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, 20202021


¨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
amtb-20210331_g1.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, FloridaFlorida33134
(Address of principal executive offices)(Zip Code)
(305)460-4038
(Registrant’s telephone number, including area codecode)
(Former name, former address and former fiscal year, if changed since last report: N/AA)
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.                     Yes  ý                                        No ¨
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  ý    No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ¨ No ý
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ý                                         No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
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 companyregistrant 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.
ClassOutstanding as of May 6, 20202021
Class A Common Stock, $0.10 par value per share28,879,57629,001,646 shares of Class A Common Stock
Class B Common Stock, $0.10 par value per share13,286,1378,748,667 shares of Class B Common Stock

1




AMERANT BANCORP INC. AND SUBSIDIARIES
FORM 10-Q
March 31, 20202021
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, 2021December 31, 2020
Assets
Cash and due from banks$37,744 $30,179 
Interest earning deposits with banks195,755 184,207 
Cash and cash equivalents233,499 214,386 
Securities
Debt securities available for sale1,190,201 1,225,083 
Debt securities held to maturity104,657 58,127 
Equity securities with readily determinable fair value not held for trading23,965 24,342 
Federal Reserve Bank and Federal Home Loan Bank stock56,469 65,015 
Securities1,375,292 1,372,567 
Loans held for sale1,044 
Loans held for investment, gross5,753,794 5,842,337 
Less: Allowance for loan losses110,940 110,902 
Loans held for investment, net5,642,854 5,731,435 
Bank owned life insurance218,903 217,547 
Premises and equipment, net109,071 109,990 
Deferred tax assets, net15,607 11,691 
Goodwill19,506 19,506 
Accrued interest receivable and other assets135,322 93,771 
Total assets$7,751,098 $7,770,893 
Liabilities and Stockholders' Equity
Deposits
Demand
Noninterest bearing$977,595 $872,151 
Interest bearing1,324,127 1,230,054 
Savings and money market1,494,227 1,587,876 
Time1,882,130 2,041,562 
Total deposits5,678,079 5,731,643 
Advances from the Federal Home Loan Bank1,050,000 1,050,000 
Senior notes58,656 58,577 
Junior subordinated debentures held by trust subsidiaries64,178 64,178 
Accounts payable, accrued liabilities and other liabilities115,171 83,074 
Total liabilities6,966,084 6,987,472 
Contigencies (Note 16)00
Stockholders’ equity
Class A common stock, $0.10 par value, 400 million shares authorized; 29,001,646 shares issued and outstanding (2020 - 28,806,344 shares issued and outstanding)2,904 2,882 
Class B common stock, $0.10 par value, 100 million shares authorized; 8,920,315 shares issued and outstanding (2020: 9,036,352 shares issued and outstanding)892 904 
Additional paid in capital304,448 305,569 
Retained earnings456,861 442,402 
Accumulated other comprehensive income19,909 31,664 
Total stockholders' equity785,014 783,421 
Total liabilities and stockholders' equity$7,751,098 $7,770,893 
(in thousands, except share data)(Unaudited) March 31, 2020 December 31, 2019
Assets   
Cash and due from banks$22,303
 $28,035
Interest earning deposits with banks248,750
 93,289
Cash and cash equivalents271,053
 121,324
Securities   
Debt securities available for sale1,601,303
 1,568,752
Debt securities held to maturity70,336
 73,876
Equity securities with readily determinable fair value not held for trading24,225
 23,848
Federal Reserve Bank and Federal Home Loan Bank stock74,123
 72,934
Securities1,769,987
 1,739,410
Loans held for investment, gross5,668,327
 5,744,339
Less: Allowance for loan losses72,948
 52,223
Loans held for investment, net5,595,379
 5,692,116
Bank owned life insurance213,266
 211,852
Premises and equipment, net128,232
 128,824
Deferred tax assets, net4,933
 5,480
Goodwill19,506
 19,506
Accrued interest receivable and other assets96,454
 66,887
Total assets$8,098,810
 $7,985,399
Liabilities and Stockholders' Equity   
Deposits   
Demand   
Noninterest bearing$779,842
 $763,224
Interest bearing1,088,033
 1,098,323
Savings and money market1,432,891
 1,475,257
Time2,541,446
 2,420,339
Total deposits5,842,212
 5,757,143
Advances from the Federal Home Loan Bank and other borrowings1,265,000
 1,235,000
Junior subordinated debentures held by trust subsidiaries64,178
 92,246
Accounts payable, accrued liabilities and other liabilities86,303
 66,309
Total liabilities7,257,693
 7,150,698
Commitments and contingencies (Note 14)
 
    
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 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
Additional paid in capital358,277
 419,048
Treasury stock, at cost; 3,532,457 shares of Class B common stock in 2019.
 (46,373)
Retained earnings447,506
 444,124
Accumulated other comprehensive income31,117
 13,234
Total stockholders' equity841,117
 834,701
Total liabilities and stockholders' equity$8,098,810
 $7,985,399

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

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

Three Months Ended March 31,
(in thousands)20212020
Interest income
Loans$52,771 $59,788 
Investment securities7,507 11,065 
Interest earning deposits with banks51 462 
Total interest income60,329 71,315 
Interest expense
Interest bearing demand deposits113 135 
Savings and money market deposits980 3,266 
Time deposits7,360 13,484 
Advances from the Federal Home Loan Bank2,758 4,412 
Senior notes942 
Junior subordinated debentures607 789 
Total interest expense12,760 22,086 
Net interest income47,569 49,229 
Provision for loan losses22,000 
Net interest income after provision for loan losses47,569 27,229 
Noninterest income
Deposits and service fees4,106 4,290 
Brokerage, advisory and fiduciary activities4,603 4,133 
Change in cash surrender value of bank owned life insurance1,356 1,414 
Securities gains, net2,582 9,620 
Cards and trade finance servicing fees339 395 
Loss on early extinguishment of advances from the Federal Home Loan Bank, net(7)
Other noninterest income1,177 2,065 
Total noninterest income14,163 21,910 
Noninterest expense
Salaries and employee benefits26,427 29,326 
Occupancy and equipment4,488 3,803 
Telecommunication and data processing3,727 3,464 
Professional and other services fees3,784 2,954 
Depreciation and amortization1,786 1,959 
FDIC assessments and insurance1,755 1,118 
Other operating expenses1,658 2,243 
Total noninterest expenses43,625 44,867 
Income before income tax expense18,107 4,272 
Income tax expense(3,648)(890)
Net income$14,459 $3,382 
 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

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

Three Months Ended March 31,
(in thousands, except per share data)20212020
Other comprehensive (loss) income, net of tax
Net unrealized holding (losses) gains on debt securities available for sale arising during the period$(9,466)$26,702 
Net unrealized holding gains (losses) on cash flow hedges arising during the period36 (1,514)
Reclassification adjustment for items included in net income(2,325)(7,305)
Other comprehensive (loss) income(11,755)17,883 
Comprehensive income$2,704 $21,265 
Earnings Per Share (Note 18):
Basic earnings per common share$0.38 $0.08 
Diluted earnings per common share$0.38 $0.08 

 Three Months Ended March 31,
(in thousands, except per share data)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
Net unrealized holding losses on cash flow hedges arising during the period(1,514) (11)
Reclassification adjustment for items included in net income(7,305) (252)
Other comprehensive income17,883
 16,015
Comprehensive income$21,265
 $29,086
    
Earnings Per Share (Note 16):   
Basic earnings per common share$0.08
 $0.31
Diluted earnings per common share$0.08
 $0.30


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 Months Ended March 31, 20202021 and 20192020

Common StockAdditional
Paid
in Capital
Treasury StockRetained
Earnings
Accumulated Other Comprehensive IncomeTotal
Stockholders'
Equity
(in thousands, except share data)Shares OutstandingIssued Shares - Par Value
Class AClass BClass AClass B
Balance at December 31, 202028,806,344 9,036,352 $2,882 $904 $305,569 $$442,402 $31,664 $783,421 
Repurchase of Class B common stock— (116,037)— — — (1,855)— — (1,855)
Treasury stock retired— — — (12)(1,843)1,855 — — 
Restricted stock issued196,015 — 22 — (22)— — — 
Restricted stock surrendered(713)— — — (13)— — — (13)
Stock-based compensation expense— — — — 757 — — — 757 
Net income— — — — — — 14,459 — 14,459 
Other comprehensive loss— — — — — — — (11,755)(11,755)
Balance at March 31, 202129,001,646 8,920,315 $2,904 $892 $304,448 $$456,861 $19,909 $785,014 


Common StockAdditional
Paid
in Capital
Treasury StockRetained
Earnings
Accumulated Other Comprehensive IncomeTotal
Stockholders'
Equity
(in thousands, except share data)Shares OutstandingIssued Shares - Par Value
Class AClass BClass AClass B
Balance at December 31, 201928,927,576 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)
Treasury stock retired— — — (446)(61,166)61,612 — — 
Restricted stock issued6,591 — — (1)— — — 
Restricted stock surrendered(129)— — — (2)— — — (2)
Restricted stock forfeited(54,462)— (6)— — — — 
Stock-based compensation expense— — — — 392 — — — 392 
Net income— — — — — — 3,382 — 3,382 
Other comprehensive income— — — — — — — 17,883 17,883 
Balance at March 31, 202028,879,576 13,286,137 $2,888 $1,329 $358,277 $$447,506 $31,117 $841,117 
 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, 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
Repurchase of Class B common stock
 (932,459) 
 
 
 (15,239) 
 
 (15,239)
Treasury stock retired
 
 
 (446) (61,166) 61,612
 
 
 
Restricted stock issued6,591
 
 1
 
 (1) 
 
 
 
Restricted stock surrendered(129) 
 
 
 (2) 
 
 
 (2)
Restricted stock forfeited(54,462) 
 (6) 
 6
 
 
 
 
Stock-based compensation expense
 
 
 
 392
 
 
 
 392
Net income
 
 
 
 
 
 3,382
 
 3,382
Other comprehensive income
 
 
 
 
 
 
 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



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,
(in thousands)20212020
Cash flows from operating activities
Net income$14,459 $3,382 
Adjustments to reconcile net income to net cash provided by operating activities
Provision for loan losses22,000 
Net premium amortization on securities3,591 3,775 
Depreciation and amortization1,786 1,959 
Stock-based compensation expense757 392 
Change in cash surrender value of bank owned life insurance(1,356)(1,414)
Securities gains, net(2,582)(9,620)
Deferred taxes and others(99)(5,255)
Loss on early extinguishment of advances from the FHLB, net
Net changes in operating assets and liabilities:
Accrued interest receivable and other assets(3,229)(1,539)
Accounts payable, accrued liabilities and other liabilities(6,305)(10,509)
Net cash provided by operating activities7,022 3,178 
Cash flows from investing activities
Purchases of investment securities:
Available for sale(96,197)(197,522)
Held to maturity securities(50,274)
Federal Home Loan Bank stock(8,538)
(146,471)(206,060)
Maturities, sales, calls and paydowns of investment securities:
Available for sale115,125 196,698 
Held to maturity3,578 3,382 
Federal Home Loan Bank stock8,547 7,349 
127,250 207,429 
Net decrease in loans86,376 61,641 
Proceeds from loan sales1,173 13,109 
Net purchases of premises and equipment and others(805)(1,321)
Net cash provided by investing activities67,523 74,798 
Cash flows from financing activities
Net increase (decrease) in demand, savings and money market accounts105,868 (36,038)
Net (decrease) increase in time deposits(159,432)121,107 
Proceeds from Advances from the Federal Home Loan Bank280,000 
Repayments of Advances from the Federal Home Loan Bank(250,007)
Redemption of junior subordinated debentures(28,068)
Repurchase of common stock - Class B(1,855)(15,239)
Common stock retired to cover tax withholding(13)(2)
Net cash (used in) provided by financing activities(55,432)71,753 
Net increase in cash and cash equivalents19,113 149,729 
Cash and cash equivalents
Beginning of period214,386 121,324 
End of period$233,499 $271,053 
 Three Months Ended March 31,
(in thousands)2020 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 premium amortization on securities3,775
 3,453
Depreciation and amortization1,959
 1,942
Stock-based compensation expense392
 1,492
Change in cash surrender value of bank owned life insurance(1,414) (1,404)
Deferred taxes, securities net gains or losses and others(14,875) 1,238
Loss (gain) on early extinguishment of advances from the FHLB7
 (557)
Net changes in operating assets and liabilities:   
Accrued interest receivable and other assets(1,539) 8,777
Accounts payable, accrued liabilities and other liabilities(10,509) (15,431)
Net cash provided by operating activities3,178
 12,581
    
Cash flows from investing activities   
Purchases of investment securities:   
Available for sale(197,522) (110,170)
Federal Home Loan Bank stock(8,538) (4,888)
 (206,060) (115,058)
Maturities, sales and calls of investment securities:   
Available for sale196,698
 162,796
Held to maturity3,382
 1,205
Federal Home Loan Bank stock7,349
 9,248
 207,429
 173,249
Net decrease in loans61,641
 22,173
Proceeds from loan portfolio sales13,109
 152,177
Net purchases of premises and equipment and others(1,321) (1,951)
Net cash provided by investing activities74,798
 230,590
    
Cash flows from financing activities   
Net decrease in demand, savings and money market accounts(36,038) (116,499)
Net increase (decrease) in time deposits121,107
 (27,999)
Proceeds from Advances from the Federal Home Loan Bank and other borrowings280,000
 170,000
Repayments of Advances from the Federal Home Loan Bank and other borrowings(250,007) (265,447)
Redemption of junior subordinated debentures(28,068) 
Proceeds from common stock issued - Class A
 29,218
Repurchase of common stock - Class B(15,239) (28,465)
Common stock retired to cover tax withholding(2) 
Net cash provided by (used in) financing activities71,753
 (239,192)
Net increase in cash and cash equivalents149,729
 3,979
    
Cash and cash equivalents   
Beginning of period121,324
 85,710
End of period$271,053
 $89,689
    
    

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,
(in thousands)20212020
Supplemental disclosures of cash flow information
Cash paid:
Interest$11,736 $21,890 
Income taxes324 295 
Initial recognition of operating lease right-of-use assets55,670 
Initial recognition of operating lease liabilities56,024 
    
 Three Months Ended March 31,
(in thousands)2020 2019
Supplemental disclosures of cash flow information   
Cash paid:   
Interest$21,890
 $24,086
Income taxes295
 385

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
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. In December 2020, the Bank joined a third party to form Amerant Mortgage, LLC. (“Amerant Mortgage”). In March 2021, the Bank and Amerant Trust received authorization to merge Amerant Trust with and into the Bank, with the Bank as sole survivor, effective on April 1, 2021.
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 usingStock Repurchase Program
On March 10, 2021, the Company’s Board of Directors approved 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 instock repurchase program which provides for the United Statespotential repurchase 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 remainingup to $40 million of shares of itsthe Company’s Class B common stock held by Mercantil Servicios Financieros, C.A., the Company’s former parent company (“the Former Parent”(the “2021 Stock Repurchase Program”). For more information about the IPO and the repurchase of Class B common stock previously held by the Former Parent, 2021 Stock Repurchase Program, see Note 15 to our audited consolidatedunaudited interim financial statements included in the Company’s annual report onthis Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2020 (the “Form 10-K”).10-Q.
COVID-19 Pandemic
CARES Act
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 COVID-19 pandemic adversely affected the President of the Unites States of America (U.S.) declaredeconomy resulting in a national state of emergency. In response to this outbreak, the governments of many states, cities and municipalities150-basis-point reduction in the U.S., includingfederal funds rate, and the Statesenactment 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 open to the public by drive-thru and by appointment-only, under a reduced schedule (except banking centers in Texas which are operating under regular business hours), and with limited staffing. All electronic channels remain fully operational. In addition, the BCP enabled employees to work remotely.

9

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
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. The CARES Act provided 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 Actand 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 ProgramIn early January 2021, a third round of PPP loans provided additional stimulus relief to small businesses and Health Care Enhancement Act, adding fundingindividuals who are self-employed or independent contractors. As of March 30, 2021, total PPP loans were $164.8 million, or 2.9% of total loans, compared to $198.5 million, or 3.4% of total loans as of December 31, 2020. The Company estimates as of March 31, 2021, there were $173.2 million of deposits related to the PPP was enacted. Ascompared to $95.4 million as of December 31, 2020. On May 1, 2020,4, 2021, the Company had received approval for 1,493 loan applications under theentered into an agreement to sell to a third party, in cash, PPP totaling $197.8loans with an outstanding balance of approximately $95.1 million, and had funded $137.9expects to realize a pre-tax gain on sale of approximately $3.8 million. The Company retained no loan servicing rights.
9

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

Loan Modification 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. AsThese programs continued in the second, third and fourth quarters of May 1, 2020, loans under these programs totaled $1,119 million.and first quarter of 2021. In accordancethe first quarter of 2021, the Company also began to selectively offer additional temporary loan modifications that allow it to extend the deferral and/or forbearance period beyond 180 days. Consistent with accounting and regulatory guidance, loans to borrowers benefiting fromtemporary modifications granted under these measuresprograms are not considered Troubled Debt Restructurings (“TDRs”). The Company is closely monitoring the performancetroubled debt restructurings, or TDRs. Loans which have been modified under these programs totaled $1.1 billion as of theseMarch 31, 2021. As of March 31, 2021, modified loans totaling $62.1 million, or 1.1% of total ($43.4 million, or 0.7%, at December 31, 2020), were still under the terms of the temporary relief granted.deferral and/or forbearance period.
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. GAAPgenerally accepted accounting principles in the United States of America (“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, 20192020 and 20182019 and for each of the three years in the period ended December 31, 20192020 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 Company’s annual report on Form 10-K.10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“SEC”), on March 19, 2021 (the “Form 10-K”) .
10

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

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.

10

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


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.  Theoperate or may be reinstated in the future. While some of these measures and restrictions have been lifted and most businesses have begun to reopen, the Company consideredcannot 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 impact of COVID-19 on the significant estimates management used. The Company recorded a provision for loan losses of $22.0 million during the three months ended March 31, 2020 primarilyfuture if viewed as a result of the estimated impact of the COVID-19 pandemic.necessary due to public health concerns. 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 extentimpact to which the COVID-19 pandemic may impact the Company’s financial condition or results of operations is uncertain andstatements 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 (“ROUA”) and a lease liability for most leases within the scope of the guidance. There were no significant changesThe Company adopted this standard on January 1, 2021 using the modified retrospective transition approach. Adoption of this standard resulted in a ROUA and a lease liability of $54.5 million and $55.0 million, respectively, which are presented in other assets and other liabilities, respectively, in the Company’s consolidated balance sheet at March 31, 2021.
The Company determines if an arrangement is or contains a lease at the inception of the contract. Operating lease ROUAs and liabilities are recognized at the inception date based on the present value of lease payments over the lease term. At lease inception, when the rate implicit in each lease is not readily available, the Company is required to apply an incremental borrowing rate to calculate the ROUA and lease liability. The incremental borrowing rate is based on factors including the lease term and various market rates. Additionally, the Company also considers lease renewal options reasonably certain of exercise for purposes of determining the lease term.
11

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

The new leasing standard provides several optional expedients in transition. The Company elected certain practical expedients, which allows the Company to not reassess prior conclusions on lease classification, embedded leases and initial indirect costs. The Company elected to exclude short-term leases up to 12 months from the recognition of right-of-use assets and lease liabilities. Additionally, the Company elected to separate lease and non-lease cost and account for them separately.
Targeted Improvements to Accounting for Hedging Activities
In August 2017, the FASB issued targeted amendments to the guidance for lessors.recognition, presentation and disclosure of hedging activities. These targeted amendments expand and refine hedge accounting for both nonfinancial and financial risk components and align the recognition and presentation of the effects of the hedging instrument and the related pending new guidance, can be adopted using a modified retrospective transition athedged item in the beginningfinancial statements. The amendments also simplify the application of the earliest comparative period presented, and provides for certain practical expedients.
hedge accounting guidance. In November 2019,June 2020, the FASB again amended the effective date of the new guidance on leases. Previously, the amendments and related newhedging. This guidance on leases wereis effective for fiscal years beginning after December 15, 2019,2018, and interim periods within those fiscal years beginning after December 15, 2020, for private companies. The new guidance on leases is nowpublic business entities. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. EarlyThe 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 isthis guidance in the final stagesfirst quarter of testing and evaluation of results. Based2021 did not have an effect 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.

11

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
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 is in the process of evaluating the implications of these amendments to its current efforts for reference rate reform implementation.
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 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.

12

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


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, 20202021 and December 31, 20192020, interest earning deposits with banks are mainly comprised of deposits with the Federal Reserve of approximately $248.8$196 million and $93$184 million, respectively. At March 31, 20202021 and December 31, 2019,2020, the average interest rate on these deposits was approximately 1.08%0.10% and 2.19%0.31%, respectively. These deposits mature within one year.

3.Securities
3.Securities
Amortized cost and approximate fair values of debt securities available for sale are summarized as follows:
March 31, 2020March 31, 2021
Amortized
Cost
 Gross Unrealized Estimated
Fair Value
Amortized
Cost
Gross UnrealizedEstimated
Fair Value
(in thousands) Gains Losses (in thousands)GainsLosses
U.S. government-sponsored enterprise debt securities$844,712
 $31,188
 $(719) $875,181
U.S. government-sponsored enterprise debt securities$598,250 $15,090 $(2,637)$610,703 
Corporate debt securities333,359
 2,990
 (6,155) 330,194
Corporate debt securities338,473 8,903 (1,802)345,574 
U.S. government agency debt securities251,731
 3,828
 (2,377) 253,182
U.S. government agency debt securities214,901 3,810 (2,636)216,075 
U.S. treasury securities73,636
 3,689
 
 77,325
U.S. treasury securities2,504 2,510 
Municipal bonds62,203
 3,218
 
 65,421
Municipal bonds14,243 1,096 15,339 
$1,565,641
 $44,913
 $(9,251) $1,601,303
Total debt securities available for sale (1)Total debt securities available for sale (1)$1,168,371 $28,905 $(7,075)$1,190,201 
__________________
 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(1)As of March 31, 20202021, includes residential and December 31, 2019, the Company had no foreign sovereign or foreign government agency debt securities. The Company had investments in foreign corporate debtcommercial mortgage-backed securities with amortized cost of $13.4$624.0 million and $5.2$134.5 million, at March 31, 2020respectively, and December 31, 2019,fair value of $637.5 million and $135.8 million, respectively.

13
12

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



December 31, 2020
Amortized
Cost
Gross UnrealizedEstimated
Fair Value
(in thousands)GainsLosses
U.S. government sponsored enterprise debt securities$640,796 $21,546 $(1,007)$661,335 
Corporate debt securities292,033 10,787 (1,106)301,714 
U.S. government agency debt securities202,135 4,458 (2,015)204,578 
U.S. treasury securities2,505 2,512 
Municipal bonds50,309 4,635 54,944 
Total debt securities available for sale (1)$1,187,778 $41,433 $(4,128)$1,225,083 
__________________
(1)As of December 31, 2020, includes residential and commercial mortgage-backed securities with amortized cost of $647.0 million and $123.9 million, respectively, and fair value of $666.7 million and $128.4 million, respectively.
The Company had investments in foreign corporate debt securities available for sale of $16.4 million and $17.1 million at March 31, 2021 and December 31, 2020, respectively. At March 31, 2021 and December 31, 2020, the Company had 0 foreign sovereign or foreign government agency debt securities available for sale.
In the three months ended March 31, 20202021 and 2019,2020, proceeds from sales, redemptions and calls, gross realized gains, gross realized losses of debt securities available for sale were as follows:
Three Months Ended March 31,
(in thousands)20212020
Proceeds from sales, redemptions and calls of debt securities available for sale$43,854 $139,072 
Gross realized gains$2,947 $9,266 
Gross realized losses(23)
Realized gains, net on sales of debt investment securities$2,947 $9,243 
 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, 2021
Less Than 12 Months12 Months or MoreTotal
(in thousands)Estimated
Fair Value
Unrealized
Loss
Estimated
Fair Value
Unrealized
Loss
Estimated
Fair Value
Unrealized
Loss
U.S. government-sponsored enterprise debt securities$86,734 $(2,413)$8,364 $(224)$95,098 $(2,637)
Corporate debt securities63,290 (1,049)8,201 (753)71,491 (1,802)
U.S. government agency debt securities36,577 (792)80,582 (1,844)117,159 (2,636)
$186,601 $(4,254)$97,147 $(2,821)$283,748 $(7,075)

13

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
 March 31, 2020
 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$24,695
 $(132) $24,553
 $(587) $49,248
 $(719)
Corporate debt securities127,093
 (6,155) 
 
 127,093
 (6,155)
U.S. government agency debt securities18,602
 (117) 98,645
 (2,260) 117,247
 (2,377)
 $170,390
 $(6,404) $123,198
 $(2,847) $293,588
 $(9,251)

December 31, 2019December 31, 2020
Less Than 12 Months 12 Months or More TotalLess Than 12 Months12 Months or MoreTotal
(in thousands)Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
 Estimated
Fair Value
 Unrealized
Loss
(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)U.S. government sponsored enterprise debt securities$71,825 $(661)$14,472 $(346)$86,297 $(1,007)
Corporate debt securities8,359
 (1) 300
 (1) 8,659
 (2)Corporate debt securities31,777 (1,106)31,777 (1,106)
U.S. government agency debt securities41,300
 (251) 117,040
 (2,631) 158,340
 (2,882)U.S. government agency debt securities9,254 (62)80,964 (1,953)90,218 (2,015)
U.S. treasury securities97,471
 (1,877) 
 
 97,471
 (1,877)
$386,576
 $(3,869) $297,614
 $(4,687) $684,190
 $(8,556)
$112,856 $(1,829)$95,436 $(2,299)$208,292 $(4,128)
At March 31, 20202021 and December 31, 2019,2020, 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.

