.
In the threesix months ended March 31,June 30, 2020, net cash provided by financing activities was $71.8$97.6 million. These activities includedincluded: (i) a $121.1 million increase in time deposits and $30.0 million in net proceeds from FHLB advances. These proceeds were partially offset by a $36.0$253.8 million net decreaseincrease in total demand, savings and money market deposit balances,balances; (ii) a $13.7 million increase in time deposits and (iii) $58.4 million in net proceeds from the issuance of Senior Notes during the second quarter of 2020. See “—Capital Resources and Liquidity Management” for more information on the Senior Notes. These proceeds were partially offset by $185.1 million in net repayments of FHLB advances, the redemption of $28.1 million in junior subordinated debentures and the $15.2 million repurchase of shares of Class B common stock both completed in the first quarter of 2020.
Loans

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Loans are our largest component of interest-earning assets. The table below depicts the trend of loans as a percentage of total assets and the allowance for loan losses as a percentage of total loans for the periods presented.
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
(in thousands, except percentages)

  
Total loans, gross (1)$5,668,327
 $5,744,339
$5,872,271
 $5,744,339
Total loans, gross / total assets70.0% 71.9%72.2% 71.9%
      
Allowance for loan losses$72,948
 $52,223
$119,652
 $52,223
Allowance for loan losses / total loans, gross (1) (2)1.29% 0.91%2.04% 0.91%
      
Total loans, net (3)$5,595,379
 $5,692,116
$5,752,619
 $5,692,116
Total loans, net / total assets69.1% 71.3%70.8% 71.3%
_______________
(1)
Total loans, gross are outstanding loan principal balance net of unamortized deferred nonrefundable loan origination fees and loan origination costs, excluding the allowance for loan losses. There were no loans held for sale andfor the allowance for loan losses.periods presented.
(2)
See Note 5 of our audited consolidated financial statements in the Form 10-K for the year ended December 31, 2019 and Note 5 of these unaudited interim consolidated financial statements for more details on our impairment models.
(3)
Total loans, net are outstanding loan principal balance net of unamortized deferred nonrefundable loan origination fees and loan origination costs, excluding loans held for sale and net of the allowance for loan losses.




The composition of our CRE loan portfolio by industry segment at March 31,June 30, 2020 and December 31, 2019 is depicted in the following table:
(in thousands)March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Retail (1)$1,144,093
 $1,143,565
$1,116,359
 $1,143,565
Multifamily834,016
 801,626
823,450
 801,626
Office space447,408
 453,328
444,621
 453,328
Land and construction225,179
 278,688
284,766
 278,688
Hospitality196,209
 198,807
191,946
 198,807
Industrial and warehouse87,583
 96,102
88,149
 96,102
$2,934,488
 $2,972,116
$2,949,291
 $2,972,116
_________
(1)
Includes loans generally granted to finance the acquisition or operation of non-owner occupied properties such as retail shopping centers, free-standing single-tenant properties, and mixed-use properties with a primary retail component, where the primary source of repayment is derived from the rental income generated from the use of the property by its tenants.





73



The table below summarizes the composition of our loan portfolio by type of loan as of the end of each period presented. International loans include transactions in which the debtor or customer is domiciled outside the U.S., even when the collateral is U.S. property. All international loans are denominated and payable in U.S. Dollars.
(in thousands)March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Domestic Loans: ��    
Real Estate Loans      
Commercial real estate (CRE)      
Non-owner occupied$1,875,293
 $1,891,802
$1,841,075
 $1,891,802
Multi-family residential834,016
 801,626
823,450
 801,626
Land development and construction loans225,179
 278,688
284,766
 278,688
2,934,488
 2,972,116
2,949,291
 2,972,116
Single-family residential464,252
 427,431
486,533
 427,431
Owner occupied923,260
 894,060
938,511
 894,060
4,322,000
 4,293,607
4,374,335
 4,293,607
Commercial loans1,027,403
 1,190,193
1,202,426
 1,190,193
Loans to depository institutions and acceptances (1)16,568
 16,547
16,587
 16,547
Consumer loans and overdrafts (2) (3)131,797
 72,555
122,758
 72,555
Total Domestic Loans5,497,768
 5,572,902
5,716,106
 5,572,902
      
International Loans:      
Real Estate Loans      
Single-family residential (4)105,088
 111,671
103,180
 111,671
Commercial loans57,348
 43,850
45,029
 43,850
Loans to depository institutions and acceptances8
 5
10
 5
Consumer loans and overdrafts (3) (5)8,115
 15,911
7,946
 15,911
Total International Loans170,559
 171,437
156,165
 171,437
Total Loan Portfolio$5,668,327
 $5,744,339
$5,872,271
 $5,744,339
__________________
(1)Secured byMostly comprised of cash or U.S. Government securities.
(2)
Includes customers’ overdraft balances totaling $0.7$0.2 million and $1.3 million as of March 31,June 30, 2020 and December 31, 2019, respectively.
(3)There were no outstanding credit card balances as of March 31,June 30, 2020. At December 31, 2019, balances were mostly comprised of credit card extensions of credit to customers with deposits with the Bank. The Company phased out its legacy credit card products to further strengthen its credit quality.
(4)Secured by real estate properties located in the U.S.
(5)International customers’ overdraft balances were de minimis at each of the dates presented.


As of March 31,June 30, 2020, the loan portfolio decreased $76.0increased $127.9 million, or 1.3%2.2%, to $5.9 billion, compared to $5.7 billion compared toat December 31, 2019. Loans to international customers, primarily from Latin America, declined by $0.9$15.3 million, or 0.5%8.9%, as of March 31,June 30, 2020, compared to December 31, 2019. The domestic loan exposure decreased $75.1increased $143.2 million, or 1.3%2.6%, as of March 31,June 30, 2020, compared to December 31, 2019. The declineincrease in total domestic loans includes net decreasesincreases of $162.8$59.1 million, and $37.6$50.2 million, $44.5 million, $12.2 million in Commercialsingle-family residential loans, consumer loans, owner occupied loans and CREcommercial loans, respectively,respectively. This was partially offset by net increasesa decline of $29.2 million, $36.8 million and $59.2$22.8 million in owner occupieddomestic CRE, mainly driven by lower economic activity, and more stringent credit guidelines associated with the COVID-19 pandemic. The increase in commercial loans include approximately $214.1 million in PPP loans, originated during the second quarter of 2020, partially offset by lower economic activity in the first half of 2020 due to the COVID-19 pandemic. The increase in single-family residential loans and consumer loans, respectively.was mainly attributable to the growth in jumbo mortgages. The increase in consumer loans includes $60 million in high-yield indirect consumer loans purchased during the quarter. The overall decrease in domesticfirst half of 2020.

74



As of June 30, 2020, loans wasunder syndication facilities declined $84.9 million, or 15.1%, compared to December 31, 2019, mainly driven by seasonally lower loan activity in the first quarter of 2020 as well as a further slowdown in loan production towards the end of the quarter as a result of paydowns and the COVID-19 pandemic.


sale of a $11.9 million non-relationship syndicated loan. As of March 31,June 30, 2020, syndicated loans that financed highly leveraged transactions were $21.8$18.5 million, or 0.4%0.3%, of total loans, compared to $35.7 million, or 0.6%, of total loans as of December 31, 2019.
Foreign Outstanding
The table below summarizes the composition of our international loan portfolio by country of risk for the periods presented. All of our foreign loans are denominated in U.S. Dollars, and bear fixed or variable rates of interest based upon different market benchmarks plus a spread.
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Net Exposure (1) 
%
Total Assets
 Net Exposure (1) 
%
Total Assets
Net Exposure (1) 
%
Total Assets
 Net Exposure (1) 
%
Total Assets
(in thousands, except percentages)

  
Venezuela (2)$97,944
 1.2% $112,297
 1.4%$93,770
 1.1% $112,297
 1.4%
Other (3)72,615
 0.9% 59,140
 0.7%62,395
 0.8% 59,140
 0.7%
Total$170,559
 2.1% $171,437
 2.1%$156,165
 1.9% $171,437
 2.1%
_________________
(1)
Consists of outstanding principal amounts, net of collateral of cash, cash equivalents or other financial instruments totaling $14.5million$11.9 million and $15.2 million as of March 31,June 30, 2020 and December 31, 2019, respectively.
(2)Includes mortgage loans for single-family residential properties located in the U.S. totaling $97.5$93.4 million and $104.0 million as of March 31,June 30, 2020 and December 31, 2019, respectively.
(3)Includes loans to borrowers in other countries which do not individually exceed one percent of total assets in any of the reported periods.


The maturities of our outstanding international loans were:
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Less than 1 year 1-3 Years More than 3 years Total Less than 1 year 1-3 Years More than 3 years TotalLess than 1 year 1-3 Years More than 3 years Total Less than 1 year 1-3 Years More than 3 years Total
(in thousands)

      
Venezuela (1)$24
 $97,920
 $
 $97,944
 $8,141
 $3,617
 $100,539
 $112,297
$137
 $5,781
 $87,852
 $93,770
 $8,141
 $3,617
 $100,539
 $112,297
Other (2)
 72,615
 
 72,615
 6,146
 9,282
 43,712
 59,140
7,076
 18,588
 36,731
 62,395
 6,146
 9,282
 43,712
 59,140
Total (3)$24
 $170,535
 $
 $170,559
 $14,287
 $12,899
 $144,251
 $171,437
$7,213
 $24,369
 $124,583
 $156,165
 $14,287
 $12,899
 $144,251
 $171,437
_________________
(1)Includes mortgage loans for single-family residential properties located in the U.S. totaling $97.5$93.4 million and $104.0 million as of March 31,June 30, 2020 and December 31, 2019, respectively.
(2)Includes loans to borrowers in other countries which do not individually exceed one percent of total assets in any of the reported periods.
(3)
Consists of outstanding principal amounts, net of cash collateral, cash equivalents or other financial instruments totaling $14.5$11.9 million and $15.2 million as of March 31,June 30, 2020 and December 31, 2019, respectively.

75





Loan Quality
Allocation of Allowance for Loan Losses
In the following table, we present the allocation of the ALL by loan segment at the end of the periods presented. The amounts shown in this table should not be interpreted as an indication that charge-offs in future periods will occur in these amounts or percentages. These amounts represent our best estimates of losses incurred, but not yet identified, at the reported dates, derived from the most current information available to us at those dates and, therefore, do not include the impact of future events that may or may not confirm the accuracy of those estimates at the dates reported. Our ALL is established using estimates and judgments, which consider the views of our regulators in their periodic examinations. We also show the percentage of each loan class, which includes loans in nonaccrual status.
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Allowance % of Loans in Each Category to Total Loans Allowance % of Loans in Each Category to Total LoansAllowance % of Loans in Each Category to Total Loans Allowance % of Loans in Each Category to Total Loans
(in thousands, except percentages)

  
Domestic Loans              
Real estate$36,430
 51.8% $25,040
 51.7%$54,498
 49.8% $25,040
 51.7%
Commercial28,255
 36.5% 22,132
 38.1%56,783
 38.9% 22,132
 38.1%
Financial institutions42
 0.3% 42
 0.3%
 0.3% 42
 0.3%
Consumer and others (1)5,695
 8.4% 1,677
 6.9%5,712
 8.3% 1,677
 6.9%
70,422
 97.0% 48,891
 97.0%116,993
 97.3% 48,891
 97.0%
              
International Loans (2)              
Commercial807
 1.0% 350
 0.8%796
 0.8% 350
 0.8%
Financial institutions
 % 
 %
 % 
 %
Consumer and others (1)1,719
 2.0% 2,982
 2.2%1,863
 1.9% 2,982
 2.2%
2,526
 3.0% 3,332
 3.0%2,659
 2.7% 3,332
 3.0%
              
Total Allowance for Loan Losses$72,948
 100.0% $52,223
 100.0%$119,652
 100.0% $52,223
 100.0%
% of Total Loans1.29%   0.91%  2.04%   0.91%  
__________________
(1)
Includes: (i) credit card receivables to cardholders for whom charge privileges have been stopped as of December 31, 2019; and (ii) mortgage loans for and secured by single-family residential properties located in the U.S. The total allowance for loan losses, after the charge-offs, for credit card receivables totaled $1.8 million at December 31, 2019. Outstanding credit card balances were repaid during the first quarter of 2020, therefore, there is no allowance for the credit card product as of March 31,June 30, 2020.
(2)Includes transactions in which the debtor or customer is domiciled outside the U.S. and all collateral is located in the U.S.



