UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-K

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2015

or

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

For the transition period from ________ to _________

Commission File Number 001-35032

PARK STERLING CORPORATION

(Exact name of registrant as specified in its charter)

NORTH CAROLINA	27-4107242
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
1043 E. Morehead Street, Suite 201
Charlotte, North Carolina	28204
(Address of principal executive offices)	(Zip Code)

(704) 716-2134

(Registrant’s telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

	Name of each exchange
Title of each class	on which registered
Common Stock, $1.00 par value	NASDAQ Global Select Market

Securities Registered Pursuant to Section 12(g) of the Act: None

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

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of 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 and post such files). Yes  ☑ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

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

Large accelerated filer	☐	Accelerated filer	☑
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐

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

As of June 30, 2015, the aggregate market value of the common stock of the registrant held by non-affiliates was approximately $296,124,537 (based on the closing price of $7.20 per share on June 30, 2015). For purposes of the foregoing calculation only, all directors and executive officers of the registrant have been deemed affiliates.

The number of shares of common stock of the registrant outstanding as of February 29, 2016 was 53,061,716. 

Documents Incorporated by Reference

Portions of the registrant’s Definitive Proxy Statement for its 2016 Annual Meeting of Shareholders scheduled to be held on May 26, 2016 are incorporated by reference into Part III, Items 10-14. 

PARK STERLING CORPORATION

Table of Contents
		Page No.
Part I
Item 1.	Business	2
Item 1A.	Risk Factors	12
Item 1B.	Unresolved Staff Comments	26
Item 2.	Properties	26
Item 3.	Legal Proceedings	26
Item 4.	Mine Safety Disclosures	26
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	27
Item 6.	Selected Financial Data	30
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	62
Item 8.	Financial Statements and Supplementary Data	63
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	129
Item 9A.	Controls and Procedures	129
Item 9B.	Other Information	130
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	131
Item 11.	Executive Compensation	133
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	133
Item 13.	Certain Relationships and Related Transactions, and Director Independence	134
Item 14.	Principal Accounting Fees and Services	134
Part IV
Item 15.	Exhibits and Financial Statement Schedules	134
	Signatures	135
	Exhibit Index	137

PART I

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information set forth in this Annual Report on Form 10-K, including information incorporated by reference in this document, may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by the fact that they do not relate strictly to historical or current facts and often use words such as “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” “will,” “goal,” “target” and similar expressions. The forward-looking statements express management’s current expectations or forecasts of future events, results and conditions, including financial and other estimates and expectations regarding the Company’s merger with First Capital Bancorp, Inc. (“First Capital”), the general business strategy of engaging in bank mergers, organic growth, branch openings and closings, expansion in new markets, hiring of additional personnel, expansion or addition of product capabilities, expected footprint of the banking franchise and anticipated asset size; anticipated loan growth; changes in loan mix and deposit mix; capital and liquidity levels; net interest income; provision expense; noninterest income and noninterest expenses; realization of deferred tax asset; credit trends and conditions, including loan losses, allowance for loan loss, charge-offs, delinquency trends and nonperforming asset levels; the amount, timing and prices of any share repurchases; the payment of common stock dividends; and other similar matters. These forward-looking statements are not guarantees of future results or performance and by their nature involve certain risks and uncertainties that are based on management’s beliefs and assumptions and on the information available to management at the time that these disclosures were prepared. Actual outcomes and results may differ materially from those expressed in, or implied by, any of these forward-looking statements.

You should not place undue reliance on any forward-looking statement and should consider all of the following uncertainties and risks, as well as those more fully discussed elsewhere in this report, including Item 1A. “Risk Factors,” and in any of the Company’s subsequent filings with the SEC: failure to realize synergies and other financial benefits from the First Capital merger within expected time frames; increases in expected costs or decreases in expected savings or difficulties related to merger integration matters; inability to identify and successfully negotiate and complete additional combinations with other potential merger partners or to successfully integrate such businesses into the Company, including the Company’s ability to adequately estimate or to realize the benefits and cost savings from and limit any unexpected liabilities acquired as a result of any such business combination; failure to generate an adequate return on investment related to new branches or other hiring initiatives; inability to generate future organic growth in loan balances, retail banking, wealth management, mortgage banking or capital markets results through the hiring of new personnel, development of new products, opening of de novo branches or otherwise; inability to capitalize on identified revenue enhancements or expense management opportunities; variability in the performance of covered loans and associated loss share related expenses; the effects of negative or soft economic conditions, including stress in the commercial real estate markets or failure of continued recovery in the residential real estate markets; changes in consumer and investor confidence and the related impact on financial markets and institutions; changes in interest rates; failure of assumptions underlying noninterest expense levels; failure of assumptions underlying the establishment of allowances for loan losses; deterioration in the credit quality of the loan portfolio or in the value of the collateral securing those loans; deterioration in the value of securities held in the investment securities portfolio; the possibility of recognizing other than temporary impairments on holdings of collateralized loan obligation securities as a result of the Volcker Rule; the impacts on the Company of a potential increasing rate environment; the potential impacts of any government shutdown or debt ceiling impasses, including the risk of a United States credit rating downgrade or default, or continued global economic instability, which would cause disruptions in the financial markets, impact interest rates and cause other potential unforeseen consequences; fluctuations in the market price of the common stock, regulatory, legal and contractual requirements, other uses of capital, the Company’s financial performance, market conditions generally, and future actions by the board of directors, in each case impacting repurchases of common stock or declaration of dividends; legal and regulatory developments including changes in the federal risk-based capital rules; increased competition from both banks and nonbanks; changes in accounting standards, rules and interpretations, inaccurate estimates or assumptions in accounting, including acquisition accounting fair market value assumptions and accounting for purchased credit-impaired loans, and the impact on the Company’s financial statements; and management’s ability to effectively manage credit risk, market risk, operational risk, legal risk, and regulatory and compliance risk.

Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect the impact of circumstances or events that arise after the date the forward-looking statement was made.

Item 1. Business

General

Park Sterling Corporation (the “Company”) was formed in 2010 to serve as the holding company for Park Sterling Bank (the “Bank”) pursuant to a bank holding company reorganization effective January 1, 2011, and is registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Bank is a North Carolina-chartered commercial nonmember bank that was incorporated in September 2006 and opened for business at 1043 E. Morehead Street, Suite 201, Charlotte, North Carolina on October 25, 2006. At December 31, 2015, the Company’s primary operations and business were that of owning the Bank. The main office of both the Company and the Bank is located at 1043 E. Morehead Street, Suite 201, Charlotte, North Carolina, 28204, and its phone number is (704) 716-2134.

In August 2010, the Bank raised gross proceeds of $150 million in an equity offering (the “Public Offering”), to facilitate a change in the Bank’s business plan from primarily organic growth at a moderate pace to creating a regional community bank through a combination of mergers and acquisitions and accelerated organic growth. Consistent with this growth strategy, over the past several years the Bank has opened additional branches in North Carolina and South Carolina and in 2014 and 2015 expanded into the Virginia market through the opening of two branches in Richmond, Virginia. Also consistent with this strategy, on January 1, 2016 the Company acquired First Capital Bancorp, Inc. (“First Capital”), the parent company of First Capital Bank. As a result of the merger of First Capital into the company, First Capital Bank, which operated eight branches in the Richmond, Virginia area, became a wholly-owned subsidiary of the Company and thereafter was merged into the Bank. The aggregate merger consideration consisted of approximately 8.4 million shares of Common Stock and approximately $25.7 million in cash. Based on the $7.32 per share closing price of the Company’s common stock on December 31, 2015, the transaction value was approximately $87.1 million.

In addition, since the Public Offering, the Company has completed the following acquisitions of community banks in its existing or targeted markets:

● In May 2014, the Company acquired Provident Community Bancshares, Inc. (“Provident Community”), the parent company of Provident Community Bank, N.A., which operated nine branches in South Carolina.

● In October 2012, the Company acquired Citizens South Banking Corporation (“Citizens South”), the parent company of Citizens South Bank, which operated 21 branches in North Carolina, South Carolina and North Georgia.