14

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


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.
As of March 31, 2021, the fair value of debt securities held to maturity totaled $104.1 million ($104.7 million - amortized cost), including residential and commercial mortgage-backed securities totaling $73.6 million ($75.4 million - amortized cost) and $30.5 million ($29.3 million - amortized cost), respectively. At March 31, 2021, unrealized gains and losses related to these securities totaled $1.9 million and $2.5 million, respectively.
As of December 31, 2020, the fair value of debt securities held to maturity totaled $61.1 million ($58.1 million - amortized cost), including residential and commercial mortgage-backed securities totaling $29.5 million ($28.7 million - amortized cost) and $31.6 million ($29.5 million - amortized cost), respectively. At December 31, 2020, unrealized gains related to these securities totaled $3.0 million. There were 0 unrealized losses at December 31, 2020.
At March 31, 2021 and December 31, 2020, all debt securities held to maturity were issued or guaranteed by the U.S. government or U.S. government-sponsored entities and agencies.
Contractual maturities of debt securities at March 31, 20202021 are as follows:
Available for SaleHeld to Maturity
(in thousands)Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
Within 1 year$16,480 $16,566 $$
After 1 year through 5 years154,293 158,338 14,916 14,773 
After 5 years through 10 years291,573 299,132 11,353 11,788 
After 10 years706,025 716,165 78,388 77,530 
$1,168,371 $1,190,201 $104,657 $104,091 
14

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
 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, andfair value of $24.2$24.0 million and $23.8$24.3 million as of March 31, 20202021 and December 31, 2019,2020, respectively. These equity securities have no stated maturities. During the three months ended March 31, 2020, weThe Company recognized an unrealized gainlosses of $0.4 million related to the change in market valueand unrealized gains of these mutual funds. No gain was recognized$0.4 million during the three months ended March 31, 2019.2021 and 2020, respectively, related to the change in fair value of these mutual funds.

4.Loans
4.Loans
The loan portfolio consists of the following loan classes:
(in thousands)March 31,
2020
 December 31,
2019
(in thousands)March 31,
2021
December 31,
2020
Real estate loans   Real estate loans
Commercial real estate   Commercial real estate
Non-owner occupied$1,875,293
 $1,891,802
Non-owner occupied$1,713,967 $1,749,839 
Multi-family residential834,016
 801,626
Multi-family residential722,783 737,696 
Land development and construction loans225,179
 278,688
Land development and construction loans351,502 349,800 
2,934,488
 2,972,116
2,788,252 2,837,335 
Single-family residential569,340
 539,102
Single-family residential625,298 639,569 
Owner occupied923,260
 894,060
Owner occupied940,126 947,127 
4,427,088
 4,405,278
4,353,676 4,424,031 
Commercial loans1,084,751
 1,234,043
Commercial loans1,104,594 1,154,550 
Loans to financial institutions and acceptances16,576
 16,552
Loans to financial institutions and acceptances16,658 16,636 
Consumer loans and overdrafts139,912
 88,466
Consumer loans and overdrafts278,866 247,120 
$5,668,327
 $5,744,339
$5,753,794 $5,842,337 
At March 31, 20202021 and December 31, 2019,2020, loans with an outstanding principal balance of $1.5$1.4 billion, and $1.6 billion, respectively, were pledged as collateral to secure advances from the FHLB.

15

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

The amounts above include loans under syndication facilities of approximately $488$443 million and $562$455 million at March 31, 20202021 and December 31, 2019,2020, 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 internationalInternational loans by country, net of loans fully collateralized with cash of approximately $14.5included above were $133.1 million and $15.2$152.9 million at March 31, 20202021 and December 31, 2019,2020, respectively.
15
 March 31, 2020 December 31, 2019
(in thousands)Venezuela 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
Commercial loans
 57,348
 57,348
 
 43,850
 43,850
Loans to financial institutions and acceptances
 8
 8
 
 5
 5
Consumer loans and overdrafts (3)(4)427
 7,688
 8,115
 8,318
 7,593
 15,911
 $97,944
 $72,615
 $170,559
 $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 no outstanding credit card balances as of March 31, 2020.
(4)Overdrafts to customers outside the United States were de minimis at March 31, 2020 and December 31, 2019.


The age analysis of the loan portfolio by class, including nonaccrual loans, as of March 31, 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

16

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


The age analysis of the loan portfolio by class, including nonaccrual loans, as of March 31, 2021 and December 31, 2020 are summarized in the following tables:
March 31, 2021
Total Loans,
Net of
Unearned
Income
Past DueTotal Loans in
Nonaccrual
Status
Total Loans
90 Days or More
Past Due
and Accruing
(in thousands)Current30-59
Days
60-89
Days
Greater than
90 Days
Total Past
Due
Real estate loans
Commercial real estate
Non-owner occupied$1,713,967 $1,706,681 $5,570 $973 $743 $7,286 $8,515 $743 
Multi-family residential722,783 713,361 9,422 9,422 11,369 
Land development and construction loans351,502 351,502 
2,788,252 2,771,544 14,992 973 743 16,708 19,884 743 
Single-family residential625,298 612,490 8,793 611 3,404 12,808 10,814 
Owner occupied940,126 930,918 435 5,068 3,705 9,208 12,527 
4,353,676 4,314,952 24,220 6,652 7,852 38,724 43,225 743 
Commercial loans1,104,594 1,062,400 512 2,896 38,786 42,194 45,282 
Loans to financial institutions and acceptances16,658 16,658 
Consumer loans and overdrafts278,866 278,603 216 20 27 263 270 
$5,753,794 $5,672,613 $24,948 $9,568 $46,665 $81,181 $88,777 $746 

December 31, 2020
Total Loans,
Net of
Unearned
Income
Past DueTotal Loans in
Nonaccrual
Status
Total Loans
90 Days or More
Past Due
and Accruing
(in thousands)Current30-59
Days
60-89
Days
Greater than
90 Days
Total Past
Due
Real estate loans
Commercial real estate
Non-owner occupied$1,749,839 $1,741,862 $1,487 $$6,490 $7,977 $8,219 $
Multi-family residential737,696 737,696 11,340 
Land development and construction loans349,800 349,800 
2,837,335 2,829,358 1,487 6,490 7,977 19,559 
Single-family residential639,569 631,801 3,143 671 3,954 7,768 10,667 
Owner occupied947,127 941,566 439 5,122 5,561 12,815 220 
4,424,031 4,402,725 5,069 671 15,566 21,306 43,041 220 
Commercial loans1,154,550 1,113,469 3,675 1,715 35,691 41,081 44,205 
Loans to financial institutions and acceptances16,636 16,636 
Consumer loans and overdrafts247,120 246,997 85 32 123 233 
$5,842,337 $5,779,827 $8,829 $2,392 $51,289 $62,510 $87,479 $221 
16
 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

17

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

5.Allowance for Loan Losses

5.Allowance for Loan Losses
The analyses by loan segment of the changes in the allowance for loan losses for the three months ended March 31, 20202021 and 2019,2020, and its allocation by impairment methodology and the related investment in loans, net as of March 31, 20202021 and 20192020 are summarized in the following tables:
Three Months Ended March 31, 2020Three Months Ended March 31, 2021
(in thousands)Real Estate Commercial Financial
Institutions
 Consumer
and Others
 Total(in thousands)Real EstateCommercialFinancial
Institutions
Consumer
and Others
Total
Balances at beginning of the period$25,040
 $22,482
 $42
 $4,659
 $52,223
Balances at beginning of the period$50,227 $48,130 $$12,544 $110,902 
Provision for loan losses11,390
 7,530
 
 3,080
 22,000
(Reversal of) provision for loan losses(Reversal of) provision for loan losses(1,936)702 1,234 
Loans charged-off         Loans charged-off
Domestic
 (1,101) 
 (222) (1,323)Domestic(235)(431)(666)
International
 (34) 
 (251) (285)International
Recoveries
 185
 
 148
 333
Recoveries605 99 704 
Balances at end of the period$36,430
 $29,062
 $42
 $7,414
 $72,948
Balances at end of the period$48,291 $49,202 $$13,446 $110,940 
         
Allowance for loan losses by impairment methodology:         Allowance for loan losses by impairment methodology:
Individually evaluated$1,157
 $4,038
 $
 $1,525
 $6,720
Individually evaluated$2,918 $26,665 $$1,077 $30,660 
Collectively evaluated35,273
 25,024
 42
 5,889
 66,228
Collectively evaluated45,373 22,537 12,369 80,280 
$36,430
 $29,062
 $42
 $7,414
 $72,948
$48,291 $49,202 $$13,446 $110,940 
Investment in loans, net of unearned income:         Investment in loans, net of unearned income:
Individually evaluated$1,936
 $24,232
 $
 $7,521
 $33,689
Individually evaluated$19,892 $60,891 $$8,261 $89,044 
Collectively evaluated2,931,900
 2,104,220
 16,576
 581,942
 5,634,638
Collectively evaluated2,742,923 2,154,463 18,073 749,291 5,664,750 
$2,933,836
 $2,128,452
 $16,576
 $589,463
 $5,668,327
$2,762,815 $2,215,354 $18,073 $757,552 $5,753,794 





18
17

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

Three Months Ended March 31, 2020
(in thousands)Real EstateCommercialFinancial
Institutions
Consumer
and Others
Total
Balances at beginning of the period$25,040 $22,482 $42 $4,659 $52,223 
Provision for loan losses11,390 7,530 3,080 22,000 
Loans charged-off
Domestic(1,101)(222)(1,323)
International(34)(251)(285)
Recoveries185 148 333 
Balances at end of the period$36,430 $29,062 $42 $7,414 $72,948 
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 
 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


The following is a summary of the recorded investment amount of loan sales by portfolio segment:
Three Months Ended March 31, (in thousands)Real EstateCommercialFinancial
Institutions
Consumer
and others
Total
2021$$$$1,173 $1,173 
2020$$11,901 $$1,208 $13,109 
Three Months Ended March 31,
(in thousands)
Real Estate Commercial Financial
Institutions
 Consumer
and others
 Total
2020$
 $11,901
 $
 $1,208
 $13,109
2019$23,475
 $126,838
 $
 $1,864
 $152,177







19
18

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

The following is a summary of impaired loans as of March 31, 20202021 and December 31, 2019:
2020:
March 31, 2020March 31, 2021
 Recorded Investment     Recorded Investment
(in thousands) With a Valuation Allowance  Without a Valuation Allowance  Total  Year Average (1)  Total Unpaid Principal Balance Valuation Allowance(in thousands) With a Valuation Allowance Without a Valuation Allowance Total Year Average (1) Total Unpaid Principal BalanceValuation Allowance
Real estate loans           Real estate loans
Commercial real estate           Commercial real estate
Non-owner occupied$1,936
 $
 $1,936
 $1,943
 $1,936
 $1,157
Non-owner occupied$8,523 $$8,523 $8,364 $8,513 $2,918 
Multi-family residential
 
 
 164
 
 
Multi-family residential11,369 11,369 6,048 11,291 
Land development and construction
loans

 
 
 
 
 
Land development and construction
loans
1,936
 
 1,936
 2,107
 1,936
 1,157
8,523 11,369 19,892 14,412 19,804 2,918 
Single-family residential4,499
 2,831
 7,330
 6,471
 7,610
 1,071
Single-family residential5,421 5,648 11,069 10,392 11,132 907 
Owner occupied1,481
 12,470
 13,951
 11,857
 13,791
 510
Owner occupied632 11,895 12,527 12,939 12,371 212 
7,916
 15,301
 23,217
 20,435
 23,337
 2,738
14,576 28,912 43,488 37,743 43,307 4,037 
Commercial loans8,139
 1,854
 9,993
 9,228
 10,039
 3,528
Commercial loans34,341 10,946 45,287 47,357 67,251 26,453 
Consumer loans and overdrafts470
 9
 479
 270
 537
 454
Consumer loans and overdrafts269 269 169 267 170 
$16,525
 $17,164
 $33,689
 $29,933
 $33,913
 $6,720
$49,186 $39,858 $89,044 $85,269 $110,825 $30,660 
_______________
(1)Average using trailing four quarter balances.

(1)Average using trailing four quarter balances.

December 31, 2019December 31, 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(in thousands) With a Valuation Allowance Without a Valuation Allowance Total Year Average (1) Total Unpaid Principal Balance Valuation Allowance
Real estate loans           Real estate loans
Commercial real estate           Commercial real estate
Non-owner occupied$1,936
 $
 $1,936
 $1,459
 $1,936
 $1,161
Non-owner occupied$8,219 $$8,219 $6,718 $8,227 $3,175 
Multi-family residential
 
 
 342
 
 
Multi-family residential11,341 11,341 3,206 11,306 
Land development and construction loans
 
 
 
 
 
Land development and construction loans
1,936
 
 1,936
 1,801
 1,936
 1,161
8,219 11,341 19,560 9,924 19,533 3,175 
Single-family residential4,739
 729
 5,468
 5,564
 5,598
 946
Single-family residential5,675 5,250 10,925 9,457 10,990 1,232 
Owner occupied6,169
 7,906
 14,075
 9,548
 13,974
 501
Owner occupied636 12,178 12,814 13,295 12,658 214 
12,844
 8,635
 21,479
 16,913
 21,508
 2,608
14,530 28,769 43,299 32,676 43,181 4,621 
Commercial loans8,415
 13
 8,428
 8,552
 8,476
 1,288
Commercial loans33,110 11,100 44,210 38,534 66,010 25,180 
Consumer loans and overdrafts395
 9
 404
 153
 402
 378
Consumer loans and overdrafts232 232 221 229 147 
$21,654
 $8,657
 $30,311
 $25,618
 $30,386
 $4,274
$47,872 $39,869 $87,741 $71,431 $109,420 $29,948 
_______________
(1)Average using trailing four quarter balances.

(1)Average using trailing four quarter balances.


20
19

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


There were no new troubled debt restructurings (“TDRs”) during the first quarter of 2020. AsTroubled Debt Restructurings
The following table shows information about loans modified in TDRs as of March 31, 2021 and December 31, 2020:
As of March 31, 2021As of December 31, 2020
(in thousands)Number of ContractsRecorded InvestmentNumber of ContractsRecorded Investment
Real estate loans
Commercial real estate
Non-owner occupied$1,660 $1,729 
Single-family residential722 267 
Owner occupied6,641 6,784 
9,023 8,780 
Commercial loans10 3,419 11 3,851 
Total (1)
18 $12,442 18 $12,631 
______________
(1)Balances as of March 31, 2021 and December 31, 2020 TDRs mainly consist ofinclude a multiple loan relationship with a South Florida customer includingconsisting of CRE, owner occupied and commercial loans totaling $9.7 million.$9.8 million and $8.4 million, respectively. This TDR consisted of extending repayment terms and adjusting future periodic payments which resulted in no additional reserves. FourAs of March 31, 2021 and December 31, 2020, this relationship included 2 and 4 residential loans totaling $2.1$1.5 million, at March 31, 2020, which are included in this loan relationship, were not modified. During the second quarter of 2020, the company charged off $1.9 million against the ALL associated with this commercial loan relationship. The Company believes the specific reserves associated with this loan relationship,these loans, which total $3.6$0.8 million at March 31, 2020,2021 ($1.0 million at December 31, 2020) are adequate to cover probable losses given current facts and circumstances. In

During the fourth quarter of 2019, this $9.7 million TDR loan relationship did not perform in accordance with the restructured terms. The Company will continue to closely monitor the performance of these loans under their modified terms. Sincethree months ended March 31, 2019, no additional2021, new TDRs consisted of 1 single-family residential loan with a recorded investment of $0.5 million as of March 31, 2021. There were 0 new TDRs during the three months ended March 31, 2020. During the three months ended March 31, 2021, TDR loans that subsequently defaulted under their modified terms. In addition, duringwithin the first quarter12 months of restructuring totaled $2.7 million, including 4 commercial loans totaling $1.9 million and 1 owner occupied loan of $0.8 million. During the three months ended March 31, 2021 and 2020, there werethe Company had no charge-offs against the allowance for loan losses associated withas a result of 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. 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, 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.









21
20

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



Loans by Credit Quality Indicators
Loans by credit quality indicators as of March 31, 20202021 and December 31, 20192020 are summarized in the following tables:
March 31, 2020March 31, 2021
 Credit Risk Rating   Credit Risk Rating
Nonclassified
  Classified  Nonclassified Classified
(in thousands)Pass Special Mention  Substandard  Doubtful  Loss  Total(in thousands)PassSpecial Mention Substandard Doubtful Loss Total
Real estate loans           Real estate loans
Commercial real estate           Commercial real estate
Non-owner occupied$1,872,600
 $
 $757
 $1,936
 $
 $1,875,293
Non-owner occupied$1,659,501 $45,206 $5,684 $3,576 $$1,713,967 
Multi-family residential834,016
 
 
 
 
 834,016
Multi-family residential711,414 11,369 722,783 
Land development and construction loans215,327
 9,852
 
 
 
 225,179
Land development and construction loans351,502 351,502 
2,921,943
 9,852
 757
 1,936
 
 2,934,488
2,722,417 45,206 17,053 3,576 2,788,252 
Single-family residential562,258
 
 7,082
 
 
 569,340
Single-family residential614,484 10,814 625,298 
Owner occupied902,065
 7,190
 14,005
 
 
 923,260
Owner occupied906,454 21,045 12,627 940,126 
4,386,266
 17,042
 21,844
 1,936
 
 4,427,088
4,243,355 66,251 40,494 3,576 4,353,676 
Commercial loans1,070,062
 2,587
 9,459
 2,643
 
 1,084,751
Commercial loans1,014,319 43,313 21,045 25,917 1,104,594 
Loans to financial institutions and acceptances16,576
 
 
 
 
 16,576
Loans to financial institutions and acceptances16,658 16,658 
Consumer loans and overdrafts139,437
 
 41
 434
 
 139,912
Consumer loans and overdrafts278,568 298 278,866 
$5,612,341
 $19,629
 $31,344
 $5,013
 $
 $5,668,327
$5,552,900 $109,564 $61,837 $29,493 $$5,753,794 
22
21

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

December 31, 2020
 Credit Risk Rating
Nonclassified Classified
(in thousands)PassSpecial Mention Substandard Doubtful Loss Total
Real estate loans
Commercial real estate
Non-owner occupied$1,694,004 $46,872 $4,994 $3,969 $$1,749,839 
Multi-family residential726,356 11,340 737,696 
 Land development and construction loans342,636 7,164 349,800 
2,762,996 54,036 16,334 3,969 2,837,335 
Single-family residential628,902 10,667 639,569 
Owner occupied911,867 22,343 12,917 947,127 
4,303,765 76,379 39,918 3,969 4,424,031 
Commercial loans1,067,708 42,434 21,152 23,256 1,154,550 
Loans to financial institutions and acceptances16,636 16,636 
Consumer loans and overdrafts246,882 238 247,120 
$5,634,991 $118,813 $61,308 $27,225 $$5,842,337 

6.Time Deposits
 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$1.1 billion and $1.4$1.3 billion at March 31, 20202021 and December 31, 2019,2020, respectively. Time deposits in denominations of more than $250,000 amounted to approximately $796$581 million and $733$661 million at March 31, 20202021 and December 31, 2019,2020, respectively. As of March 31, 20202021 and December 31, 2019,2020, brokered time deposits amounted to $647 million and $662 million, respectively.$494 million.
7.Advances from the Federal Home Loan Bank and Other Borrowings
At March 31, 2020 and December 31, 2019, the Company had outstanding advances from the FHLB and other borrowings as follows:
22
      Outstanding Balance
Year of Maturity Interest
Rate
 Interest
Rate Type
 At March 31, 2020 At December 31, 2019
      (in thousands)
2020 0.44% to 2.35% Fixed 155,000
 135,000
2020 1.73% to 2.03% Variable 60,000
 150,000
2021 1.75% to 3.08% Fixed 210,000
 210,000
2022 0.65% to 2.80% Fixed 170,000
 120,000
2023 and after (1) 0.62% to 3.23% Fixed 670,000
 620,000
      $1,265,000
 $1,235,000

23

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

7.Advances from the Federal Home Loan Bank
_______________
(1)As of March 31, 2020At March 31, 2021 and December 31, 2019, include $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 $420.0had outstanding advances from the FHLB as follows:
Outstanding Balance
Year of MaturityInterest
Rate
Interest
Rate Type
At March 31, 2021At December 31, 2020
(in thousands)
20220.65% to 0.65%Fixed50,000 50,000 
20230.87% to 0.95%Fixed70,000 70,000 
2024 and after (1)0.62% to 2.42%Fixed930,000 930,000 
$1,050,000 $1,050,000 
_______________
(1)As of March 31, 2021 and December 31, 2020, includes $530 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(fixed interest rates raging from 0.62% to 0.97%) in advances from the FHLB that are callable prior to maturity.

8.Senior Notes
On June 23, 2020, the Company completed a $60.0 million offering of senior notes with a coupon rate of 5.75% and a maturity date of June 30, 2025 (the “Senior Notes”). The net proceeds, after direct issuance costs of $1.6 million, totaled $58.4 million. As of March 31, 2021, these advances affectingSenior Notes amounted to $58.7 million, net of direct unamortized issuance costs of $1.3 million. The Senior Notes are presented net of direct issuance costs in the yields through their remaining maturities. The Company accounted for these transactionsconsolidated financial statements. These costs have been deferred and are being amortized over the term of the Senior Notes of 5 years as the modificationan adjustment to yield. These Senior Notes are unsecured and unsubordinated, rank equally with all of our existing debt in accordance with U.S. GAAP.and future unsecured and unsubordinated indebtedness, and are fully and unconditionally guaranteed by our wholly-owned intermediate holding company subsidiary Amerant Florida Bancorp (“Amerant Florida”).


8.9.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, 20202021 and December 31, 2019:2020:
March 31, 2021December 31, 2020
(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 VI9,250 9,537 9,250 9,537 20023-M LIBOR + 3.35%2033
Commercebank Capital Trust VII8,000 8,248 8,000 8,248 20033-M LIBOR + 3.25%2033
Commercebank Capital Trust VIII5,000 5,155 5,000 5,155 20043-M LIBOR + 2.85%2034
Commercebank Capital Trust IX25,000 25,774 25,000 25,774 20063-M LIBOR + 1.75%2038
Commercebank Capital Trust X15,000 15,464 15,000 15,464 20063-M LIBOR + 1.78%2036
$62,250 $64,178 $62,250 $64,178 
23
 March 31, 2020 December 31, 2019      
(in thousands)Amount of
Trust
Preferred
Securities
Issued by
Trust
 Principal
Amount of
Debenture
Issued to
Trust
 Amount of
Trust
Preferred
Securities
Issued by
Trust
 Principal
Amount of
Debenture
Issued to
Trust
 Year of
Issuance
 Annual Rate of Trust
Preferred Securities
and Debentures
 Year of
Maturity
Commercebank Capital Trust I$
 $
 $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 million, other assets by $3.4 million, and other liabilities by $2.2 million. In addition, the Company recorded a charge of $0.3 million for the unamortized issuance costs. This redemption reduced the Company’s Tier 1 equity capital by a net amount of $24.7 million.

24

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

10.Derivative Instruments
9.Derivative Instruments
At March 31, 20202021 and December 31, 2019,2020, the fair values of the Company’s derivative instruments were as follows:
March 31, 2021December 31, 2020
(in thousands)Other AssetsOther LiabilitiesOther AssetsOther Liabilities
Interest rate swaps designated as cash flow hedges$$1,404 $$1,658 
Interest rate swaps not designated as hedging instruments:
Customers21,297 2,292 39,715 
Third party broker2,292 21,297 39,715 
23,589 23,589 39,715 39,715 
Interest rate caps not designated as hedging instruments:
Customers125 58 
Third party broker
125 58 
$23,596 $25,118 $39,721 $41,431 
 March 31, 2020 December 31, 2019
(in thousands)Other Assets Other Liabilities Other Assets Other Liabilities
Interest rate swaps designated as cash flow hedges$
 $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
No hedge ineffectiveness gains or losses were recognized on derivatives designated as hedging instruments in the three months ended March 31, 2020 and 2019.
Derivatives Not Designated as Hedging Instruments
Interest Rate Swaps
At March 31, 2020 and December 31, 2019, theThe Company had 56 and 49enters into interest rate swap contracts with customers, respectively, with a total notionalwhich the Company designates and qualify as cash flow hedges. These interest rate swaps are designed as cash flow hedges to manage the exposure that arises from differences in the amount of $406.1 millionthe Company’s known or expected cash receipts and $405.2 million, respectively.the known or expected cash payments on designated debt instruments. These instrumentsinterest rate swap contracts involve the Company’s payment of fixed-rate amounts in exchange for the Company receiving variable-rate payments over the life of the contracts without exchange of the underlying notional amount.
At March 31, 2021 and December 31, 2020, the Company had 5 interest rate swap contracts with notional amounts totaling $64.2 million that were designated as cash flow hedges to manage the exposure of variable rate interest payments on all of the Company’s outstanding variable-rate junior subordinated debentures with principal amounts at March 31, 2021 and December 31, 2020  totaling $64.2 million. The Company expects these interest rate swaps to be highly effective in offsetting the effects of changes in interest rates on cash flows associated with the Company’s variable-rate junior subordinated debentures. In the first quarter of 2021, we recognized unrealized losses of $0.2 million in connection with these interest rate swap contracts (unrealized gains of $0.1 million in the first quarter of 2020), which were included as part of interest expense on junior subordinated debentures in the Company’s consolidated statement of operations and comprehensive income. As of March 31, 2021, the estimated net unrealized losses in accumulated other comprehensive income expected to be reclassified into expense in the next twelve months amounted to $0.6 million.
In 2019, the Company terminated 16 interest rate swaps that had been designated as cash flow hedges of variable rate interest payments on the outstanding and expected rollover of variable-rate advances from the FHLB. The Company is recognizing the contracts’ cumulative net unrealized gains of $8.9 million in earnings over the remaining original life of the terminated interest rate swaps ranging between one month and seven years. The Company recognized approximately $0.3 million and $0.4 million as a reduction of interest expense on FHLB advances in the first quarters of 2021 and 2020, respectively, as a result of this amortization.