In the three months ended March 31,first half of 2020, the shift in the allocation of the ALL was driven by loan composition changes, primarily the purchase of domestic consumer loans and the reduction of the international credit cards, coupled with the allocation of the loan loss provisions increase due to the estimated impact of the COVID-19 pandemic among the respective impacted portfolios, mostly domestic real estate, domestic commercial and domestic consumer. In addition, the shift in the allocation of the ALL reflects loan composition changes, primarily driven the purchase of domestic consumer loans and the reduction of the international credit cards.







76





Non-Performing Assets
In the following table, we present a summary of our non-performing assets by loan class, which includes non-performing loans by portfolio segment, both domestic and international, and other real estate owned, or OREO, at the dates presented. Non-performing loans consist of (i) nonaccrual loans where the accrual of interest has been discontinued; (ii) accruing loans 90 days or more contractually past due as to interest or principal; and (iii) restructured loans that are considered TDRs.
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
(in thousands)

  
Non-Accrual Loans (1)      
Domestic Loans:      
Real Estate Loans      
Commercial real estate (CRE)      
Non-owner occupied$1,936
 $1,936
$8,426
 $1,936
Single-family residential5,340
 5,431
5,817
 5,431
Owner occupied13,897
 14,130
11,828
 14,130
21,173
 21,497
26,071
 21,497
Commercial loans(2)9,993
 9,149
48,961
 9,149
Consumer loans and overdrafts443
 390
40
 390
Total Domestic31,609
 31,036
75,072
 31,036
      
International Loans: (2)(3)      
Real Estate Loans      
Single-family residential1,737
 1,860
2,158
 1,860
Consumer loans and overdrafts24
 26
30
 26
Total International1,761
 1,886
2,188
 1,886
Total Non-Accrual Loans$33,370
 $32,922
$77,260
 $32,922
      
Past Due Accruing Loans (3)(4)      
      
International Loans:      
Real Estate Loans      
Single-family residential5
 

 
Consumer loans and overdrafts12
 5

 5
Total International17
 5

 5
Total Past Due Accruing Loans$17
 $5
$
 $5
      
Total Non-Performing Loans$33,387
 $32,927
$77,260
 $32,927
Other Real Estate Owned42
 42
42
 42
Total Non-Performing Assets$33,429
 $32,969
$77,302
 $32,969
__________________
(1)
Includes loan modifications that met the definition of TDRs that may be performing in accordance with their modified loan terms. As of March 31,June 30, 2020 and December 31, 2019, non-performing TDRs include $9.7$7.3 million and $9.8 million, respectively, in a multiple loan relationship to a South Florida borrower.
(2)As of June 30, 2020, includes a $39.8 million commercial relationship placed in nonaccrual status during the second quarter of 2020.
(3)Includes transactions in which the debtor or customer is domiciled outside the U.S., but where all collateral is located in the U.S.
(3)(4)Loans past due 90 days or more but still accruing.





77



At March 31,June 30, 2020, non-performing assets increased $0.5$44.3 million, or 1.4%134.5%, compared to December 31, 2019. The increase in non-performing assets was mainly due to the addition of a commercial loan relationship totaling $39.8 million, one CRE loan totaling $6.5 million, and due to multiple commercial and single family loans with individual balances below $0.5 million totaling $2.3 million, placed in non-accrual status during the first half of 2020. In addition, there were three commercial loans totaling $2.3 million and two single-family loans totaling $0.6 million.placed in nonaccrual status during the first quarter of 2020. This increase was offset mainlyprimarily by the payoff of one owner occupied loan totaling $1.9 million, one residential loan totaling $0.2 million and one consumer loan totaling $0.4 million; the charge-off of foursix commercial loans totaling $1.1$3.2 million, and the paydownpay-down of onetwo commercial loan of $0.4totaling $0.6 million and three single family residential loans totaling $0.6 million.
We recognized no interest income on nonaccrual loans during the threesix months ended March 31,June 30, 2020 and 2019. Additional interest income that we would have recognized on these loans had they been current in accordance with their original terms in each of the threesix months ended March 31,June 30, 2020 and 2019 was $0.4 million.$1.1 million and $0.8 million, respectively.
The Company’s loans by credit quality indicators are summarized in the following table. We have no purchased-credit-impaired loans.
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
(in thousands)Special Mention Substandard Doubtful Total (1) Special Mention Substandard Doubtful Total (1)Special Mention Substandard Doubtful Total (1) Special Mention Substandard Doubtful Total (1)
Real Estate Loans                              
Commercial Real Estate (CRE)                              
Non-owner occupied$
 $757
 $1,936
 $2,693
 $9,324
 $762
 $1,936
 $12,022
$2,127
 $7,242
 $1,936
 $11,305
 $9,324
 $762
 $1,936
 $12,022
Multi-family residential
 
 
 
 
 
 
 

 
 
 
 
 
 
 
Land development and construction loans9,852
 
 
 9,852
 9,955
 
 
 9,955
7,196
 
 
 7,196
 9,955
 
 
 9,955
9,852
 757
 1,936
 12,545
 19,279
 762
 1,936
 21,977
9,323
 7,242
 1,936
 18,501
 19,279
 762
 1,936
 21,977
Single-family residential
 7,082
 
 7,082
 
 7,291
 
 7,291

 8,127
 
 8,127
 
 7,291
 
 7,291
Owner occupied7,190
 14,005
 
 21,195
 8,138
 14,240
 
 22,378
7,884
 14,142
 
 22,026
 8,138
 14,240
 
 22,378
17,042
 21,844
 1,936
 40,822
 27,417
 22,293
 1,936
 51,646
17,207
 29,511
 1,936
 48,654
 27,417
 22,293
 1,936
 51,646
Commercial loans(2)2,587
 9,459
 2,643
 14,689
 5,569
 8,406
 2,669
 16,644
5,664
 35,211
 20,822
 61,697
 5,569
 8,406
 2,669
 16,644
Consumer loans and overdrafts
 41
 434
 475
 
 67
 357
 424

 81
 
 81
 
 67
 357
 424
$19,629
 $31,344
 $5,013
 $55,986
 $32,986
 $30,766
 $4,962
 $68,714
$22,871
 $64,803
 $22,758
 $110,432
 $32,986
 $30,766
 $4,962
 $68,714
__________
(1) There are no loans categorized as a “Loss” as of the dates presented.

(2) As of June 30, 2020, includes a $39.8 million in a commercial relationship placed in nonaccrual status and downgraded during the second quarter of 2020 ($20.5 million downgraded to substandard and $19.3 million downgraded to doubtful).



78






At March 31,June 30, 2020, substandard loans increased $0.6$34.0 million, or 1.9%110.6%, compared to December 31, 2019. The2019, mainly due to the downgrade of the $39.8 million commercial loan relationship mentioned above, $20.5 million of the total $39.8 million was downgraded to substandard, coupled with the downgrade of one multi-loan relationship totaling $7.2 million. Also, the increase was mainly attributed to the addition of fourten commercial loans totaling $2.5$3.9 million and twoeight single-family loans totaling $0.6$1.8 million. This increase was offset mainly by the charge-off of foursix commercial loans totaling $1.1$3.0 million, the paydown of one commercial loan of $0.4$4.1 million mainly due to $2.3 million owner-occupied properties and three$1.1 million single family residential loans totaling $0.6 million.residential.
At March 31,June 30, 2020, special mention loans decreased $13.4$10.1 million, or 40.5%30.7%, compared to December 31, 2019. This was2019, mainly due to the upgradeto: (i) upgrades two pass of three CRE loans totaling $9.3 million, to pass, the upgrade of one owner occupied loan for $0.9 million to pass,and one commercial loan of $0.4 million; (ii) paydowns of one construction loan totaling $2.6 million, four commercial loans totaling $1.2 million and (iii) the paydowndowngrade of three commercial loans totaling $1.2 million, the downgrade of two commercial loans totaling $1.7$1.9 million to substandard and the upgrade of one commercial loan of $0.4 million to pass. The decreasesubstandard. This was partially offset by the downgrade of one commercial loan of $0.2 million to special mention during the period.of three commercial loans totaling $3.5 million, two CRE loans totaling $2.2 million and one owner-occupied loan totaling $0.8 million. All special mention loans remain current.
At June 30, 2020, doubtful loans increased by $17.8 million, or 358.7%, mainly driven by the downgrade of $19.3 million included in the the aforementioned $39.8 million commercial loan relationship.
At December 31, 2019, approximately 95% of our credit card holders were foreign, mostly Venezuelan, and the card receivables were reflecting the stresses in the Venezuelan economy. Since late 2016, and consistent with industry practice, credit cards held by Venezuelan residents with outstanding balances above the corresponding customer’s average deposit balances with the Bank were classified substandard and charging privileges were suspended.
At December 31, 2019, approximately 95% of our credit card holders were foreign, mostly Venezuelan, and the card receivables were reflecting the stresses in the Venezuelan economy. In April 2019, we revised our credit card program to further strengthen the Company’s overall credit quality. We stopped charge privileges to our riskiest cardholders and required repayment of their balances by November 2019. In October 2019, we curtailed charge privileges to the remaining cardholders and required repayment of their balances by January 2020. All amounts deemed uncollectible were charged off during 2019. At December 31, 2019, the outstanding balance and the assigned allowance for loan losses after the charge-offs was $11.1 million and $1.8 million, respectively. At December 31, 2019, there were no credit cards classified as substandard. There were no outstanding credit card balances as of March 31,June 30, 2020.
Due to the discontinuation of thechanges to our credit card product,products previously discussed, credit card charge-offs during the first quarterhalf of 2020 totaled $0.4 million, all of which were already reserved. The Company experienced no unanticipated losses during the first quarterhalf of 2020 as a result of the discontinuation of its credit card products.
On March 26, 2020, the Company began offering customized loan payment relief options as a result of the impact of COVID-19, including interest payment deferral and forbearance options. ConsistentLoans outstanding which have been modified under these programs totaled $1.1 billion as of June 30, 2020, relatively flat compared to balances reported as of May 1, 2020. As of June 30, 2020, loans modified under these programs on which the interest-only and/or forbearance period expired totaled $504.7 million, or 45.4% of total modified loans. The Company collected payments due on $8.4 million of these loans through this date. Modified loans totaling $496.3 million have payments due by July 31, 2020. As of July 31, 2020, we have collected payments due on approximately $452.1 million of these loans. In accordance with accounting and regulatory guidance, temporary modifications granted underloans to borrowers benefiting from these programsmeasures are not considered TDRs.Troubled Debt Restructurings (“TDRs”). The Company is activelyclosely monitoring the performance of these loans to permitunder the proactive identificationterms of negative patterns by industry and/or region and pursuing remediation efforts in a timely manner. the temporary relief granted.
While the economic disruption caused by the COVID-19 pandemic is expected to impact the Company's credit quality, it is difficult to estimate the potential outcome due to the uncertain duration and scope of the slowdown in U.S. economic activity. The Company will continue to closely monitor the performance of loans to borrowers in impacted sectors, and will reassess its provisions as conditions evolve. As of May 1. 2020, loans under these programs totaled $1,119 million. The Company is closely monitoring the performance of these loans under the terms of the temporary relief granted.



79



Potential problem loans, which are accruing loans classified as substandard and are less than 90 days past due, at March 31,June 30, 2020 and December 31, 2019, are as follows:
(in thousands)March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Real estate loans      
Commercial real estate (CRE)      
Non-owner occupied$757
 $762
$751
 $762
Single-family residential151
 
Owner occupied108
 110
2,314
 110
865
 872
3,216
 872
Commercial loans2,108
 1,926
7,073
 1,926
Consumer loans and overdrafts (1)8
 9
12
 9
$2,981
 $2,807
$10,301
 $2,807
__________
(1) Corresponds to international consumer loans.



At March 31,June 30, 2020, total potential problem loans increased $0.2$7.5 million, or 6.2%267.0%, compared to December 31, 2019. The increase is mainly attributed to one commercial loanmulti-loan relationship totaling $0.2$7.2 million.