● In November 2011, the Company acquired Community Capital Corporation (“Community Capital”), the parent company of CapitalBank, which operated 18 branches in the Upstate and Midlands area of South Carolina.

Each of these banks has merged into the Bank.

The Company remains focused on its intention to create a regional community bank with locations in North Carolina, South Carolina, Virginia and North Georgia, through selective acquisitions of banks or branches and organic growth through the opening of additional branches and selective investment in additional bankers and enhanced products and services.

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Banking Services

Our objective since inception has been to provide the strength and product diversity of a larger bank and the service and relationship attention that characterizes a community bank. We strive to develop a personal relationship with our customers so that we are positioned to anticipate and address their financial needs.

Through our branches and offices, we provide banking services to small and mid-sized businesses, owner-occupied and income-producing real estate owners, residential builders, institutions, professionals and consumers doing business or residing within our target markets. We provide a wide range of banking products, including personal, business and non-profit checking accounts, IOLTA accounts, individual retirement accounts, business and personal money market accounts, time deposits, overdraft protection, safe deposit boxes and online and mobile banking. Our lending activities include a range of short- to medium-term commercial (including asset-based lending), real estate, construction, residential mortgage, home equity and consumer loans, as well as long-term residential mortgages. Our wealth management activities include investment management, private banking, personal trust and investment brokerage services. Our cash management activities include remote deposit capture, lockbox services, sweep accounts, purchasing cards, ACH and wire payments. Our capital markets activities include interest rate and currency risk management products, loan syndications and debt placements. We are committed to providing “Answers You Can Bank On^SM” to our customers. We pride ourselves on being large enough to help customers achieve their financial aspirations, yet small enough to care that they do. We are focused on building a banking franchise that is noted for sound risk management, broad product capabilities, strong community focus and exceptional customer service.

Market Area

The Bank serves its customers through eighteen full-service branches in North Carolina, twenty-three full-service branches and one drive-through facility in South Carolina, ten full-service branches in Virginia and five full-service branches in North Georgia.

The Bank maintains nineteen branches in the Charlotte-Concord-Gastonia Metropolitan Statistical Area (“MSA”) in North Carolina, ten branches in the Greenville-Anderson-Mauldin MSA in South Carolina, and ten branches in the Richmond MSA in Virginia. Additionally, we serve our communities through five branches in the Greenwood, South Carolina MSA, two each in the Spartanburg, South Carolina MSA and the Columbia, South Carolina MSA, and one each in the Newberry, South Carolina MSA, the Raleigh, North Carolina MSA, the Wilmington, North Carolina MSA, and the Charleston-North Charleston, South Carolina MSA.. Our five North Georgia branches are not located in an identified MSA.

With the Bank’s operations stretching from Virginia, throughout the Carolinas and down into North Georgia, we have a diverse economic and customer base. We do not believe we are dependent on any one or any several customers or types of business whose loss would have a material adverse effect on us.

Competition

Commercial banking and other financial activities in all of our market areas are highly competitive, and there are numerous branches of national, regional and local institutions in each of these markets. We compete for deposits in our banking markets with other commercial banks, savings banks and other thrift institutions, credit unions, agencies issuing United States government securities, and all other organizations and institutions engaged in money market transactions. In our lending activities, we compete with all other financial institutions as well as consumer finance companies, mortgage companies and other lenders. In our wealth management activities, we compete with commercial and investment banking firms, investment advisory firms and brokerage firms.

Interest rates, both on loans and deposits, and prices of fee-based services are significant competitive factors among financial institutions generally. Other important competitive factors include office location, office hours, the quality of customer service, community reputation, continuity of personnel and services, and, in the case of larger commercial customers, relative lending limits and the ability to offer sophisticated cash management and other commercial banking services. Many of our larger competitors have greater resources, broader geographic markets and higher lending limits than we do, and they can offer more products and services and can better afford and make more effective use of media advertising, support services and electronic technology than we can. To counter these competitive disadvantages, we depend on our reputation as a community bank in our local markets, our direct customer contact, our ability to make credit and other business decisions locally, our wide range of banking products and our personalized service.

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In recent years, federal and state legislation has heightened the competitive environment in which all financial institutions conduct their business, and the potential for competition among financial institutions of all types has increased significantly. Additionally, with the elimination of restrictions on interstate banking, commercial banks operating in our market areas may be required to compete not only with other financial institutions based in the states in which we operate, but also with out-of-state financial institutions which may acquire institutions, or establish or acquire branch offices in these states, or otherwise offer financial services across state lines, thereby adding to the competitive atmosphere of the industry in general.

Employees

As of February 29, 2016, we employed 493 people and had 478 full time equivalent employees. Each of these individuals is an employee of the Bank. There are no employees at the bank holding company level. We are not a party to a collective bargaining agreement, and we consider our relations with employees to be good.

Subsidiaries

The Company’s primary subsidiary is the Bank. As of February 29, 2016, the Company has five wholly-owned non-consolidated subsidiaries; Community Capital Corporation Statutory Trust I, CSBC Statutory Trust I, Provident Community Bancshares Capital Trust I, Provident Community Bancshares Capital Trust II and FCRV Statutory Trust 1, which were used to issue $10.3 million, $15.5 million, $4.1 million, $8.2 million and $5.0 million (in each case before related acquisition accounting fair market value adjustments), respectively, of trust preferred securities (“TruPS”) by predecessor companies. The Company has fully and unconditionally guaranteed each trust’s obligations under the TruPS. Proceeds from these TruPS were used by the predecessor companies to purchase junior subordinated notes in Community Capital, Citizens South, Provident Community and First Capital, respectively, which constitute Tier I capital of the Company.

The Bank has four subsidiaries, Park Sterling Financial Services, Inc., Citizens Properties, LLC, RE1, LLC and RE2, LLC. Park Sterling Financial Services, Inc., originally Citizens South Financial Services, Inc., primarily owns stock in a title insurance company which was used by Citizens South Bank for certain real estate transactions and continues to operate as such. Citizens Properties, LLC was formed in January 2012 for the purpose of holding, managing and resolving certain real estate that was acquired through foreclosure, or other nonperforming and substandard assets, and continues to operate as such. Each of RE1, LLC and RE2, LLC is a Virginia limited liability company formed for the sole purpose of taking title of property acquired in lieu of foreclosure and continues to operate as such.

Supervision and Regulation

Bank holding companies and state commercial banks are subject to extensive supervision and regulation by federal and state agencies. Regulation of bank holding companies and banks is intended primarily for the protection of consumers, depositors, borrowers, the Federal Deposit Insurance Fund (the “DIF”) and the banking system as a whole and not for the protection of shareholders or creditors. The following is a brief summary of certain material statutory and regulatory provisions applicable to the Company and the Bankbut is not intended to be an exhaustive description of all statutes and regulations applicable to our business. To the extent such provisions are described, this description is qualified in its entirety by reference to the applicable laws and regulations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), enacted in July 2010, has had and will continue to have a broad impact on the financial services industry, including significant regulatory and compliance changes including, among other things: (i) enhanced resolution authority of troubled and failing banks and their holding companies; (ii) increased capital and liquidity requirements; (iii) increased regulatory examination fees; (iv) changes to assessments to be paid to the Federal Deposit Insurance Corporation (“FDIC”) for federal deposit insurance; (v) enhanced corporate governance and executive compensation requirements and disclosures; and (vi) numerous other provisions designed to improve supervision and oversight of, and strengthen safety and soundness for, the financial services sector. Additionally, the Dodd-Frank Act established a new framework for systemic risk oversight within the financial system to be distributed among new and existing federal regulatory agencies, including the Financial Stability Oversight Council, the Federal Reserve Board, the Office of the Comptroller of the Currency, and the FDIC. Many of the requirements called for in the Dodd-Frank Act continue to be implemented, and/or are subject to implementing regulations over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on financial institutions’ operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, or otherwise adversely affect our business. These changes may also require us to invest significant management attention and resources to evaluate and make necessary changes in order to comply with new statutory and regulatory requirements.