24

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
Derivatives Not Designated as Hedging Instruments
Interest Rate Swaps
At March 31, 2021 and December 31, 2020, the Company had 79 and 76 interest rate swap contracts with customers, respectively, with a total notional amount of $480.6 million and $475.6 million, respectively. These instruments involve the payment of variable-rate amounts in exchange for the Company receiving fixed-rate amounts over the life of the contract. In addition, at March 31, 20202021 and December 31, 2019,2020, the Company had 5679 and 4976 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, 20202021 and December 31, 2019,2020, the Company had two and three2 swap participation agreements respectively, with total notional amounts of approximately $32.0 million and $50.2 million, respectively.million. 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, 20202021 and December 31, 2019,2020, the fair value of swap participation agreements was not significant.
Interest Rate Caps
At March 31, 20202021 and December 31, 2019,2020, the Company had 1922 and 1623 interest rate cap contracts with customers with a total notional amount of $401.8$452.4 million and $315.2$486.5 million, respectively. These instruments involve the Company making payments if an interest rate exceeds the agreed strike price. In addition, at March 31, 20202021 and December 31, 2019,2020, the Company had 127 and 138 interest rate cap mirror contracts, respectively, with various third party brokers with total notional amounts of $225.7$118.1 million and $234.1$152.2 million, respectively.


Credit Risk-Related Contingent Features

Some agreements may require the posting of pledged securities when the valuation of the interest rate swap falls below a certain amount.
At March 31, 2021 and December 31, 2020, the derivative contracts subject to credit-risk related contingent features was as follows:

(in thousands)March 31, 2021December 31, 2020
Fair value of derivative contracts$24,993 $41,373 
Securities Pledged31,586 52,857 
Liquidity exposure$(6,593)$(11,484)

25

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

11.Leases
The Company leases certain premises and equipment under operating leases. The leases have remaining lease terms ranging from less than one year to 45 years, some of which have renewal options reasonably certain to be exercised and, therefore, have been reflected in the total lease term and used for the calculation of minimum payments required. The Company had $0.3 million in variable lease payments during the three months ended March 31, 2021, which include mostly common area maintenance and taxes, included in Occupancy and Equipment on the Consolidated Statements of Income. Lease costs for the three months ended March 31, 2021 were as follows:
10.(in thousands)Stock-based Incentive Compensation PlanMarch 31, 2021
Lease cost
Operating lease cost$1,909 
Short-term lease cost155
Variable lease cost333
Sublease income(108)
Total lease cost$2,289 

As of March 31, 2021, a right-of-use asset of $54.5 million and an operating lease liability of $55.0 million were included in “Other assets” and “Other liabilities”, respectively, on the unaudited consolidated balance sheets. The table provides supplemental information related to leases as of and for the three months ended March 31, 2021:
(in thousands, except weighted average data)
Cash paid for amounts included in the measurement of operating lease liabilities1,765 
Operating lease right-of-use asset obtained in exchange for operating lease liability1,044 
Weighted average remaining lease term for operating leases21.0 years
Weighted average discount rate for operating leases5.72 %

The following table presents a maturity analysis and reconciliation of the undiscounted cash flows to the total operating lease liabilities as of March 31, 2021:
(in thousands)
Twelve Months Ended March 31,
2021$7,113 
20226,335 
20234,504 
20244,483 
20254,145 
Thereafter77,444 
Total minimum payments required104,024
Less: implied interest(49,020)
Total lease obligations$55,004 


26

Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
12.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 20192020 annual report on Form 10-K for more information on the 2018 Equity Plan and stock-based compensation awards for the year ended 2019,December 31, 2020, including restricted stocks and restricted stock units (“RSUs”).
On February 11, 2021, the Company adopted a new form of performance based restricted stock unit agreement (“PSU Agreement”), and a new form of restricted stock unit agreement (the “RSU Agreement”) that will be used in connection with a Long-Term Incentive Plan (the “LTI Plan”), a sub-plan under the 2018 Equity Plan. See detailed information below.
Restricted Stock Awards
The following table shows the activity of restricted stock awards induring the three months ended March 31, 2020:2021:
Number of restricted sharesWeighted-average grant date fair value
Non-vested shares, beginning of year210,423 $13.55 
Granted196,015 16.65 
Vested(2,630)14.91 
Forfeited
Non-vested shares at March 31, 2021403,808 $15.05 
 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,On February 16, 2021, the Company recorded $0.3 milliongranted 194,492 shares of restricted Class A common stock to certain of its employees under the LTI Plan. These shares of restricted stock will vest in three approximately equal amounts on each of February 16 2022, 2023 and $1.5 million, respectively,2024. The fair value of the restricted stock granted was based on the market price of the shares of the Company’s Class A common stock at the grant date which was $16.65 per share.
On March 2, 2021, the Company granted 1,523 shares of restricted Class A common stock to a new employee.These shares of restricted stock will vest in three approximately equal amounts on each of March 2, 2022, 2023 and 2024. The fair value of the restricted stock granted was based on the market price of the shares of the Company’s Class A common stock at the grant date which was $16.41 per share.
The Company recorded compensation expense related to the restricted stock awards.awards of $0.5 million and $0.3 million during the three months ended March 31, 2021 and 2020, respectively. The total unamortized deferred compensation expense of $2.9$3.7 million for all unvested restricted stock outstanding at March 31, 20202021 will be recognized over a weighted average period of 1.41.7 years.
27

Table of Contents
11.Income Taxes
Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
Restricted Stock Units (“RSUs”) and Performance Stock Units (“PSUs”)
The following table shows the activity of RSUs and PSUs during the three months ended March 31, 2021:
Stock-settled RSUsCash-settled RSUsTotal RSUsStock-settled PSUs
Number of RSUsWeighted-average grant date fair valueNumber of RSUsWeighted-average grant date fair valueNumber of RSUsWeighted-average grant date fair valueNumber of PSUsWeighted-average grant date fair value
Nonvested, beginning of year38,327 $13.45 20,766 $13.45 59,093 $13.72 
Granted120,513 16.65 120,513 16.65 120,513 13.82 
Vested
Forfeited
Non-vested, end of year158,840 $15.88 20,766 $13.45 179,606 $15.69 120,513 $13.82 
On February 16, 2021, in connection with the LTI Plan, the Company entered into five separate PSU Agreements with five executives which granted awards consisting of the opportunity to earn, in the aggregate, a target of 58,136 performance based restricted stock units, or PSUs. These PSUs generally vest at the end of a three-year performance period, but only results in the issuance of shares if the Company achieves a performance target. The actual number of PSUs, if earned, could range from 50% to 150% of the target PSUs. The fair value of the PSUs granted was $16.67 per PSU based on the results of a Monte Carlo simulation to estimate the fair value of the PSUs as of the grant date.
On February 16, 2021, in connection with the LTI Plan, the Company entered into five separate RSU Agreements with five executive which granted, in the aggregate, 58,136 RSUs that will vest in three equal installments on each of the first three anniversaries of the grant date. The fair value of the RSUs granted was based on the market price of the shares of the Company’s Class A common stock at the grant date which was $16.65 per RSU.
On February 16, 2021, in connection with a sign-on grant, the Company entered into a PSU Agreement with one executive which granted an award consisting of the opportunity to earn a target of 62,377 performance based restricted stock units, or PSUs. These PSUs generally vest at the end of a three-year performance period, but only results in the insurance of shares if the Company achieves a performance target. The actual number of PSUs, if earned, could range from 50% to 100% of the target PSUs. The fair value of the PSUs granted was $11.15 per PSU based on the results of a Monte Carlo simulation to estimate the fair value of the PSUs as of the grant date.
On February 16, 2021, in connection with a sign-on grant, the Company entered into a RSU Agreement with one executive which granted 62,377 RSUs that will vest in three equal installments on each of the first three anniversaries of the grant date. The fair value of the RSUs granted was based on the market price of the shares of the Company’s Class A common stock at the grant date which was $16.65 per RSU.
The Company recorded compensation expense related to RSUs and PSUs of $0.4 million and $0.1 million during the three months ended March 31, 2021 and 2020, respectively. The total unamortized deferred compensation expense of $3.6 million for all unvested stock-settled RSUs and PSUs outstanding at March 31, 2021 will be recognized over a weighted average period of 2.3 years.

28

Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
13.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 three months ended March 31, 2021 and 2020 were 20.15% and 2019 were 20.83% and 21.49%, 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.

26

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

12.14.    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:
 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:
March 31, 2021December 31, 2020
(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$21,830 $(5,337)$16,493 $37,305 $(9,120)$28,185 
Net unrealized holding gains on interest rate swaps designated as cash flow hedges4,521 (1,105)3,416 4,605 (1,126)$3,479 
Total AOCI$26,351 $(6,442)$19,909 $41,910 $(10,246)$31,664 
29
 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


27

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

The components of other comprehensive loss/income for the periods presented is summarized as follows:

Three Months Ended March 31,
20212020
(in thousands)Before Tax
Amount
Tax
Effect
Net of Tax
Amount
Before Tax
Amount
Tax
Effect
Net of Tax
Amount
Net unrealized holding (losses) gains on debt securities available for sale:
Change in fair value arising during the period$(12,528)$3,062 $(9,466)$35,342 $(8,640)$26,702 
Reclassification adjustment for net gains included in net income(2,947)721 (2,226)(9,243)2,260 (6,983)
(15,475)3,783 (11,692)26,099 (6,380)19,719 
Net unrealized holding gains (losses) on interest rate swaps designated as cash flow hedges:
Change in fair value arising during the period47 (11)36 (2,004)490 (1,514)
Reclassification adjustment for net interest income included in net income(131)32 (99)(426)104 (322)
(84)21 (63)(2,430)594 (1,836)
Total other comprehensive (loss) income$(15,559)$3,804 $(11,755)$23,669 $(5,786)$17,883 
13.




30

Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
15. Stockholders’ Equity
a) Class A Common Stock
Shares of the Company’s Class A common stock issued and outstanding as of March 31, 20202021 and December 31, 20192020 were 28,879,57629,001,646 and 28,927,576,28,806,344, respectively.
b) Class B Common Stock and Treasury Stock
Shares of the Company’s Class B common stock issued and outstanding as of March 31, 20202021 and December 31, 20192020 were 13,286,1378,920,315 and 17,751,053,9,036,352, respectively. As of March 31, 20202021 and December 31, 2019, there were 13,286,1372020, the Company had 0 shares and 14,218,596 shares, respectively, of Class B common stock outstanding. As of March 31, 2020, the Company had no shares of common stock held as treasury stock. At December 31, 2019,
On March 10, 2021, the Company’s Board of Directors approved a stock repurchase program which provides for the potential repurchase of up to $40 million of shares of the Company’s Class B common stock (the “2021 Stock Repurchase Program”). Under the 2021 Stock Repurchase Program, the Company had 3,532,457may repurchase shares of Class B common stock held as treasury stockthrough open market purchases, by block purchase, in privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the cost method.Exchange Act. The extent to which the Company repurchases its shares of Class B common stock and the timing of such purchases will depend upon market conditions, regulatory requirements, other corporate liquidity requirements and priorities and other factors as may be considered in the Company’s sole discretion. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The 2021 Stock Repurchase Program does not obligate the Company to repurchase any particular amount of shares of Class B common stock, and may be suspended or discontinued at any time without notice.
On February 14 and February 21, 2020,During the three months ended March 31, 2021, the Company repurchased an aggregate of 932,459116,037 shares of nonvoting Class B common stock in two privately negotiated transactions (collectively, the “2020 Repurchase”) for $16.00at a weighted average price per share of Class B common stock.$15.98 under the 2021 Stock Repurchase Program. The aggregate purchase price for these transactions was approximately $15.2$1.9 million, including $0.3 million in broker fees and other expenses. The Company fundedtransaction costs. In the 2020 Repurchase with available cash.
In March 2020,first quarter of 2021, the Company’s Board of Directors authorized the cancellation of all 4,464,916those 116,037 shares of Class B Common Stock previously held as treasury stock, including shares repurchased during 2018, 2019 and 2020, effective March 31, 2020.common stock.

14.    Commitments and
16.    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 million and $1.6 million for the three months ended March 31, 2020 and 2019, respectively.
Financial instruments whose contract amount represents off-balance sheet credit risk at March 31, 20202021 are generally short-term and are as follows:
(in thousands)Approximate
Contract
Amount
Commitments to extend credit$761,378 
Standby letters of credit9,644 
Commercial letters of credit701 
$771,723 
31
(in thousands)Approximate
Contract
Amount
Commitments to extend credit$786,873
Standby letters of credit15,414
Commercial letters of credit4,517
 $806,804

28

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


15.17.    Fair Value Measurements
Assets and liabilities measured at fair value on a recurring basis are summarized below:
March 31, 2020March 31, 2021
(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
(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       Assets
Debt securities available for sale       Debt securities available for sale
U.S. government sponsored enterprise debt securities$
 $875,181
 $
 $875,181
U.S. government-sponsored enterprise debt securitiesU.S. government-sponsored enterprise debt securities$$610,703 $$610,703 
Corporate debt securities
 330,194
 
 330,194
Corporate debt securities345,574 345,574 
U.S. government agency debt securities
 253,182
 
 253,182
U.S. government agency debt securities216,075 216,075 
Municipal bonds
 65,421
 
 65,421
Municipal bonds15,339 15,339 
U.S treasury securities
 77,325
 
 77,325
U.S treasury securities2,510 2,510 

 1,601,303
 
 1,601,303
1,190,201 1,190,201 
Equity securities with readily determinable fair values not held for trading
 24,225
 
 24,225
Equity securities with readily determinable fair values not held for trading23,965 23,965 
Bank owned life insurance
 213,266
 
 213,266
Bank owned life insurance218,903 218,903 
Derivative instruments
 42,300
 
 42,300
Derivative instruments23,596 23,596 
$
 $1,881,094
 $
 $1,881,094
$$1,456,665 $$1,456,665 
Liabilities       Liabilities
Derivative instruments$
 $44,122
 $
 $44,122
Derivative instruments$$25,118 $$25,118 



29
32

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

December 31, 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
Assets
Debt securities available for sale
U.S. government-sponsored enterprise debt securities$$661,335 $$661,335 
Corporate debt securities301,714 301,714 
U.S. government agency debt securities204,578 204,578 
U.S treasury securities2,512 2,512 
Municipal bonds54,944 54,944 
1,225,083 1,225,083 
Equity securities with readily determinable fair values not held for trading24,342 24,342 
Bank owned life insurance217,547 217,547 
Derivative instruments39,721 39,721 
$$1,506,693 $$1,506,693 
Liabilities
Derivative instruments$$41,431 $$41,431 
33

 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
Table of Contents
Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The following tables present the major categories of assets measured at fair value on a non-recurring basis at March 31, 2021 and December 31, 2020:
March 31, 2021
(in thousands)Carrying AmountQuoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total Impairments
Description
Loans held for investment measured for impairments using the fair value of the collateral$45,956 $$$45,956 $19,838 
Loans held for sale1,044 1,044 
47,000 1,044 45,956 19,838 

December 31, 2020
(in thousands)Carrying AmountQuoted
Prices in
Active
Markets
for Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Total Impairments
Description
Loans held for investment measured for impairments using the fair value of the collateral$50,199 $$$50,199 $19,843 

Loans held for sale

Loans held for sale are carried at the lower of cost or estimated fair value. The fair values of loans held for sale are based on commitments on hand from investors within the secondary market for loans with similar characteristics. As such, the fair value adjustment for loans held for sale is classified as Level 1.

Collateral Dependent Loans Measured For Impairment

The Company measures the impairment of collateral dependent loans based on the fair value of the collateral in accordance with the provisions of ASC-310-35 “Impairment of Loans and Receivables”. The Company primarily uses third party appraisals to assist in measuring impairment on collateral dependent impaired loans. The Company also uses third party appraisal reviewers for loans with an outstanding balance of $1 million and above. These appraisals generally use the market or income approach valuation technique and use market observable data to formulate an opinion of the fair value of the loan’s collateral. However, the appraiser uses professional judgment in determining the fair value of the collateral or properties and may also adjust these values for changes in market conditions subsequent to the appraisal date. When current appraisals are not available for certain loans, the Company uses judgment on market conditions to adjust the most current appraisal. The sales prices may reflect prices of sales contracts not closed and the amount of time required to sell out the real estate project may be derived from current appraisals of similar projects. As a consequence, the fair value of the collateral is considered a Level 3 valuation.

34

Amerant Bancorp Inc. and Subsidiaries
Notes to Interim Consolidated Financial Statements (Unaudited)
There were no0 other significant assets or liabilities measured at fair value on a nonrecurring basis at March 31, 20202021 and December 31, 2019.2020.
Fair Value of Financial Instruments
The estimated fair value of financial instruments where fair value differs from carrying value are as follows:
March 31, 2021December 31, 2020
(in thousands)Carrying
Value
Estimated
Fair
Value
Carrying
Value
Estimated
Fair
Value
Financial assets:
Loans$2,804,208 $2,725,232 $2,884,550 $2,801,279 
Financial liabilities:
Time deposits1,387,791 1,405,972 1,547,396 1,569,897 
Advances from the FHLB1,050,000 1,068,572 1,050,000 1,078,786 
Senior notes58,656 61,606 58,577 61,528 
Junior subordinated debentures64,178 52,590 64,178 55,912 
35
 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

30

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


16.Earnings Per Share
18.Earnings Per Share
The following table shows the calculation of basic and diluted earnings per share:
Three months ended March 31,Three Months Ended March 31,
(in thousands, except per share data)2020 2019(in thousands, except per share data)20212020
Numerator:   Numerator:
Net income available to common stockholders$3,382
 $13,071
Net income available to common stockholders$14,459 $3,382 
Denominator:  `Denominator:`
Basic weighted average shares outstanding42,185
 42,755
Basic weighted average shares outstanding37,618 42,185 
Dilutive effect of share-based compensation awards348
 159
Dilutive effect of share-based compensation awards228 348 
Diluted weighted average shares outstanding42,533
 42,914
Diluted weighted average shares outstanding37,846 42,533 
   
Basic earnings per common share$0.08
 $0.31
Basic earnings per common share$0.38 $0.08 
Diluted earnings per common share$0.08
 $0.30
Diluted earnings per common share$0.38 $0.08 
As of March 31, 20202021 and 2019,2020, potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units mainly related tototaling 562,648 and 482,316, respectively. In the Company’s IPO in 2018, totaling 482,316three months ended March 31, 2021 and 786,213, respectively,2020, 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 atin those dates,periods, fewer shares would have been purchased than restricted shares assumed issued. Therefore, atin those dates,periods, 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.

36

31




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 threetwo 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-CaymanGrand-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, 202019, 2021 (“Form 10-K”).

Cautionary NoticeNote 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 Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking
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, as well as statements with respect to our beliefs, plans, objectives, goals, expectations, andanticipations, assumptions, estimates, intentions and future performance and condition, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause the actual results, performance, achievements, or financial condition of the Company to be materially different from future results, performance, achievements, or financial condition expressed or implied by such forward-looking statements. You should not expect us to update any forward-looking statements. These forward-looking statements that are not historical facts. should be read together with the “Risk Factors” included in our Form 10-K for the fiscal year ended December 31, 2020 and our other reports filed with the Securities and Exchange Commission (the “SEC”).
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,” “seek,” “should,” “indicate,” “would,” “believe,” “contemplate,” “consider”, “expect,” “estimate,” “continue,” “plan,” “point to,” “project,” “could,” “intend,” “target,” “goals,” “outlooks,” “modeled”“target” and other similar words and expressions of the future in this Form 10-Q.future. 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, including, without limitation:
Our profitability is subject to interest rate risk;
We may be adversely affected by the transition of LIBOR as a reference rate;
Our concentration of CRE loans;
Many of our loans are to commercial borrowers, which have unique risks compared to other types of loans.
Our allowance for loan losses may prove inadequate;
The collateral securing our loans may not be sufficient to protect us from a partial or complete loss;
Liquidity risks could affect our operations and jeopardize our financial condition and certain funding sources could increase our interest rate expense;
37


Our valuation of securities and investments and the determination of the impairment amounts taken on our investments are in some cases, beyond the Company’s controlsubjective and, whichif changed, could materially adversely affect the Company’sour results of operations or financial condition, cash flows, performancecondition;
Our strategic plan and growth strategy may not be achieved as quickly or future achievementsas fully as we seek;
Nonperforming and similar assets take significant time to resolve;
We may be contractually obligated to repurchase mortgage loans we sold to third parties on terms unfavorable to us;
Mortgage Servicing Rights requirements may change and require us to incur additional costs and risks;
Our success depends on our ability to compete effectively in highly competitive markets;
Defaults by or events. Currently, onedeteriorating asset quality of other financial institutions could adversely affect us;
We could be required to write down our goodwill and other intangible assets;
Our historical consolidated financial data are not necessarily representative 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 maywe would 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 heightenedachieved as a resultseparate company and may not be a reliable indicator of the ongoing COVID-19 pandemic.our future results;

32




Additional factors that may cause actual resultsOur ability to deviate significantly from current expectations include but are not limited to:
the COVID-19 pandemic has significantly impacted economic conditions globally andraise additional capital in the United States,future;
Conditions in Venezuela could have a material adverse effect onadversely affect 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 and duration of theoperations;
The COVID-19 pandemic and actions taken by governmental authorities in response;to mitigate its spread has significantly impacted economic conditions, and a future outbreak of COVID-19 or another highly contagious disease, could adversely affect our business activities, results of operations and financial condition;
asAs a participating lender in the U.S. Small Business Administration (“SBA”) PPP, the Company and the BankPaycheck Protection Program, we 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 inherentPotential gaps in our businesses;risk management policies and internal audit procedures may leave us exposed to unidentified or unanticipated risk;
market conditionsWe may determine that our internal controls 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 eventsdisclosure controls could have significant effects on our business;deficiencies or weaknesses;
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;

33



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 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;
technologicalTechnological 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 policiesOur information systems may experience interruptions and internal audit procedures may leave ussecurity breaches, and are exposed to unidentified or unanticipated risk, which could negatively affect our business;cybersecurity threats;
we may determine that our internal controls and disclosure controls could have deficiencies or weaknesses;
anyAny 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;sanctions;
our information systems may experience interruptions and security breaches, and are exposed to cybersecurity threats;
futureFuture acquisitions and expansion activities may disrupt our business, dilute shareholder value and adversely affect our operating results;
attractive acquisition opportunitiesWe may not be availableable to usgenerate sufficient cash to service all of our debt;
38


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 our debt;
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;
Our business may be adversely affected by economic conditions in general and by conditions in the future;financial markets;

34



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;
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;
weWe are subject to extensive regulation that could limit or restrict our activities and adversely affect our earnings;
litigationLitigation and regulatory investigations are increasingly common in our businesses and may result in significant financial losses and/or harm to our reputation;
weWe 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;
weWe will be subject to heightened regulatory requirements if our total assets grow in excess of $10 billion;
theThe Federal Reserve may require us to commit capital resources to support the Bank;
weWe may face higher risks of noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations than other financial institutions;
failuresFailures to comply with the fair lending laws, CFPB regulations or the Community Reinvestment Act, or CRA, could adversely affect us;
Fannie Mae and Freddie Mac restructuring may adversely affectA limited market exists for the mortgage markets;Company's shares of Class B common stock;
we adoptedHolders of shares of Class B common stock have limited voting rights. As a new accounting principle that requires immediate recognition in the statementresult, holders of incomeshares of unrealized changes in the fair value of equity securities, which includes mutual funds, increasing the volatilityClass B common stock will have limited ability to influence shareholder decisions;
Certain of our results of operations;existing shareholders could exert significant control over the Company;
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;

35



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;
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;
ifIf 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;
ourThe stock price of financial institutions, like Amerant, 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;
weWe have the ability to issue additional equity securities, which would lead to dilution of our issued and outstanding Company Shares;
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;
ourOur dual classes of Company Shares may limit investments by investors using index-based strategies;
weWe do not currently intend to pay dividends on our common stock;
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;
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
39


We may be unable to pay dividendsattract and retain key people to support our business;
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 common stock;business; and
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; and
theThe 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-K10-K.
The foregoing factors should not be construed as exhaustive and thisshould be read together with the other cautionary statements included in our Form 10-Q.
Forward-looking statements, including those as to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions, involve known and unknown10-K. Because of these risks uncertainties and other factors, which may be beyonduncertainties, our control, and which may cause the Company’s actual future financial condition, results, performance or achievements, or financial condition toindustry results, may be materially different from futurethe results performance, achievements, or financial condition expressed or impliedindicated by such forward-looking statements. You should not rely on anythe forward-looking statements as predictions of future events.in this Form 10-Q. In addition, our past results of operations are not necessarily indicative of our future results of operations. You should not expect usrely on any forward-looking statements as predictions of future events.
Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to update, revise or correct any forward-looking statements,statement, whether as a result of new information, future developments or otherwise, except as required by law. All written or oral forward-looking statements that are made by us or are 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.