80





Securities
The following table sets forth the book value and percentage of each category of securities at March 31,June 30, 2020 and December 31, 2019. The book value for debt securities classified as available for sale and equity securities represents fair value and the book value for debt securities classified as held to maturity represents amortized cost.
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Amount % Amount %Amount % Amount %
(in thousands, except percentages)

  
Debt securities available for sale:              
U.S. government agency debt$253,182
 14.3% $228,397
 13.1%$232,454
 13.9% $228,397
 13.1%
U.S. government sponsored enterprise debt875,181
 49.4% 933,112
 53.6%831,920
 49.6% 933,112
 53.6%
Corporate debt (1) (2)330,194
 18.7% 252,836
 14.5%386,109
 23.1% 252,836
 14.5%
U.S. Treasury debt77,325
 4.4% 104,236
 6.0%2,515
 0.2% 104,236
 6.0%
Municipal bonds65,421
 3.7% 50,171
 2.9%66,786
 4.0% 50,171
 2.9%
$1,601,303
 90.5% $1,568,752
 90.1%$1,519,784
 90.8% $1,568,752
 90.1%
              
Debt securities held to maturity (3)$70,336
 4.0% $73,876
 4.3%$65,616
 3.9% $73,876
 4.3%
              
Equity securities with readily determinable fair value not held for trading (4)24,225
 1.4% 23,848
 1.4%24,425
 1.5% 23,848
 1.4%
              
Other securities (5):$74,123
 4.1% $72,934
 4.2%$64,986
 3.8% $72,934
 4.2%
$1,769,987
 100.0% $1,739,410
 100.0%$1,674,811
 100.0% $1,739,410
 100.0%
__________________
(1)
March 31,June 30, 2020 and December 31, 2019 include $13.4$16.3 million and $5.2 million, respectively, in “investment-grade” quality debt securities issued by foreign corporate entities. The securities issuers were from Canada and Japan in twothree different sectors at March 31,June 30, 2020, and from Japan in the financial services sector at December 31, 2019. The Company limits exposure to foreign investments based on cross border exposure by country, risk appetite and policy. All foreign investments are denominated in U.S. Dollars.
(2)Securities from issuersAs of June 30, 2020 and December 31, 2019, debt securities in the financial services sector issued by domestic corporate entities represent 1.8%2.4% and 1.3% of our total assets, at March 31, 2020 and December 31, 2019, respectively.
(3)Includes securities issued by U.S. government and U.S. government sponsored agencies.
(4)Includes an open-end fund incorporated in the U.S. The Fund's objective is to provide a high level of current income consistent with the preservation of capital and investments deemed to be qualified under the Community Reinvestment Act of 1977.
(5)Includes investments in FHLB and Federal Reserve Bank stock. Amounts correspond to original cost at the date presented. Original cost approximates fair value because of the nature of these investments.



81







The following tables set forth the book value, scheduled maturities and weighted average yields for our securities portfolio at March 31,June 30, 2020 and December 31, 2019. Similar to the table above, the book value for securities available for sale and equity securities is equal to fair market value and the book value for debt securities held to maturity is equal to amortized cost.
March 31, 2020
June 30, 2020June 30, 2020
(in thousands, except percentages)Total Less than a year One to five years Five to ten years Over ten years No maturityTotal Less than a year One to five years Five to ten years Over ten years No maturity
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount YieldAmount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
                                              
Debt securities available for sale                                              
U.S. Government sponsored enterprise debt$875,181
 2.74% $1,889
 3.65% $27,399
 2.53% $108,743
 2.76% $737,150
 2.74% $
 %$831,920
 2.62% $1,199
 2.79% $27,583
 2.33% $104,945
 2.69% $698,193
 2.62% $
 %
Corporate debt-domestic316,767
 3.11% 95,221
 3.29% 123,542
 2.79% 90,552
 3.23% 7,452
 4.76% 
 %369,788
 3.21% 77,836
 3.05% 132,054
 2.50% 139,597
 3.67% 20,301
 5.30% 
 %
U.S. Government agency debt253,182
 2.58% 85
 3.29% 10,027
 2.35% 31,453
 2.62% 211,617
 2.58% 
 %232,454
 2.11% 45
 3.52% 10,815
 1.70% 19,011
 1.63% 202,583
 2.18% 
 %
Municipal bonds65,421
 3.11% 
 % 
 % 46,554
 3.33% 18,867
 2.57% 
 %66,786
 3.11% 
 % 
 % 47,652
 3.33% 19,134
 2.56% 
 %
Corporate debt-foreign13,427
 3.17% 
 % 4,967
 2.07% 8,460
 3.81% 
 % 
 %16,321
 2.89% 
 % 5,212
 1.30% 11,109
 3.63% 
 % 
 %
U.S. treasury securities77,325
 1.57% 6,800
 1.57% 1,017
 0.56% 
 % 69,508
 1.59% 
 %2,515
 0.34% 
 % 2,515
 0.34% 
 % 
 % 
 %
$1,601,303
 2.75% $103,995
 3.18% $166,952
 2.69% $285,762
 3.02% $1,044,594
 2.64% $
 %$1,519,784
 2.71% $79,080
 3.05% $178,179
 2.36% $322,314
 3.18% $940,211
 2.58% $
 %
                                              
Debt securities held to maturity$70,336
 2.39% $
 % $
 % $11,567
 2.92% $58,769
 2.28% $
 %$65,616
 2.38% $
 % $
 % $11,515
 1.85% $54,101
 2.49% $
 %
                                              
Equity securities with readily determinable fair value not held for trading24,225
 2.12% 
 
 
 
 
 
 
 
 24,225
 2.12%24,425
 2.05% 
 
 
 
 
 
 
 
 24,425
 2.05%
                                              
Other securities$74,123
 5.94% $
 % $
 % $
 % $
 % $74,123
 5.94%$64,986
 5.65% $
 % $
 % $
 % $
 % $64,986
 5.65%
$1,769,987
 2.86% $103,995
 3.18% $166,952
 2.69% $297,329
 3.01% $1,103,363
 2.62% $98,348
 5.00%$1,674,811
 2.80% $79,080
 3.05% $178,179
 2.36% $333,829
 3.13% $994,312
 2.58% $89,411
 4.66%



82



December 31, 2019
(in thousands, except percentages)Total Less than a year One to five years Five to ten years Over ten years No maturity
Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield Amount Yield
                        
Debt securities available for sale                       
U.S. government sponsored enterprise debt933,112
 2.76% 2,296
 3.81% 23,781
 2.51% 113,341
 2.83% 793,694
 2.75% 
 %
Corporate debt-domestic247,602
 2.97
 38,270
 2.59
 140,945
 2.90
 68,387
 3.34
 
 
 
 
U.S. government agency debt228,397
 2.76
 133
 2.46
 9,903
 2.53
 28,195
 2.82
 190,166
 2.76
 
 
U.S. Treasury debt securities104,236
 2.07
 6,765
 1.61
 
 
 
 
 97,471
 2.10
 
 
Municipal bonds50,171
 3.29
 
 
 
 
 29,371
 3.23
 20,800
 3.38
 
 
Corporate debt-foreign5,234
 2.82
 
 
 5,234
 2.82
 
 
 
 
 
 
 1,568,752
 2.76
 47,464
 2.51
 179,863
 2.83
 239,294
 3.02
 1,102,131
 2.71
 
 
                        
Debt securities held to maturity73,876
 2.50% 
 
 
 
 
 
 73,876
 2.50% 
 
Equity securities with readily determinable fair value not held for trading23,848
 2.13% 
 
 
 
 
 
 
 
 23,848
 2.13%
                        
Other securities72,934
 6.02% 
 
 
 
 
 
 
 
 72,934
 6.02%
 $1,739,410
 2.88% $47,464
 2.51% $179,863
 2.83% $239,294
 3.02% $1,176,007
 2.69% $96,782
 5.06%
The investment portfolio’s average duration was 3.02.6 years at March 31,June 30, 2020 and 3.8 years at December 31, 2019. These estimates are computed using multiple inputs that are subject, among other things, to changes in interest rates and other factors that may affect prepayment speeds. Contractual maturities of investment securities are adjusted for anticipated prepayments of amortizing U.S. Government sponsored agency debt securities and U.S. Government sponsored enterprise debt securities, which shorten the average lives of these investments.
Liabilities
Total liabilities increased $107.0$149.8 million, or 1.5%2.1%, to $7.3 billion at March 31,June 30, 2020 compared to $7.2 billion at December 31, 2019. This was primarily driven by $85.1$267.6 million, or 4.6%, in higher total deposits, mainly the result of an increase in timenoninterest bearing deposits, and $58.4 million outstanding amount of Senior Notes issued in the second quarter of 2020. These increases were partially offset by a $30.0$185.0 million, increaseor 15.0%, decrease in advances from the FHLB. This was partially offset byFHLB and the $28.1 million redemption of junior subordinated debentures in the first quarter of 2020. SeeCapital Resources and Liquidity Management” for more detail on the issuance of Senior Notes and the redemption of trust preferred securities and related junior subordinated debt.



83





Deposits
Total deposits increased $85.1$267.6 million, or 1.5%4.6%, to $5.84$6.0 billion at March 31,June 30, 2020 compared to $5.76$5.8 billion at December 31, 2019. In the threesix months ended March 31,June 30, 2020, increases of $121.1$193.1 million, in time deposits and $16.6 millionor 25.3%, in noninterest bearing transaction accounts, $88.3 million, or 8.0%, in interest bearing deposits, and $13.7 million, or 0.6% in time deposits were partially offset by decreases $42.4$27.6 million, or 1.9%, in savings and money market deposit accounts and $10.3 million in interest bearing deposits.accounts. The increase in deposits was mainly driven by strong domesticby: (i) the funds from the PPP loans originated during the second quarter of 2020, which small business customers have not fully utilized, totaling $132.7 million as of June 30, 2020; (ii) $67.8 million growth in reciprocal deposit growth enabled byaccount balances in the first half of 2020, and (iii) higher capture of online CDs and relationship money marketCDs. During the second quarter of 2020, the Company increasingly offered the reciprocal deposit product to certain customers who want to make their deposits as a resultin excess of the Company’s successful cross-selling efforts.$250,000 fully eligible for FDIC insurance. This was partially offset by declines in deposits from Venezuelan resident customers, as discussed below. The $121.1$13.7 million increase in time deposits since December 31, 2019 includes an increase of $136.6$88.2 million in retail time deposits partially offset by a decline of $15.5$74.5 million in brokered time deposits. The increase in retail time deposits was mainly due to an increase of $69.0$90.9 million , or 50.2%66.1%, in online deposits compared to December 31, 2019.We2019. We continue to focus our efforts to retain customers with higher probabilities of renewal at lower market rates. These efforts led to time deposit renewals of approximately $71.4$224.0 million in the first quarterhalf of 2020 at rates that were lower than the highest rates paid in our markets.
Deposits by Country of Domicile
The following table shows deposits by country of domicile of the depositor as of the dates presented and the changes during the period.
    Change    Change
(in thousands, except percentages)March 31, 2020 December 31, 2019 Amount %June 30, 2020 December 31, 2019 Amount %
Deposits              
Domestic (1) (2)$3,253,972
 $3,121,827
 $132,145
 4.2 %$3,432,971
 $3,121,827
 $311,144
 10.0 %
Foreign:              
Venezuela (3)2,224,353
 2,270,970
 (46,617) (2.1)%2,202,340
 2,270,970
 (68,630) (3.0)%
Others363,887
 364,346
 (459) (0.1)%389,391
 364,346
 25,045
 6.9 %
Total foreign2,588,240
 2,635,316
 (47,076) (1.8)%2,591,731
 2,635,316
 (43,585) (1.7)%
Total deposits$5,842,212
 $5,757,143
 $85,069
 1.5 %$6,024,702
 $5,757,143
 $267,559
 4.6 %
_________________
(1)Includes brokered deposits of $646.9$587.9 million and $682.4 million at March 31,June 30, 2020 and December 31, 2019, respectively.
(2)
Domestic deposits, excluding brokered, were up $167.6405.6 million or 6.87%16.6%, compared to December 31, 2019.
(3)Based upon the diligence we customarily perform to "know our customers" for anti-money laundering, OFAC and sanctions purposes, and a review of the Executive Order issued by the President of the United States on August 5, 2019 and the related Treasury Department Guidance, we do not believe that the U.S. economic embargo on certain Venezuelan persons will adversely affect our Venezuelan customer relationships, generally.


Our domestic deposits have increased almost every year since 2014, while our total foreign deposits, especially deposits from Venezuelan residents, have declined during the same period. Most of the Venezuelan withdrawals from deposit accounts at the Bank are believed to be due to the effect of adverse economic conditions in Venezuela on our Venezuelan resident customers. In the second quarter of 2020, the pace of utilization of deposits from our Venezuelan customers declined mainly due to lower economic activity in their country currently attributable to the COVID-19 pandemic.
Our other foreign deposits include deposits from non-Venezuelan affiliates of the Former Parent, and do not include deposits from Venezuelan resident customers.