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In addition, from time to time, various other legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as regulatory agencies, that may impact the Company or the Bank. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change bank statutes and the operating environment of the Company in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions and other financial institutions. We cannot predict whether any such legislation or regulatory policies will be enacted or, if enacted, the effect that such would have on our financial condition or results of operations, which could be material.

General. As a registered bank holding company, the Company is subject to regulation under the BHC Act and to inspection, examination and supervision by the Federal Reserve Board and the Federal Reserve Bank of Richmond (“Federal Reserve”). In general, the Federal Reserve may initiate enforcement actions for violations of laws and regulations and unsafe or unsound practices. The Federal Reserve may assess civil money penalties, issue cease and desist or removal orders and require that a bank holding company divest subsidiaries, including subsidiary banks. The Company is also required to file reports and other information with the Federal Reserve regarding its business operations and those of the Bank.

The Bank is a North Carolina-chartered commercial nonmember bank subject to regulation, supervision and examination by its chartering regulator, the North Carolina Commissioner of Banks (the “NC Commissioner”), and by the FDIC, as deposit insurer and primary federal regulator. As an insured depository institution, numerous federal and state laws, as well as regulations promulgated by the FDIC and the NC Commissioner, govern many aspects of the Bank’s operations. The NC Commissioner and the FDIC regulate and monitor compliance with these state and federal laws and regulations, as well as the Bank’s operations and activities, including, but not limited to, loan and lease loss reserves, lending and mortgage operations, interest rates paid on deposits and received on loans, the payment of dividends to the Company, loans to officers and directors, record-keeping, mergers of state-chartered banks, capital requirements, and the establishment of branches. The Bank is a member of the Federal Home Loan Bank of Atlanta, which is one of the 12 regional banks comprising the Federal Home Loan Bank (“FHLB”) system.

In addition to state and federal banking laws, regulations and regulatory agencies, the Company and the Bank are subject to various other laws and regulations of, and supervision and examination by, other regulatory agencies, including, with respect to the Company, the SEC and the NASDAQ Global Select Market (“NASDAQ”).

Bank Holding Companies. The Federal Reserve is authorized to adopt regulations affecting various aspects of bank holding companies. In general, the BHC Act limits the business of bank holding companies and its subsidiaries to banking, managing or controlling banks and other activities that the Federal Reserve Board has determined to be so closely related to banking as to be a proper incident thereto. The Federal Reserve has the power to order a bank holding company or its subsidiaries to terminate any activity or control of any nonbank subsidiary when the continuation of the activity or control constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that bank holding company.

The BHC Act requires prior Federal Reserve Board approval for, among other things, the acquisition by a bank holding company of direct or indirect ownership or control of more than 5% of the voting shares or substantially all the assets of any bank, or for a merger or consolidation of a bank holding company with another bank holding company. The BHC Act also prohibits a bank holding company from acquiring direct or indirect control of more than 5% of the outstanding voting stock of any company engaged in a non-banking business unless such business is determined by the Federal Reserve Board to be so closely related to banking as to be a proper incident thereto.

The Company also is subject to the North Carolina Bank Holding Company Act of 1984. This state legislation requires the Company, by virtue of its ownership of the Bank, to register as a bank holding company with the NC Commissioner.

Under the BHC Act, a bank holding company may elect to become a “financial holding company,” provided certain conditions are met. A financial holding company, and the companies it controls, are permitted to engage in activities considered “financial in nature,” (including, without limitation, insurance and securities activities), and therefore may engage in a broader range of activities than permitted by bank holding companies and their subsidiaries. The Company remains a bank holding company, but may at some time in the future elect to become a financial holding company. If the Company were to do so, the Bank would have to be well capitalized, well managed and have at least a satisfactory rating under the Community Reinvestment Act (“CRA”), which is discussed below.

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Acquisitions. As an acquirer, we must comply with numerous laws related to our acquisition activity. As noted above, under the BHC Act, a bank holding company may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any bank or merge or consolidate with another bank holding company without the prior approval of the Federal Reserve Board. In addition, the Bank Merger Act requires prior approval from the applicable federal regulatory agency (the FDIC, in the case of the Bank) before any bank may merge or consolidate with, acquire the assets of or assume the deposit liabilities of another bank. Current federal law authorizes interstate acquisitions of banks by well-capitalized and well-managed bank holding companies, and allows a bank headquartered in one state to merge with or acquire a bank headquartered in another state (where the resulting institution is well-capitalized and well-managed) as long as neither of the states has opted out of such interstate bank merger authority, in each case subject to any state requirement that the target bank shall have been in existence and operating for a minimum period of time, not to exceed five years, and to certain deposit market-share limitations.

Branching. With appropriate regulatory approvals, North Carolina commercial banks are authorized to establish branches both in North Carolina as well as in other states, where the laws of the state where the de novo branch is to be opened would permit a bank chartered by that state to open a de novo branch. A bank that establishes a branch in another state may conduct any activity at that branch office that is permitted by the law of that state to the extent that the activity is permitted either for a state bank chartered by that state or for a branch in the state of an out-of-state national bank.

Minimum Capital Requirements. The various federal bank regulators, including the Federal Reserve Board and the FDIC, have adopted substantially similar minimum risk-based and leverage capital guidelines applicable to United States banking organizations, including bank holding companies and banks. In addition, these regulatory agencies may from time to time require that a banking organization maintain capital above the minimum prescribed levels, whether because of its financial condition or actual or anticipated growth.

In July 2013, the regulatory agencies approved final regulatory capital rules that replaced the then existing general risk-based capital and related rules, broadly revising the basic definitions and elements of regulatory capital and making substantial changes to the credit risk weightings for banking and trading book assets. The new regulatory capital rules establish the benchmark capital rules and capital floors that are generally applicable to United States banks under the Dodd-Frank Act and make the capital rules consistent with heightened international capital standards known as Basel III. These new capital standards apply to all banks, regardless of size, and to all bank holding companies with consolidated assets greater than $500 million.

Under the new minimum risk-based and leverage capital guidelines, which became effective in 2015, applicable regulatory capital components consist of (1) common equity Tier 1 capital (common stock, including related surplus, and retained earnings, plus limited amounts of minority interest in the form of common stock, net of goodwill and other intangibles (other than mortgage servicing assets), deferred tax assets arising from net operating loss and tax credit carry forwards above certain levels, mortgage servicing rights above certain levels, gain on sale of securitization exposures and certain investments in the capital of unconsolidated financial institutions, and adjusted by unrealized gains or losses on cash flow hedges and accumulated other comprehensive income items (subject to the ability of a non-advanced approaches institution to make a one-time irrevocable election to exclude from regulatory capital most components of AOCI), (2) additional Tier 1 capital (qualifying non-cumulative perpetual preferred stock, including related surplus, plus qualifying Tier 1 minority interest and, in the case of holding companies with less than $15 billion in consolidated assets at December 31, 2009, certain grandfathered trust preferred securities and cumulative perpetual preferred stock in limited amounts, net of mortgage servicing rights, deferred tax assets related to temporary timing differences, and certain investments in financial institutions) and (3) Tier 2 capital (the allowance for loan and lease losses in an amount not exceeding 1.25% of standardized risk-weighted assets, plus qualifying preferred stock, qualifying subordinated debt and qualifying total capital minority interest, net of Tier 2 investments in financial institutions). Total Tier 1 capital, plus Tier 2 capital, constitutes total risk-based capital. The required minimum ratios are as follows:

● common equity Tier 1 capital ratio (common equity Tier 1 capital to standardized total risk-weighted assets) of 4.5%;

● Tier 1 capital ratio (Tier 1 capital to standardized total risk-weighted assets) of 6%;

● total capital ratio (total capital to standardized total risk-weighted assets) of 8%; and

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● leverage ratio (Tier 1 capital to average total consolidated assets less amounts deducted from Tier 1 capital) of 4%.