36
40






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, which is also headquartered in Coral Gables, Florida, and its subsidiaries. Fiduciary, investment and wealth management services are provided by the Bank’s national trust, Amerant Trust, the Bank’s securities broker-dealer, Amerant Investments, andthe Bank’s Grand-Cayman based trust company subsidiary, the Cayman Bank, subsidiaries.and the newly formed mortgage company, Amerant Mortgage. The Bank’s three primary markets are South Florida, where we operate 1918 banking centers in Miami-Dade, Broward and Palm Beach counties; the greater Houston, Texas area, where we have eight7 banking centers that serve the nearby areas of Harris, Montgomery, Fort Bend and Waller counties and a loan production office (“LPO”)LPO in Dallas, Texas, which we opened in early 2019,2019; and the greater New York City area, New York, where we also maintain a LPOLPO. See “Recent Developments” below for an update on the New York City area LPO.
Business Developments
Amerant Trust Merger
On December 30, 2020 we filed applications with the Office of the Comptroller of the Currency, or OCC, and the Federal Deposit Insurance Corporation, or FDIC, seeking approval to consolidate our existing trust and wealth management business, previously conducted by Amerant Trust, with the commercial banking business conducted by the Bank, by merging Amerant Trust with and into the Bank. See our Form 10-K for the year 2020 for more details.
We completed the merger of Amerant Trust with and into the Bank on April 1, 2021.
Recent Developments
New Vice-Chairman and CEO
On January 21, 2021, the Company reported Mr. Millar Wilson’s retirement from his role as Vice-Chairman and Chief Executive Officer and the appointment of Gerald P. Plush, as the Company’s Vice-Chairman and Chief Executive Officer effective the day following the filing of the Company’s 2020 annual report on Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"). Mr. Plush has served as a Company director since July 2019 and served as Executive Vice-Chairman from February 15, 2021 until March 20, 2021.
The Company filed its 2020 Form 10-K with the SEC on March 19, 2021 and, therefore, effective March 20, 2021, Gerald P. Plush, who had served as Executive Vice Chairman since February 15, 2021, became the Company’s Vice-Chairman and Chief Executive Officer.
41



Near and Long-Term Initiatives
As discussed on the earnings call to review our results for the first quarter ended March 31, 2021; in the coming weeks and months we intend to implement and/or expand several near and long-term initiatives that focuseswe expect will further our long-term strategy to improve performance and drive growth. These include:
Growing our core deposits. Seizing opportunities in the markets we serve to increase our share of consumer, small business, and commercial core deposits while reducing our reliance on originatingbrokered funds. We have identified a few ways to better target and attract these core deposits, including implementing/enhancing a completely digital onboarding platform, building out our treasury management sales force and adding additional treasury management capabilities, focusing our marketing to drive additional digital and in-branch traffic, and gathering other sources of deposits such as municipal accounts and wealth management.
Accelerating our digital transformation. Over the past several quarters we ramped up our digital efforts with the rollout of nCino and Salesforce and the introduction of Amerant Investments Mobile and are now focused on evaluating digital solutions in several key areas, including deposit account acquisition, small business lending and wealth management.
Improving Amerant's brand awareness. We will be ramping up our efforts to build brand awareness in the communities we serve, including improved signage and promotions as well as developing affinity relationships and increasing our community involvement.
Rationalizing our lines of business and geographies. We plan to expand our treasury management, wealth management, and develop specialty finance capabilities in order to grow the bank's revenue streams and fee opportunities. At the same time, we are curtailing future loan originations in the New York market. Our NYC location is a commercial real estate (“CRE”) loans.loan production office with minimal deposit relationships, and as we evaluate alternatives there, we will focus on growing in our core markets while also looking for opportunities to grow in contiguous markets.
Evaluating new ways to achieve cost efficiencies across the business to improve our margin. Among other, we will be looking at the pricing of our products and offerings, balance sheet composition, as well as the categories and amounts of our spending.
Optimizing capital structure. We successfully completed in June 2020 a $60.0 million offering of 5.75% senior notes due 2025 and in December 2020 a modified Dutch auction tender offer pursuant to which we purchased approximately $54 million of shares of Class B common stock. In March of 2021, we announced a repurchase program to purchase up to $40 million of shares of Class B common stock which is currently underway. We will continue to evaluate our capital structure and ways to optimize it in the future.
42



COVID-19 Pandemic
CARES Act

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 For a more detailed discussion of the Unites States of America (U.S.) declared a national state of emergency. In response to this outbreak,COVID-19 pandemic, see our Form 10-K for 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.year ended 2020.
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, 2020, approximately 86% of the Company’s employees are working remotely. All banking centers are open to the public by drive-thru and by appointment-only, under a reduced schedule (except banking centers in Texas which are operating under regular business hours), and with limited staffing. All electronic channels remain fully operational.
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. 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.


37



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,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,In early January 2021, a third round of PPP loans provided additional stimulus relief to small businesses and individuals who are self-employed or independent contractors. Amerant continues to focus on providing funding to customers and communities by actively participating in the Paycheck Protection ProgramPPP and Health Care Enhancement Act, adding fundingrelated government sponsored programs. As of March 30, 2021, total PPP loans were $164.8 million, or 2.9% of total loans, compared to $198.5 million, or 3.4% of total loans as of December 31, 2020. The Company estimates as of March 31, 2021, there were $173.2 million of deposits related to the PPP was enacted. Ascompared to $95.4 million as of December 31, 2020. On May 1, 2020,4, 2021, the Company had received approval for 1,493 loan applications under theentered into an agreement to sell to a third party, in cash, PPP totaling $197.8loans with an outstanding balance of approximately $95.1 million, and had funded $137.9expects to realize a pretax gain on sale of approximately $3.8 million. The Company retained no loan servicing rights.
Loan Loss Reserve and MitigationModification Programs
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 review 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, and approximately 50% of which are secured with real estate collateral. The Company recorded a provision for loan losses of $22 million during the three months ended March 31, 2020 mainly as a result of the estimated deterioration of our loan portfolio caused by the COVID-19 pandemic.
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-onlydeferral and/or forbearance options. AsThese programs continued throughout 2020 and in the first quarter of May 1, 2020, loans2021. Loans which have been modified under these programs totaled $1,119 million.$1.1 billion as of March 31, 2021. As of March 31, 2021, $62.1 million, or 1.1% of total loans, were still under the deferral and/or forbearance period, an increase from $43.4 million, or 0.7% at December 31, 2020. This increase was primarily due to new modifications granted to two CRE retail loans in New York totaling $37.1 million and one multifamily loan in New York totaling $2.4 million, partially offset by $20.7 million in loans that resumed regular payments after deferral and/or forbearance periods ended. The Company began to selectively offer additional temporary loan modifications under programs that allow it to extend the deferral and/or forbearance period beyond 180 days. The aforementioned $62.1 million includes $19.8 million of loans that mature in the second quarter of 2021, $5.2 million that mature in the third quarter of 2021, and $37.1 million that mature in first quarter of 2022. Additionally, 99.5% of the loans under deferral and/or forbearance are secured by real estate collateral with average Loan to Value (“LTV”) of 68.2%. All loans that have moved out of forbearance status have resumed regular payments. In accordance with accounting and regulatory guidance, loans to borrowers benefiting from these measures are not considered Troubled Debt Restructurings (“TDRs”).TDRs. The Company iscontinues to closely monitoringmonitor the performance of thesethe remaining loans in deferral and/or forbearance periods under the terms of the temporary relief granted. The following table summarizes the loan balances in these programs as of May 1, 2020:
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


38
43






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 or may be reinstated in the future. While some of these measures and restrictions have been lifted and most businesses have begun to reopen, 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 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.
44



Primary Factors Used to Evaluate Our Business
Results of Operations. In addition to net income , 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 (“GAAP”)
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) data processing and fees for other services provided to the Company’s Former Parent and its affiliates; (vi) securities gains or losses; (vii)(vi) net gains and losses on early extinguishment of FHLB advances; and (viii)(vii) other noninterest income.
Our income from service fees on deposit accounts is affected primarily by the volume, growth and mix of deposits we hold.hold and volume of transactions initiated by customers (i.e. wire transfers). 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 (“AUM”), and account administrative services and ancillary fees during the contractual period. Our assets under management and custody (“AUM”) accounts decreased $243.5 million to $1.6 billion at March 31, 2020 from $1.8 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

39



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 weWe ceased to be a direct card issuer.issuer early in 2020.
We have 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, 2019, we were paid approximately $0.5 million for these services. These administrative and transition services ended in 2019. Our Former Parent’s non-U.S. affiliates have also provided, and continue to provide, certain shareholder services to us under a service agreement.
45


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.
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.
Our fee income generated on customer interest rate swaps are reported in other noninterest income.
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.
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.

40



Other operating expenses include advertising, marketing, (including rebranding expenses), community engagement and other operational expenses. Other operating expenses includeare partially offset by other operating expenses directly related to the incremental cost associatedorigination of loans, which are deferred and amortized over the life of the related loans as adjustments to interest income in accordance with servicing the large number of shareholders resulting from the spin-off from our Former Parent.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 quarters ofthree months ended March 31, 2021 and 2020, and 2019, we incurred in restructuring expenses of approximately $0.2 million and $0.4 million, and $0.9 million, respectively. In the first quarter of 2020, restructuring expenses included $0.1 million and $0.3 million of staff reduction costs andrespectively, mainly related to digital transformation expenses. Restructuring expenses respectively ($0.9 millionconsist of rebranding coststhose 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 first quarterAmerant brand, implementation of 2019).new technology system applications, enhanced sales tools and training, expanded product offerings and improved customer analytics to identify opportunities.
46



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,allowance (“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 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$250,000. In addition, in 2020, the Company began offering interest-bearing deposit products to broker-dealer firms through a third party deposit broker network, including brokered money market and brokered interest bearing demand deposit accounts. However, we remain focused on relationship-driven core deposits. In the first quarter of 2021, we changed our definition of core deposits to better align its presentation with the Company’s internal monitoring and overall liquidity strategy. Under this new definition, core deposits consist of total deposits excluding all time deposits. In prior periods, the Company used 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 more than $250,000. See “Core Deposits” discussion for more details.
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.

41
47






Summary Results
The summary results for the quarter ended March 31, 20202021 include the following (See “Selected Financial Information” for an explanation of non-GAAP financial measures)Non-GAAP Financial Measures):
Net income of $3.4 million down 74.1% from $13.1$14.5 million in the same periodfirst quarter of 2019. This decrease was primarily due to a meaningful increase in the Company’s provision for loan losses2021, up 327.5% from $3.4 million in the first quarter of 2020. Operating income, which excludes provisions for loan losses or reversals, net gains on securities and income tax expense,Diluted earnings per share was $16.7 million, flat from $16.6 million$0.38 in the same period of 2019.
Net interest income (“NII”) was $49.2 million, down 11.2% from $55.4 million in the same period of 2019. Compared to the first quarter of 2019, this quarter’s lower NII is attributed2021, compared to a decline$0.08 in average yields on interest-earning assets, lower average loan balances, and the replacementfirst quarter of lower cost international deposits with higher cost domestic time deposits, partially offset by lower professional funding costs, primarily FHLB advances, trust preferred expenses as well as transactional deposit costs. 2020.
Net interest margin (“NIM”)income was $47.6 million down 3.4% from $49.2 million in the first quarter of 2020. NIM was 2.66% in the first quarter of 2021, up 1 basis point from 2.65% in the first quarter of 2020, down from 2.96% in2020.
There was no provision for loan losses recorded during the first quarter of 2019.
Credit quality indicators remained strong despite market dislocations associated with the COVID-19 pandemic. As a result of these dislocations, the Company increased its ALL by $22.0 million,2021, compared to noa $22.0 million provision recorded in the first quarter of 2019, mainly due to the estimated deterioration of our loan portfolio caused by the COVID-19 pandemic.2020. The ratio of the ALL to total loans was 1.93% as of March 31, 2021, up from 1.29% as of March 31, 2020, up from 1.05%2020. The Company had no net charge offs in the same period last year.first quarter of 2021. The ratio of loannet charge-offs to average total loans in first quarter 2020 was 0.09%, down from the 0.10% in the first quarter of 2019. The Company did not experience any unanticipated losses in the first quarter of 2020 from exiting its former credit card programs.was 0.09%.
Noninterest income was $21.9 million, up 66.5% from $13.2 million in the same period last year. The increase was primarily driven by $9.2 million of net gains on the sale of securities recognized in the first quarter of 2020.
Noninterest expense was $44.9 million, down 13.6% from $51.9$14.2 million in the first quarter of 2019.The year-over-year decline resulted mainly2021, down 35.4% from lower salaries and employee benefit expenses and$21.9 million in the absencefirst quarter of rebranding costs incurred last year related to2020.
Noninterest expense was $43.6 million down 2.8% from $44.9 million in the Company’s transformation efforts.first quarter of 2020. Adjusted noninterest expense (non-GAAP) was $43.4 million in the first quarter of 2021, down 2.5% from $44.5 million in the first quarter of 2020, down 12.7% from $51.0 million2020.
The efficiency ratio was 70.7% in the first quarter of 2019. Adjusted noninterest expense in2021, compared to 63.1% for the first quarter of 2020 excludes $0.42020.
Total loans were $5.8 billion at March 31, 2021, down $87.5 million, in restructuring expenses.
The efficiency ratio was 63.1% (62.6% adjusted for staff reduction and digital transformation expenses)or 1.5%, compared to 75.7% (74.4% adjusted for rebranding costs) for the corresponding period of 2019.December 31, 2020. Total deposits were $5.7 billion at March 31, 2021, down $53.6 million, or 0.9%, compared to December 31, 2020.
Stockholders’ book value per common share increasedremained at $20.70 at March 31, 2021, compared to $19.95, up 10.7% from $18.02 a year ago.December 31, 2020. Tangible book value per common share roseremained flat at $20.13 as of March 31, 2021, compared to $19.43, up 10.8% from $17.54 a year ago.December 31, 2020.


42
48




Selected Consolidated Financial Information
The following table sets forth selected financial information derived from our unaudited interim consolidated financial statements for the three months ended March 31, 20202021 and 20192020 and as of March 31, 20202021 and our audited consolidated financial statementstatements as of December 31, 2019.2020. These unaudited interim consolidated financial statements are not necessarily indicative of our results of operations for the year ending December 31, 20202021 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, 2019March 31, 2021December 31, 2020
(in thousands)

 (in thousands)
Consolidated Balance Sheets   Consolidated Balance Sheets
Total assets$8,098,810
 $7,985,399
Total assets$7,751,098 $7,770,893 
Total investments1,769,987
 1,739,410
Total investments1,375,292 1,372,567 
Total gross loans (1)5,668,327
 5,744,339
Total gross loans (1)5,754,838 5,842,337 
Allowance for loan losses72,948
 52,223
Allowance for loan losses110,940 110,902 
Total deposits5,842,212
 5,757,143
Total deposits5,678,079 5,731,643 
Junior subordinated debentures (2)64,178
 92,246
Advances from the FHLB and other borrowings1,265,000
 1,235,000
Advances from the FHLB and other borrowings1,050,000 1,050,000 
Stockholders' equity841,117
 834,701
Assets under management and custody (3)1,572,322
 1,815,848
Senior notes (2)Senior notes (2)58,656 58,577 
Junior subordinated debenturesJunior subordinated debentures64,178 64,178 
Stockholders' equity (3)Stockholders' equity (3)785,014 783,421 
Assets under management and custody (4)Assets under management and custody (4)2,018,870 1,972,321 

Three Months Ended March 31,
20212020
(in thousands, except percentages and per share amounts)
Consolidated Results of Operations
Net interest income$47,569 $49,229 
Provision for loan losses— 22,000 
Noninterest income14,163 21,910 
Noninterest expense43,625 44,867 
Net income14,459 3,382 
Effective income tax rate20.15 %20.83 %
Common Share Data
Stockholders' book value per common share$20.70 $19.95 
Tangible stockholders' equity (book value) per common share (Non-GAAP) (5)$20.13 $19.43 
Basic earnings per common share$0.38 $0.08 
Diluted earnings per common share (6)$0.38 $0.08 
Basic weighted average shares outstanding37,618 42,185 
Diluted weighted average shares outstanding (6)37,846 42,533 
49
 Three Months Ended March 31,
 2020 2019
(in thousands, except percentages and per share amounts)

 
Consolidated Results of Operations   
Net interest income$49,229
 $55,437
Provision for loan losses22,000
 
Noninterest income21,910
 13,156
Noninterest expense44,867
 51,945
Net income3,382
 13,071
Effective income tax rate20.83% 21.49%
    
Common Share Data   
Stockholders' book value per common share$19.95
 $18.02
Tangible stockholders' equity (book value) per common share (4)$19.43
 $17.54
Basic earnings per common share$0.08
 $0.31
Diluted earnings per common share$0.08
 $0.30
Basic weighted average shares outstanding42,185
 42,755
Diluted weighted average shares outstanding (5)42,533
 42,914

43




Three Months Ended March 31,
20212020
(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)2.66 %2.65 %
Net income / Average total assets (ROA) (9)0.76 %0.17 %
Net income / Average stockholders' equity (ROE) (10)7.47 %1.61 %
Noninterest income / Total revenue (11)22.94 %30.80 %
Capital Indicators (%)
Total capital ratio (12)14.12 %14.54 %
Tier 1 capital ratio (13)12.87 %13.38 %
Tier 1 leverage ratio (14)10.54 %10.82 %
Common equity tier 1 capital ratio (CET1) (15)11.90 %12.42 %
Tangible common equity ratio (16)9.88 %10.14 %
Asset Quality Indicators (%)
Non-performing assets / Total assets (17)1.16 %0.41 %
Non-performing loans / Total loans (1) (18)1.56 %0.59 %
Allowance for loan losses / Total non-performing loans123.92 %218.49 %
Allowance for loan losses / Total loans (1)1.93 %1.29 %
Net charge-offs / Average total loans (19)— %0.09 %
Efficiency Indicators (% except FTE)
Noninterest expense / Average total assets2.28 %2.27 %
Salaries and employee benefits / Average total assets1.38 %1.48 %
Other operating expenses/ Average total assets (20)0.90 %0.79 %
Efficiency ratio (21)70.67 %63.07 %
Full-Time-Equivalent Employees (FTEs)731 825 
Adjusted Selected Consolidated Results of Operations and Other Data (Non-GAAP) (5)
Pre-provision net revenue$18,107 $26,272 
Adjusted noninterest expense43,385 44,513 
Adjusted net income14,651 3,662 
Adjusted basic earnings per common share0.39 0.09 
Adjusted earnings per diluted common share (6)0.39 0.09 
Adjusted net income / Average total assets (Adjusted ROA) (9)0.77 %0.19 %
Adjusted net income / Average stockholders' equity (Adjusted ROE) (10)7.57 %1.74 %


50
 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%

44




__________________
 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%
__________________
(1)
(1)     Total gross loans are net of deferred loan fees and costs.
(2)During the three months ended March 31, 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)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)
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.
(5 ) As of unamortized deferred loan origination fees and costs. At March 31, 2021, total loans include $1.0 million in loans held for sale. There were no loans held for sale at December 31, 2020.
(2)    During the second quarter of 2020, the Company completed a $60 million offering of senior notes (the“Senior Notes”) with a coupon rate of 5.75%. Senior Notes are presented net of direct issuance cost which is deferred and 2019amortized over 5 years.
(3)    On March 10, 2021, the Company’s Board of Directors approved a stock repurchase program which provides for the potential repurchase of up to $40 million of shares of the Company’s Class B common stock (the “2021 Stock Repurchase Program”). In the first quarter of 2021, the Company repurchased an aggregate of 116,037 shares of Class B common stock at a weighted average price per share of $15.98 under the 2021 Stock Repurchase Program.
(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.
(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.
(6 ) Potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units mainly related tounits. During the Company’s IPO in 2018, totaling 482,316three months ended March 31, 2021 and 786,213, respectively. These2020, 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 atin those dates,periods, fewer shares would have been purchased than restricted shares assumed issued. Therefore, atin those dates,periods, 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)
Operating data for the three months ended March 31, 2020 and 2019 have been annualized.
(7)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)Calculated based upon the average daily balance of total assets.
(9)Calculated based upon the average daily balance of stockholders’ equity.
(10)Total stockholders’ equity divided by total risk-weighted assets, calculated according to the standardized regulatory capital ratio calculations.
(11)Tier 1 capital divided by total risk-weighted assets.
(12)
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, 2020 and 2019, respectively. In the three months ended March 31, 2020 $26.8 million in trust preferred securities were redeemed.
(13)Common Equity Tier 1 (CET 1) capital divided by total risk-weighted assets.
(14)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)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 and $20.5 million as of March 31, 2020 and 2019, respectively.
(16)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 million and $20.5 million as of March 31, 2020 and 2019, respectively.
(17)
Allowance for loan losses was $72.9 million and $60.3 million as of March 31, 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)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)
Other operating expenses is the result of total noninterest expense less salary and employee benefits.
(20)Efficiency ratio is the result of noninterest expense divided by the sum of noninterest income and net interest income.
(21)Adjusted efficiency ratio is the efficiency ratio less the effect of restructuring costs, described in “Non-GAAP Financial Measures Reconciliation” herein.

(7)     Operating data for the periods presented have been annualized.
(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.
(9)     Calculated based upon the average daily balance of total assets.
(10)     Calculated based upon the average daily balance of stockholders’ equity.
(11)     Total revenue is the result of net interest income before provision for loan losses plus noninterest income.
(12)     Total stockholders’ equity divided by total risk-weighted assets, calculated according to the standardized regulatory capital ratio calculations.
(13)     Tier 1 capital divided by total risk-weighted assets.Tier 1 capital is composed of Common Equity Tier 1 (CET1) capital plus outstanding qualifying trust preferred securities of $62.3 million as of March 31, 2021 and 2020.
(14)     Tier 1 capital divided by quarter to date average assets.
(15) CET1 capital divided by total risk-weighted assets.
(16)     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.
(17)     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.
(18)     Non-performing loans include all accruing loans 90 days or more past due, all nonaccrual loans and restructured loans that are considered TDRs.
(19)     Calculated based upon the average daily balance of outstanding loan principal balance net of unamortized deferred loan origination fees and costs, excluding the allowance for loan losses. During the first quarter of 2021, there were no net charge offs.
(20)     Other operating expenses is the result of total noninterest expense less salary and employee benefits.
(21)     Efficiency ratio is the result of noninterest expense divided by the sum of noninterest income and net interest income.



45
51






Non-GAAP Financial Measures Reconciliation
Certain financial measures and ratios contained in this Form 10-Q, including “pre-provision net revenue (PPNR) ”, “adjusted noninterest expense”, “adjusted net 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 accounting principles (“GAAP”).GAAP. The Company refers to these financial measures and ratios as “non-GAAP“Non-GAAP financial measures.” The Company’s Non-GAAPnon-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 increase of its allowance for loan losses in 2020.2021. 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.