84





During the threesix months ended March 31,June 30, 2020, deposits from customers domiciled in Venezuela decreased by $46.6$68.6 million, or 2.1%3.0%, to $2.2 billion, compared to December 31, 2019. InWhile customers in Venezuela continue to use their deposits to cover every day expenses, the firstpace of utilization of these deposits further declined during the second quarter of 2020 Amerant’s Venezuelan customers continued to utilize deposits to fund everyday expenses as challenging conditionsattributable the lower economic activity in their country persist. Thecurrently attributable to the COVID-19 pandemic.
During the first half of 2020, foreign deposits, which include deposits from other countries in addition to Venezuela, decreased by $43.6 million or 1.7%, compared to December 31, 2019, representing an annualized international deposit runoffdecline rate was 7.1%of 3.3% in the first quarterhalf of 2020 compared to an annualized decline rate of 8.6%13.1% during 2019. We attributed these results to the fourth quartercombination of 2019. It is encouraging that whileour team's sales efforts capturing more share of wallet, with the declinelower pace of the economic activity in foreign deposits continuedVenezuela as a result of the COVID-19 pandemic.
Fostering deeper relationships with existing customers to capture additional share of wallet remains a priority, and the Company continues to enhance its customer engagement initiatives, including increased targeted call campaigns and providing relevant training to its sales teams in support of these efforts. The Company’s successful participation in the first quarter of 2020, the pace of declineSBA’s PPP has slowed. This improvement is attributedintroduced us to the Company’s increased contactprospective commercial lending opportunities and sales effortsnew customer deposit relationships which solidified existing relationships and the expansion of Amerant’s bankingwill be strengthened by offering products and services including Zelle® which was launched inthat address the fourth quarterneeds of 2019. Also, our efforts to capture online deposits led to an increase of $69.0 million in these deposits during the first quarter of 2020.customers.
The Bank uses the Federal Financial Institutions Examination Council’s (the “FFIEC”) Uniform Bank Performance Report (the “UBPR”) definition of “core deposits”, which exclude brokered time deposits and retail time deposits of $250,000 or more.more than $250,000. Our core deposits were $4.4$4.7 billion and $4.3 billion as of March 31,June 30, 2020 and December 31, 2019, respectively. Core deposits represented 75.3%77.2% and 75.4% of our total deposits at those dates, respectively.
We utilize brokered deposits and, as of March 31,June 30, 2020, we had $646.9$587.9 million in brokered deposits, which represented 11.1%9.8% of our total deposits at that date. Our March 31,June 30, 2020, brokered deposits were down $35.5$94.5 million, or 5.2%13.8%, compared to $682.4 million as of December 31, 2019, mainly due to the maturitymatured brokered CDs which were not replaced during the first half of $20 million in brokered interest bearing and noninterest bearing demand deposits in January 2020.The2020. The Company has not historically sold brokered CDs in denominations over $100,000.
Large Fund Providers
At March 31,June 30, 2020 and December 31, 2019, our large fund providers, defined as third-party customer relationships with balances of over $10 million, included seveneleven and eight deposit relationships, respectively, with total balances of $114.2$217.3 million and $116.9 million, respectively. As of June 30, 2020, the total $217.3 million in relationships with balances over $10 million includes $50.0 million in reciprocal deposits. This $50.0 million in reciprocal deposits are part of the previously mentioned $67.8 million growth in reciprocal deposit account balances in the first half of 2020. Additionally, deposits from ourthe Company’s Former Parent or its non-U.S. affiliates at March 31,June 30, 2020 and December 31, 2019 totaled $6.6$11.1 million and $7.9 million, respectively. These deposits of our Former Parent and its non-U.S. affiliates are expected to remain low or further decline in 2020.
Large Time Deposits by Maturity
The following table sets forth the maturities of our time deposits with individual balances equal to or greater than $100,000 as of MarchJune 30, 2020 and December 31, 2020:2019:
March 31, 2020June 30, 2020 December 31, 2019
(in thousands, except percentages)

    
Less than 3 months$423,857
 27.5%$323,709
 21.5% $291,075
 20.4%
3 to 6 months254,723
 16.5%343,480
 22.8% 358,061
 25.1%
6 to 12 months465,988
 30.2%479,385
 31.8% 393,555
 27.6%
1 to 3 years219,212
 14.2%231,786
 15.4% 181,105
 12.7%
Over 3 years179,591
 11.6%130,395
 8.5% 204,303
 14.2%
Total$1,543,371
 100.0%$1,508,755
 100.0% $1,428,099
 100.0%


85





Short-Term Borrowings
In addition to deposits, we use short-term borrowings, such as FHLB advances and borrowings from other banks, as a source of funds to meet the daily liquidity needs of our customers and fund growth in earning assets. Short-term borrowings have maturities of 12 months or less as of the reported period-end. There were no outstanding short-term borrowings at June 30, 2020. All of our outstanding short-term borrowings at March 31, 2020 and December 31, 2019 correspond to FHLB advances.
The following table sets forth information about the outstanding amounts of our short-term borrowings at the close of, and for the threesix months ended March 31,June 30, 2020 and for the year ended December 31, 2019. There were no repurchase agreements outstanding as of March 31,June 30, 2020 and December 31, 2019.
March 31,
2020
 December 31,
2019
June 30,
2020
 December 31,
2019
(in thousands, except percentages)      
Outstanding at period-end$260,000
 $285,000
$
 $285,000
Average amount240,000
 478,333
167,500
 478,333
Maximum amount outstanding at any month-end300,000
 600,000
300,000
 600,000
Weighted average interest rate:      
During period1.66% 2.29%1.45% 2.29%
End of period1.29% 1.93%% 1.93%

86





Return on Equity and Assets
The following table shows annualized return on average assets, return on average equity, and average equity to average assets ratio for the periods presented:
 Three Months Ended March 31,
 2020 2019
(in thousands, except percentages and per share data)

 
Net income$3,382
 $13,071
Basic earnings per common share0.08
 0.31
Diluted earnings per common share (1)0.08
 0.30
    
Average total assets$7,951,344
 $8,063,318
Average stockholders' equity844,200
 760,639
Net income / Average total assets (ROA)0.17 %
 0.65 %
Net income / Average stockholders' equity (ROE)1.61 %
 6.87 %
Average stockholders' equity / Average total assets ratio10.62 %
 9.43 %
    
Adjusted net income (2)$3,662
 $13,803
Adjusted earnings per common share (2)0.09
 0.33
Adjusted earnings per diluted common share (2)0.09
 0.32
    
Adjusted net income / Average total assets (Adjusted ROA) (2)0.19% 0.69%
Adjusted net income / Average stockholders' equity (Adjusted ROE) (2)1.74% 7.25%
 Three Months Ended June 30, Six Months Ended June 30,
 2020 2019 2020 2019
(in thousands, except percentages and per share data)

 
Net (loss) income$(15,279) $12,857
 $(11,897) $25,928
Basic (loss) earnings per common share(0.37) 0.30
 (0.28) 0.61
Diluted (loss) earnings per common share (1)(0.37) 0.30
 (0.28) 0.60
        
Average total assets$8,148,199
 $7,867,120
 $8,049,526
 $7,964,677
Average stockholders' equity852,040
 786,123
 847,875
 773,451
Net (loss) income / Average total assets (ROA)(0.75)% 0.66% (0.30)% 0.66%
Net (loss) income / Average stockholders' equity (ROE)(7.21)% 6.56% (2.82)% 6.76%
Average stockholders' equity / Average total assets ratio10.46 %
 9.99% 10.53 %
 9.71%
        
Adjusted net (loss) income (2)$(14,234) $15,005
 $(10,572) $28,808
Adjusted (loss) earnings per common share (2)(0.34) 0.35
 (0.25) 0.68
Adjusted (loss) earnings per diluted common share (2)(0.34) 0.35
 (0.25) 0.67
        
Adjusted net (loss) income / Average total assets (Adjusted ROA) (2)(0.70)% 0.77% (0.26)% 0.73%
Adjusted net (loss) income / Average stockholders' equity (Adjusted ROE) (2)(6.72)% 7.66% (2.51)% 7.51%
__________________
(1)
As of March 31,June 30, 2020 and 2019 potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units mainly related to the Company’s IPO in 2018, totaling 482,316491,360 and 786,213,789,652, respectively. TheseAs of June 30, 2020, potential dilutive instruments were not included in the diluted earnings per share computation because the Company reported a net loss and their inclusion would have an antidilutive effect. As of June 30, 2019, potential dilutive instruments were included in the diluted earnings per share computation because, when the unamortized deferred compensation cost related to these shares was divided by the average market price per share at those dates,that date, fewer shares would have been purchased than restricted shares assumed issued. Therefore, at those dates,that date, such awards resulted in higher diluted weighted average shares outstanding than basic weighted average shares outstanding, and had a dilutive effect in per share earnings.
(2)
See “Selected Financial Information” for an explanation of certain non-GAAP financial measures and see “Non-GAAP Financial Measures Reconciliation” for a reconciliation of the non-GAAP financial measures to their GAAP counterparts.


During the three and six months ended March 31,June 30, 2020, basic and diluted earningsloss per share decreased as ais the result of lowerthe net incomeloss recorded in the three and six months ended March 31, 2020 compared to the same period one year ago.June 30, 2020.
Capital Resources and Liquidity Management
Capital Resources. 
Stockholders’ equity is influenced primarily by earnings, dividends, if any, and changes in accumulated other comprehensive income (AOCI) caused primarily by fluctuations in unrealized holding gains or losses, net of taxes, on debt securities available for sale. AOCI is not included for purposes of determining our capital for bank regulatory purposes.



87



Stockholders’ equity increased $6.4decreased $4.5 million, or 0.8%0.5%, to $841.1$830.2 million as of March 31,June 30, 2020 compared to $834.7 million as of December 31, 2019, primarily due to: (i) $3.4$11.9 million of net incomeloss in the threesix months ended March 31,June 30, 2020, and (ii) $15.2 million repurchase of shares of Class B common stock completed in the first quarter of 2020. This was partially offset by a $17.9$21.5 million increase in AOCI resulting primarily from a higher valuation of debt securities available for sale compared to December 31, 2019. These increases were partially offset by the $15.2 million repurchase of shares of Class B common stock completed in the first quarter of 2020. The higher valuation of debt securities available for sale during the first quarter of 2020 was the primary driver of the Company’s deferred tax assets declining approximately $0.5 million, or 10.0%, to $4.9 million as of March 31, 2020, as the unrealized gains and losses included in AOCI are reported in stockholders’ equity on an after-tax basis.
Class B Common Stock Repurchase. On February 14 and February 21, 2020, the Company repurchased an aggregate of 932,459 shares of its outstanding Class B Common Stock in two privately negotiated transactions for an aggregate purchase price of $15.2 million, including $0.3 million in broker fees and other expenses. These 932,459 shares of Class B common stock were recorded as treasury stock under the cost method. The Company used available cash to fund these repurchases.
Cancellation of Treasury Shares. In March 2020, Company’s Board of Directors authorized the cancellation of all 4,464,916 shares of Class B Common Stock previously held as treasury stock, including shares repurchased during 2018, 2019 and 2020, effective March 31, 2020.
Liquidity Management. 
At March 31,June 30, 2020 and December 31, 2019, the Company had $1.27$1.05 billion and $1.24 billion, respectively, of outstanding advances from the FHLB. At March 31,June 30, 2020 and December 31, 2019, we had an additional $1.4 billion and $1.1 billion, respectively, available under FHLB facilities. During the threesix months ended March 31,June 30, 2020, the Company repaid $250$885 million of outstanding advances and other borrowings,from the FHLB, and borrowed $280$700 million from these sources.this source. There were no other borrowings as of March 31,June 30, 2020 and December 31, 2019.
The following table summarizes the composition of our FHLB advances by type of interest rate:
March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
(in thousands)

  
Advances from the FHLB and other borrowings:      
Fixed rate ranging from 0.44% to 3.23% (December 31, 2019 - 0.71% to 3.23%) (1)$1,205,000
 $1,085,000
Floating rate three-month LIBOR ranging from 1.73% to 1.87% (December 31, 2019- 1.84% to 2.03%)60,000
 150,000
Fixed rate ranging from 0.62% to 2.42% (December 31, 2019 - 0.71% to 3.23%) (1)$1,050,000
 $1,085,000
Floating rate three-month LIBOR ranging from 1.84% to 2.03%
 150,000
$1,265,000
 $1,235,000
$1,050,000
 $1,235,000
__________________
(1)As of March 31,June 30, 2020 and December 31, 2019, includes $530 million (fixed interest rate raging from 0.62% to 0.97%) in advances from the FHLB that are callable prior to maturity.