The new capital guidelines also provide that all covered banking organizations must maintain a new capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonus payments to executive officers. Advanced approaches banking organizations (those organizations with either total assets of $250 billion or more, or with foreign exposure of $10 billion or more) also are subject to a supplementary leverage ratio that incorporates a broader set of exposures in the denominator. Advanced approaches organizations also are subject to a countercyclical capital buffer. Failure to satisfy the capital buffer requirements will result in increasingly stringent limitations on various types of capital distributions, including dividends, share buybacks and discretionary payments on Tier 1 instruments, and discretionary bonus payments.

Non-advanced approaches banking organizations, including the Company and the Bank, must begin compliance with the new minimum capital ratios and the standardized approach for risk-weighted assets as of January 1, 2015, and the revised definitions of regulatory capital and the revised regulatory capital deductions and adjustments are being phased in over time for such organizations beginning as of that date. The capital conservation buffer will be phased in for all banking organizations beginning January 1, 2016.

The new capital guidelines contain certain provisions designed to minimize the impact of the revised capital regulations on community banks. In particular, banking organizations with less than $15 billion in total assets (including the Company and the Bank) are not subject to the phase-out of non-qualifying Tier 1 capital instruments, such as TruPS, that were issued and outstanding prior to May 19, 2010. In addition, non-advanced approaches banking organizations have a one-time option, which the Company has exercised, to exclude certain components of accumulated other comprehensive income from inclusion in regulatory capital, comparable to treatment under the previous capital rules. The regulations also retain the existing treatment for residential mortgage exposures in the current risk-based capital rules, rather than adopt the proposed changes that would have required banking organizations to determine the risk weights based on a complex categorization and loan-to-value assessment.

Although the new capital guidelines alleviate some of the concerns of community banks with the capital standards as originally proposed, the new capital standards impose significant changes on the definition of capital, including the inability to include instruments such as TruPS in Tier 1 capital going forward and new constraints on the inclusion of minority interests, mortgage servicing assets, deferred tax assets and certain investments in the capital of unconsolidated financial institutions. In addition, the new guidelines increase the risk-weights of various assets, including certain high volatility commercial real estate and past due asset exposures.The Company and the Bank were in compliance with all such capital requirements as of December 31, 2015.

To assess a bank’s capital adequacy, federal banking agencies, including the FDIC, have also adopted regulations to require an assessment of exposure to declines in the economic value of a bank’s capital due to changes in interest rates. Under such a risk assessment, examiners will evaluate a bank’s capital for interest rate risk on a case-by-case basis, with consideration of both quantitative and qualitative factors. Applicable considerations include the quality of the bank’s interest rate risk management process, the overall financial condition of the bank and the level of other risks at the bank for which capital is needed. Institutions with significant interest rate risk may be required to hold additional capital. The agencies also issued a joint policy statement providing guidance on interest rate risk management, including a discussion of the critical factors affecting the agencies’ evaluation of interest rate risk in connection with capital adequacy.

Prompt Corrective Action. The Federal Deposit Insurance Act (the “FDI Act”), as amended by the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), among other things, identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) and requires the respective federal regulatory agencies to implement systems for “prompt corrective action” for insured depository institutions that do not meet minimum capital requirements within such categories. An institution is subject to progressively more restrictive constraints on operations, management and capital distributions, depending on the category in which it is classified. Failure to meet the capital guidelines could also subject a banking institution to capital raising requirements. An FDIC-supervised insured depositary institution that is undercapitalized is required to submit a capital restoration plan to the FDIC, which plan must include a performance guarantee by its bank holding company. In addition, pursuant to the FDICIA, the various federal regulatory agencies have prescribed certain non-capital standards for safety and soundness relating generally to operations and management, asset quality and executive compensation, and such agencies may take action against a financial institution that does not meet the applicable standards.

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The various federal regulatory agencies have adopted substantially similar regulations that define the five capital categories identified under the FDICIA, using the capital ratios as the relevant capital measures. The new risk-based and leverage capital guidelines incorporate the revised changes in regulatory capital into the prompt corrective action framework, using the total risk-based capital ratio, the Tier 1 risk-based capital ratio, the common equity Tier 1 ratio, the leverage ratio (including, for certain large institutions, beginning January 1, 2018, the supplementary leverage ratio), as well as a tangible equity to total assets ratio, under which an institution’s capital adequacy will be measured for purposes of the “prompt corrective action” framework. Effective January 1, 2015, generally an insured depository institution will be treated as:

● “well capitalized” if its total risk-based capital ratio is at least 10%, its Tier 1 risk-based capital ratio is at least 8%, its common equity Tier 1 capital ratio is at least 6.5%, its leverage ratio is at least 5% and, if applicable, its supplementary leverage ratio is at least 6%, and if it is not subject to any written agreement, order, capital directive, or prompt corrective action directive issued by its primary Federal regulator;

● “adequately capitalized” if its total risk-based capital ratio is at least 8%, its Tier 1 risk-based capital ratio is at least 6%, its common equity Tier 1 capital ratio is at least 4.5%, its leverage ratio is at least 4% and, if applicable, its supplementary leverage ratio is at least 3%, and it is not considered a well-capitalized institution;

● “undercapitalized” if its total risk-based capital ratio is less than 8%, its Tier 1 risk-based capital ratio is less than 6%, its common equity Tier 1 capital ratio is less than 4.5%, its leverage ratio is less than 4% or, if applicable, its supplementary leverage ratio is less than 3%;

● “significantly undercapitalized” if its total risk-based capital ratio is less than 6%, its Tier 1 risk-based capital ratio is less than 4%, its common equity Tier 1 capital ratio is less than 3%, or its leverage ratio is less than 3%; and

● “critically undercapitalized” if it has a ratio of tangible equity (Tier 1 capital plus non-Tier 1 perpetual preferred stock) to total assets equal to or less than 2%.

Under these guidelines, the Bank was considered “well capitalized” as of December 31, 2015.

Other Safety and Soundness Regulations. The Federal Reserve Board has enforcement powers over bank holding companies and has authority to prohibit activities that represent unsafe or unsound practices or constitute violations of law, rule, regulation, administrative order or written agreement with a federal regulator. These powers may be exercised through the issuance of cease and desist orders, civil monetary penalties or other actions.

There also are a number of obligations and restrictions imposed on bank holding companies and their depositary institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the DIF in the event the depository institution is insolvent or is in danger of becoming insolvent. For example, a bank holding company is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each such subsidiary bank. Under this policy, the Federal Reserve may require a holding company to contribute additional capital to an undercapitalized subsidiary bank and may disapprove of the payment of dividends to the holding company’s shareholders if the Federal Reserve believes the payment of such dividends would be an unsafe or unsound practice.

In addition, the “cross guarantee” provisions of federal law require insured depository institutions under common control to reimburse the FDIC for any loss suffered or reasonably anticipated by the DIF as a result of the insolvency of commonly controlled insured depository institutions or for any assistance provided by the FDIC to commonly controlled insured depository institutions in danger of failure. The FDIC may decline to enforce the cross-guarantee provisions if it determines that a waiver is in the best interests of the DIF. The FDIC’s claim for reimbursement under the cross-guarantee provisions is superior to claims of shareholders of the insured depository institution or its holding company but is subordinate to claims of depositors, secured creditors and nonaffiliated holders of subordinated debt of the commonly controlled depository institution.

Federal and state banking regulators also have broad enforcement powers over the Bank, including the power to impose fines and other civil and criminal penalties, and to appoint a conservator (with the approval of the Governor in the case of a North Carolina state bank) in order to conserve the assets of any such institution for the benefit of depositors and other creditors. The NC Commissioner also has the authority to take possession of a North Carolina state bank in certain circumstances, including, among other things, when it appears that such bank has violated its charter or any applicable laws, is conducting its business in an unauthorized or unsafe manner, is in an unsafe or unsound condition to transact its business or has an impairment of its capital stock.

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In June 2010, the federal bank regulatory agencies issued comprehensive final guidance on incentive compensation policies intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk taking. The guidance, which covers senior executives and other employees who have the ability to expose an institution to material amounts of risk (either individually or as part of a group), is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives that appropriately balance risk and financial results in a manner that does not encourage employees to expose their organizations to imprudent risks, (ii) be compatible with effective internal controls and risk management and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. The applicable federal regulator will review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of banking organizations, such as the Company, that are not “large, complex banking organizations,” based on the scope and complexity of the organization’s activities and the prevalence of incentive compensation arrangements. These supervisory findings will be included in reports of examination and will be incorporated into the organization’s supervisory ratings, which can affect the organization’s ability to make acquisitions and take other actions. The applicable federal regulator can take enforcement action against an institution if its incentive compensation arrangements, or related risk-management control or governance processes, pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies.