Three Months Ended March 31,
(in thousands)20212020
Total noninterest expenses$43,625 $44,867 
Less: restructuring costs (1):
 Staff reduction costs54 
Digital transformation expenses234 300 
Total restructuring costs240 354 
Adjusted noninterest expenses$43,385 $44,513 
Net income$14,459 $3,382 
Plus after-tax restructuring costs:
Restructuring costs before income tax effect240 354 
Income tax effect(48)(74)
Total after-tax restructuring costs192 280 
Adjusted net income$14,651 $3,662 
Net income$14,459 $3,382 
Plus: provision for loan losses— 22,000 
Plus: income tax expense3,648 890 
Pre-provision net revenue$18,107 $26,272 
46
52




 Three Months Ended March 31,
(in thousands, except per share amounts)
2020 2019
Total noninterest expenses$44,867
 $51,945
Less: restructuring costs (1):   
 Staff reduction costs54
 
Digital transformation expenses300
 
Rebranding costs
 933
Total restructuring costs354
 933
Adjusted noninterest expenses$44,513
 $51,012
    
Net income$3,382
 $13,071
Plus after-tax restructuring costs:   
Restructuring costs before income tax effect354
 933
Income tax effect(74) (201)
Total after-tax restructuring costs280
 732
Adjusted net income$3,662
 $13,803
    
Net income$3,382
 $13,071
Plus: income tax expense890
 3,577
Plus: provision for loan losses22,000
 
Less: securities gains, net9,620
 4
Operating income$16,652
 $16,644
    
Basic earnings per share$0.08
 $0.31
Plus: after tax impact of restructuring costs0.01
 0.02
Total adjusted basic earnings per common share$0.09
 $0.33
    
Diluted earnings per share (2)$0.08
 $0.30
Plus: after tax impact of restructuring costs0.01
 0.02
Total adjusted diluted earnings per common share$0.09
 $0.32


47



Three Months Ended March 31,Three Months Ended March 31,
(in thousands, except per share amounts and percentages)
2020 2019(in thousands, except per share amounts and percentages)20212020
Basic earnings per shareBasic earnings per share$0.38 $0.08 
Plus: after tax impact of restructuring costsPlus: after tax impact of restructuring costs0.01 0.01 
Total adjusted basic earnings per common shareTotal adjusted basic earnings per common share$0.39 $0.09 
Diluted earnings per share (2)Diluted earnings per share (2)$0.38 $0.08 
Plus: after tax impact of restructuring costsPlus: after tax impact of restructuring costs0.01 0.01 
Total adjusted diluted earnings per common shareTotal adjusted diluted earnings per common share$0.39 $0.09 
Net income / Average total assets (ROA)0.17 % 0.65 %Net income / Average total assets (ROA)0.76 %0.17 %
Plus: after tax impact of restructuring costs0.02 % 0.04 %Plus: after tax impact of restructuring costs0.01 %0.02 %
Adjusted net income / Average total assets (Adjusted ROA)0.19 % 0.69 %Adjusted net income / Average total assets (Adjusted ROA)0.77 %0.19 %
   
Net income / Average stockholders' equity (ROE)1.61 % 6.87 %Net income / Average stockholders' equity (ROE)7.47 %1.61 %
Plus: after tax impact of restructuring costs0.13 % 0.38 %Plus: after tax impact of restructuring costs0.10 %0.13 %
Adjusted net income / Average stockholders' equity (Adjusted ROE)1.74 % 7.25 %Adjusted net income / Average stockholders' equity (Adjusted ROE)7.57 %1.74 %
   
Efficiency ratio63.07 % 75.73 %
Less: impact of restructuring costs(0.50)% (1.36)%
Adjusted efficiency ratio62.57 % 74.37 %
   
Noninterest expense / Average total assets2.27 % 2.58 %
Less: impact of restructuring costs(0.02)% (0.05)%
Adjusted Noninterest expense / Average total assets2.25 % 2.53 %
   
Salaries and employee benefits / Average total assets1.48 % 1.66 %
Less: impact of restructuring costs %  %
Adjusted salaries and employee benefits / Average total assets1.48 % 1.66 %
   
Other operating expenses / Average total assets0.79 % 0.92 %
Less: impact of restructuring costs(0.02)% (0.05)%
Adjusted other operating expenses / Average total assets0.77 % 0.87 %
   
Stockholders' equity$841,117
 $778,749
Stockholders' equity$785,014 $841,117 
Less: goodwill and other intangibles(21,698) (21,005)Less: goodwill and other intangibles(21,515)(21,698)
Tangible common stockholders' equity$819,419
 $757,744
Tangible common stockholders' equity$763,499 $819,419 
Total assets$8,098,810
 $7,902,355
Total assets$7,751,098 $8,098,810 
Less: goodwill and other intangibles(21,698) (21,005)Less: goodwill and other intangibles(21,515)(21,698)
Tangible assets$8,077,112
 $7,881,350
Tangible assets$7,729,583 $8,077,112 
Common shares outstanding42,166
 43,205
Common shares outstanding37,922 42,166 
Tangible common equity ratio10.14 % 9.61 %Tangible common equity ratio9.88 %10.14 %
Stockholders' book value per common share$19.95
 $18.02
Stockholders' book value per common share$20.70 $19.95 
Tangible stockholders' book value per common share$19.43
 $17.54
Tangible stockholders' book value per common share$20.13 $19.43 
_________


(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, 2020 and 2019 potentialPotential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units mainly related tounits. During the Company’s IPO in 2018, totaling 482,316three months ended March 31, 2021 and 786,213, respectively. These2020, 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 atin those dates,periods, fewer shares would have been purchased than restricted shares assumed issued. Therefore, atin those dates,periods, 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.

48
53




Results of Operations - Comparison of Results of Operations for the Three Months Ended March 31, 20202021 and 20192020

Net income
The table below sets forth certain results of operations data for the three monthsmonth periods ended March 31, 20202021 and 2019:
2020:
Three Months Ended March 31, ChangeThree Months Ended March 31,Change
(in thousands, except per share amounts and percentages)2020 2019 2020 vs 2019(in thousands, except per share amounts and percentages)202120202021 vs 2020
Net interest income$49,229
 $55,437
 $(6,208) (11.2)%Net interest income$47,569 $49,229 $(1,660)(3.4)%
Provision for loan losses22,000
 
 22,000
  %Provision for loan losses— 22,000 (22,000)N/M
Net interest income after provision for loan losses27,229
 55,437
 (28,208) (50.9)%Net interest income after provision for loan losses47,569 27,229 20,340 74.7 %
Noninterest income21,910
 13,156
 8,754
 66.5 %Noninterest income14,163 21,910 (7,747)(35.4)%
Noninterest expense44,867
 51,945
 (7,078) (13.6)%Noninterest expense43,625 44,867 (1,242)(2.8)%
Income before income tax4,272
 16,648
 (12,376) (74.3)%
Income tax(890) (3,577) 2,687
 (75.1)%
Income before income tax expenseIncome before income tax expense18,107 4,272 13,835 323.9 %
Income tax expenseIncome tax expense(3,648)(890)(2,758)309.9 %
Net income$3,382
 $13,071
 $(9,689) (74.1)%Net income$14,459 $3,382 $11,077 327.5 %
Basic earnings per common share$0.08
 $0.31
 $(0.23) (74.2)%Basic earnings per common share$0.38 $0.08 $0.30 375.0 %
Diluted earnings per common share (1)$0.08
 $0.30
 $(0.22) (73.3)%Diluted earnings per common share (1)$0.38 $0.08 $0.30 375.0 %
__________________
(1)
At March 31, 2020 and 2019, potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units totaling482,316 and 786,213, respectively, mainly related to the Company’s IPO in 2018. See Note 16 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 ended March 31, 2020 and 2019.

(1)     Potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units. See Note 18 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 and three month periods ended March 31, 2021 and 2020.

N/M Means not meaningful



Three Months Ended March 31, 20202021 and 20192020
NetIn the first quarter of 2021, we reported net income declinedof $14.5 million, or $0.38 earnings per diluted share, compared to net income of $3.4 million, or $0.08 per diluted earnings per share, in the three months ended March 31, 2020, from $13.1 million, or $0.30 per diluted earnings per share, in the same quarter of 2019.2020. The decreaseincrease of $9.7$11.1 million, or 74.1%327.5%, in net income was mainly the result of: (i) the absence of the $22.0 million provision for loan losses recorded in the first quarter of 2020, primarily due to the estimated deterioration of our loan portfolio due to the COVID-19 pandemic, and (ii) lower noninterest expenses. This was partially offset by lower net interest income. These results were partially offset by: (i) higherincome and lower noninterest income primarily driven by $9.2 million of net gains on the sale of securities recognized in the first 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.income.
Net interest income declined towas $47.6 million in the three months ended March 31, 2021, a decrease of $1.7 million, or 3.4%, from $49.2 million in the three months ended March 31, 2020. This was mainly due to lower average yields on interest-earning assets and the interest expense associated with Senior Notes issued in the second quarter of 2020. These results were partially offset by lower average rates paid on total interest bearing liabilities, mainly driven by: (i) lower costs of deposits and FHLB advances in the first quarter of 2021 compared to the same quarter of 2020, from $55.4and (ii) the redemption of trust preferred securities in the first quarter of 2020.
54



Noninterest income was $14.2 million in the three months ended March 31, 2019. The2021, a decrease of $6.2$7.7 million, or 11.2%35.4%, was primarily duecompared 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. This was partially offset by a decline in the average rate paid on total interest bearing liabilities, primarily FHLB advances and trust preferred expenses as well as transactional deposit costs.


49




Noninterest income increased $8.8$21.9 million in the three months ended March 31, 2020 compared to the three months ended March 31, 2019,2020. This was mainly due to the $9.2a $7.0 million ofdecrease in net gains on the sale of securities, recognizedlower other noninterest income and lower deposit and service fees. The decrease in noninterest income was partially offset by higher brokerage, advisory and fiduciary fees in the first quarter of 2020 and higher brokerage, advisory and fiduciary fees. These increases 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, lower credit card fee income due2021 compared to the closing of the Company's credit card productssame quarter in the first quarter of 2020, absence of fees associated with services previously provided to our Former Parent and its affiliates, and lower wire transfer fees.2020.
Noninterest expenses decreased $7.1expense was $43.6 million or 13.6%, in the three months ended March 31, 2020 compared to2021, a decrease of $1.2 million, or 2.8%, from $44.9 million in the three months ended March 31, 2019,2020. This decrease was primarily driven by lower salaries and employee benefits mainly driven by staff reductions in 2018 and 2019, lower stock-based compensation expense, and lower other operating expenses. These decreases were partially offset by higher professional and other services fees, occupancy and equipment costs and FDIC assessments and insurance expenses mainly due to the absence of rebranding costs in the first quarter of 2020. 2021 compared to the same period last year.
In the three months ended March 31, 20202021 and 2019,2020, noninterest expense included $0.4$0.2 million and $0.9$0.4 million, respectively, in restructuring costs, consisting primarily of staff reduction costs and digital transformation expenses in the three months ended March 31, 2020, and rebranding costs in the three months ended March 31, 2019.staff reduction costs. The Company did not implement any staffing changes in the three months ended March 31, 2021 related to the COVID-19 pandemic.
Adjusted net income for the quarterthree months ended March 31, 20202021 was $3.7$14.7 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$3.7 million in the three months ended March 31, 20202020. Adjusted net income excludes restructuring costs of $0.2 million and 2019, respectively. Operating income remained relatively flat at $16.7 million from $16.6$0.4 million in the same period of 2019. Operating income excludes provisions for loan losses or reversals,three months ended March 31, 2021 and 2020 respectively. Pre-provision net gains on securities and income tax expense.revenue (“PPNR”) was $18.1 million in the three months ended March 31, 2021 compared to $26.3 million in the three months ended March 31, 2020. 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, 20202021 and 20192020
In the three months ended March 31, 2020,2021, we earned $49.2$47.6 million of net interest income, a decline of $6.2$1.7 million, or 11.2%3.4%, from $55.4$49.2 million in the same period of 2019.2020. The decrease in net interest income was primarily driven by: (i) a 4546 basis point decline in the average yield on total interest-earning assets, resulting fromand (ii) the Federal Reserve decreasing the benchmarkaddition of interest rate three times in 2019, plus the Federal Reserve’s emergency rate cuts on March 3, 2020 and March 15, 2020, (ii) a 1.6% decreaseexpense in the average balancefirst quarter of interest-earning assets mainly due to2021 associated with Senior Notes issued in the strategic run-offsecond quarter 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 by a decrease of 1455 basis points in average rates paid on total interest bearing liabilities, primarilymainly driven byby: (i) lower costcosts of transactional depositsdeposits; (ii) FHLB advances, and borrowings as well as lower interest expense due to redemptions(iii) the redemption of trust preferred securities.securities in the first quarter of 2020. In addition, there was a decline in the average balance of total interest bearing liabilities. Net interest margin decreasedwas 2.66% in the three months ended March 31, 2021, an increase of 1 basis points topoint from 2.65% in the three months ended March 31, 2020 from 2.96%2020. See discussions further below for more information on the issuance of Senior Notes in the three months ended March 31, 2019.
NIIsecond quarter of 2020 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., the Company has and, if market conditions are supportive, may continue to seek to enhance yield by investing in private-label CMBS, bank subordinated debt, corporate debt and other higher-yielding securities), and lower-cost wholesale funding, and seeking to reduce asset sensitivity, while working diligently to meet the banking needsredemption of the Company’s domestic and international clients. In early April 2020, the Company modified maturities on $420.0 million fixed-rate FHLB advances, resulting in 26 bps of annual savings and $2.4 million of savings for the remainder of 2020. See — Capital Resources and Liquidity Management. The Company expects new funding costs and loan income to track market rates closely in the coming months as the impacts from the COVID-19 pandemic continue.

50




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 millionin the first quarter of its outstanding 10.60% trust preferred securities issued by its Commercebank Statutory Trust II subsidiary (“Statutory Trust II”). On January 30, 2020,2020.
During the first quarter of 2021, the Company redeemed all $26.8 million of its outstanding 8.90% trust preferred capital securities issuedcontinued to focus on offsetting ongoing NIM pressure by Commercebank Capital Trust I (“Capital Trust I”). These redemptions are expected to reduce(i) strategically repricing customer time and relationship money market deposits at lower rates; (ii) implementing floor rates in the Company’s annual pretax interest expense by approximately $5.0 million. See “—Capital Resourcesloan portfolio; and Liquidity Management” for detailed information. Additionally, on August 8, 2019 the Company 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.(iii) evaluating additional interest-earning opportunities in higher-yielding lending programs.
55




Interest Income. Total interest income was $71.3$60.3 million in the three months ended March 31, 2020,2021, compared to $80.3$71.3 million for the same period of 2019.2020. The $9.0$11.0 million, or 11.2%15.4%, decline in total interest income was primarily due to: (i)to a decline in yields of total interest-earning assets. In addition, there was a 2.9% decline in the average of total interest earning assets, as resultmainly debt securities available for sale. This decline in the average balance of total interest earning assets was partially offset by an increase of $104.9 million, or 1.9%, in 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) lower average balancesbalance of interest-earning assets driven by the strategic run-off of foreign financial institution loans and non-relationship syndicated national credit loans. See “—Average Balance Sheet, Interest and Yield/Rate Analysis” for detailed information.
Interest income on loans in the three months ended March 31, 20202021 was $59.8$52.8 million, a decrease $7.0 million, or 11.7%, compared to $66.7$59.8 million for the comparable period of 2019. The $6.9 million, or 10.4%,2020. This decrease was primarily due to a 4354 basis point decline in average yields, and a 2.4% decreaseyields. This was partially offset by an increase of $104.9 million, 1.9%, in the average balance of loans in the first quarter of 20202021 over the same period in 2019,2020, mainly as a resultattributable to: (i) the PPP loans primarily originated in the second quarter of 2020 and first quarter of 2021 and (ii) higher-yielding consumer loans purchased throughout 2020 and in the strategic run-offfirst quarter of foreign financial institution loans and non-relationship syndicated national credit loans. 2021. See “—Average Balance Sheet, Interest and Yield/Rate Analysis” for detailed information.
Interest income on the debt securities available for sale securities portfolio decreased $1.3was $6.5 million in the first quarter of 2021, a decrease of $3.0 million, or 11.7%31.6%, compared to $9.5 million in the same period of 2020. This was mainly due to a decrease of $341.7 million, or 22.1%, in the average balance and a 29 basis point decline in average yields. As of March 31, 2021, corporate debt securities comprised 29.0% of the available-for-sale portfolio, up from 20.6% at March 31, 2020. We continue with our strategy to insulate the investment portfolio from prepayment risk. As of March 31, 2021, floating rate investments represent only 13.9% of our investment portfolio and recomposition towards high duration, and natural extension of the mortgage portfolio, has increased the overall duration to 3.4 years at March 31, 2021 from 3.0 years at March 31, 2020.
Interest Expense. Interest expense on total interest-bearing liabilities was $12.8 million in the three months ended March 31, 20202021, a decrease of $9.3 million, or 42.2%, compared to $10.8$22.1 million in the same period of 2019.2020. This was mainlyprimarily due to: (i) lower cost of deposits; (ii) lower cost of FHLB advances, and (iii) lower interest expense due to a 37 basis point declinethe redemption of trust preferred securities in the average yields. In the first quarter of 2020, we continued to see high levels2020. In addition, there was a decrease of prepayments accelerate on our mortgage-related securities given5.1% in the lower interest-rate environment. To combat this, we rebalancedaverage balance of total interest bearing liabilities, mainly time deposits. These results were partially offset by the portfolio by changinginterest expense associated with Senior Notes issued in the duration of certain portions in favor of longer-duration assets. In the firstsecond 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, we continued to decrease our portion of floating rate investment securities as interest rates are expected to continue declining in the near future. Floating rate investments comprised approximately 14.6% of our investment portfolio at the end of March 2020, down from 16.8% in the year ago quarter.2020.
Interest Expense. Interest expense on total interest-bearing liabilities decreased $2.8 million, or 11.2%, to $22.1deposits was $8.5 million in the three months ended March 31, 20202021, a decrease of $8.4 million, or 49.9%, compared to $24.9 million in the same period of 2019, primarily due to lower cost of transactional deposits and borrowings as well as lower interest expense due to redemptions of trust preferred securities. This was partially offset by higher rates paid on time deposits.

51




Interest expense on deposits increased to $16.9 million in the three months ended March 31, 2020 compared to $16.6 million for the same period of 2019. The $0.3 million, or 2.0%, increase2020. This was primarily due to a 864 basis point increasedecline in the average rates paid on deposits. In addition, there was a decline of 4.4% in the average balance of total interest bearing deposits, mainly lower average balance of time deposits.deposits partially offset by higher average balance of total interest bearing checking and savings accounts. Average total time deposits increaseddecreased by $38.7$504.5 million, or 1.6%20.5%, mainly as a resultincluding declines of our$366.3 million and $139.2 million, in customer certificate of deposits (“CDs”) and brokered deposits, respectively. The decline in customer CDs reflects the Company’s continued efforts to capture onlineaggressively lower CD rates and focus on increasing core deposits which resultedand emphasizing multiproduct relationships versus single product higher-cost CDs. As of March 31, 2021, the Company had $460.2 million of time deposits maturing in an increase of $69.0 million, or 50.2%, in online deposits during the firstsecond quarter of 2020.2021. This is expected to decrease the average cost of CDs by approximately 40bps and the overall cost of deposits by 10bps. Average total interest bearing checking and savings account balances forincreased by $282.4 million, or 11.2%, in the first quarter of 2021 compared to the same period in 2020, decreased year-on-year by $273.9mainly driven by: (i) an increase of $105.8 million in third-party interest-bearing domestic brokered deposits; (ii) higher average domestic personal accounts, and (iii) an increase of $59.7 million, or 9.8%, primarily due to a decline of $329.3 million, or 14.3%3.0%, in the average balance of international accounts, including an increase of $60.4 million, or 3.7%, in personal accounts partially offset by higher average domestic customer deposits. The decline in average international accounts includes $20.8a decrease of $0.7 million, or 5.8%0.2%, 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.
56



Interest expense on FHLB advances and other borrowings decreased by $1.8$1.7 million, or 28.9%37.5%, in the three months ended March 31, 20202021 compared to the same period of 2019. This was the2020, mainly as a result of a decrease of 8041 basis points in the average rate paid on these borrowings partially offset by an increaseborrowings. This reduction in rates, includes the effect of 8.6%the $420 million in FHLB advances restructuring completed in April 2020. In addition, there was a decline of $145.7 million, or 12.2%, in the average balance outstanding.outstanding of FHLB advances in the three months ended March 31, 2021 compared to the same period in 2020.
Interest expense on junior subordinated debentures decreased by $1.3$0.2 million, or 62.5%23.1%, in the three months ended March 31, 20202021 compared to the same period last year, mainly driven by a decline of $45.0$8.9 million, or 12.2%, in the average balance outstandingoutstanding. This decline in connection withthe average balance resulted from the redemption of $26.8 million of trust preferred securities (fixed interest rate - 8.90%) issued by the Capital Trust III, Statutory Trust II, andCommercebank Capital Trust I previously discussed.(“Capital Trust I”) and related subordinated debt.

During the second quarter of 2020, we completed a $60.0 million offering of Senior Notes with a fixed-rate coupon of 5.75%. In the first quarter of 2021, interest expense on these Senior notes totaled $0.9 million. We had no interest expense on Senior Notes during the first quarter of 2020. See “—Capital Resources and Liquidity Management” for detailed information.
52
57




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 months ended March 31, 20202021 and 2019.2020. 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,
20212020
(in thousands, except percentages) Average
Balances
Income/
Expense
Yield/
Rates
Average
 Balances
Income/
Expense
Yield/
Rates
Interest-earning assets:
Loan portfolio, net (1)$5,678,547 $52,771 3.77 %$5,573,627 $59,788 4.31 %
Debt securities available for sale (2)1,207,764 6,495 2.18 %1,549,502 9,497 2.47 %
Debt securities held to maturity (3)67,729 302 1.81 %72,472 400 2.22 %
Debt securities held for trading104 3.90 %— — — %
Equity securities with readily determinable fair value not held for trading24,225 84 1.41 %24,052 131 2.19 %
Federal Reserve Bank and FHLB stock63,781 625 3.97 %71,192 1,037 5.86 %
Deposits with banks205,355 51 0.10 %171,848 462 1.08 %
Total interest-earning assets7,247,505 60,329 3.38 %7,462,693 71,315 3.84 %
Total non-interest-earning assets less allowance for loan losses498,754 488,651 
Total assets$7,746,259 $7,951,344 
 Three Months Ended March 31,
 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)$5,573,627
 $59,788
 4.31% $5,707,891
 $66,722
 4.74%
Debt securities available for sale (2)1,549,502
 9,497
 2.47% 1,532,649
 10,750
 2.84%
Debt securities held to maturity (3)72,472
 400
 2.22% 84,613
 586
 2.81%
Equity securities with readily determinable fair value not held for trading24,052
 131
 2.19% 23,179
 139
 2.43%
Federal Reserve Bank and FHLB stock71,192
 1,037
 5.86% 67,461
 1,106
 6.65%
Deposits with banks171,848
 462
 1.08% 169,811
 1,004
 2.40%
Total interest-earning assets7,462,693
 71,315
 3.84% 7,585,604
 80,307
 4.29%
Total non-interest-earning assets less allowance for loan losses488,651
     477,714
    
Total assets$7,951,344
     $8,063,318
    
            
Interest-bearing liabilities:           
Checking and saving accounts -           
Interest bearing DDA$1,071,558
 $135
 0.05% $1,262,603
 $274
 0.09%
Money market1,136,501
 3,249
 1.15% 1,158,623
 3,717
 1.30%
Savings322,682
 17
 0.02% 383,425
 16
 0.02%
Total checking and saving accounts2,530,741
 3,401
 0.54% 2,804,651
 4,007
 0.58%
Time deposits2,461,073
 13,484
 2.20% 2,422,351
 12,553
 2.10%
Total deposits4,991,814
 16,885
 1.36% 5,227,002
 16,560
 1.28%
Advances from the FHLB and other borrowings (4)1,195,714
 4,412
 1.48% 1,101,356
 6,205
 2.28%
Junior subordinated debentures73,123
 789
 4.34% 118,110
 2,105
 7.23%
Total interest-bearing liabilities6,260,651
 22,086
 1.42% 6,446,468
 24,870
 1.56%
Total non-interest-bearing liabilities846,493
     856,211
    
Total liabilities7,107,144
     7,302,679
    
Stockholders’ equity844,200
     760,639
    
Total liabilities and stockholders' equity$7,951,344
     $8,063,318
    
Excess of average interest-earning assets over average interest-bearing liabilities$1,202,042
     $1,139,136
    
Net interest income  $49,229
     $55,437
  
Net interest rate spread    2.42%     2.73%
Net interest margin (5)    2.65%     2.96%
Ratio of average interest-earning assets to average interest-bearing liabilities119.20%     117.67%    



















53
58




Three Months Ended March 31,
20212020
(in thousands, except percentages) Average
Balances
Income/
Expense
Yield/
Rates
Average
 Balances
Income/
Expense
Yield/
Rates
Interest-bearing liabilities:
Checking and saving accounts -
Interest bearing DDA$1,258,301 $113 0.04 %$1,071,558 $135 0.05 %
Money market1,236,026 966 0.32 %1,136,501 3,249 1.15 %
Savings318,800 14 0.02 %322,682 17 0.02 %
Total checking and saving accounts2,813,127 1,093 0.16 %2,530,741 3,401 0.54 %
Time deposits1,956,559 7,360 1.53 %2,461,073 13,484 2.20 %
Total deposits4,769,686 8,453 0.72 %4,991,814 16,885 1.36 %
Advances from the FHLB and other borrowings (4)1,050,000 2,758 1.07 %1,195,714 4,412 1.48 %
Senior notes58,618 942 6.52 %— — — %
Junior subordinated debentures64,178 607 3.84 %73,123 789 4.34 %
Total interest-bearing liabilities5,942,482 12,760 0.87 %6,260,651 22,086 1.42 %
Non-interest-bearing liabilities:
Non-interest bearing demand deposits925,266 757,599 
Accounts payable, accrued liabilities and other liabilities93,450 88,894 
Total non-interest-bearing liabilities1,018,716 846,493 
Total liabilities6,961,198 7,107,144 
Stockholders’ equity785,061 844,200 
Total liabilities and stockholders' equity$7,746,259 $7,951,344 
Excess of average interest-earning assets over average interest-bearing liabilities$1,305,023 $1,202,042 
Net interest income$47,569 $49,229 
Net interest rate spread2.51 %2.42 %
Net interest margin (5)2.66 %2.65 %
Cost of total deposits (6)0.60 %1.18 %
Ratio of average interest-earning assets to average interest-bearing liabilities121.96 %119.20 %
Average non-performing loans/ Average total loans1.54 %0.58 %

__________________


_____________(1)    Average non-performing loans of $89.2 million and $32.8 million for the three months ended March 31, 2021 and 2020, respectively, are included in the average loan portfolio, net. Interest income that would have been recognized on these non-performing loans totaled $0.8 million and $0.4 million in the three months ended March 31, 2021 and 2020, respectively.
(1)Average non-performing loans of $32.8 million and $19.8 million for the three months ended March 31, 2020 and 2019, respectively, are included in the average loan portfolio net balance.
(2)Includes nontaxable securities with average balances of $49.4 million and $158.0 million for the three months ended March 31, 2020 and 2019, respectively. The tax equivalent yield for these nontaxable securities for the three months ended March 31, 2020 and 2019 was 3.88% and 4.02%, respectively. In the three months ended March 31, 2020 and 2019, the tax equivalent yields were calculated by assuming a 21% tax rate and dividing the actual yield by 0.79.
(3)Includes nontaxable securities with average balances of $72.5 million and $84.6 million for the three months ended March 31, 2020 and 2019, respectively. The tax equivalent yield for these nontaxable securities for the three months ended March 31, 2020 and 2019 was 2.81% and 3.55%, respectively. In the three months ended March 31, 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.