At December 31, 2018, we had designated certain interest rate swaps as cash flow hedges to manage this variable interest rate exposure. In the first quarter of 2019, the Company terminated these interest rate swap contracts. As a result, the Company received cash equal to the contracts’ fair value at the date of termination of approximately $8.9 million which is recorded in AOCI. This amount is being amortized over the original remaining lives of the contracts as an offset to interest expense on the Company’s FHLB advances. The Company recorded a credit of approximately $0.4$0.7 million against interest expense on FHLB advances in the first quarterhalf of 2020 ($0.10.5 million in the first quarterhalf of 2019) and expects to record a credit of approximately $1.0$0.7 million in the rest of 2020.



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In early April 2020, the Company restructured $420.0 million of its fixed-rate FHLB advances extending their original maturities from 2021 to 2023 at lower interest rates. The Company incurred a loss of $17.0 million as a result of the restructuring which was blended into the new interest rates of these advances, affecting the yields through their remaining maturities. The Company accounted for these transactions as the modification of existing debt in accordance with U.S. GAAP.
At March 31,June 30, 2020, advances from the FHLB had maturities through 2030 with interest rates ranging from 0.44%0.62% to 3.23%2.42%. We expect to continue taking FHLB funding, as needed, in short duration maturities.
We also maintain federal funds lines with several banks, and had $65.0 million of availability under these lines at March 31,June 30, 2020 and December 31, 2019.
On June 23, 2020, the Company completed a $60.0 million offering of Senior Notes with a coupon rate of 5.75% and due 2025. The net proceeds, after direct issuance costs of $1.6 million, totaled $58.4 million. The Senior Notes are presented net of direct issuance costs in the consolidated financial statements. These costs are deferred and amortized over 5 years. The Senior Notes, which are fully and unconditionally guaranteed by the Company’s wholly-owned subsidiary, Amerant Florida Bancorp Inc., or Amerant Florida, provided the Company with a new source of funding as we continue to navigate the COVID-19 pandemic.
We and our subsidiary Amerant Florida are a corporationcorporations separate and apart from the Bank and, therefore, must provide for our own liquidity. Our main source of funding is dividends declared and paid to us and Amerant Florida by the Bank. Additionally, ourThe Company, which is the issuer of the Senior Notes, held cash and cash equivalents of $99.5 million as of June 30, 2020, in funds available to service its Senior Notes, as a separate stand-alone entity. Our subsidiary Amerant Florida Bancorp Inc., or Amerant Florida, which is an intermediate bank holding company, and the obligor on our junior subordinated debt and the guarantor of the Senior Notes, held cash and cash equivalents of $20.2$19.1 million as of March 31,June 30, 2020 and $48.9 million as of December 31, 2019, respectively, in funds available to service its junior subordinated debt.debt, as a separate stand-alone entity. In the first quarter of 2020, we used $27.1 million of Amerant Florida’s cash to redeem the outstanding trust preferred securities issued by its Statutory Trust I and the related junior subordinated debt issued by Amerant Florida.
We have not provided summarized financial information for the Company and Amerant Florida as we do not believe it would be material information since the assets, liabilities and results of operations of the Company and Amerant Florida are not materially different from the amounts reflected in the consolidated financial statements of the Company.
COVID-19 Pandemic
Our deposits and wholesale funding operations, including advances from the FHLB, Senior Notes and other short-term borrowings, have historically supplied us with a significant source of liquidity. These sources have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our business. We evaluate our funding requirements on a regular basis to cover any potential shortfall in our ability to generate sufficient cash from operations to meet our capital requirements. We may consider funding alternatives to provide additional liquidity when necessary. There is some uncertainty surrounding the potential impact of the COVID-19 outbreak on our results of operations and cash flows. As a result, we are proactively taking steps to increase cash available on-hand, including, but not limited to, the repositioning of our investment portfolio, and seeking to extend the duration of and reduce the cost on, our long-term debt, primarily advances from the FHLB. Cash and cash equivalents increased $149.7$96.0 million or 123.4%79.1% in the threesix months ended March 31,June 30, 2020 attributable to higher balances at the Federal Reserve.Reserve and include the net proceeds of $58.4 million from the issuance of Senior Notes completed during the three months ended June 30, 2020. This increase in Cash and cash equivalents includes proceeds from the aforementioned issuance of Senior Notes. See —Cash and Cash Equivalents. In addition, in early April 2020, the Company modified maturities on $420.0 million fixed-rate FHLB advances. See earlier discussion in this section.

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Redemption of Junior Subordinated Debentures
On January 30, 2020, the Company redeemed all $26.8 million of its outstanding 8.90% trust preferred capital securities issued by Capital Trust I at a redemption price of 100%. The Company simultaneously redeemed all junior subordinated debentures held by Capital Trust I as part of this redemption transaction. This redemption reduced total cash and cash equivalents by $27.1 million, financial liabilities by $28.1 million, other assets by $3.4 million, and other liabilities by $2.2 million.million at that date. In addition, the Company recorded a charge of $0.3 million during the first quarter of 2020 for the unamortized issuance costs. This redemption reduced the Company’s Tier 1 equity capital at that date by a net of $24.7 million and pretax annual interest expense by $2.4 million.
There are statutory and regulatory limitations that affect the ability of the Bank to pay dividends to the Company. These limitations exclude the effects of AOCI. Management believes that these limitations will not affect the Company’s ability, and Amerant Florida’s ability, to meet their ongoing short-term cash obligations. See “Supervision and Regulation” in the Form 10-K for the year ended December 31, 2019.

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Regulatory Capital Requirements
Our Company’s consolidated regulatory capital amounts and ratios are presented in the following table:
Actual Required for Capital Adequacy Purposes Regulatory Minimums To be Well CapitalizedActual Required for Capital Adequacy Purposes Regulatory Minimums To be Well Capitalized
(in thousands, except percentages)Amount Ratio Amount Ratio Amount RatioAmount Ratio Amount Ratio Amount Ratio
March 31, 2020           
June 30, 2020           
Total capital ratio$930,003
 14.54% $511,741
 8.00% $639,676
 10.00%$922,404
 14.34% $514,566
 8.00% $643,207
 10.00%
Tier 1 capital ratio855,885
 13.38% 383,806
 6.00% 511,741
 8.00%841,501
 13.08% 385,924
 6.00% 514,566
 8.00%
Tier 1 leverage ratio855,885
 10.82% 316,369
 4.00% 395,461
 5.00%841,501
 10.39% 323,865
 4.00% 404,831
 5.00%
Common Equity Tier 1 (CET1)794,742
 12.42% 287,854
 4.50% 415,790
 6.50%780,373
 12.13 %
 289,443
 4.50% 418,085
 6.50%
                      
December 31, 2019

 

 

 

 

 



 

 

 

 

 

Total capital ratio$945,310
 14.78% $511,760
 8.00% $639,699
 10.00%$945,310
 14.78% $511,760
 8.00% $639,699
 10.00%
Tier 1 capital ratio891,913
 13.94% 383,820
 6.00% 511,760
 8.00%891,913
 13.94% 383,820
 6.00% 511,760
 8.00%
Tier 1 leverage ratio891,913
 11.32% 315,055
 4.00% 393,819
 5.00%891,913
 11.32% 315,055
 4.00% 393,819
 5.00%
Common Equity Tier 1 (CET1)806,050
 12.60% 287,865
 4.50% 415,805
 6.50%806,050
 12.60% 287,865
 4.50% 415,805
 6.50%
The Bank’s consolidated regulatory capital amounts and ratios are presented in the following table:
Actual Required for Capital Adequacy Purposes Regulatory Minimums to be Well CapitalizedActual Required for Capital Adequacy Purposes Regulatory Minimums to be Well Capitalized
(in thousands, except percentages)Amount Ratio Amount Ratio Amount RatioAmount Ratio Amount Ratio Amount Ratio
March 31, 2020           
June 30, 2020           
Total capital ratio$867,364
 13.56% $511,615
 8.00% $639,519
 10.00%$861,083
 13.39% $514,400
 8.00% $643,001
 10.00%
Tier 1 capital ratio793,246
 12.40% 383,711
 6.00% 511,615
 8.00%780,205
 12.13% 385,800
 6.00% 514,400
 8.00%
Tier 1 leverage ratio793,246
 10.03% 316,262
 4.00% 395,327
 5.00%780,205
 9.64% 323,680
 4.00% 404,600
 5.00%
Common Equity Tier 1 (CET1)793,246
 12.40% 287,783
 4.50% 415,687
 6.50%780,205
 12.13% 289,350
 4.50% 417,950
 6.50%
                      
December 31, 2019                      
Total capital ratio$841,305
 13.15% $511,638
 8.00% $639,547
 10.00%$841,305
 13.15% $511,638
 8.00% $639,547
 10.00%
Tier 1 capital ratio787,908
 12.32% 383,728
 6.00% 511,638
 8.00%787,908
 12.32% 383,728
 6.00% 511,638
 8.00%
Tier 1 leverage ratio787,908
 10.01% 314,800
 4.00% 393,500
 5.00%787,908
 10.01% 314,800
 4.00% 393,500
 5.00%
Common Equity Tier 1 (CET1)787,908
 12.32% 287,796
 4.50% 415,706
 6.50%787,908
 12.32% 287,796
 4.50% 415,706
 6.50%
In threethe six months ended March 31June 30 2020, the Company redeemed all $26.8 million of its outstanding 8.90% trust preferred capital securities issued by Capital Trust I. SeeCapital Resources and Liquidity Management” for more detail on the redemption of trust preferred securities and related junior subordinated debt.



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The Board of Governors of the Federal Reserve System (the “Federal Reserve”), the Office of the Comptroller of the Currency (“OCC”), and the Federal Deposit Insurance Corporation (the “FDIC”, and collectively with the Federal Reserve and the OCC, the “Federal Banking Agencies”), published a final rule on July 22, 2019 that simplifies existing regulatory capital rules for non-advanced approaches institutions, such as the Company. Non-advanced approaches institutions will be permitted to implement the Capital Simplifications Final Rule as of its revised effective date in the quarter beginning January 1, 2020, or wait until the quarter beginning April 1, 2020. As of the date of implementation, the required deductions from regulatory capital CET1 elements for mortgage servicing assets (“MSAs”) and temporary difference deferred tax assets (“DTAs”) are only required to the extent these assets exceed 25% of CET1 capital elements, less any adjustments and deductions (the “CET1 Deduction Threshold”). MSAs and temporary difference DTAs that are not deducted from capital are assigned a 250% risk weight. Investments in the capital instruments of unconsolidated financial institutions are deducted from capital when these exceed the 25% CET1 Deduction Threshold. Minority interests in up to 10% of the parent banking organization’s CET1, Tier capital and total capital, after deductions and adjustments are permitted to be included in capital effective October 1, 2019. Also effective October 1, 2019, the final rule made various technical amendments, including reconciling a difference in the capital rules and the bank holding company rules that permits the redemption of bank holding company common stock without prior Federal Reserve approval under the capital rules. Such redemptions remain subject to other requirements, including the Bank Holding Company Act and Federal Reserve Regulation Y. TheseThe Company adopted these simplified capital rules were adopted by the Company during the first quarter of 2020 and had no material effect on the Company’s regulatory capital and ratios.
The Federal Banking Agencies issued final rules on October 29, 2019 that provide simplified capital measures, including a simplified measure of capital adequacy for qualifying community banking organizations consistent with section 201 of the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Growth Act”). Qualifying community banking organizations with less than $10 billion of assets that comply with, and elect to use, the community bank leverage ratio (“CBLR”) and that maintain a CBLR greater than 9% would be considered to be “well-capitalized” and would no longer be subject to the other generally applicable capital rules. The CBLR would be used and applied for purposes of compliance with the Federal Banking Agencies’ prompt corrective action rules, and Federal Reserve Regulation O and W compliance, as well as in calculating FDIC deposit insurance assessments. The CBLR, among other proposals, reflects the Federal banking agencies’ focus on appropriately tailoring capital requirements to an institution’s size, complexity and risk profile. The CBLR will first be available for banking organizations to use in their March 31, 2020 Call Report or Form FR Y-9C. Non-advanced approaches banking organizations will also be able to take advantage of simpler regulatory capital requirements for mortgage servicing assets, certain deferred tax assets arising from temporary differences and investments in unconsolidated financial institutions. As of March 31, 2020, the Company has determined to opt out of adopting the new “community bank leverage ratio” given that the perceived benefits provided by the new regulation did not exceed the potential costs considering the Company’s current and projected size and operations.
Off-Balance Sheet Arrangements
The following table shows the outstanding balance of our off-balance sheet arrangements as of the end of the periods presented. Except as disclosed below, we are not involved in any other off-balance sheet contractual relationships that are reasonably likely to have a current or future material effect on our financial condition, a change in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. For more details on the Company’s off-balance sheet arrangements, see Note 16 to our audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2019.
(in thousands)March 31, 2020 December 31, 2019June 30, 2020 December 31, 2019
Commitments to extend credit$786,873
 $820,380
$786,034
 $820,380
Letters of credit19,931
 17,414
15,696
 17,414
$806,804
 $837,794
$801,730
 $837,794




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Contractual Obligations
In the normal course of business, we and our subsidiaries enter into various contractual obligations that may require future cash payments. Significant commitments for future cash obligations include capital expenditures related to operating leases, and other borrowing arrangements. Set forth below are material changes to our existing contractual obligations previously disclosed in the Form 10-K. Other than the changes shown below, there have been no material changes to the contractual obligations previously disclosed in the Form 10-K
FHLB Advances Restructuring
In early April 2020, the Company restructured $420.0 million of its fixed-rate FHLB advances extending their original maturities from 2021 to 2023 at lower interest rates. The Company incurred a loss of $17.0 million as a result of the restructuring which was blended into the new interest rates of these advances, affecting the yields through their remaining maturities. The Company accounted for these transactions as the modification of existing debt in accordance with U.S. GAAP.
Senior Notes Issuance
On June 23, 2020, the Company completed a $60.0 million offering of Senior Notes with a coupon rate of 5.75% and due 2025. The net proceeds, after direct issuance costs of $1.6 million, totaled $58.4 million. The Senior Notes are presented net of direct issuance costs in the consolidated financial statements. These costs will be deferred and amortized over 5 years. The Senior Notes, which are fully and unconditionally guaranteed by the Company’s wholly-owned subsidiary, Amerant Florida, provided the Company with a new source of funding as we continue to navigate the COVID-19 pandemic.