Deposit Insurance and Assessments. The Bank’s deposits are insured by the DIF as administered by the FDIC, up to the applicable limits set by law (currently $250,000 for accounts under the same name and title), and are subject to the deposit insurance premium assessments of the DIF. The DIF imposes a risk-based deposit insurance premium system under which the assessment rates for an insured depository institution vary according to the level of risk incurred in its activities. To arrive at an assessment rate for a small banking institution (an institution with assets of less than $10 billion), the FDIC places it in one of four risk categories determined by reference to its capital levels and supervisory ratings. In addition, in the case of those institutions in the lowest risk category, the FDIC further determines its assessment rate based on certain specified financial ratios or, if applicable, its long-term debt ratings. The assessment rate schedule can change from time to time, at the discretion of the FDIC, subject to certain limits. Under the current system, premiums are assessed quarterly. Assessments are calculated as a percentage of average consolidated total assets less average tangible equity during the assessment period. The Dodd-Frank Act also increased the minimum designated reserve ratio of the DIF from 1.15% to 1.35% (subsequently set at 2% by the FDIC) of the estimated amount of total insured deposits.

In addition to deposit insurance assessments, insured depository institutions have been required to pay a pro rata portion of the interest due on the obligations issued by the Financing Corporation to fund the closing and disposal of failed thrift institutions by the Resolution Trust Corporation.

The FDIC may terminate the deposit insurance of any insured depository institution if it determines after a hearing that the institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC or the Federal Reserve. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the FDIC. We are not aware of any practice, condition or violation that might lead to termination of the Bank’s deposit insurance.

Dividends and Repurchase Limitations. The payment of dividends and repurchase of stock by the Company are subject to certain requirements and limitations of North Carolina corporate law. In addition, the Federal Reserve Board has issued a policy statement regarding payment of cash dividends by a bank holding company, indicating that a bank holding company generally should pay cash dividends only to the extent that the holding company’s net income for the past year is sufficient to cover the cash dividends, the holding company’s prospective rate of earnings retention is consistent with the holding company’s capital needs and overall financial condition, and the holding company is not in danger of not meeting its minimum regulatory capital adequacy ratios. As a bank holding company, the Company also must obtain Federal Reserve approval prior to repurchasing its Common Stock in excess of 10% of its consolidated net worth during any twelve-month period unless the Company (i) both before and after the repurchase satisfies capital requirements for "well capitalized" bank holding companies; (ii) is “well managed”; and (iii) is not the subject of any unresolved supervisory issues. For this purpose, a bank holding company will be considered to be "well-capitalized" if it maintains a total risk-based capital ratio of at least 10%, a tier 1 risk-based capital ratio of at least 6%, and is not subject to a written agreement, order, capital directive or prompt corrective action directive issued by the Federal Reserve Board to meet and maintain a specific capital level for any capital measure; and a bank holding company will be considered to be "well-managed" if it has received at least a satisfactory composite rating and at least a satisfactory rating for management, if applicable.

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The Company is a legal entity separate and apart from the Bank. The primary source of funds for distributions paid by the Company, as well as funds used to pay principal and interest on the Company’s indebtedness, is dividends from the Bank, and the Bank is subject to laws and regulations that limit the amount of dividends it can pay. North Carolina law provides that, subject to certain capital requirements, the Bank generally may declare a dividend out of undivided profits as the board of directors deems expedient.

In addition to the foregoing, the ability of either the Company or the Bank to pay dividends may be affected by the various minimum capital requirements and the capital and non-capital standards established under the FDICIA, as described above. For instance, as an insured depository institution, the Bank is prohibited from making capital distributions, including the payment of dividends, if after such distribution the institution would be “undercapitalized” (as defined). Furthermore, if in the opinion of a federal regulatory agency, a bank under its jurisdiction is engaged in or is about to engage in an unsafe or unsound practice (which, depending on the financial condition of the bank, could include the payment of dividends), such agency may require, after notice and hearing, that such bank cease and desist from such practice. The right of the Company, its shareholders and its creditors to participate in any distribution of assets or earnings of the Bank is further subject to the prior claims of creditors against the Bank.

Volcker Rule. The Dodd-Frank Act amended the BHC Act to require the federal banking regulatory agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring a covered fund (such as a hedge fund and or private equity fund), commonly referred to as the “Volcker Rule.” In December 2013, the federal banking regulatory agencies adopted a final rule construing the Volcker Rule, which was effective April 1, 2014. Banking entities will have until July 21, 2016 (expected to be extended until July 21, 2017 by the Federal Reserve Board) to conform their activities to the requirements of the rule.

Interchange Fees. The Dodd-Frank Act also amended the Electronic Fund Transfer Act to require that the amount of any interchange fee charged for electronic debit transactions by debit card issuers having assets over $10 billion must be reasonable and proportional to the actual cost of a transaction to the issuer, commonly referred to as the “Durbin Amendment”. The Federal Reserve Board has adopted final rules which limit the maximum permissible interchange fees that such issuers can receive for an electronic debit transaction. Although the restrictions on interchange fees do not apply to institutions with less than $10 billion in assets, the price controls could negatively impact bankcard services income for smaller banks if the reductions that are required of larger banks cause industry-wide reduction of swipe fees.

Transactions with Affiliates of the Bank. Transactions between an insured bank and any of its affiliates are governed by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is any company or entity that controls or is under common control with the bank. Sections 23A and 23B, as implemented by the Federal Reserve Board’s Regulation W, (i) limit the extent to which a bank or its subsidiaries may engage in covered transactions (including extensions of credit) with any one affiliate to an amount equal to 10% of such bank’s capital stock and retained earnings, and limit such transactions with all affiliates to an amount equal to 20% of capital stock and retained earnings; (ii) require collateralization of between 100% and 130% for extensions of credit to an affiliate; and (iii) require that all affiliated transactions be on terms that are consistent with safe and sound banking practices. The term “covered transaction” includes the making of loans, purchasing of assets, issuing of guarantees and other similar types of transactions and, pursuant to the Dodd-Frank Act, includes securities lending, repurchase agreements and derivative activities. In addition, any covered transaction by a bank with an affiliate and any purchase of assets or services by a bank from an affiliate must be on terms that are substantially the same, or at least as favorable to the bank, as those that prevailing at the time for similar transactions with non-affiliates.

Community Reinvestment Act. Under the CRA, any insured depository institution has a continuing and affirmative obligation, consistent with its safe and sound operation, to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods. The CRA neither establishes specific lending requirements or programs for institutions nor limits an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA requires the FDIC, in connection with its examination of a bank, to assess the institution’s record of meeting the credit needs of its community and to take such record into account in its evaluation of certain bank applications, including applications for additional branches and acquisitions. In addition, in connection with an application by a bank holding company to acquire a bank or other bank holding company, the Federal Reserve Board is required to assess the record of each subsidiary bank of the bank holding company. Failure to adequately meet the credit needs of the community it serves could impose additional requirements or limitations on a bank or delay action on an application. The Bank received a “satisfactory” rating in its most recent CRA examination, dated April 11, 2014.

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Loans to Insiders. Federal law also constrains the types and amounts of loans that the Bank may make to its executive officers, directors and principal shareholders. Among other things, these loans are limited in amount, must be approved by the Bank’s board of directors in advance, and must be on terms and conditions as favorable to the Bank as those available to an unrelated person. The Dodd-Frank Act strengthened restrictions on loans to insiders and expanded the types of transactions subject to the various limits, including derivative transactions, repurchase agreements, reverse repurchase agreements and securities lending or borrowing transactions. The Dodd-Frank Act also places restrictions on certain asset sales to and from an insider to an institution, including requirements that such sales be on market terms and, in certain circumstances, approved by the institution’s board of directors.