(2)    Includes nontaxable securities with average balances of $54.7 million and $49.4 million for the three months ended March 31, 2021 and 2020, respectively. The tax equivalent yield for these nontaxable securities for the three months ended March 31, 2021 and 2020 was 3.80% and 3.88%, respectively. In 2021 and 2020, the tax equivalent yields were calculated by assuming a 21% tax rate and dividing the actual yield by 0.79.
(3) Includes nontaxable securities with average balances of $56.6 million and $72.5 million for the three months ended March 31, 2021 and 2020, respectively. The tax equivalent yield for these nontaxable securities for the three months ended March 31, 2021 and 2020 was 2.40% and 2.81%, respectively. In 2021 and 2020, 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 FHLB 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.
(6)    Calculated based upon the average balance of total noninterest bearing and interest bearing deposits.
54
59




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,
20212020
(in thousands)
Balance at the beginning of the period$110,902 $52,223 
Charge-offs
Domestic Loans:
Real estate loans
Owner occupied— (27)
Commercial(235)(1,074)
Consumer and others(431)(222)
(666)(1,323)
International Loans (1):
Commercial— (34)
Consumer and others— (251)
— (285)
Total Charge-offs$(666)$(1,608)
Recoveries
Domestic Loans:
Real estate loans
Single-family residential26 30 
Commercial447 61 
Consumer and others44 17 
517 108 
International Loans (1):
Commercial158 124 
Consumer and others29 101 
187 225 
Total Recoveries$704 $333 
Net recoveries (charge-offs)38 (1,275)
Provision for loan losses— 22,000 
Balance at the end of the period$110,940 $72,948 
 Three Months Ended March 31,
 2020 2019
(in thousands)

 
Balance at the beginning of the period$52,223
 $61,762
    
Charge-offs   
Domestic Loans:   
Real estate loans   
Single-family residential
 (87)
Owner occupied(27) 
 (27) (87)
Commercial(1,074) (992)
Consumer and others(222) (109)
 (1,323) (1,188)
    
International Loans (1):   
Commercial(34) (18)
Consumer and others(251) (406)
 (285) (424)
Total Charge-offs$(1,608) $(1,612)
    
Recoveries   
Domestic Loans:   
Real estate loans   
Single-family residential30
 39
Commercial61
 31
Consumer and others17
 1
 108
 71
    
International Loans (1):   
Commercial124
 92
Consumer and others101
 9
 225
 101
Total Recoveries$333
 $172
    
Net charge-offs(1,275) (1,440)
Provision for loan losses22,000
 
Balance at the end of the period$72,948
 $60,322
__________________
__________________
(1)
(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.


55
60





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,
20212020
(in thousands)
Venezuela$— $231 
Other countries— 20 
Total charge offs$ $251 
 Three Months Ended March 31,
 2020 2019
(in thousands)

 
Venezuela$231
 $312
Other countries20
 94
Total charge offs$251
 $406
Three Months Ended March 31, 20202021 and 20192020
During the three months ended March 31, 2020,2021, charge-offs remained relatively flat at $1.6decreased $0.9 million, or 58.6%, compared to the same period of the prior year. Charge-offs duringDuring the first quarter of 2020, included2021, the Company had no net charge-offs, compared to an aggregate of $1.1 million in charge-offs 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 quarter of 2020.The2020. The ratio of net charge-offs over the average total loan portfolio during the three months ended March 31, 2020 decreased 1 basis point towas 0.09% from 0.10% in the samefirst quarter in 2019.2020.
During the three months ended March 31, 2020, weThe Company recorded a provision for loan losses of $22.0 million compared to no provision for loan losses during the same period last year. The increase is mainly duefirst quarter of 2021, compared to a provision of loan losses of $22.0 million recorded in the first quarter of 2020. This was primarily due to the decrease in reserves associated with the COVID-19 pandemic, as a result of improving economic conditions, and lower loan portfolio volumes, offset by downgrades primarily in certain commercial, owner-occupied and residential loans during the period. The ALL associated with the COVID-19 pandemic decreased to $10.5 million as of March 31, 2021 from $19.8 million in the first quarter of 2020 driven by estimated losses reflecting deterioration inat the macro-economic environment as a resultonset of the impactCOVID-19 pandemic.
As of COVID-19 across multiple impacted sectors. In addition,March 31, 2021, the increase in the provision included $1.2 million in additional specific reserves allocated to the multi-loanloan relationship with a South Florida food wholesale borrower disclosedMiami-based U.S. coffee trader (“Coffee Trader”) had an outstanding balance of approximately $19.6 million, net of a $19.3 million charge off recorded in previous quarters, and $1.0 million in additional reserves to cover the charge-offsthird quarter of four commercial loans.
On2020, unchanged from December 31, 2020. As of March 26, 2020,31, 2021 the Company began offering customizedhad a specific loan payment relief optionsloss reserve of $12.3 million ($12.2 million as a result of December 31, 2020) on this relationship. We continue to closely monitor the impact of COVID-19, including interest payment deferralliquidation process and, forbearance options. Consistentas more information becomes available, management may decide to adjust the loan loss reserve for this indebtedness. See “Item 7. Management’s Discussion and Analysis Of Financial Condition And Results Of Operations” included in the 2020 Form 10-K for more details on the loan relationship 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,Coffee Trader.
While it is difficult to estimate the potential outcome due to the uncertain duration and magnitudeextent of the slowdown in U.S.impact of the COVID-19 pandemic on the Company’s credit quality, we continue to proactively and global economic activity. Thecarefully 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 temporary loan payment relief options, including interest-only payments and forbearance options, which are not considered TDRs, it will continue to closely monitor the performance of loansassess its willingness to borrowers in impacted sectors, and will reassess its provisions as conditions evolve. As of May 1, 2020, loans under theseoffer such programs totaled $1,119 million. The Company is closely monitoring the performance of these loans under the terms of the temporary relief granted.over time.



56
61




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,Change
202120202021 vs 2020
Amount%Amount%Amount%
(in thousands, except percentages)
Deposits and service fees$4,106 29.0 %$4,290 19.6 %$(184)(4.3)%
Brokerage, advisory and fiduciary activities4,603 32.5 %4,133 18.9 %470 11.4 %
Change in cash surrender value of bank owned life insurance (“BOLI”)(1)1,356 9.6 %1,414 6.5 %(58)(4.1)%
Securities gains, net (2)2,582 18.2 %9,620 43.9 %(7,038)(73.2)%
Cards and trade finance servicing fees339 2.4 %395 1.8 %(56)(14.2)%
Loss on early extinguishment of FHLB advances, net— — %(7)— %N/M
Other noninterest income (3)1,177 8.3 %2,065 9.3 %(888)(43.0)%
     Total noninterest income$14,163 100.0 %$21,910 100.0 %$(7,747)(35.4)%
 Three Months Ended March 31, Change
 2020 2019 2020 vs 2019
 Amount % Amount % Amount %
(in thousands, except percentages)

 
Deposits and service fees$4,290
 19.6 % $4,086
 31.1% $204
 5.0 %
Brokerage, advisory and fiduciary activities4,133
 18.9 % 3,688
 28.0% 445
 12.1 %
Change in cash surrender value of bank owned life insurance (“BOLI”)(1)1,414
 6.5 % 1,404
 10.7% 10
 0.7 %
Securities gains, net (2)9,620
 43.9 % 4
 % 9,616
 N/M
Cards and trade finance servicing fees395
 1.8 % 915
 7.0% (520) (56.8)%
(Loss) gain on early extinguishment of FHLB advances, net(7)  % 557
 4.2% (564) (101.3)%
Data processing and fees for other services
  % 520
 4.0% (520) (100.0)%
Other noninterest income (3)2,065
 9.3 % 1,982
 15.0% 83
 4.2 %
     Total noninterest income$21,910
 100.0 % $13,156
 100.0% $8,754
 66.5 %


___________
_________________(1)    Changes in cash surrender value of BOLI are not taxable.
(1)Changes in cash surrender value of BOLI are not taxable.
(2)
(2)    Includes net gain on sale of debt securities of $2.9 million and $9.2 million and unrealized gain on change in market value of mutual fund of $0.4 million during the three months ended March 31, 2020.
(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, 2021 and 2020, respectively, and 2019unrealized losses of $0.4 million and unrealized gain of $0.4 million during the three months ended March 31, 2021 and 2020, respectively, related to the change in market value of mutual funds.
Total noninterest(3)    Includes income increased $8.8from derivative transactions with customers totaling $0.2 million or 66.5%,and $0.9 million in the three months ended March 31, 2021 and 2020, compared torespectively. Other sources of income in the same periodperiods shown consist of 2019. The increase was mainly driven by a $9.2 million net gainrental income, income from foreign currency exchange transactions with customers and valuation income on the sale of securities, particularly oninvestment balances held in the sale of 20-year Treasury securities replaced with longer-duration bonds to mitigate higher expected prepayments on mortgage-related securities in a low interest rate market. In addition, there was an increase in brokerage, advisorynon-qualified deferred compensation plan.
N/M Means not meaningful

Three Months Ended March 31, 2021 and fiduciary activities2020
Total noninterest income decreased $7.7 million, or 35.4%, in the first quarter of 2020. These increases were2021 compared to the same quarter last year, mainly due to a $7.0 million decrease in net gains on securities and lower other noninterest income The decrease in noninterest income was partially offset by the absence of a $0.6 million gain on an early termination of FHLB advances recognizedhigher brokerage, advisory and fiduciary fees in the first quarter of 2019, lower cards servicing fees, the absence of data processing and fees for other services provided2021 compared to the Former Parent and its affiliates, as well as lower wire transfer fees, attributable to the implementation of Zelle® that begansame quarter in the fourth quarter of 2019.2020.
Brokerage, advisory and fiduciary activities increased $0.4Other noninterest income decreased $0.9 million, or 12.1%43.0%, in the three months ended March 31, 2020first quarter of 2021 compared to the same period last year, mainly due to an improved allocationa decrease of AUMs into our$0.7 million, or 75.0%, in income from derivative transactions with customers.
Brokerage, advisory services and higher volume of customer trading activity as a result offiduciary activities increased market volatility.
Cards servicing fees declined $0.5 million or 56.8%11.4%, in the three months ended March 31, 20202021 compared to the same quarterperiod last year, mainlyyear. This was primarily due to higher volume of customer trading activity following increased market volatility and advisory services executed during the discontinuationfirst quarter of 2021.
Our AUMs totaled $2.02 billion at March 31, 2021, an increase of $46.5 million, or 2.4%, from $1.97 billion at December 31, 2020,primarily driven by increased market value. Net new assets in the first quarter of 2021 represent $4.1 million, or 0.2%, compared to December 31, 2020, driven by continued execution of the Company's credit card program.
InCompany’s client-focused and relationship-centric strategy. Amerant remains focused on growing AUMs, both domestically and internationally, in efforts to further build up the three months ended March 31, 2020, there were no data processingfranchise and fees for other services compared to $0.5 million in the same period last year, as services previously provided tostrengthen the Company’s Former Parent and its affiliates ended in the third quarter of 2019.fee-driven business.


57
62




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 March 31,Change
2020 2019 2020 vs 2019202120202021 vs 2020
Amount % of Total Amount % of Total Amount % of TotalAmount%Amount%Amount%
(in thousands, except percentages)

 (in thousands, except percentages)
Salaries and employee benefits$29,326
 65.4% $33,437
 64.4% $(4,111) (12.3)%
Salaries and employee benefits (1)Salaries and employee benefits (1)$26,427 60.6 %$29,326 65.4 %$(2,899)(9.9)%
Occupancy and equipment3,803
 8.5% 4,042
 7.8% (239) (5.9)%Occupancy and equipment4,488 10.3 %3,803 8.5 %685 18.0 %
Professional and other services fees (2)Professional and other services fees (2)3,784 8.7 %2,954 6.6 %830 28.1 %
Telecommunications and data processing3,464
 7.7% 3,026
 5.8% 438
 14.5 %Telecommunications and data processing3,727 8.5 %3,464 7.7 %263 7.6 %
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 %Depreciation and amortization1,786 4.1 %1,959 4.4 %(173)(8.8)%
FDIC assessments and insurance1,118
 2.5% 1,393
 2.7% (275) (19.7)%FDIC assessments and insurance1,755 4.0 %1,118 2.5 %637 57.0 %
Other operating expenses (1)2,243
 4.9% 4,661
 9.0% (2,418) (51.9)%
Other operating expenses (3)Other operating expenses (3)1,658 3.8 %2,243 4.9 %(585)(26.1)%
Total noninterest expenses$44,867
 100.0% $51,945
 100.0% $(7,078) (13.6)% Total noninterest expenses$43,625 100.0 %$44,867 100.0 %$(1,242)(2.8)%
_______
(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.

(1)    Includes $0.5 million in connection with a Long Term Incentive Compensation Program adopted in the first quarter of 2021.
(2)    Other service fees include expense on derivative contracts.
(3)    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, 20202021 and 20192020
Noninterest expense decreased by $7.1$1.2 million, or 13.6%2.8%, in the three months ended March 31, 20202021 compared to the same period in 2019,2020, primarily driven by lower salaries and employee benefits and lower other operating expenses,expenses. These decreases were partially offset by higher professional and serviceother services fees, occupancy and equipment costs and FDIC assessments and insurance expenses. These declines were partially offset by higher telecommunications and data processing expenses duringin the first quarter of 20202021, compared to the same period last year.
Salaries and employee benefits decreased by $4.1$2.9 million, or 12.3%9.9%, in the first quarter of 2021 compared to the same period one year ago, mainly as a result of the company’s ongoing transformation and efficiency improvement efforts. The decrease in salaries and employee benefits was partially offset by an increase of $0.8 million in bonus compensation in the first quarter of 2021 compared to the same period in 2020 resulting from: (i) adjustments to the Company’s variable compensation programs, at expected performance levels, after having curtailed them during 2020 in response to the COVID-19 pandemic, and (ii) the adoption of a new long-term equity incentive compensation program in the first quarter of 2021.
Other operating expenses decreased $0.6 million, or 26.1%, in the three months ended March 31, 20202021 compared to the same period last year. This wasyear, mainly driven by staff reductions completed in 2019due to lower marketing expenses and 2018other expenses.
Professional and the decline in stock-based compensation expense during the first quarter of 2020. In the three months ended March 31, 2020, we recorded stock-based compensation expense of $0.3other services fees increased $0.8 million, compared to $1.5 million in the same quarter one year ago. There were no staff reduction costsor 28.1%, in the first quarter of 2019.2021 compared to the same period one year ago. This increase was mainly driven by: (i) higher consulting fees, primarily in connection with the design of the Company’s new compensation programs, and fees in connection with renegotiation of certain contracts with vendors, and (ii) higher other professional fees.
Other operating expenses decreased by $2.4


63


Occupancy and equipment costs increased $0.7 million, or 51.9%18.0%, in the three months ended March 31, 2020 compared to the same period last year. This was mainly due to the absence of rebranding costs in the first quarter of 2020 compared to $0.9 million of rebranding costs in the same period last year related to the Company’s transformation efforts.
FDIC assessments and insurance expense decreased by $0.3 million in the three months ended March 31, 2020. The decrease was primarily due to lower FDIC assessment costs due to credits received in the first quarter of 2020.
Telecommunication and data processing expenses increased by $0.4 million in the three months ended March 31, 20202021 compared to the same period last year, mainly driven by an increase in software services,the additional rent expense associated with the Company’sBeacon Operations Center. The Company sold its Beacon Operations Center in the fourth quarter of 2020. Following the sale of the Beacon Operations Center, the Company leased-back the property for a two-year term. In the first quarter of 2021, the rent expense linked to the Beacon Operations Center was partially offset by the absence of $0.2 million of depreciation expense recorded in the same period last year, when we still owned the property. This depreciation expense of $0.2 million is included as part of “Depreciation and amortization” in the table above.

FDIC assessments and insurance expenses increased $0.6 million, or 57.0%, in the first quarter of 2021 compared to the same period last year, mainly due to the absence of credits received in the first quarter of 2020.

Adjusted noninterest expense totaled $43.4 million in the first quarter of 2021, a decrease of $1.1 million, or 2.5%, from $44.5 million in the first quarter of 2020. Restructuring expenses totaled $0.2 million in the first quarter of 2021, a decrease of $0.1 million, or 32.2%, compared to $0.4 million in the first quarter of 2020, due to lower severance and digital transformation.transformation expenses.



We remain dedicated to finding new ways to increase efficiencies across the Company while simultaneously providing an enhanced banking experience for customers. As part of these continued efforts, the Company completed the full rollout of nCino for commercial use in the first quarter of 2021, a significant milestone in the Company's digital transformation. The Company expects to complete the rollout of nCino for Retail use in the second half of 2021. See “Item 7. Management’s Discussion and Analysis Of Financial Condition And Results Of Operations” included in the 2020 Form 10-K for more details.


58




Income Taxes
The table below sets forth information related to our income taxes for the periods presented.
Three Months Ended March 31,Change
202120202021 vs 2020
(in thousands, except effective tax rates and percentages)
Income tax expense$3,648 $890 $2,758 309.89 %
Effective income tax rate20.15 %20.83 %(0.68)%(3.26)%
 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)%
TheIn the first quarter of 2021, income tax expense forincreased to $3.6 million from $0.9 million compared to the three months ended March 31,first quarter of 2020, and 2019 reflectsmainly driven by higher income before income taxes in 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%.
first quarter of 2021. As of March 31, 2020,2021, the Company’s net deferred tax asset was $4.9assets were $15.6 million, a declinean increase of $0.5$3.9 million, or 33.5%, compared to $5.5$11.7 million as of December 31, 2019.2020. This decreaseincrease was mainly driven by an increasea decrease of $26.1$15.5 million in net unrealized holding gains on available for sale securities during the first quarter of 2020.

2021.
59
64





Financial Condition - Comparison of Financial Condition as of March 31, 20202021 and December 31, 20192020
Assets. Total assets were $8.1flat at $7.8 billion as of March 31, 2020, an increase of $113.4 million, or 1.4%,2021 compared to $8.0 billion as of December 31, 2019. This change includes increases2020. In the first quarter of $149.7 million and $30.2 million in2021, cash and cash equivalents and total securities, respectively,other assets increased $19.1 million, or 8.9%, and $41.6 million, or 44.3%, respectively. The $41.6 million, or 44.3%, increase in other assets was mainly driven by the adoption of the new accounting guidance on leases.This increase was partially offset by a decrease of $96.7$88.6 million, or 1.5% in total loans held for investment net of the allowance for loan losses. See “—Average Balance Sheet, Interest and Yield/Rate Analysis” for detailed information, including changes in the composition of our interest-earning assets.assets, and Note 1 to our unaudited interim financial statements in this Form 10-Q for more details on the new guidance on leases.

Cash and Cash Equivalents. Cash and cash equivalents increased to $271.1$233.5 million at March 31, 20202021 from $121.3$214.4 million at December 31, 2019.2020. The increase of $149.7$19.1 million or 123.4% 8.9%, iswas mainly 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.Reserve.
Cash flows provided by operating activities were $3.2was $7.0 million in the three months ended March 31, 2020. This was primarily attributed to2021, mainly driven by the net income inof $14.5 million recorded during the period.
Net cash provided by investing activities was $74.8$67.5 million during the three months ended March 31, 2020,2021, mainly driven byby: (i) maturities, sales, calls and callspaydowns of securities available for sale and FHLB stock totaling $196.7$115.1 million and $7.3$8.5 million, respectively, and (ii) a net decrease in loans of $61.6 million, and proceeds from loan portfolio sales totaling $13.1$86.4 million. These proceeds were partially offset by purchases of available for sale and held to maturity securities and FHLB stock totaling $197.5$96.2 million and $8.5$50.3 million, respectively.
In the three months ended March 31, 2020,2021, net cash provided byused in financing activities was $71.8$55.4 million. These activities includedincluded: (i) a $121.1$159.4 million increasedecrease in time deposits and $30.0 million in net proceeds from FHLB advances. These proceeds were partially offset by a $36.0 million net decrease in total demand, savings and money market deposit balances,(ii) the redemption of $28.1 million in junior subordinated debentures and the $15.2$1.9 million repurchase of shares of Class B common stock both completed in the first quarter of 2020.2021, under the 2021 Stock Repurchase Program. These disbursements were partially offset by a $105.9 million net increase in total demand, savings and money market deposit balances. See “—Capital Resources and Liquidity Management” for more information on the Senior Notes.
Loans
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, 2019
(in thousands, except percentages)

 
Total loans, gross (1)$5,668,327
 $5,744,339
Total loans, gross / total assets70.0% 71.9%
    
Allowance for loan losses$72,948
 $52,223
Allowance for loan losses / total loans, gross (1) (2)1.29% 0.91%
    
Total loans, net (3)$5,595,379
 $5,692,116
Total loans, net / total assets69.1% 71.3%
_______________
(1)
Total loans, gross are outstanding loan principal balance net of deferred loan fees and costs, excluding loans held for sale and the allowance for loan losses.
(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 deferred loan fees and costs, excluding loans held for sale and net of the allowance for loan losses.


March 31, 2021December 31, 2020
(in thousands, except percentages)
Total loans, gross (1)$5,753,794 $5,842,337 
Total loans, gross / total assets74.2 %75.2 %
Allowance for loan losses$110,940 $110,902 
Allowance for loan losses / total loans, gross (1) (2)1.93 %1.9 %
Total loans, net (3)$5,642,854 $5,731,435 
Total loans, net / total assets72.8 %73.8 %
_______________
(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. At March 31, 2021, the Company had $1.0 million in loans held for sale. There were no loans held for sale at December 31, 2020.
(2)    See Note 5 of our audited consolidated financial statements in the Form 10-K for the year ended December 31, 2020 and Note 5 of these unaudited interim consolidated financial statements for more details on our impairment models.
60
65




(3)    Total loans, net are outstanding loan principal balance net of unamortized deferred nonrefundable loan origination fees and loan origination costs, net of the allowance for loan losses.


The composition of our CRE loan portfolio by industry segment at March 31, 20202021 and December 31, 20192020 is depicted in the following table:
(in thousands)March 31, 2020 December 31, 2019
Retail (1)$1,144,093
 $1,143,565
Multifamily834,016
 801,626
Office space447,408
 453,328
Land and construction225,179
 278,688
Hospitality196,209
 198,807
Industrial and warehouse87,583
 96,102
 $2,934,488
 $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.


(in thousands)March 31, 2021December 31, 2020
Retail (1)$1,064,988 $1,097,329 
Multifamily722,783 737,696 
Office space368,014 390,295 
Land and construction351,502 349,800 
Hospitality191,197 191,750 
Industrial and warehouse89,768 70,465 
$2,788,252 $2,837,335 
_________
(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.

61
66




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, 2021December 31, 2020
Domestic Loans:
Real Estate Loans
Commercial real estate (CRE)
Non-owner occupied$1,713,967 $1,749,839 
Multi-family residential722,783 737,696 
Land development and construction loans351,502 349,800 
2,788,252 2,837,335 
Single-family residential536,965 543,076 
Owner occupied940,126 947,127 
4,265,343 4,327,538 
Commercial loans1,065,160 1,103,501 
Loans to depository institutions and acceptances (1)16,648 16,629 
Consumer loans and overdrafts (2)273,584 241,771 
Total Domestic Loans5,620,735 5,689,439 
International Loans:
Real Estate Loans
Single-family residential (3)88,333 96,493 
Commercial loans39,434 51,049 
Loans to depository institutions and acceptances10 
Consumer loans and overdrafts (4)5,282 5,349 
Total International Loans133,059 152,898 
Total Loan Portfolio$5,753,794 $5,842,337 

__________________
(1)    Mostly comprised of loans secured by cash or U.S. Government securities.
(2)    Includes customers’ overdraft balances totaling $0.4 million and $0.7 million as of March 31, 2021 and December 31, 2020, respectively.
(3)    Secured by real estate properties located in the U.S.
(4)    International customers’ overdraft balances were de minimis at each of the dates presented.