Critical Accounting Policies and Estimates
For our critical accounting policies and estimates disclosure, see the Form 10-K where such matters are disclosed for the Company’s latest fiscal year ended December 31, 2019.
The preparation of our consolidated financial statements in accordance with GAAP requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under current circumstances, results of which form the basis for making judgments about the carrying value of certain assets and liabilities that are not readily available from other sources. We evaluate our estimates on an ongoing basis. Actual results may differ from these estimates under different assumptions or conditions.
Accounting policies, as described in detail in the notes to our consolidated financial statements, are an integral part of those consolidated financial statements. A thorough understanding of these accounting policies is essential when reviewing our reported results of operations and our financial position. We believe that the critical accounting policies and estimates discussed below require us to make difficult, subjective or complex judgments about matters that are inherently uncertain. Changes in these estimates, that are likely to occur from period to period, or using different estimates that we could have reasonably used in the current period, would have a material impact on our financial position, results of operations or liquidity.

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The COVID-19 pandemic has severely restricted the level of economic activity in the U.S. and around the world since March 2020. Several states and cities across the U.S., including the States of Florida, New York and Texas and cities where the Company has banking centers, LPOs and where the Company’s principal place of business is located, have also implemented quarantines, restrictions on travel, “shelter at home” orders, and restrictions on types of business that may continue to operate. While some of these measures and restrictions have been lifted and certain businesses have reopened in the second quarter 2020, the Company cannot predict when restrictions currently in place may be lifted, or whether restrictions that have been lifted will need to be imposed or tightened in the future if viewed as necessary due to public health concerns. Given the uncertainty regarding the spread and severity of COVID-19 and its adverse effects on the U.S. and global economies, the extent to which the COVID-19 pandemic may impact the Company’s financial condition or results of operations is uncertain and cannot be accurately predicted at this time.
The three and six months ended June 30, 2020 were characterized by heightened uncertainty due to the COVID-19 pandemic, which could impact estimates and assumptions made by management, especially with respect to the adequacy of the Company’s allowance for loan losses and the Company’s evaluation of goodwill for impairment.
Allowance for Loan Losses. The allowance for loan losses represents an estimate of the current amount of principal that we will be unlikely to collect given facts and circumstances as of the evaluation date, and includes amounts arising from loans individually and collectively evaluated for impairment. Loan losses are charged against the allowance when we believe the un-collectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. We estimate the allowance balance required using past loan loss experience, the nature and volume of the portfolio, information about specific borrower situations and estimated collateral values, economic conditions, and other factors to ensure the current allowance balance is maintained at a reasonable level to provide for recognized and unrecognized but inherent losses in the loan portfolio. Allocations of the allowance are made for loans considered to be individually impaired, but the entire allowance is available for any loan that, in management’s judgment, should be charged-off. Amounts are charged-off when available information confirms that specific loans or portions thereof, are uncollectible. This methodology for determining charge-offs is applied consistently to each segment.
We determine a separate allowance for losses for each loan portfolio segment. The allowance for loan losses consists of specific and general reserves. Specific reserves relate to loans that are individually classified as impaired. A loan is impaired when, 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. Factors considered in determining impairment include payment status, collateral value and the probability of collecting all amounts when due. Measurement of impairment is based on the excess of the carrying value of the loan over the present value of expected future cash flows at the measurement date, or the fair value of the collateral in the case where the loan is considered collateral-dependent. We select the measurement method on a loan-by-loan basis except that collateral-dependent loans for which foreclosure is probable are measured at the fair value of the collateral.
We recognize interest income on impaired loans based on our existing method of recognizing interest income on nonaccrual loans. Loans, generally classified as impaired loans, for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties, are considered TDRs with measurement of impairment as described above.
If a loan is impaired, a portion of the allowance is allocated so that the loan is reported, net, at the present value of estimated future cash flows using the loan’s effective interest rate or at the fair value of collateral if repayment is expected solely from the collateral.

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General reserves cover non-individually-impaired loans and are based on historical loss rates for each loan portfolio segment, adjusted for the effects of qualitative factors that in management’s opinion are likely to cause estimated credit losses as of the evaluation date to differ from the portfolio segment’s historical loss experience. Qualitative factors include consideration of the following: changes in lending policies and procedures; changes in economic conditions, changes in the nature and volume of the portfolio; changes in the experience, ability and depth of lending management and other relevant staff; changes in the volume and severity of past due balances, nonaccrual and other adversely graded loans; changes in the loan review system; changes in the value of the underlying collateral for collateral-dependent loans; concentrations of credit and the effect of other external factors such as competition and legal and regulatory requirements, and beginning in the six month period ended June 30, 2020, the probable deterioration in the loan portfolio as a result of the COVID-19 pandemic.
Concentrations of credit risk can affect the level of the allowance and may involve loans to one borrower, borrowers engaged in or dependent upon the same industry, or a group of borrowers whose loans are predicated on the same type of collateral. We are also subject to a geographic concentration of credit because we primarily operate in South Florida, the greater Houston, Texas area and the New York City area. In addition, during the three and six months ended June 30, 2020, the evaluation of credit risk concentrations on our loan portfolio is subject to current economic conditions associated with the COVID-19 pandemic, especially on loans to borrowers in certain industries identified as being more sensitive to the negative impact of deteriorating economic conditions such as restaurants and hotels.
Our estimate for the allowance for loan losses is sensitive to the loss rates from our loan portfolio segments, and to our evaluation of uncertainties associated with current economic conditions derived from the COVID-19 pandemic. We believe the risk ratings, loss severities currently in use, and our evaluation of the uncertainties associated with current economic conditions derived from the COVID-19 pandemic are appropriate. The process of determining the level of the allowance for credit losses requires a high degree of judgment. It is possible that others, given the same information, may at any point in time reach different reasonable conclusions.
Goodwill. Goodwill is evaluated for impairment at least annually and on an interim basis if an event or circumstance indicates that it is likely an impairment has occurred. Based on this evaluation, we concluded goodwill was not considered impaired as of December 31, 2019.
During the second quarter of 2020, the Company assessed the indicators of goodwill impairment and noted certain events that indicated it was more likely than not that there was potential for goodwill impairment and, therefore, concluded an interim test of impairment was required. Triggering events associated with the COVID-19 pandemic included continued disruption to economic activity in the markets we serve, a reported net loss driven primarily by higher estimated provision for loan losses and a lower interest rate environment which has negatively affected our net interest margin. As a result of these conditions, the Company performed a quantitative assessment of goodwill impairment as of June 30, 2020, which included determining the estimated fair value of the reporting unit and comparing that fair value to the reporting unit's carrying amount. The results of the test indicated that the estimated fair value of the reporting unit exceeded its carrying amount at June 30, 2020. Based on this evaluation, we concluded goodwill was not impaired as of June 30, 2020.
We have applied significant judgment for interim and annual goodwill impairment testing purposes. Our Market Risk and Budget and Profitability units provide significant support for the development of judgments and assumptions used for these evaluations. Future negative changes may result in potential impairments of goodwill in future periods.
Determining the fair value of the reporting unit for goodwill impairment testing is considered a critical accounting estimate because it requires significant management judgment and the use of subjective measurements. Variability in the market and changes in assumptions or subjective measurements used to determine fair value are reasonably possible and may have a material impact on our financial position, liquidity or results of operations.

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Recently Issued Accounting Pronouncements. There are no recently issued accounting pronouncements that have recently been adopted by us. For a description of accounting standards issued that are pending adoption, see Note 1 “Business, Basis of Presentation and Summary of Significant Accounting Policies” in the Company’s interim consolidated financial statements in this Form 10-Q.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We believe interest rate and price risks are the most significant market risks impacting us. We monitor and evaluate these risks using sensitivity analyses to measure the effects on earnings, equity and the debt securities available for sale portfolio mark-to-market exposure, of changes in market interest rates. Exposures are managed to a set of limits previously approved by our board of directors and monitored by management. There have been no material
Our market risk is measured and monitored by the Asset and Liability function, carried out by our Treasury Department and monitored by the Asset/Liability Committee, or ALCO, and the Market Risk and Analytics unit. The price risk of the Company’s investment activities, which represents the risk to earnings and capital arising from changes in the fair market value of our investment portfolio, are monitored by ALCO using, among other tools, comparisons of actual performance versus approved limits maintained and regularly reviewed by the Asset and Liability function.
The Market Risk and Analytics unit is in charge of the independent validation of the Asset/Liability Management model. This unit also is in charge of reporting to the Board on our compliance with approved limits, and proposing changes to limits in line with approved risk appetite.
We manage and implement our ALM strategies through monthly ALCO meetings. The Chief Business Officer participates in the ALCO meetings. In the ALCO, we discuss, analyze, and decide on the best course of action to implement strategies designed as part of the ALM process. Market risks taken by the Company are managed using an appropriate mix of marketable securities, wholesale funding and derivative contracts.
Market Risk Measurement
ALM
We use sensitivity analyses as the primary tool to monitor and evaluate market risk, which is comprised of interest rate risk and price risk. Exposures are managed to a set of limits previously approved by our board of directors and monitored by ALCO.
Sensitivity analyses are based on changes in interest rates (both parallel yield curve changes as well as non-parallel), and are performed for several different metrics. They include three types of analyses consistent with industry practices:
earnings sensitivity;
economic value of equity, or EVE; and
investment portfolio mark-to-market exposure (debt and equity securities available for sale and held to maturity securities).
The Company continues to be asset sensitive, therefore income is expected to increase when interest rates move higher, and to decrease when interest rates move lower.
The high duration of our balance sheet has led to more sensitivity in the market values of financial instruments (assets and liabilities, including off balance sheet exposures). This sensitivity is captured in the EVE and investment portfolio mark-to-market exposure analyses. In the earnings sensitivity analysis, the opposite occurs. The higher duration will produce higher income today and less income variability during the next 12 months.

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We monitor these exposures, and contrast them against limits established by our board of directors. Those limits correspond to the capital levels and the capital leverage ratio that we would report taking into consideration the interest rate increase scenarios modeled. Although we model the market price risk of the available for sale securities portfolio, and its projected effects on AOCI or AOCL (a component of stockholders’ equity), the Bank and the Company made an irrevocable election in 2015 to exclude the effects of AOCI or AOCL in the calculation of its regulatory capital ratios, in connection with the adoption of Basel III Capital Rules in the U.S.
Earnings Sensitivity
In this method, the financial instruments (assets, liabilities, and off-balance sheet positions) generate interest rate risk exposure from mismatches in maturity and/or repricing given the financial instruments’ characteristics or cash flow behaviors such as pre-payment speeds. This method measures the potential change in our net interest income over the next 12 months, which corresponds to our short term interest rate risk. This analysis subjects a static balance sheet to instantaneous and parallel interest rate shocks to the yield curves for the various interest rates and indices that affect our net interest income. We compare on a monthly basis the effect of the analysis on our net interest income over a one-year period against limits established by our board of directors.