Bank Secrecy Act; Anti-Money Laundering. We are subject to the Bank Secrecy Act, as amended by the USA PATRIOT Act (the “BSA”). The BSA gives the federal government powers to address terrorist threats through enhanced domestic security measures, expanded surveillance powers, increased information sharing, and broadened anti-money laundering requirements. The BSA takes measures intended to encourage information sharing among institutions, bank regulatory agencies and law enforcement bodies and imposes affirmative obligations on a broad range of financial institutions, including the Company. The following obligations are among those imposed by the BSA:

• Financial institutions must establish anti-money laundering programs that include, at minimum: (i) internal policies, procedures and controls; (ii) specific designation of an anti-money laundering compliance officer; (iii) ongoing employee training programs; and (iv) an independent audit function to test the anti-money laundering program.

• Financial institutions must satisfy minimum standards with respect to customer identification and verification, including adoption of a written customer identification program appropriate for the institution’s size, location and business.

• Financial institutions that establish, maintain, administer or manage private banking accounts or correspondent accounts in the United States for non-United States persons or their representatives (including foreign individuals visiting the United States) must establish appropriate, specific and where necessary, enhanced due diligence policies, procedures and controls designed to detect and report money laundering through these accounts.

• Financial institutions may not establish, maintain, administer or manage correspondent accounts for foreign shell banks (foreign banks that do not have a physical presence in any country).

• Bank regulators are directed to consider a bank’s effectiveness in combating money laundering when ruling on certain applications.

Commercial Real Estate (“CRE”) and Construction and Development (“C&D”) Concentration Guidance. In 2006 and again in 2008, federal banking agencies, including the FDIC, issued guidance designed to emphasize risk management for institutions with significant CRE and C&D loan concentrations. The guidance reinforces and enhances the FDIC’s existing regulations and guidelines for real estate lending and loan portfolio management and emphasizes the importance of strong capital and loan loss allowance levels and robust credit risk-management practices for institutions with significant CRE and C&D exposure. While the defined thresholds past which a bank is deemed to have a concentration in CRE loans prompt enhanced risk management protocols, the guidance does not establish specific lending limits. Rather, the guidance seeks to promote sound risk management practices that will enable banks to continue to pursue CRE and C&D lending in a safe and sound manner. In addition, a bank should perform periodic market analyses for the various property types and geographic markets represented in its portfolio and perform portfolio level stress tests or sensitivity analyses to quantify the impact of changing economic conditions on asset quality, earnings and capital.

Consumer Laws and Regulations. Banks are also subject to certain laws and regulations that are designed to protect consumers. Among the more prominent of such laws and regulations are the Truth in Lending Act, the Truth in Savings Act, the Electronic Fund Transfer Act, the Expedited Funds Availability Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act and consumer privacy protection provisions of the Gramm-Leach-Bliley Act and comparable state laws. These laws and regulations mandate certain disclosure requirements and regulate the manner in which financial institutions deal with consumers. With respect to consumer privacy, the Gramm-Leach-Bliley Act generally prohibits disclosure of customer information to non-affiliated third parties unless the customer has been given the opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to customers annually.

The Dodd-Frank Act created the Bureau of Consumer Financial Protection (the “Bureau”) within the Federal Reserve System. The Bureau is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The Bureau has rulemaking authority over many of the statutes governing products and services offered to bank consumers. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are more stringent than those regulations promulgated by the Bureau and state attorneys general are permitted to enforce consumer protection rules adopted by the Bureau against state-chartered institutions. The Bureau has examination and primary enforcement authority with respect to depository institutions with $10 billion or more in assets. Depository institutions with less than $10 billion in assets are subject to rules promulgated by the Bureau, but continue to be examined and supervised by federal banking regulatory agencies for consumer compliance purposes.

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During 2013, the Bureau issued a series of proposed and final rules related to mortgage loan origination and mortgage loan servicing. In particular, in January 2013, the Bureau issued its final rule, which was effective January 10, 2014, on ability to repay and qualified mortgage standards to implement various requirements of the Dodd-Frank Act amending the Truth in Lending Act. The final rule requires mortgage lenders to make a reasonable and good faith determination, based on verified and documented information, that a borrower will have the ability to repay a mortgage loan according to its terms before making the loan. The final rule also includes a definition of a “qualified mortgage,” which provides the lender with a presumption that the ability to repay requirements has been met. This presumption is conclusive (i.e. a safe harbor) if the loan is a “prime” loan and rebuttable if the loan is a higher-priced, or subprime, loan. The ability-to-repay rule has the potential to significantly affect our business, as a borrower can challenge a loan’s status as a qualified mortgage or that the lender otherwise established the borrower’s ability to repay in a direct cause of action for three years from the origination date, or as a defense to foreclosure at any time. In addition, the value and marketability of non-qualified mortgages may be adversely affected.

Anti-Tying Restrictions. Under amendments to the BHC Act and Federal Reserve Board regulations, a bank is prohibited from engaging in certain tying or reciprocity arrangements with its customers. In general, a bank may not extend credit, lease or sell property, or furnish any services or fix or vary the consideration for these on the condition that (i) the customer obtain or provide some additional credit, property or services from or to the bank, its bank holding company or any subsidiary of the bank holding company or (ii) the customer may not obtain some other credit, property or services from a competitor of the bank, except to the extent reasonable conditions are imposed to assure the soundness of the credit extended. Certain arrangements are permissible: a bank may offer combined-balance products and may otherwise offer more favorable terms if a customer obtains two or more traditional bank products; and certain foreign transactions are exempt from the general rule. A bank holding company or any bank affiliate also is subject to anti-tying requirements in connection with electronic benefit transfer services.

Annual Disclosure Statement

This Annual Report on Form 10-K also serves as the annual disclosure statement of the Bank pursuant to Part 350 of the FDIC’s rules and regulations. This statement has not been reviewed or confirmed for accuracy or relevance by the FDIC.

Website Access to the Company’s SEC Filings

The Company maintains an Internet website at www.parksterlingbank.com (this uniform resource locator, or URL, is an inactive textual reference only and is not intended to incorporate the Company’s website into this Annual Report on Form 10-K). The Company makes available, free of charge on or through this website, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after the Company electronically files each such report or amendment with, or furnishes it to, the SEC.

Item 1A. Risk Factors

In addition to the other information included and incorporated by reference in this Annual Report on Form 10-K, you should carefully consider the risk factors and uncertainties described below in evaluating an investment in the Company’s Common Stock. Additional risks and uncertainties not currently known to the Company, or which the Company currently deems not material, also may adversely impact the Company’s business operations. The value or market price of the Company’s Common Stock could decline due to any of these identified or other risks, and you could lose all or part of your investment.

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Risks Associated With Our Growth Strategy

We may not be able to implement aspects of our growth strategy.

Our growth strategy contemplates the continued expansion of our business and operations both organically and by selective acquisitions such as through the establishment or acquisition of banks and banking offices in our market areas and other markets. Implementing these aspects of our growth strategy depends, in part, on our ability to successfully identify acquisition opportunities and strategic partners that will complement our operating philosophy and to successfully integrate their operations with ours, as well as generate loans and deposits of acceptable risk and expense. To successfully acquire or establish banks or banking offices, we must be able to correctly identify profitable or growing markets, as well as attract the necessary relationships and high caliber banking personnel to make these new banking offices profitable. In addition, we may not be able to identify suitable opportunities for further growth and expansion or, if we do, we may not be able to successfully integrate these new operations into our business. As consolidation of the financial services industry continues, the competition for suitable acquisition candidates may increase. We will compete with other financial services companies for acquisition opportunities, and many of these competitors have greater financial resources than we do and may be able to pay more for an acquisition than we are able or willing to pay. We can offer no assurance that we will have opportunities to acquire other financial institutions or acquire or establish any new branches or loan production offices, or that we will be able to negotiate, finance and complete any opportunities available to us. If we are unable to effectively implement our growth strategies, our business, results of operations and stock price may be materially and adversely affected.

Future expansion involves risks.