(in thousands)March 31, 2020 December 31, 2019
Domestic Loans: �� 
Real Estate Loans   
Commercial real estate (CRE)   
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 residential464,252
 427,431
Owner occupied923,260
 894,060
 4,322,000
 4,293,607
Commercial loans1,027,403
 1,190,193
Loans to depository institutions and acceptances (1)16,568
 16,547
Consumer loans and overdrafts (2) (3)131,797
 72,555
Total Domestic Loans5,497,768
 5,572,902
    
International Loans:   
Real Estate Loans   
Single-family residential (4)105,088
 111,671
Commercial loans57,348
 43,850
Loans to depository institutions and acceptances8
 5
Consumer loans and overdrafts (3) (5)8,115
 15,911
Total International Loans170,559
 171,437
Total Loan Portfolio$5,668,327
 $5,744,339
67
__________________
(1)Secured by cash or U.S. Government securities.
(2)
Includes customers’ overdraft balances totaling $0.7 million and $1.3 million as of March 31, 2020 and December 31, 2019, respectively.
(3)There were no outstanding credit card balances as of March 31, 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, 2020,2021, the loan portfolio decreased $76.0was $5.8 billion, down $87.5 million, or 1.3%1.5%, to $5.7 billion, compared to December 31, 2019. 2020. Domestic loans decreased $67.7 million, or 1.2%, as of March 31, 2021, compared to December 31, 2020. The decrease in total domestic loans includes net decreases of $49.1 million, $38.3 million, $7.0 million and $5.1 million in domestic CRE loans, commercial loans, owner occupied loans and single-family residential loans, respectively. The decrease in the loan portfolio in the first quarter of 2021 is primarily attributable to loan prepayments, and lower loan production which continued to be challenged as a result of the COVID-19 pandemic despite early signs of recovery in economic activity. These decreases were partially offset by an increase of $31.8 million in domestic consumer loans. The decrease in commercial loans during the first quarter of 2021 includes PPP loan prepayments of around $111.3 million partially offset by new PPP loan originations of $81.5 million in the first quarter of 2021. The increase in consumer loans includes $61.7 million in high-yield indirect consumer loans purchased during the first quarter of 2021.
The Company originated $81.5 million in new PPP loans during the first quarter of 2021, and received $111.3 million of prepayments in connection with PPP loan forgiveness applications, in line with program guidelines. PPP loan forgiveness is provided for under the CARES Act and consists of full payment by the Small Business Administration of the unpaid principal balance and accrued interest after loan forgiveness to eligible borrowers has been approved. As of March 31, 2021, total PPP loans outstanding were $164.8 million, or 2.9% of total loans, compared to $198.5 million, or 3.4% of total loans as of December 31, 2020.
As of March 31, 2021, loans under syndication facilities were $442.9 million, a decline of $5.2 million, or 1.2%, compared to $448.1 million at December 31, 2020. As of March 31, 2021, syndicated loans that financed highly leveraged transactions were $22.1 million, or 0.1%, of total loans, compared to $19.2 million, or 0.3%, of total loans as of December 31, 2020.
Loans to international customers, primarily from Latin America, declined by $0.9$19.8 million, or 0.5%13.0%, asduring the first quarter of March 31, 2020,2021 compared to December 31, 2019. The domestic loan exposure decreased $75.1 million, or 1.3%, as of March 31, 2020, compared to December 31, 2019. The decline in total domestic loans includes net decreases of $162.8 million and $37.6 million in Commercial and CRE loans, respectively, partially offset by net increases of $29.2 million, $36.8 million and $59.2 million in owner occupied loans, single-family residential loans and consumer loans, respectively. The increase in consumer loans includes $60 million in high-yield indirect consumer loans purchased during the quarter. The overall decrease in domestic loans was 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 the COVID-19 pandemic.

62



As of March 31, 2020, syndicated loans that financed highly leveraged transactions were $21.8 million, or 0.4%, of total loans, compared to $35.7 million, or 0.6%, of total loans as of December 31, 2019.2020.
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, 2019March 31, 2021December 31, 2020
Net Exposure (1) 
%
Total Assets
 Net Exposure (1) 
%
Total Assets
Net Exposure (1)
%
Total Assets
Net Exposure (1)
%
Total Assets
(in thousands, except percentages)

 (in thousands, except percentages)
Venezuela (2)$97,944
 1.2% $112,297
 1.4%Venezuela (2)$77,600 1.0 %$86,930 1.1 %
Other (3)72,615
 0.9% 59,140
 0.7%Other (3)55,459 0.7 %65,968 0.9 %
Total$170,559
 2.1% $171,437
 2.1%Total$133,059 1.7 %$152,898 2.0 %
_________________
(1)
Consists of outstanding principal amounts, net of collateral of cash, cash equivalents or other financial instruments totaling $14.5million and $15.2
(1)    Consists of outstanding principal amounts, net of collateral of cash, cash equivalents or other financial instruments totaling $13.1 million and $13.3 million as of March 31, 2021 and December 31, 2020, and December 31, 2019, respectively.
(2)Includes mortgage loans for single-family residential properties located in the U.S. totaling $97.5 million and $104.0 million as of March 31, 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.

(2)    Includes mortgage loans for single-family residential properties located in the U.S. totaling $77.5 million and $86.7 million as of March 31, 2021 and December 31, 2020, 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.
68


The maturities of our outstanding international loans were:
March 31, 2020 December 31, 2019March 31, 2021December 31, 2020
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 year1-3 YearsMore than 3 yearsTotalLess than 1 year1-3 YearsMore than 3 yearsTotal
(in thousands)

   (in thousands)
Venezuela (1)$24
 $97,920
 $
 $97,944
 $8,141
 $3,617
 $100,539
 $112,297
Venezuela (1)$417 $6,799 $70,384 $77,600 $420 $7,199 $79,311 $86,930 
Other (2)
 72,615
 
 72,615
 6,146
 9,282
 43,712
 59,140
Other (2)5,974 15,200 34,285 55,459 16,098 15,226 34,644 65,968 
Total (3)$24
 $170,535
 $
 $170,559
 $14,287
 $12,899
 $144,251
 $171,437
Total (3)$6,391 $21,999 $104,669 $133,059 $16,518 $22,425 $113,955 $152,898 
_________________
(1)Includes mortgage loans for single-family residential properties located in the U.S. totaling $97.5 million and $104.0
(1)    Includes mortgage loans for single-family residential properties located in the U.S. totaling $77.5 million and $86.7 million as of March 31, 2021 and December 31, 2020, 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 $13.1 million and $13.3 million as of March 31, 2021 and December 31, 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 million and $15.2 million as of March 31, 2020 and December 31, 2019, respectively.

63
69




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, 2019March 31, 2021December 31, 2020
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 LoansAllowance% of Loans in Each Category to Total Loans
(in thousands, except percentages)

 (in thousands, except percentages)
Domestic Loans       Domestic Loans
Real estate$36,430
 51.8% $25,040
 51.7%Real estate$48,291 48.0 %$50,227 48.2 %
Commercial28,255
 36.5% 22,132
 38.1%Commercial49,084 37.8 %48,035 38.0 %
Financial institutions42
 0.3% 42
 0.3%Financial institutions— 0.3 %— 0.3 %
Consumer and others (1)5,695
 8.4% 1,677
 6.9%Consumer and others (1)11,812 11.6 %10,729 6.9 %
70,422
 97.0% 48,891
 97.0%109,187 97.7 %108,991 97.4 %
       
International Loans (2)       International Loans (2)
Commercial807
 1.0% 350
 0.8%Commercial118 0.7 %95 0.9 %
Financial institutions
 % 
 %Financial institutions— %— %
Consumer and others (1)1,719
 2.0% 2,982
 2.2%Consumer and others (1)1,634 1.6 %1,815 1.7 %
2,526
 3.0% 3,332
 3.0%1,753 2.3 %1,911 2.6 %
       
Total Allowance for Loan Losses$72,948
 100.0% $52,223
 100.0%Total Allowance for Loan Losses$110,940 100.0 %$110,902 100.0 %
% of Total Loans1.29%   0.91%  % of Total Loans1.93 %1.90 %
__________________
(1)
Includes: (i) credit card receivables to cardholders for whom charge privileges have been stopped as of December 31, 2019; and (ii)
(1)     Includes 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, 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.


(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, 2020,first quarter of 2021, the shiftchanges in the allocation of the ALL waswere driven by loan composition changes, primarily as a result of: (i) the purchase ofincrease in domestic consumer loans in the first quarter of 2021, and (ii) the reduction of the international credit cards, coupled withCRE portfolio in the first quarter of 2021. In addition, the change in allocation of the ALL in the first quarter of 2021, includes changes in the allocation of the loan loss provisions increase due to the estimated impact of the COVID-19 pandemic among the respective impacted portfolios, mostlymainly domestic real estate, domestic commercial and domestic consumer. The ALL associated with the COVID-19 pandemic was $10.5 million as of March 31, 2021, a decrease from $14.8 million as of December 31, 2020.





64
70






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, 2019March 31, 2021December 31, 2020
(in thousands)

 (in thousands)
Non-Accrual Loans (1)   Non-Accrual Loans (1)
Domestic Loans:   Domestic Loans:
Real Estate Loans   Real Estate Loans
Commercial real estate (CRE)   Commercial real estate (CRE)
Non-owner occupied$1,936
 $1,936
Non-owner occupied$8,515 $8,219 
Multi-family residentialMulti-family residential11,369 11,340 
19,884 19,559 
Single-family residential5,340
 5,431
Single-family residential8,622 8,778 
Owner occupied13,897
 14,130
Owner occupied12,527 12,815 
21,173
 21,497
41,033 41,152 
Commercial loans9,993
 9,149
Commercial loans (2)Commercial loans (2)45,282 44,205 
Consumer loans and overdrafts443
 390
Consumer loans and overdrafts256 219 
Total Domestic31,609
 31,036
Total Domestic86,571 85,576 
   
International Loans: (2)   
International Loans: (3)International Loans: (3)
Real Estate Loans   Real Estate Loans
Single-family residential1,737
 1,860
Single-family residential2,192 1,889 
Consumer loans and overdrafts24
 26
Consumer loans and overdrafts14 14 
Total International1,761
 1,886
Total International2,206 1,903 
Total Non-Accrual Loans$33,370
 $32,922
Total Non-Accrual Loans$88,777 $87,479 
   
Past Due Accruing Loans (3)   
Past Due Accruing Loans (4)Past Due Accruing Loans (4)
Domestic Loans:Domestic Loans:
Real Estate LoansReal Estate Loans
Commercial real estate (CRE)Commercial real estate (CRE)
Non-owner occupiedNon-owner occupied$743 $— 
Owner occupiedOwner occupied— 220 
Consumer loans and overdraftsConsumer loans and overdrafts
Total DomesticTotal Domestic746 221 
   
International Loans:   International Loans:
Real Estate Loans   Real Estate Loans
Single-family residential5
 
Single-family residential— — 
Consumer loans and overdrafts12
 5
Consumer loans and overdrafts— — 
Total International17
 5
Total International— — 
Total Past Due Accruing Loans$17
 $5
Total Past Due Accruing Loans$746 $221 
   
Total Non-Performing Loans$33,387
 $32,927
Total Non-Performing Loans$89,523 $87,700 
Other Real Estate Owned42
 42
Other Real Estate Owned400 427 
Total Non-Performing Assets$33,429
 $32,969
Total Non-Performing Assets$89,923 $88,127 
__________________
(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, 2020 and December 31, 2019, non-performing TDRs include $9.7 million and $9.8 million, respectively, in a multiple loan relationship to a South Florida borrower.
(2)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)Loans past due 90 days or more but still accruing.


65
71




(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, 2021 and December 31, 2020, non-performing TDRs include $9.8 million and $8.4 million, respectively, in a multiple loan relationship to a South Florida borrower.
(2)    As of March 31, 2021 and December 31, 2020, includes a $19.6 million commercial relationship placed in nonaccrual status during the second quarter of 2020. During the third quarter of 2020, the Company charged off $19.3 million against the allowance for loan losses as a result of the deterioration of this commercial relationship.
(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.
(4)    Loans past due 90 days or more but still accruing.

At March 31, 2020,2021, non-performing assets increased $0.5$1.8 million, or 1.4%2.0%, compared to December 31, 2019. The increase2020.This was primarily driven by the placement in non-performing assets was mainly due to the addition ofnonaccrual status of: (i) three commercial loans totaling $2.3 million and$1.7 million; (ii) two single-family loans totaling $0.6 million. This increase was offset mainly by the charge-off of four commercial$1.2 million, and (iii) two owner occupied loan loans totaling $1.1 million,$1.4 million. These increases were partially offset by loan paydowns and payoffs during the paydownfirst quarter of one commercial loan of $0.4 million and three single family residential loans totaling $0.6 million.2021.

We recognized no interest income on nonaccrual loans during the three months ended March 31, 20202021 and 2019.2020. Additional interest income that we would have recognized on these loans had they been currentperforming in accordance with their original terms in each of the three months ended March 31, 2021 and 2020 and 2019 was $0.4 million.$0.8 million and$0.4 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, 2021December 31, 2020
(in thousands)Special MentionSubstandardDoubtfulTotal (1)Special MentionSubstandardDoubtfulTotal (1)
Real Estate Loans
Commercial Real
Estate (CRE)
Non-owner
occupied
$45,206 $5,684 $3,576 $54,466 $46,872 $4,994 $3,969 $55,835 
Multi-family residential— 11,369 — 11,369 — 11,340 — 11,340 
Land development
and
construction
 loans
— — — — 7,164 — — 7,164 
45,206 17,053 3,576 65,835 54,036 16,334 3,969 74,339 
Single-family residential— 10,814 — 10,814 — 10,667 — 10,667 
Owner occupied21,045 12,627 — 33,672 22,343 12,917 — 35,260 
66,251 40,494 3,576 110,321 76,379 39,918 3,969 120,266 
Commercial loans (2)43,313 21,045 25,917 90,275 42,434 21,152 23,256 86,842 
Consumer loans and
overdrafts
— 298 — 298 — 238 — 238 
$109,564 $61,837 $29,493 $200,894 $118,813 $61,308 $27,225 $207,346 
 March 31, 2020 December 31, 2019
(in thousands)Special Mention Substandard Doubtful Total (1) Special Mention Substandard Doubtful Total (1)
Real Estate Loans               
Commercial Real Estate (CRE)               
Non-owner occupied$
 $757
 $1,936
 $2,693
 $9,324
 $762
 $1,936
 $12,022
Multi-family residential
 
 
 
 
 
 
 
Land development and construction loans9,852
 
 
 9,852
 9,955
 
 
 9,955
 9,852
 757
 1,936
 12,545
 19,279
 762
 1,936
 21,977
Single-family residential
 7,082
 
 7,082
 
 7,291
 
 7,291
Owner occupied7,190
 14,005
 
 21,195
 8,138
 14,240
 
 22,378
 17,042
 21,844
 1,936
 40,822
 27,417
 22,293
 1,936
 51,646
Commercial loans2,587
 9,459
 2,643
 14,689
 5,569
 8,406
 2,669
 16,644
Consumer loans and overdrafts
 41
 434
 475
 
 67
 357
 424
 $19,629
 $31,344
 $5,013
 $55,986
 $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 March 31, 2021 and December 31, 2020, includes $19.6 million in a commercial relationship placed in nonaccrual status and downgraded during the second quarter of 2020. As of March 31, 2021 and December 31, 2020, Substandard loans include $7.3 million, and doubtful loans include $12.3 million, related to this commercial relationship. During the third quarter of 2020, the Company charged off $19.3 million against the allowance for loan losses as a result of the deterioration of this commercial relationship.

66
72








AtClassified loans, which includes substandard and doubtful loans, totaled $91.3 million at March 31, 2020, substandard loans increased $0.62021, compared to $88.5 million and $36.4 million at December 31, 2020. This increase of $2.8 million, or 1.9%3.2%, compared to December 31, 2019. The increase2020 was mainly attributed toprimarily driven by the additiondowngrade of four commercial loans totaling $2.5$3.2 million, and two single-family loans totaling $0.6$1.2 million, and one CRE loan of $0.7 million. These increases were partially offset by loan paydowns and payoffs during the first quarter of 2021.

Special mention loans as of March 31, 2021 totaled $109.6 million, a decrease of $9.2 million, or 7.8%, from $118.8 million as of December 31, 2020. This increasedecrease was offset mainly byprimarily due to paydowns and payoffs of approximately $10.2 million and the charge-off of four commercial loans totaling $1.1 million, the paydowndowngrade of one commercial loan of $0.4 million and three single family residential loans totaling $0.6 million.
At March 31, 2020, special mention loans decreased $13.4 million, or 40.5%, compared to December 31, 2019. This was mainly due to the upgrade of three CRE loans totaling $9.3 million to pass, the upgrade of one owner occupied loan for $0.9 million to pass, the paydown of three commercial loans totaling $1.2 million, the downgrade of two commercial loans totaling $1.7$1.6 million to substandard, and the upgrade of one commercial loan of $0.4 million to pass. The decrease waspartially offset by the downgrade of one $2.8 million commercial loan of $0.2 millionrelationship to special mention during the period.mention. All special mention loans remain current.
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 ofremained current at March 31, 2020.
Due to the discontinuation of the credit card product, credit card charge-offs during the first quarter of 2020 totaled $0.4 million, all of which were already reserved. The Company experienced no unanticipated losses during the first quarter of 2020 as a result of the discontinuation of its credit card products.2021.
On March 26, 2020, the Company began offering customized loan payment relief options to customers impacted by the COVID-19 pandemic, including deferral and/or forbearance options. These programs continued throughout 2020 and in the first quarter of 2021. Loans which have been modified under these programs totaled $1.1 billion as a resultof March 31, 2021. As of March 31, 2021, $62.1 million, or 1.1% of total loans, were still under the deferral and/or forbearance period, an increase from $43.4 million, or 0.7% at December 31, 2020. This increase was primarily due to new modifications granted to two CRE retail loans in New York totaling $37.1 million and one multifamily loan in New York totaling $2.4 million, partially offset by $20.7 million in loans that resumed regular payments after deferral and/or forbearance periods ended. The Company began to selectively offer additional temporary loan modifications under programs that allow it to extend the deferral and/or forbearance period beyond 180 days. The aforementioned $62.1 million includes $19.8 million of loans that mature in the second quarter of 2021, $5.2 million that mature in the third quarter of 2021, and $37.1 million that mature in first quarter of 2022. Additionally, 99.5% of the impactloans under deferral and/or forbearance are secured by real estate collateral with average Loan to Value (“LTV”) of COVID-19, including interest payment deferral and68.2%. All loans that have moved out of forbearance options. Consistentstatus have resumed regular payments. In accordance with accounting and regulatory guidance, temporary modifications granted underloans to borrowers benefiting from these programsmeasures 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 continuecontinues to closely monitor the performance of the remaining 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 loansdeferral and/or forbearance periods under the terms of the temporary relief granted.


While it is difficult to estimate the extent of the impact of the COVID-19 pandemic on the Company’s credit quality, we continue 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 temporary loan payment relief options, including interest-only payments and forbearance options, which are not considered TDRs, it will continue to assess its willingness to offer such programs over time.
67
73






Potential problem loans, which are accruing loans classified as substandard and are less than 90 days past due, at March 31, 20202021 and December 31, 2019,2020, are as follows:
(in thousands)March 31, 2020 December 31, 2019(in thousands)March 31, 2021December 31, 2020
Real estate loans   Real estate loans
Commercial real estate (CRE)   Commercial real estate (CRE)
Non-owner occupied$757
 $762
Non-owner occupied$— $744 
Owner occupied108
 110
Owner occupied100 102 
865
 872
100 846 
Commercial loans2,108
 1,926
Commercial loans1,676 198 
Consumer loans and overdrafts (1)8
 9
Consumer loans and overdrafts (1)29 — 
$2,981
 $2,807
$1,805 $1,044 
__________
(1) Corresponds to international consumer loans.



At March 31, 2020,2021, total potential problem loans increased $0.2$0.8 million, or 6.2%72.9%, compared to December 31, 2019.2020. The increase iswas mainly attributeddue to one commercial loan totaling $0.2 million.


of $1.5 million downgraded to the substandard classification in the first quarter of 2021. This commercial loan remained current and in accrual status at March 31, 2021. The increase in potential problem loans was partially offset by one owner-occupied loan of $0.7 million that became non-performing in the first quarter of 2021.
68
74




Securities
The following table sets forth the book value and percentage of each category of securities at March 31, 20202021 and December 31, 2019.2020. 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, 2019March 31, 2021December 31, 2020
Amount % Amount %Amount%Amount%
(in thousands, except percentages)

 (in thousands, except percentages)
Debt securities available for sale:       Debt securities available for sale:
U.S. government agency debt$253,182
 14.3% $228,397
 13.1%U.S. government agency debt$216,075 15.7 %$204,578 14.9 %
U.S. government sponsored enterprise debt875,181
 49.4% 933,112
 53.6%
U.S. government-sponsored enterprise debtU.S. government-sponsored enterprise debt610,703 44.5 %661,335 48.1 %
Corporate debt (1) (2)330,194
 18.7% 252,836
 14.5%Corporate debt (1) (2)345,574 25.1 %301,714 22.0 %
U.S. Treasury debt77,325
 4.4% 104,236
 6.0%U.S. Treasury debt2,510 0.2 %2,512 0.2 %
Municipal bonds65,421
 3.7% 50,171
 2.9%Municipal bonds15,339 1.1 %54,944 4.0 %
$1,601,303
 90.5% $1,568,752
 90.1%$1,190,201 86.6 %$1,225,083 89.2 %
       
Debt securities held to maturity (3)$70,336
 4.0% $73,876
 4.3%Debt securities held to maturity (3)$104,657 7.6 %$58,127 4.2 %
       
Equity securities with readily determinable fair value not held for trading (4)24,225
 1.4% 23,848
 1.4%Equity securities with readily determinable fair value not held for trading (4)23,965 1.7 %24,342 1.8 %
       
Other securities (5):$74,123
 4.1% $72,934
 4.2%Other securities (5):$56,469 4.1 %$65,015 4.8 %
$1,769,987
 100.0% $1,739,410
 100.0%$1,375,292 100.0 %$1,372,567 100.0 %
__________________
(1)
March 31, 2020 and December 31, 2019 include $13.4 million and $5.2 million, respectively, in “investment-grade” quality securities issued by corporate entities. The securities issuers were from Canada and Japan in two different sectors at March 31, 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 issuers in the financial services sector represent 1.8% 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.

(1)     March 31, 2021 and December 31, 2020 include $16.4 million and $17.1 million, respectively, in “investment-grade” quality debt securities issued by foreign corporate entities. The securities’ issuers were from Canada and Japan in three different sectors at March 31, 2021 and December 31, 2020.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)    As of March 31, 2021 and December 31, 2020, debt securities in the financial services sector issued by domestic corporate entities represent 2.9% and 2.7% of our total assets, 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.

As of March 31, 2021, total securities decreased by $2.7 million, or 0.2%, to $1.4 billion compared to December 31, 2020. This decrease in the first quarter of 2021, was mainly driven by maturities, sales and calls totaling $127.3 million, mainly debt securities available for sale. These results were partially offset by purchases of $146.5 million, including the purchase of $96.2 million in debt securities available for sale and the purchase of $50.3 million in debt securities held to maturity.
69
75








The following tables set forth the book value, scheduled maturities and weighted average yields for our securities portfolio at March 31, 20202021 and December 31, 2019.2020. 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, 2021
(in thousands, except percentages)TotalLess than a yearOne to five yearsFive to ten yearsOver ten yearsNo maturity
AmountYieldAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Debt securities available for sale
U.S. Government sponsored enterprise debt$610,703 2.39 %$2,484 2.21 %$42,804 2.35 %$62,511 2.92 %$502,904 2.33 %$— — %
Corporate debt-domestic329,207 3.45 %9,577 1.60 %102,320 2.40 %196,518 4.02 %20,792 4.14 %— — %
U.S. Government agency debt216,075 2.06 %77 3.12 %10,155 1.95 %16,461 1.68 %189,382 2.10 %— — %
Municipal bonds15,339 2.83 %— — %— — %12,252 2.84 %3,087 2.79 %— — %
Corporate debt-foreign16,367 2.88 %3,418 1.21 %1,559 0.95 %11,390 3.64 %— — %— — %
U.S. treasury securities2,510 0.34 %1,010 0.56 %1,500 0.19 %— — %— — %— — %
$1,190,201 2.63 %$16,566 1.55 %$158,338 2.32 %$299,132 3.60 %$716,165 2.32 %$— — %
Debt securities held to maturity$104,657 2.30 %$— — %$14,916 2.50 %$11,353 2.92 %$78,388 2.17 %$— — %
Equity securities with readily determinable fair value not held for trading23,965 1.26 %— — — — — — — — 23,965 1.26 %
Other securities$56,469 4.23 %$— — %$— — %$— — %$— — %$56,469 4.23 %
$1,375,292 2.65 %$16,566 1.55 %$173,254 2.34 %$310,485 3.57 %$794,553 2.31 %$80,434 3.34 %








76
March 31, 2020
(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 debt$875,181
 2.74% $1,889
 3.65% $27,399
 2.53% $108,743
 2.76% $737,150
 2.74% $
 %
Corporate debt-domestic316,767
 3.11% 95,221
 3.29% 123,542
 2.79% 90,552
 3.23% 7,452
 4.76% 
 %
U.S. Government agency debt253,182
 2.58% 85
 3.29% 10,027
 2.35% 31,453
 2.62% 211,617
 2.58% 
 %
Municipal bonds65,421
 3.11% 
 % 
 % 46,554
 3.33% 18,867
 2.57% 
 %
Corporate debt-foreign13,427
 3.17% 
 % 4,967
 2.07% 8,460
 3.81% 
 % 
 %
U.S. treasury securities77,325
 1.57% 6,800
 1.57% 1,017
 0.56% 
 % 69,508
 1.59% 
 %
 $1,601,303
 2.75% $103,995
 3.18% $166,952
 2.69% $285,762
 3.02% $1,044,594
 2.64% $
 %
                        
Debt securities held to maturity$70,336
 2.39% $
 % $
 % $11,567
 2.92% $58,769
 2.28% $
 %
                        
Equity securities with readily determinable fair value not held for trading24,225
 2.12% 
 
 
 
 
 
 
 
 24,225
 2.12%
                        
Other securities$74,123
 5.94% $
 % $
 % $
 % $
 % $74,123
 5.94%
 $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%

70





December 31, 2020
(in thousands, except percentages)TotalLess than a yearOne to five yearsFive to ten yearsOver ten yearsNo maturity
AmountYieldAmountYieldAmountYieldAmountYieldAmountYieldAmountYield
Debt securities available for sale
U.S. government sponsored enterprise debt661,335 2.41 %2,512 0.53 %19,859 2.23 %92,259 2.77 %546,705 2.37 %— — %
Corporate debt-domestic284,645 3.52 7,664 2.02 99,741 2.22 169,264 4.29 7,976 4.74 — — 
U.S. government agency debt204,578 2.03 153 2.11 11,581 1.92 15,967 1.76 176,877 2.06 — — 
U.S. Treasury debt securities2,512 0.34 — — 2,512 0.34 — — — — 
Municipal bonds54,944 2.86 — — — — 35,840 3.02 19,104 2.55 — — 
Corporate debt-foreign17,069 0.55 2,665 1.26 2,562 1.03 11,842 0.28 — — — — 
1,225,083 2.59 12,994 1.58 136,255 2.14 325,172 3.45 750,662 2.33 — — 
Debt securities held to maturity58,127 2.20 — — — — 11,409 2.92 46,718 2.02 — — 
Equity securities with readily determinable fair value not held for trading24,342 1.52 %— — — — — — — — 24,342 1.52 %
Other securities65,015 4.39 — — — — — — — — 65,015 4.39 
$1,372,567 2.64 %$12,994 1.58 %$136,255 2.14 %$336,581 3.43 %$797,380 2.31 %$89,357 3.61 %
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 3.03.4 years at March 31, 20202021 and 3.82.4 years at December 31, 2019. These estimates are computed using multiple inputs that are subject, among other things,2020. The increase in duration was mainly due to changes in interest rateslower expected prepayments and other factors that may affect prepayment speeds. Contractual maturitieslonger-duration securities purchased during the first quarter 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.2021.