The following table shows the sensitivity of our net interest income as a function of modeled interest rate changes:
 
Change in earnings (1)
(in thousands, except percentages)
June 30, 2020 December 31, 2019
Change in Interest Rates (Basis points)       
Increase of 200$19,823
 11.1 % $14,237
 6.9 %
Increase of 10012,446
 7.0 % 10,091
 4.9 %
Decrease of 25(3,368) (1.9)% (4,856) (2.3)%
Decrease of 100
  % (20,739) (10.0)%
__________________
(1) Represents the change in net interest income, and the percentage that change represents of the base scenario net interest income. The base scenario assumes (i) flat interest rates over the next 12 months, (ii) that total financial instrument balances are kept constant over time and (iii) that interest rate shocks are instant and parallel to the yield curve, for the various interest rates and indices that affect our net interest income.

Net interest income in the base scenario, decreased to approximately $178.0 million in June 30, 2020 compared to those discussed$207.0 million in December 31, 2019. This decrease is mainly due to a lower market interest rate environment driven by the emergency rate cuts implemented by the Federal Reserve during March 2020 and the global pandemic.The Company continues to be asset sensitive, however given more recent market interest rate expectations, management has been taking steps to reduce interest rate sensitivity.
The Company periodically reviews the scenarios used for earnings sensitivity to reflect market conditions.
Economic Value of Equity Analysis
We use EVE to measure the potential change in the fair value of the Company’s asset and liability positions, and the subsequent potential effects on our Form 10-Keconomic capital. In the EVE analysis, we calculate the fair value of all assets and liabilities, including off-balance sheet instruments, based on different rate environments (i.e. fair value at current rates against the fair value based on parallel shifts of the yield curves for the year endedvarious interest rates and indices that affect our net interest income). This analysis measures the long term interest rate risk of the balance sheet.

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The following table shows the sensitivity of our EVE as a function of interest rate changes as of the periods presented:
 
Change in equity (1)
 June 30, 2020 December 31, 2019
Change in Interest Rates (Basis points)   
Increase of 200(2.10)% (11.10)%
Increase of 1001.3 % (3.86)%
Decrease of 25(0.80)% 0.24 %
Decrease of 100 (2)
 % (0.11)%
__________________
(1) Represents the percentage of equity change in a static balance sheet analysis assuming interest rate shocks are instant and parallel to the yield curves for the various interest rates and indices that affect our net interest income.
(2) We have discontinued the decrease of 100 basis point shock scenario at June 30, 2020 due to the unlikely scenario at the current low interest rate environment.


The larger negative effects to EVE as of June 30, 2020 for the 200 and 100 basis point increase are mainly attributed to the lower average duration of the investment portfolio, higher average duration of FHLB advances, and the unwinding in 2019 of the interest rate swaps we had designated as cash flow hedges. During the periods reported, the modeled effects on the EVE remained within established Company risk limits.


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Available for Sale Portfolio mark-to-market exposure
The Company measures the potential change in the market price of its investment portfolio, and the resulting potential change on its equity for different interest rate scenarios. This table shows the result of this test as of June 30, 2020 and December 31, 2019:
 
Change in market value (1)
(in thousands)June 30, 2020 December 31, 2019
Change in Interest Rates   
(Basis points)   
Increase of 200$(100,107) $(148,369)
Increase of 100(42,789) (69,956)
Decrease of 259,547
 14,008
Decrease of 100
 53,946
__________________
(1) Represents the amounts by which the investment portfolio mark-to-market would change assuming rate shocks that are instant and parallel to the yield curves for the various interest rates and indices that affect our net interest income.

The average duration of our investment portfolio decreased to 2.6 years at June 30, 2020 compared to 3.8 years at December 31, 2019. The lower duration was primarily the result of the strategic purchase of 20-year U.S. Treasuries and CMOs with prepayment protection. Additionally, the floating rate portfolio declined to 14.3% at December 31, 2019 see Part II, Item 7A, “Quantitativefrom 23.4% at December 31, 2018.
We monitor our interest rate exposures monthly through the ALCO, and Qualitative Disclosures About Market Risk”.seek to manage these exposures within limits established by our board of directors. Those limits correspond to the capital ratios that we would report taking into consideration the interest increase scenarios modeled. Notwithstanding that our model includes the available for sale securities portfolio, and its projected effect on AOCI or AOCL (a component of shareholders’ equity), we made an irrevocable election in 2015 to exclude the effects of AOCI or AOCL in the calculation of our regulatory capital ratios, in connection with the adoption of Basel III capital rules in the U.S.
Limits Approval Process
The ALCO is responsible for the management of market risk exposures and meets monthly. The ALCO monitors all the Company’s exposures, compares them against specific limits, and takes actions to modify any exposure that the ALCO considers inappropriate based on market expectations or new business strategies, among other factors. The ALCO reviews and recommends market risk limits to our board of directors. These limits are reviewed annually or more frequently as believed appropriate, based on various factors, including capital levels and earnings.






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The following table sets forth information regarding our interest rate sensitivity due to the maturities of our interest bearing assets and liabilities as of June 30, 2020. This information may not be indicative of our interest rate sensitivity position at other points in time. In addition, ALM considers the distribution of amounts indicated in the table, including the maturity date of fixed-rate instruments, the repricing frequency of variable-rate financial assets and liabilities, and anticipated prepayments on amortizing financial instruments.
 June 30, 2020
(in thousands except percentages)Total Less than one year One to three years Four to Five Years More than five years Non-rate
Earning Assets           
Cash and cash equivalents$217,349
 $181,698
 $
 $
 $
 $35,651
Securities:           
Debt available for sale1,519,784
 483,115
 386,547
 246,168
 403,954
 
Debt held to maturity65,616
 
 
 
 65,616
 
Equity securities with readily determinable fair value not held for trading24,425
 
 
 
 
 24,425
Federal Reserve and FHLB stock64,986
 51,803
 
 
 
 13,183
Loans portfolio-performing (1)
5,795,011
 3,849,275
 1,085,277
 563,490
 296,969
 
Earning Assets$7,687,171
 $4,565,891
 $1,471,824
 $809,658
 $766,539
 $73,259
Liabilities           
Interest bearing demand deposits$1,186,613
 $1,186,613
 $
 $
 $
 $
Saving and money market1,447,661
 1,447,661
 
 
 
 
Time deposits2,434,077
 1,674,900
 618,415
 126,041
 14,721
 
FHLB advances1,050,000
 530,000
 120,000
 260,000
 140,000
 
Senior Notes58,419
 
 
 58,419
 
 
Junior subordinated debentures64,178
 64,178
 
 
 
 
Interest bearing liabilities$6,240,948
 $4,903,352
 $738,415
 $444,460
 $154,721
 $
Interest rate sensitivity gap  (337,461) 733,409
 365,198
 611,818
 73,259
Cumulative interest rate sensitivity gap  (337,461) 395,948
 761,146
 1,372,964
 1,446,223
Earnings assets to interest bearing liabilities (%)  93.1% 199.3% 182.2% 495.4% N/M
__________________
(1)“Loan portfolio-performing” excludes $77.3 million of non-performing loans.
N/MNot meaningful


ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Company maintains a set of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our management, with the participation of our Chief Executive Officer and our Interim Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures. Based on such evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are

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effective as of the end of the period covered by this quarterly report on Form 10-Q to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constrains and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.


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PART II. OTHER INFORMATION






ITEM 1. LEGAL PROCEEDINGS
We are, from time to time, in the ordinary course, engaged in litigation, and we have a small number of unresolved claims pending, including the one described in more detail below. In addition, as part of the ordinary course of business, we are parties to litigation involving claims to the ownership of funds in particular accounts, the collection of delinquent accounts, credit relationships, challenges to security interests in collateral and foreclosure interests, that are incidental to our regular business activities. While the ultimate liability with respect to these other litigation matters and claims cannot be determined at this time, we believe that potential liabilities relating to pending matters are not likely to be material to our financial position, results of operations or cash flows. Where appropriate, reserves for these various matters of litigation are established, under FASB ASC Topic 450, Contingencies, based in part upon management’s judgment and the advice of legal counsel.
A lawsuit was filed in September 2017 in Miami-Dade County Circuit Court, Florida and has been amended multiple times. The claims are against Amerant Trust and Kunde Management, LLC (“Kunde”). Kunde was established as a Managing Partner of Kunde, CV to manage Kunde, CV for the respective benefit of the eight siblings of the Marturet Machado’s family. The plaintiff is a beneficiary of Kunde and is an aunt of Gustavo Marturet Medina, a Company director, and a sister-in-law of Mr. Gustavo Marturet Medina’s mother, a principal Company shareholder.
ThisAs previously disclosed, this action allegesincluded allegations of breaches of contract, fiduciary duty, accounting and unjust enrichment, and mismanagement of KundeKunde. The parties entered into a confidential settlement agreement and seeks damages inthe court entered an unspecified amount.agreed order of dismissal with prejudice on July 6, 2020. The Company denies the claims, and believes these are barred by the statute of limitations and is defending this lawsuit vigorously. The parties began mediation on January 22, 2019, and settlement discussions are ongoing. The Company cannot reasonably estimate at this time the possible loss or range of losses, if any, that may arise from this unresolved lawsuit and the timing of any resolution of this action. The Company has incurred approximately $1$1.1 million in legal fees through March 31,June 30, 2020 defendinglitigating this case, including recent preparations for trial.case. The Company expects to be partially reimbursed for these fees upon conclusionfees. The terms of this proceeding.the settlement agreement did not have a material impact on the Company's financial condition or operating results.

ITEM 1A. RISK FACTORS
For detailed information about certain risk factors that could materially affect our business, financial condition or future results see “Risk Factors” in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. (the “Form 10-K”) and in Part II, Item 1A of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the "First Quarter Form 10-Q"). Set forth below are material changes to our existing risk factors previously disclosed in the Form 10-K and in the First Quarter Form 10-Q and additional risk factors. Other than the additional risk factors set forth below, there have been no material changes to the risk factors previously disclosed under Part I, Item 1A, “Risk Factors” ofin the Company’s Form 10-K forand the year ended December 31, 2019.First Quarter Form 10-Q.
The COVID-19 pandemic has significantly impacted economic conditions globally and in the United States, could have a material adverse effect onhas adversely impacted our business, financial condition and results of operations, and the ultimate impact on our business, financial condition and results of operations, will depend on future developments and other factors that are highly uncertain and will be impacted by the scope and duration of the pandemic and actions taken by governmental authorities in response.
An outbreak of a novel strain of the Coronavirus, COVID-19, was first reported in December 2019 and has since spread globally, including to every state in the United States. The World Health Organization declared COVID-19 a pandemic on March 11, 2020, and subsequently, on March 13, 2020, the United States declared a national emergency with respect to COVID-19.


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The COVID-19 pandemic has had, and another pandemic in the future could have, a negative impact on the economy and financial markets, globally and in the United States. In many countries, including the United States, the COVID-19 pandemic has had a significant negative impact on economic activity and has contributed to significant volatility and negative pressure in financial markets. The outbreak has been rapidly evolving and, as cases of COVID-19 have continued to increase globally and in the United States, many countries, including the United States, have implemented and in certain cases reinstated measures aimed at containing the spread of COVID-19 including “shelter at home” orders, as well as mandating business and school closures and restricting travel.
Several states and cities across the United States, including the States of Florida, New York and Texas and cities where we have banking centers, LOPsLPOs and where our principal place of business is located, have also implemented quarantines, restrictions on travel, “shelter at home” orders, and restrictions on types of business that may continue to operate. TheWhile some of these measures and restrictions have been lifted, and certain businesses reopened, the Company cannot predict when restrictions currently in place may be lifted, or whether restrictions that have been lifted such as certain restrictions in Texas that have been lifted so that businesses may reopen, will notneed to be imposed or tightened in the future if viewed as necessary due to public health concerns. For example, the States of Florida and Texas have seen increases in the cases of COVID-19 during the second quarter and into the third quarter which may prompt state or local governments to reinstate certain measures and restrictions. As a result of the COVID-19 pandemic and the measures implemented to contain it, almost every industry has been and is being directly or indirectly impacted, including industries in which our customers operate. A number of our customers impacted by the COVID-19 pandemic have requested and been granted by the Company loan payment relief options, including interest-only and/or forbearance options. In addition, in the first quarter of 2020 and again in the second quarter of 2020, the Company significantly increased its provision for loan losses primarily due to estimated losses reflecting deterioration in the macro-economic environment as a result of the impact of the COVID-19 pandemic across multiple impacted sectors. The longer and more profound the impact of the COVID-19 pandemic has globally, in the United States and on our customers and their businesses, the more likely we will have to recognize loan losses or continue to increase the provision for loan losses. Also, due to the COVID-19 pandemic, the Company completed an assessment of goodwill for potential impairment on an interim basis as of June 30, 2020 and although it did not identify any impairment in the second quarter of 2020, there can be no assurance that prolonged market volatility resulting from the COVID-19 pandemic will not result in impairments to goodwill in future periods.
In addition, as a result of the COVID-19 pandemic and “shelter at home” ordersthe need to implement social distancing and limit occupancy of businesses in the states and cities where we operate, the majority of our employees are currently working remotely. An extended period of remote work arrangements could introduce operational risks, including but not limited to cybersecurity risks, and limit our ability to provide services and products to our customers and, in general, manage our business.
Also, the COVID-19 pandemic, or a future pandemic, could have material adverse effects on our ability to successfully operate and on our financial condition, results of operations and cash flows due to, several factors including but not limited to the following:
the reduced economic activity may severely impact our customers' businesses, financial condition and liquidity and may prevent one or more of our customers from meeting their obligations to us in full, or at all, or to otherwise seek modifications of such obligations;
a decline in the credit quality of our loan portfolio leading to a need to increase our allowance for loan losses;
a decline in the credit quality of loans used as collateral to obtain advances from the Federal Home Loan Bank may trigger a request to replace the loans used as collateral with securities and may negatively impact our liquidity ratio;