The acquisition by us of other financial institutions or parts of those institutions, or the establishment of de novo branch offices and loan production offices, involves a number of risks, including the risk that:

● we may incur substantial costs in identifying and evaluating potential acquisitions and merger partners, or in evaluating new markets, hiring experienced local managers, and opening new offices;

● our estimates and judgments used to evaluate credit, operations, management and market risks relating to target institutions may not be accurate;

● the institutions we acquire may have distressed assets and there can be no assurance that we will be able to realize the value we predict from those assets or that we will make sufficient provisions or have sufficient capital for future losses;

● we may be required to take write-downs or write-offs, restructuring and impairment, or other charges related to the institutions we acquire that could have a significant negative effect on our financial condition and results of operations;

● there may be substantial lag-time between completing an acquisition or opening a new office and generating sufficient assets and deposits to support costs of the expansion;

● we may not be able to finance an acquisition, or the financing we obtain may have an adverse effect on our results of operations or result in dilution to our existing shareholders;

● our management’s attention in negotiating a transaction and integrating the operations and personnel of the combining businesses may be diverted from our existing business and we may not be able to successfully integrate such operations and personnel;

● our announcement of another transaction prior to completion of a merger could result in a delay in obtaining regulatory or shareholder approval for a merger, which could have the effect of limiting our ability to fully realize the expected financial benefits from the transaction;

● we may not be able to obtain regulatory approval for an acquisition;

● we may enter new markets where we lack local experience or that introduce new risks to our operations, or that otherwise result in adverse effects on our results of operations;

● we may introduce new products and services we are not equipped to manage or that introduce new risks to our operations, or that otherwise result in adverse effects on our results of operations;

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● we may incur intangible assets in connection with an acquisition, or the intangible assets we incur may become impaired, which results in adverse short-term effects on our results of operations;

● we may assume liabilities in connection with an acquisition, including unrecorded liabilities that are not discovered at the time of the transaction, and the repayment of those liabilities may have an adverse effect on our results of operations, financial condition and stock price; or

● we may lose key employees and customers.

We cannot assure you that we will be able to successfully integrate any banking offices that we acquire into our operations or retain the customers of those offices. If any of these risks occur in connection with our expansion efforts, it may have a material and adverse effect on our results of operations and financial condition.

It may be difficult to integrate the business of First Capital and we may fail to realize all of the anticipated benefits of the acquisition of First Capital.

If our costs to integrate the business of First Capital into our existing operations are greater than anticipated or we are not able to achieve the anticipated benefits of the merger, including cost savings and other synergies, our business could be negatively affected. In addition, it is possible that the ongoing integration processes could result in the loss of key employees, loss of customers, errors or delays in systems implementation, the disruption of our ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with customers and employees or to achieve the anticipated benefits of the merger. Integration efforts also may divert management attention and resources.

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

We accounted for the First Capital merger under the acquisition method of accounting, recording the acquired assets and liabilities of First Capital at fair value based on preliminary acquisition accounting adjustments. Under acquisition accounting, we have until one year after the merger date to finalize the fair value adjustments, meaning we may adjust the preliminary fair value estimates of First Capital’s assets and liabilities based on new or updated information that provided a better estimate of the fair value at merger date.

We recorded at fair value all purchased credit-impaired (“PCI”) loans acquired in the merger based on the present value of their expected cash flows. We estimated cash flows using specific credit reviews of certain loans, quantitative credit risk, interest rate risk and prepayment risk models, and qualitative economic and environmental assessments, each of which uses assumptions about matters that are inherently uncertain. We may not realize the estimated cash flows or fair value of these loans. In addition, although the difference between the pre-merger carrying value of PCI loans and their expected cash flows – the “nonaccretable difference” – is available to absorb future charge-offs, we may be required to increase our allowance for loan losses and related provision expense because of subsequent additional credit deterioration in these loans.

We may not be able to maintain our rate of growth, which may adversely affect our results of operations and financial condition.

We have grown rapidly since we commenced operations in October 2006, and our business strategy contemplates continued growth, both organically and through acquisitions. We can provide no assurance that we will continue to be successful in increasing the volume of loans and deposits or in introducing new products and services at acceptable risk levels and upon acceptable terms while managing the costs and implementation risks associated with our historical or modified organic growth strategy. We may be unable to continue to increase our volume of loans and deposits or to introduce new products and services at acceptable risk levels for a variety of reasons, including an inability to maintain capital and liquidity sufficient to support continued growth. If we are successful in continuing our growth, we cannot assure you that further growth would offer the same levels of potential profitability or that we would be successful in controlling costs and maintaining asset quality. Accordingly, an inability to maintain growth, or an inability to effectively manage growth, could adversely affect our results of operations, financial condition and stock price.

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New bank office facilities and other facilities may not be profitable.

We may not be able to organically expand into new markets that are profitable for our franchise. The costs to start up new bank branches and loan production offices in new markets, other than through acquisitions, and the additional costs to operate these facilities would increase our noninterest expense and may decrease our earnings. It may be difficult to adequately and profitably manage our growth through the establishment of bank branches or loan production offices in new markets. In addition, we can provide no assurance that our expansion into any such new markets will successfully attract enough new business to offset the expenses of the operation of new bank branches or loan production offices. If we are not able to do so, our earnings and stock price may be negatively impacted.

Acquisition of assets and assumption of liabilities may expose us to intangible asset risk, which could impact our results of operations and financial condition.

In connection with any acquisitions, as required by United States generally accepted accounting principles (“GAAP”), we will record assets acquired and liabilities assumed at their fair value, and, as such, acquisitions may result in us recording intangible assets, including deposit intangibles and goodwill. We will perform a goodwill valuation at least annually to test for goodwill impairment. Impairment testing is a two-step process that first compares the fair value of goodwill with its carrying amount, and second measures impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. Adverse conditions in our business climate, including a significant decline in future operating cash flows, a significant change in our stock price or market capitalization, or a deviation from our expected growth rate and performance, may significantly affect the fair value of any goodwill and may trigger impairment losses, which could be materially adverse to our results of operations, financial condition and stock price.

The continued success of our growth strategy depends on our ability to identify and retain individuals with experience and relationships in the markets in which we intend to expand.

Our growth strategy contemplates that we will continue to expand our business and operations to other markets in the Carolinas and Virginia. We intend to primarily target market areas that we believe possess attractive demographic, economic or competitive characteristics. To expand into new markets successfully, we must identify and retain experienced key management members with local expertise and relationships in these markets. Competition for qualified personnel in the markets in which we may expand may be intense, and there may be a limited number of qualified persons with knowledge of and experience in the commercial banking industry in these markets. Even if we identify individuals that we believe could assist us in establishing a presence in a new market, we may be unable to recruit these individuals away from other banks or be unable to do so at a reasonable cost. In addition, the process of identifying and recruiting individuals with the combination of skills and attributes required to carry out our strategy is often lengthy. Our inability to identify, recruit and retain talented personnel to manage new offices effectively would limit our growth and could materially adversely affect our business, financial condition, results of operations and stock price.

We may need additional access to capital, which we may be unable to obtain on attractive terms or at all.

We may need to incur additional debt or equity financing in the future to make strategic acquisitions or investments, for future growth or to fund losses or additional provision for loan losses in the future. Our ability to raise additional capital, if needed, will depend in part on conditions in the capital markets at that time, which are outside our control, and on our financial performance. Accordingly, we may be unable to raise additional capital, if and when needed, on terms acceptable to us, or at all. If we cannot raise additional capital when needed, our ability to further expand our operations through internal growth and acquisitions could be materially impaired and our stock price negatively affected.

Risks Associated With Our Business

Our business may be adversely affected by conditions in the financial markets and economic conditions generally. 

Our financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, as well as demand for loans and other products and services that we offer, is highly dependent upon the business and economic environment in the primary markets in which we operate and in the United States as a whole. Although there has been improvement in general economic conditions in the United States since the recession experienced in 2007-09, with evidence of stabilizing home prices and a reduction in unemployment levels, economic growth and business activity across a wide range of industries and regions in the United States has been slow and uneven, underemployment and household debt levels remain elevated and interest rates remain historically low. There can be no assurance that that economic conditions will continue to improve, and they may worsen.