Liabilities
Total liabilities increased $107.0 million, or 1.5%, to $7.3were $7.0 billion at March 31, 20202021, a decrease of $21.4 million, compared to $7.2 billion at December 31, 2019.2020. This was primarily driven by $85.1$53.6 million, or 0.9%, in higherlower total deposits, mainly the result of an increase in time deposits, and a $30.0 million increase in advances from the FHLB.deposits. This decrease was partially offset by an increase in other liabilities of $32.1 million. or 38.6%, mainly as a result of the $28.1 million redemptionadoption of junior subordinated debentures in the first quarter of 2020. new accounting guidance on leases. SeeCapital Resources and Liquidity Management” Note 1– Financial Information for more detail on the redemption of trust preferred securities and related junior subordinated debt.additional information.


71
77






Deposits
Total deposits increased $85.1 million, or 1.5%, to $5.84were $5.7 billion at March 31, 20202021, a decrease of $53.6 million, or 0.9%, compared to $5.76 billion at December 31, 2019. In2020. The decline in deposits in the three months ended March 31, 2020, increases2021 was mainly driven by decreases of $121.1$159.4 million, or 7.8%, in time deposits and $16.6$93.6 million, in noninterest bearing transaction accounts were partially offset by decreases $42.4 millionor 5.9%, in savings and money market deposit accounts and $10.3 million in interest bearing deposits. The increase in deposits was driven by strong domestic deposit growth enabled by higher capture of online CDs and relationship money market deposits as a result of the Company’s successful cross-selling efforts.accounts. This was partially offset by declinesby: (i) an increase of $105.4 million, or 12.1%, in noninterest bearing transaction accounts, including and estimate of $77.8 million in PPP-related deposits, from Venezuelan resident customers, as discussed below.and (ii) an increase of $94.1 million, or 7.6% in interest bearing transaction accounts. The $121.1 million increasedecline in time deposits includes an increase of $136.6 million in retail time deposits partially offset bywas primarily attributable to a decline of $15.5 million in brokered time deposits. The increase in retail time deposits was mainly due to an increase of $69.0$159.6 million, or 50.2%10.3%, reduction in online depositscustomer CDs compared to December 31, 2019.We continue2020, as the Company continued to aggressively lower CD rates and focus our efforts to retain customers with higher probabilities of renewal at lower market rates. These efforts led to time deposit renewals of approximately $71.4on increasing core deposits and emphasizing multi-product relationships versus single product higher-cost CDs. This decline in customer CDs includes a $48.1 million, or 24.2%, reduction in online CD balances. During the first quarter of 2020 at rates that were lower than2021 brokered deposits also decreased $81.9 million, or 12.9%, as the highest rates paid in our markets.Company continued to focus on reduced reliance on this source of funding.


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 %(in thousands, except percentages)March 31, 2021December 31, 2020Amount%
Deposits       Deposits
Domestic (1) (2)$3,253,972
 $3,121,827
 $132,145
 4.2 %Domestic (1) (2)$3,175,522 $3,202,936 $(27,414)(0.9)%
Foreign:       Foreign:
Venezuela (3)2,224,353
 2,270,970
 (46,617) (2.1)%Venezuela (3)2,088,519 2,119,412 (30,893)(1.5)%
Others(4)363,887
 364,346
 (459) (0.1)%414,038 409,295 4,743 1.2 %
Total foreign2,588,240
 2,635,316
 (47,076) (1.8)%Total foreign2,502,557 2,528,707 (26,150)(1.0)%
Total deposits$5,842,212
 $5,757,143
 $85,069
 1.5 %Total deposits$5,678,079 $5,731,643 $(53,564)(0.9)%
_________________
(1)Includes brokered deposits of $646.9 million and $682.4
(1)    Includes brokered deposits of $552.6 million and $634.5 million at March 31, 2021 and December 31, 2020, and December 31, 2019, respectively.
(2)
Domestic deposits, excluding brokered, were up $167.6 million or 6.87%, 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.

(2)    Domestic deposits, excluding brokered, were up $54.5 million or 2.1%, compared to December 31, 2020.
(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.
(4) Our other foreign deposits include deposits from non-Venezuelan affiliates of the Former Parent, and do not include deposits from Venezuelan resident customers.

Our domestic deposits havedecreased $27.4 million, or 0.9%, in the first quarter of 2021. However, domestic deposits increased almost every year since 2014 to 2020, 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.
Our other foreign deposits include deposits from non-Venezuelan affiliates of the Former Parent, and do not include deposits from Venezuelan resident customers.

72
78






During the three months ended March 31, 2020,2021, deposits from customers domiciled in Venezuela decreased by $46.6$30.9 million, or 2.1%1.5%, to $2.2$2.1 billion, compared to December 31, 2019. In2020. During the first quarter of 2020, Amerant’s2021, foreign deposits, which include deposits from other countries in addition to Venezuela, decreased by $26.2 million or 1.0%. In the first quarter of 2021, deposits from Venezuela remained pressured mainly by the continued outflow of funds from our Venezuelan customers continued to utilize deposits to fund everyday expenses as challengingdifficult conditions in their country persist. The annualized international deposit runoff rate was 7.1% in the first quarter of 2020 compared to an annualized rate of 8.6% during the fourth quarter of 2019. It is encouraging that while the decline in foreign deposits continued in the first quarter of 2020, the pace of decline has slowed. This improvement is attributed to the Company’s increased contact and sales efforts which solidified existing relationships and the expansion of Amerant’s banking products and services, including Zelle® which was launched in the fourth quarter 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.

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.
Core Deposits
Our core deposits were $4.4$3.8 billion and $4.3$3.7 billion as of March 31, 20202021 and December 31, 2019,2020, respectively. Core deposits represented 75.3%66.9% and 75.4%64.4% of our total deposits at those dates, respectively.
Brokered Deposits
We utilize brokered deposits and, as of March 31, 2020,2021, we had $646.9$552.6 million in brokered deposits, which represented 11.1%9.7% of our total deposits at that date. OurAs of March 31, 20202021, brokered deposits were down $35.5$81.9 million, or 5.2%12.9%, compared to $682.4$634.5 million as of December 31, 2019,2020, mainly due to the maturity of $20 milliona decline in brokeredthird-party interest bearing brokered deposits. As of March 31, 2021, and noninterestDecember 31, 2020, brokered deposits included time deposits of $494.3 million and $494.2 million, respectively, and third party interest bearing demand deposits in January 2020.Theof $58.2 million and $140.3 million, respectively.The Company has not historically sold brokered CDs in denominations over $100,000.
Large Fund Providers
At March 31, 20202021 and December 31, 2019,2020, our large fund providers, defined as third-party customer relationships with balances of over $10 million, included seventen and eighteleven deposit relationships, respectively, with total balances of $114.2$299.3 million and $116.9$349.0 million, respectively. Additionally, deposits from our Former Parent or its non-U.S. affiliates at March 31, 2020 and December 31, 2019 totaled $6.6 million and $7.9 million, respectively. These deposits of our Former Parent and its non-U.S. affiliates are expected to remain low or furtherThe decline in 2020.the balance of these deposits was mainly driven by a reduction of third-party interest bearing brokered deposits.

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 March 31, 2021 and December 31, 2020:
March 31, 2021December 31, 2020
(in thousands, except percentages)
Less than 3 months$374,800 33.4 %$433,918 34.6 %
3 to 6 months206,863 18.4 %261,683 20.8 %
6 to 12 months250,598 22.3 %241,367 19.2 %
1 to 3 years273,852 24.4 %268,934 21.4 %
Over 3 years15,654 1.5 %49,948 4.0 %
Total$1,121,767 100.0 %$1,255,850 100.0 %
79
 March 31, 2020
(in thousands, except percentages)

 
Less than 3 months$423,857
 27.5%
3 to 6 months254,723
 16.5%
6 to 12 months465,988
 30.2%
1 to 3 years219,212
 14.2%
Over 3 years179,591
 11.6%
Total$1,543,371
 100.0%


73




Short-Term Borrowings
In addition to deposits, we use short-term borrowings from time to time, 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. All of our outstanding short-term borrowings at March 31, 2020 and December 31, 20192021 correspond to FHLB advances.advances.There were no outstanding short-term borrowings at December 31, 2020.
The following table sets forth information about the outstanding amounts of our short-term borrowings at the close of, and for the three months ended March 31, 20202021 and for the year ended December 31, 2019.2020. There were no repurchase agreements outstanding as of March 31, 20202021 and December 31, 2019.2020.
March 31,
2021
December 31,
2020
(in thousands, except percentages)
Outstanding at period-end$50,000 $— 
Average amount16,667 83,750 
Maximum amount outstanding at any month-end50,000 300,000 
Weighted average interest rate:
  During period0.65 %1.45 %
  End of period0.65 %— %
80
 March 31,
2020
 December 31,
2019
(in thousands, except percentages)   
Outstanding at period-end$260,000
 $285,000
Average amount240,000
 478,333
Maximum amount outstanding at any month-end300,000
 600,000
Weighted average interest rate:   
  During period1.66% 2.29%
  End of period1.29% 1.93%

74




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,Three Months Ended March 31,
2020 201920212020
(in thousands, except percentages and per share data)

 (in thousands, except percentages and per share data)
Net income$3,382
 $13,071
Net income$14,459 $3,382 
Basic earnings per common share0.08
 0.31
Basic earnings per common share0.38 0.08 
Diluted earnings per common share (1)0.08
 0.30
Diluted earnings per common share (1)0.38 0.08 
   
Average total assets$7,951,344
 $8,063,318
Average total assets$7,746,259 $7,951,344 
Average stockholders' equity844,200
 760,639
Average stockholders' equity785,061 844,200 
Net income / Average total assets (ROA)0.17 %
 0.65 %
Net income / Average total assets (ROA)0.76 %0.17 %
Net income / Average stockholders' equity (ROE)1.61 %
 6.87 %
Net income / Average stockholders' equity (ROE)7.47 %1.61 %
Average stockholders' equity / Average total assets ratio10.62 %
 9.43 %
Average stockholders' equity / Average total assets ratio10.13 %10.62 %
   
Adjusted net income (2)$3,662
 $13,803
Adjusted net income (2)$14,651 $3,662 
Adjusted earnings per common share (2)0.09
 0.33
Adjusted earnings per common share (2)0.39 0.09 
Adjusted earnings per diluted common share (2)0.09
 0.32
Adjusted earnings per diluted common share (2)0.39 0.09 
   
Adjusted net income / Average total assets (Adjusted ROA) (2)0.19% 0.69%Adjusted net income / Average total assets (Adjusted ROA) (2)0.77 %0.19 %
Adjusted net income / Average stockholders' equity (Adjusted ROE) (2)1.74% 7.25%Adjusted net income / Average stockholders' equity (Adjusted ROE) (2)7.57 %1.74 %
__________________
(1)
As of March 31, 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 482,316 and 786,213, respectively. These 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.
(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.

(1)Potential dilutive instruments consisted of unvested shares of restricted stock and restricted stock units. During the three months ended March 31, 2021 and 2020, 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 in those periods, fewer shares would have been purchased than restricted shares assumed issued. Therefore, in those periods, 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 months ended March 31, 2020,2021, basic and diluted earnings per share decreasedincreased as a result of lowerhigher net income in the three months ended March 31, 2020earned compared to the same period one year ago. .




81


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.

75



Stockholders’ equity increased $6.4 million, or 0.8%, to $841.1was $785.0 million as of March 31, 20202021, an increase of $1.6 million, or 0.2%, compared to $834.7$783.4 million as of December 31, 2019,2020. This increase was primarily due to: (i) $3.4driven by $14.5 million of net income in the three months ended March 31, 2020, and (ii) a $17.9first quarter of 2021, partially offset by $18.6 million increasedecrease in AOCI resulting primarily fromas a higherresult of lower valuation of the Company’s debt securities available for sale comparedas a result of market increases in long-term yield curves.
Class B Common Stock Repurchases and Cancellation of Treasury Shares
On March 10, 2021, the Company’s Board of Directors approved a stock repurchase program which provides for the potential repurchase of up to December 31, 2019. These increases were partially offset$40 million of shares of the Company’s Class B common stock (the “2021 stock repurchase program”). Under the 2021 Stock Repurchase Program, the Company may repurchase shares of Class B common stock through open market purchases, by block purchase, in privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the $15.2 millionExchange Act. The extent to which the Company repurchases its shares of Class B common stock and the timing of such purchases will depend upon market conditions, regulatory requirements, other corporate liquidity requirements and priorities and other factors as may be considered in the Company’s sole discretion. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions. The 2021 Stock Repurchase Program does not obligate the Company to repurchase any particular amount of shares of Class B common stock, completed inand may be suspended or discontinued at any time without notice. During the three months ended March 31, 2021, the Company repurchased an aggregate of 116,037 shares of Class B common stock at a weighted average price per share of $15.98 under the 2021 Stock Repurchase Program. The aggregate purchase price for these transactions was approximately $1.9 million, including transaction costs. 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 of2021, the Company’s deferred tax assets declining approximately $0.5 million, or 10.0%, to $4.9 million asBoard of March 31, 2020, asDirectors authorized the unrealized gains and losses included in AOCI are reported in stockholders’ equity on an after-tax basis.
cancellation of those 116,037 shares of Class B Common Stock Repurchase. common stock.
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, 20202021 and December 31, 2019,2020, the Company had $1.27$1.05 billion and $1.24 billion, respectively, of outstanding advances from the FHLB. At March 31, 20202021 and December 31, 2019,2020, we had an additional $1.1$1.3 billion available borrowing capacity under FHLB facilities. DuringIn the three months ended March 31, 2020, the Company repaid $250 millionfirst quarter of outstanding2021, there were no repayments of FHLB advances and otheror additional borrowings and borrowed $280 million from these sources. Therethis source.There were no other borrowings as of March 31, 20202021 and December 31, 2019.
The following table summarizes the composition of our FHLB advances by type of interest rate:
 March 31, 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
 $1,265,000
 $1,235,000
__________________
(1)As of March 31, 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 million against interest expense on FHLB advances in the first quarter of 2020 ($0.1 million in the first quarter of 2019) and expects to record a credit of approximately $1.0 million in the rest of 2020.

76




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, 2020, advances from the FHLB had maturities through 2030 with interest rates ranging from 0.44% to 3.23%. We expect to continue taking FHLB funding as needed in short duration maturities.
We also maintainhave available uncommitted federal funds lines with several banks, and had $65.0$70.0 million of availability under these lines at March 31, 20202021 and December 31, 2019.2020.
82


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. See “Item 7. Management’s Discussion and Analysis Of Financial Condition And Results Of Operations” included in the 2020 Form 10-K for more details.
We and our subsidiary, Amerant Florida, are a corporationcorporations separate and apart from the Bank and, therefore, must provide for our own liquidity. OurHistorically, our main source of funding ishas been dividends declared and paid to us and Amerant Florida by the Bank. Additionally, ourBank, while the Company issued the Senior Notes in 2020. The Company, which is the issuer of the Senior Notes, held cash and cash equivalents of $39.7 million as of March 31, 2021 and $43.0 million as of December 31, 2020, in funds available to service its Senior Notes and for general corporate purposes, 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$17.7 million as of March 31, 20202021 and $48.9$16.6 million as of December 31, 20192020, in funds available to service its junior subordinated debt. Indebt and for general corporate purposes, as a separate stand-alone entity.
We have not provided summarized financial information for the first quarter of 2020,Company and Amerant Florida as we used $27.1 million of Amerant Florida’s cash to redeemdo not believe it would be material information since the outstanding trust preferred securities issued by its Statutory Trust Iassets, liabilities and the related junior subordinated debt issued by Amerant Florida.
COVID-19 Pandemic
Our deposits and wholesale funding operations, including advances from the FHLB 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 of the Company and cash flows. As a result, weAmerant Florida 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 advancesmaterially different from the FHLB. Cash and cash equivalents increased $149.7 million or 123.4%amounts reflected in the three months ended March 31, 2020 attributable to higher balances atconsolidated financial statements of the Federal Reserve. 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.Company.
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 cashSee “Item 7. Management’s Discussion 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. In addition,Analysis Of Financial Condition And Results Of Operations” included in the Company recorded a charge of $0.3 million2020 Form 10-K for the unamortized issuance costs. This redemption reduced the Company’s Tier 1 equity capital by a net of $24.7 million and pretax annual interest expense by $2.4 million.more details.
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.

2020.
77
83




Regulatory Capital Requirements
OurThe 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 CapitalizedActualRequired for Capital Adequacy PurposesRegulatory Minimums To be Well Capitalized
(in thousands, except percentages)Amount Ratio Amount Ratio Amount Ratio(in thousands, except percentages)AmountRatioAmountRatioAmountRatio
March 31, 2020           
March 31, 2021March 31, 2021
Total capital ratio$930,003
 14.54% $511,741
 8.00% $639,676
 10.00%Total capital ratio$890,585 14.12 %$504,427 8.00 %$630,534 10.00 %
Tier 1 capital ratio855,885
 13.38% 383,806
 6.00% 511,741
 8.00%Tier 1 capital ratio811,348 12.87 %378,320 6.00 %504,427 8.00 %
Tier 1 leverage ratio855,885
 10.82% 316,369
 4.00% 395,461
 5.00%Tier 1 leverage ratio811,348 10.54 %307,925 4.00 %384,906 5.00 %
Common Equity Tier 1 (CET1)794,742
 12.42% 287,854
 4.50% 415,790
 6.50%Common Equity Tier 1 (CET1)750,257 11.90 %283,740 4.50 %409,847 6.50 %
           
December 31, 2019

 

 

 

 

 

December 31, 2020December 31, 2020
Total capital ratio$945,310
 14.78% $511,760
 8.00% $639,699
 10.00%Total capital ratio$876,966 13.96 %$502,463 8.00 %$628,078 10.00 %
Tier 1 capital ratio891,913
 13.94% 383,820
 6.00% 511,760
 8.00%Tier 1 capital ratio798,033 12.71 %376,847 6.00 %502,463 8.00 %
Tier 1 leverage ratio891,913
 11.32% 315,055
 4.00% 393,819
 5.00%Tier 1 leverage ratio798,033 10.11 %315,770 4.00 %394,713 5.00 %
Common Equity Tier 1 (CET1)806,050
 12.60% 287,865
 4.50% 415,805
 6.50%Common Equity Tier 1 (CET1)736,930 11.73 %282,635 4.50 %408,251 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 Capitalized
(in thousands, except percentages)Amount Ratio Amount Ratio Amount Ratio
March 31, 2020           
Total capital ratio$867,364
 13.56% $511,615
 8.00% $639,519
 10.00%
Tier 1 capital ratio793,246
 12.40% 383,711
 6.00% 511,615
 8.00%
Tier 1 leverage ratio793,246
 10.03% 316,262
 4.00% 395,327
 5.00%
Common Equity Tier 1 (CET1)793,246
 12.40% 287,783
 4.50% 415,687
 6.50%
            
December 31, 2019           
Total capital ratio$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%
Tier 1 leverage ratio787,908
 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%
In three months ended March 31 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.

ActualRequired for Capital Adequacy PurposesRegulatory Minimums to be Well Capitalized
(in thousands, except percentages)AmountRatioAmountRatioAmountRatio
March 31, 2021
Total capital ratio$890,909 14.13 %$504,267 8.00 %$630,334 10.00 %
Tier 1 capital ratio811,696 12.88 %378,200 6.00 %504,267 8.00 %
Tier 1 leverage ratio811,696 10.55 %307,785 4.00 %384,731 5.00 %
Common Equity Tier 1 (CET1)811,696 12.88 %283,650 4.50 %409,717 6.50 %
December 31, 2020
Total capital ratio$873,152 13.91 %$502,214 8.00 %$627,768 10.00 %
Tier 1 capital ratio794,257 12.65 %376,661 6.00 %502,214 8.00 %
Tier 1 leverage ratio794,257 10.07 %315,569 4.00 %394,461 5.00 %
Common Equity Tier 1 (CET1)794,257 12.65 %282,495 4.50 %408,049 6.50 %
78
84





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. 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 1617 to our audited consolidated financial statements included in the Form 10-K for the year ended December 31, 2019.2020.
(in thousands)March 31, 2021December 31, 2020
Commitments to extend credit$761,378 $763,880 
Letters of credit10,345 11,157 
$771,723 $775,037 

(in thousands)March 31, 2020 December 31, 2019
Commitments to extend credit$786,873
 $820,380
Letters of credit19,931
 17,414
 $806,804
 $837,794
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. There have been no material changes to the contractual obligations previously disclosed in the Form 10-K
79




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, 2019.2020.
Recently Issued Accounting Pronouncements. There Except as discussed below, 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.


Effective January 1, 2021, the Company adopted the new accounting guidance on leases on a prospective basis, which resulted in the recognition of approximately $54.5 million of lease assets and approximately $55.0 million of lease liabilities. See Note 1– Financial Information for additional information.

Effective January 1, 2021, the Company adopted the new accounting guidance on accounting for targeted improvements to accounting for hedging activities, which did not have an effect on the Company’s consolidated financial statements. See Note 1– Financial Information for additional information.

80
85






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 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 changes in our market risk exposure as compared to those discussed in our Form 10-K, for the year ended December 31, 2019, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk”.

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 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.

86
81



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.pending. 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.
This action alleges breaches of contract, fiduciary duty, accounting and unjust enrichment, and mismanagement of Kunde and seeks damages in an unspecified amount. 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 million in legal fees through March 31, 2020 defending this case, including recent preparations for trial. The Company expects to be partially reimbursed for these fees upon conclusion of this proceeding.
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 evaluating an investment in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. Other than the additional risk factors set forth below, there have been no material changes toCompany's common stock, investors should consider carefully, among other things, the risk factors previously disclosed underin Part I, Item 1A “Risk Factors” of the Company’s Form 10-K for the year ended December 31, 2019.
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 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.

82



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 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, LOPs 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. 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 not be imposed or tightened in the future if viewed as necessary due to public health concerns. 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, 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.
In addition, as a result of the COVID-19 pandemic and “shelter at home” orders 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;
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;

83


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, 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 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. If any such 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,
87

84



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

85



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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table shows Companyprovides information regarding repurchases of its Class B Common Stock forthe Company’s common stock by the Company during the three months ended March 31, 2020.2021:

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

(a)(b)(c)(d)
PeriodTotal Number of Shares PurchasedAverage Price Paid Per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)
Maximum Dollar Value of Shares that May Yet Be Purchased Under the Current Program
January 1 - January 31— $— — $40,000,000 
February 1 - February 28— — — 40,000,000 
March 1 - March 31116,037 15.98116,037 38,145,316 
Total116,037 $15.98 116,037 $38,145,316 

(1) On February 14 and February 21, 2020, we repurchased an aggregateMarch 10, 2021, the Company’s Board 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 adoptedDirectors approved a stock repurchase program which provides for the potential repurchase of up to $40 million of shares of the Company’s Class B common stock (the “2021 Stock Repurchase Program”). Under the 2021 Stock Repurchase Program, the Company may repurchase shares of Class B common stock through open market purchases, by block purchase, in privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Exchange Act. The extent to which the Company repurchases its shares of Class B common stock and the timing of such purchases will depend upon market conditions, regulatory requirements, other corporate liquidity requirements and priorities and other factors as may be considered in the Company’s sole discretion. Repurchases may also be made pursuant to a trading plan under Rule 10b5-1 under the Exchange Act, which would permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or program.other regulatory restrictions. The 2021 Stock Repurchase Program does not obligate the Company to repurchase any particular amount of shares of Class B common stock, and may be suspended or discontinued at any time without notice. As of March 31, 2021, the Company had repurchased a total of $1.9 million or 116,037 shares of Class B common stock at an average price of $15.98 per share.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.

ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.

ITEM 5. OTHER INFORMATION
None.

86
88




ITEM 6. EXHIBITS
Exhibit
Number
Description
10.1
31.110.2
10.3
10.4
10.5
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)

89
87




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 7, 2021By:
AMERANT BANCORP INC.
(Registrant)/s/ Gerald P. Plush
Gerald P. Plush
Date:May 8, 2020By:
/s/ Millar Wilson
Millar Wilson
Vice-Chairman and
Chief Executive Officer
(Principal Executive Officer)
Date:May 8, 20207, 2021By:/s/ Carlos Iafigliola
Carlos Iafigliola
Senior Vice President, Treasury ManagerExecutive Vice-President and Interim Chief Financial Officer
(Principal Financial Officer)

8890