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a significant decline in the value of the collateral used to secure loans that have a related interest rate swap agreement may limit our ability to realize enough value from the collateral to cover the outstanding balance of the loan and the related swap liability;
any impairment in value of our tangible and/or intangible assets which could be recorded as a result of weaker economic conditions;
the reduced economic activity could develop into a local and/or global economic recession, which could adversely affect the demand for our products and services;

increased unemployment and decreased consumer confidence, which could adversely affect account openings and result in decreased deposit activity and increased withdrawal activity;
the recent action of the Federal Reserve’s Federal Open Market Committee (‘‘FOMC’’) to lower the target federal funds rate, and any future action of the FOMC to lower the target federal funds rate further, may negatively affect our net interest income;
the potential volatility in the fair value and yields of our investment portfolio;
a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect our ability to access the debt and/or equity markets in the future on attractive terms, or at all, or negatively impact our credit ratings;
any reduction/impairment in value of the collateral used by our customers to secure their obligations with us that could be recorded as a result of weaker economic conditions; and
the potential negative impact of a pandemic, including any preventative or protective actions that governments implement to contain it, or the occurrence of cases of COVID-19 at any of our banking centers or offices, may interfere with the ability of our employees and vendors to perform their respective responsibilities and obligations relative to the conduct of our business and, if a significant number of them are impacted, could result in a deterioration of our ability to ensure business continuity during a disruption.
The extent of the impact of COVID-19 over the Company and its customers will depend on a number of issues and future developments, which, at this time, are extremely uncertain and cannot be accurately predicted, including the scope, severity and duration of the pandemic, the actions taken to contain or mitigate the impact of the pandemic, and the direct and indirect effects that the pandemic and related containment measures may have, among others.
The COVID-19 pandemic presents material uncertainty and risk with respect to the financial condition, results of operations, cash flows and performance of the Company and the rapid development and fluidity of the situation surrounding the pandemic prevents any prediction as to its full adverse impact. Moreover, many risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2019 should be interpreted as heightened risks as a result of the impact of the COVID-19 pandemic.
As a participating lender in the U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”), the Company and the Bank are subject to additional risks of litigation from the Bank’s customers or other parties regarding the Bank’s processing of loans for the PPP and risks that the SBA may not fund some or all PPP loan guaranties.
On March 27, 2020, the President signed the CARES Act, which included a $349 billion loan program administered through the SBA referred to as the PPP. Under the PPP, small businesses and other entities and individuals can apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to several limitations and eligibility criteria. Since the inception of the PPP on April 2, 2020, the

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Bank began participating as a lender in the PPP; however, because of the short timeframe between the passing of the CARES Act and the opening of the PPP, there is some ambiguity in the laws, rules and guidance regarding the operation of the PPP, which exposes the Company and the Bank to risks relating to noncompliance with the PPP. On or about April 16, 2020, the SBA notified lenders that the $349 billion earmarked for the PPP was exhausted. Congress has approved additional funding for the PPP and the President signed into law the Paycheck Protection Program and Health Care Enhancement Act on April 24, 2020.
Recently, several other larger banks have been subject to litigation regarding the process and procedures that such banks used in processing applications for the PPP. The Company and the Bank may be exposed to the risk of similar litigation, both from customers and non-customers that approached the Bank regarding PPP loans, regarding its process and procedures used in processing applications for the PPP. IfFor example, the Bank was recently named in a purported class action lawsuit against a number of banks where the plaintiffs allege several claims relating to the failure of the named banks to pay purported agents a fee for the presentation of PPP loan applications. While we do not currently believe this litigation is material and we intend to vigorously defend ourselves, we cannot guarantee that it will be resolved in a manner favorable to the Company or the Bank or that it will not result in significant financial liability or adversely affect the Company's reputation. Additionally, if any suchadditional litigation is filed against the Company or the Bank and is not resolved in a manner favorable to the Company or the Bank, it may result in significant financial liability or adversely affect the Company’s reputation. In addition, litigation can be costly,

regardless of the outcome. Any financial liability, litigation costs or reputational damage to our reputation caused by PPP related litigation could have a material adverse impact on our business, financial condition and results of operations.

The Bank also has credit risk on PPP loans if a determination is made by the SBA that there is a deficiency in the manner in which the loan was originated, funded, or serviced by the Bank, such as an issue with the eligibility of a borrower to receive a PPP loan, which may or may not be related to the ambiguity in the laws, rules and guidance regarding the operation of the PPP. In the event of a loss resulting from a default on a PPP loan and a determination by the SBA that there was a deficiency in the manner in which the PPP loan was originated, funded, or serviced by the Company, the SBA may deny its liability under the guaranty, reduce the amount of the guaranty, or, if it has already paid under the guaranty, seek recovery of any loss related to the deficiency from the Company.
The fair value of our investment securities can fluctuate due to market conditions out of our control.
We invest in securities, including debt securities available for sale, which are carried at their estimated fair value and pretax unrealized holding gain or loss on a quarterly basis. Factors beyond our control can significantly influence the fair value of investment securities in our portfolio and can cause potential adverse changes to the fair value of these securities. These factors include but are not limited to increases or decreases in interest rates, rating agency downgrades of the securities and defaults.
We may not be able to generate sufficient cash to service all of our debt, including the Senior Notes.
Our ability to make scheduled payments of principal and interest or to satisfy our obligations in respect of our debt or to refinance our debt will depend on our future operating performance. Prevailing economic conditions (including low interest rates and reduced economic activity due to COVID-19), regulatory constraints, including, among other things, limitations on distributions to us from our subsidiaries and required capital levels with respect to our subsidiary bank and nonbanking subsidiaries, and financial, business and other factors, many of which are beyond our control, will also affect our ability to meet these needs. We may not be able to generate sufficient cash flows from operations, or obtain future borrowings in an amount sufficient to enable us to pay our debt, or to fund our other liquidity needs. We may need to refinance all or a portion of our debt on or before maturity. We may not be able to refinance any of our debt when needed on commercially reasonable terms or at all.

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We and Amerant Florida Bancorp Inc., the subsidiary guarantor, are each a holding company with limited operations and depend on our subsidiaries for the funds required to make payments of principal and interest on the Senior Notes.
We and the subsidiary guarantor are each a separate and distinct legal entity from the Bank and our other subsidiaries. Our and our subsidiary guarantor’s primary source of funds to make payments of principal and interest on the Senior Notes and to satisfy any obligations under the guarantee, respectively, and to satisfy any other financial obligations are dividends from the Bank. Our and the subsidiary guarantor’s ability to receive dividends from the Bank is contingent on a number of factors, including the Bank’s ability to meet applicable regulatory capital requirements, the Bank’s profitability and earnings, and the general strength of its balance sheet. Various federal and state regulatory provisions limit the amount of dividends bank subsidiaries are permitted to pay to their holding companies without regulatory approval. In general, the Bank may only pay dividends either out of its net income after any required transfers to surplus or reserves have been made or out of its retained earnings. In addition, the Federal Reserve and the FDIC have issued policy statements stating that insured banks and bank holding companies generally should pay dividends only out of current operating earnings.
Banks and their holding companies are required to maintain a capital conservation buffer of 2.5% in addition to satisfying other applicable regulatory capital ratios. Banking institutions that do not maintain capital in excess of the capital conservation buffer may face constraints on dividends, equity repurchases and executive compensation based on the amount of the shortfall. Accordingly, if the Bank fails to maintain the applicable minimum capital ratios and the capital conservation buffer, dividends to us or the subsidiary guarantor from the Bank may be prohibited or limited, and there may be insufficient funds to make principal and interest payments on the Senior Notes or to satisfy any obligation under the guarantee.
In addition, state or federal banking regulators have broad authority to restrict the payment of dividends, including in circumstances where a bank under such regulator’s jurisdiction engages in (or is about to engage in) unsafe or unsound practices. Such regulators have the authority to require that a bank cease and desist from unsafe and unsound practices and to prevent a bank from paying a dividend if its financial condition is such that the regulator views the payment of a dividend to constitute an unsafe or unsound practice.
Accordingly, we can provide no assurance that we or the subsidiary guarantor will receive dividends from the Bank in an amount sufficient to pay the principal of, or interest on, the Notes or to satisfy any obligations under the guarantee. In addition, our right and the rights of our creditors, including holders of the Senior Notes, to participate in the assets of any non-guarantor subsidiary upon its liquidation or reorganization would be subject to the prior claims of such non-guarantor subsidiary’s creditors, except to the extent that we or the subsidiary guarantor may ourselves be a creditor with recognized claims against such non-guarantor subsidiary. The Senior Notes will be guaranteed only by Amerant Florida Bancorp Inc.
We may incur a substantial level of debt that could materially adversely affect our ability to generate sufficient cash to fulfill our obligations under the Senior Notes.
Neither we, nor any of our subsidiaries, are subject to any limitations under the terms of the indenture governing the terms of the Senior Notes from issuing, accepting or incurring any amount of additional debt, deposits or other liabilities, including senior indebtedness or other obligations ranking equally with the Senior Notes. We expect that we and our subsidiaries will incur additional debt and other liabilities from time to time, and our level of debt and the risks related thereto could increase.

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A substantial level of debt could have important consequences to us, holders of the Senior Notes and our shareholders, including the following:
making it more difficult for us to satisfy our obligations with respect to our debt, including the Senior Notes;
requiring us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing funds available for other purposes;
increasing our vulnerability to adverse economic and industry conditions, which could place us at a disadvantage relative to our competitors that have less debt;
limiting our flexibility in planning for, or reacting to, changes in our business and the industries in which we operate; and
limiting our ability to borrow additional funds, or to dispose of assets to raise funds, if needed, for working capital, capital expenditures, acquisitions and other corporate purposes.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table shows Company repurchases of its Class B Common Stock for the three months ended March 31, 2020.
PeriodTotal number of shares purchased (1)Average price paid per shareTotal number of shares purchased as part of publicly announced plans or programs (2)Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs (2)
January 1, 2020 - January 31, 2020



February 1, 2020 - February 29, 2020932,459
$16.00

March 1, 2020 - March 31, 2020



Total932,459
$16.00

(1) On February 14 and February 21, 2020, we repurchased an aggregate of 932,459 shares of our Class B Common Stock in two privately negotiated transactions (collectively, the “Repurchase”) for a cash purchase price of $16.00 per share. The aggregate purchase price for these transactions was approximately $15.2 million, including $0.3 million in broker fees and other expenses. The Company funded the Repurchase with cash on hand.
(2) We have not adopted a stock repurchase plan or program.None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.

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ITEM 6. EXHIBITS
Exhibit
Number
Description
10.14.1
4.2
4.3
4.4
10.1
22
31.1
31.2
32.1
32.2
101.INSXBRL Instance Document
101.SCHXBRL Taxonomy Extension Schema Document
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
104Cover Page Interactive Data (embedded within XBRL documents)

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
   
AMERANT BANCORP INC.
(Registrant)
     
Date:May 8,August 7, 2020 By:
/s/ Millar Wilson
    Millar Wilson
    
Vice-Chairman and
Chief Executive Officer
(Principal Executive Officer)
     
Date:May 8,August 7, 2020 By:/s/ Carlos Iafigliola
    Carlos Iafigliola
    Senior
Executive Vice President Treasury Manager and Interim Chief Financial Officer
(Principal Financial Officer)
     


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