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Our business also is impacted by the domestic and international capital and credit markets, which have been experiencing volatility and disruption in recent years, resulting in uncertainty in the financial markets in general. In addition, instability in international market, economic and political conditions impacts global economic conditions, including economic recovery in the United States.

Economic pressure on consumers and uncertainty regarding continuing economic improvement may result in changes in consumer and business spending, borrowing and savings habits. A return of recessionary conditions or negative developments in global financial markets or economies may significantly affect the markets in which we do business, the value of our loans and investments and our ongoing operations, costs and profitability. In particular, negative developments in our current and target markets could drive losses beyond those that are or will be provided for in our allowance for loan losses and result in the following consequences:

● increases in loan delinquencies;

● increases in nonperforming loans and foreclosures;

● decreases in demand for our products and services, which could adversely affect our liquidity position;

● decreases in the value of the collateral securing loans, especially real estate, which could reduce customers’ borrowing power; and

● decreases in the ability to raise additional capital on acceptable terms, or at all.

Changes in the policies of monetary authorities and other governmental action could adversely affect our profitability.

Our business and results of operations also are affected by fiscal and monetary policy. The actions of the Federal Reserve Board in the United States, and central banks internationally, regulate the supply of money and credit and the global financial system, impacting the cost of funds for lending, investing and capital-raising activities and the return earned on those loans and investments, both of which affect net interest margin. The actions of monetary authorities also can affect the value of financial instruments and other assets. Changes in domestic and international fiscal and monetary policies are beyond our control and difficult to predict but could have an adverse impact on our financial condition and results of operations.

Our estimated allowance for loan losses may not be sufficient to cover actual loan losses, which could adversely affect our earnings.

We maintain an allowance for loan losses in an attempt to cover loan losses inherent in our loan portfolio. The determination of the allowance for loan losses, which represents management’s estimate of probable losses inherent in our credit portfolio, involves a high degree of judgment and complexity. Our policy is to establish reserves for estimated losses on delinquent and other problem loans when it is determined that losses are expected to be incurred on such loans. At December 31, 2015, our allowance for loan losses totaled approximately $9.1 million, which represented 0.52% of total loans and 109.85% of total nonperforming loans. Management’s determination of the adequacy of the allowance is based on various factors, including an evaluation of the portfolio, current economic conditions, the volume and type of lending conducted by us, composition of the portfolio, the amount of our classified assets, seasoning of the loan portfolio, the status of past due principal and interest payments and other relevant factors. Changes in such estimates may have a significant impact on our financial statements. If our assumptions and judgments prove to be incorrect, our current allowance may not be sufficient and adjustments may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. In addition, we may be required to increase the allowance due to the conditions of loans acquired as result of our acquisitions of financial institutions should the remaining acquisition accounting fair market value adjustments for such loans be judged inadequate relative to their estimated future performance. Federal and state regulators also periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs, based on judgments different from those of management. However, no assurance can be given that the allowance will be adequate to cover loan losses inherent in our loan portfolio, and we may experience losses in our loan portfolio or perceive adverse conditions and trends that may require us to significantly increase our allowance for loan losses in the future. Any increase in our allowance for loan losses would have an adverse effect on our results of operations and financial condition, which could impact our stock price.

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If our nonperforming assets increase, our earnings will suffer.

At December 31, 2015, our nonperforming assets totaled approximately $13.7 million, or 0.54% of total assets. Our nonperforming assets adversely affect our earnings in various ways. We do not record interest income on nonaccrual loans or other real estate owned (“OREO”). We must reserve for probable losses, which is established through a current period charge to the provision for loan losses as well write-downs from time to time, as appropriate, of the value of properties in our OREO portfolio to reflect changing market values. Additionally, there are legal fees associated with the resolution of problem assets as well as carrying costs such as taxes, insurance and maintenance related to our OREO. Further, the resolution of nonperforming assets requires the active involvement of management, which can distract them from more profitable activity. Finally, if our estimate for the recorded allowance for loan losses proves to be incorrect and our allowance is inadequate, we will have to increase the allowance accordingly and as a result our earnings may be adversely affected, which could impact our stock price.

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Failure to comply with the terms of the FDIC loss-share agreements acquired from Citizens South may result in significant losses.

As a result of our merger with Citizens South, we assumed certain FDIC loss-share agreements. Our loss-share agreement related to Bank of Hiawassee’s non-single family assets expired on March 31, 2015, and on April 1, 2015, the remaining balance of $19.6 million associated with the Bank of Hiawassee non-single family loans and the remaining balance of $812 thousand associated with the Bank of Hiawassee non-single family OREO was transferred from the covered portfolio to the non-covered portfolio. As of December 31, 2015, the remaining loss-share agreements cover approximately $18.9 million (net of related fair value marks) in assets, and provide that the FDIC will reimburse us for between 80 and 95 percent of net losses on covered assets. To receive such reimbursements, we must comply with the specific, detailed and cumbersome compliance, servicing, notification and reporting requirements provided in the agreements. Our failure to comply with the terms of the agreements or to properly service the loans and OREO under the requirements of the loss-share agreements may cause individual loans or large pools of loans to lose eligibility for loss-share payments from the FDIC. This could result in material losses that are currently not anticipated.

Our concentration in loans secured by real estate, particularly commercial real estate and construction and development, may increase our loan losses.

We offer a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Many of our loans are secured by real estate (both residential and commercial) in our market areas. Consequently, declines in economic conditions in these market areas may have a greater effect on our earnings and capital than on the earnings and capital of larger financial institutions whose real estate loan portfolios are more geographically diverse.

At December 31, 2015, approximately 84% of our loans had real estate as a primary or secondary component of collateral, with 16% of those loans secured by construction and development collateral. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value during the time the credit is extended. If we are required to liquidate the collateral securing a loan to satisfy the debt during a period of reduced real estate values, our earnings and capital could be adversely affected. Real estate values have declined significantly during the recent economic crisis. Although real estate prices in most of our markets have stabilized or are improving, a renewed decline in real estate values would expose us to further deterioration in the value of the collateral for all loans secured by real estate and may adversely affect our results of operations and financial condition.

Commercial real estate loans are generally viewed as having more risk of default than residential real estate loans, particularly when there is a downturn in the business cycle. They are also typically larger than residential real estate loans and consumer loans and depend on cash flows from the owner’s business or the property to service the debt. Cash flows may be affected significantly by general economic conditions and a downturn in the local economy or in occupancy rates in the local economy where the property is located, each of which could increase the likelihood of default on the loan. Because our loan portfolio contains a number of commercial real estate loans with relatively large balances, the deterioration of one or a few of these loans could cause a significant increase in the percentage of nonperforming loans. An increase in nonperforming loans could result in a loss of earnings from these loans, an increase in the provision for loan losses and an increase in charge-offs, all of which could have a material adverse effect on our results of operations and financial condition, which could negatively affect our stock price.

Banking regulators are examining commercial real estate lending activity with heightened scrutiny and may require banks with higher levels of commercial real estate loans to implement improved underwriting, internal controls, risk management policies and portfolio stress testing, as well as possibly higher levels of allowances for losses and capital levels as a result of commercial real estate lending growth and exposures, which could have a material adverse effect on our results of operations, which in turn could negatively affect our stock price.

Since we engage in lending secured by real estate and may be forced to foreclose on the collateral property and own the underlying real estate, we may be subject to the increased costs associated with the ownership of real property, which could adversely impact our results of operations and stock price.

Since we originate loans secured by real estate, we may have to foreclose on the collateral property to protect our investment and may thereafter own and operate such property, in which case we are exposed to the risks inherent in the ownership of real estate. The amount that we, as a mortgagee, may realize after a default is dependent upon factors outside of our control, including, but not limited to: general or local economic conditions; environmental cleanup liability; neighborhood values; interest rates; real estate tax rates; operating expenses of the mortgaged properties; supply of and demand for rental units or properties; ability to obtain and maintain adequate occupancy of the properties; zoning laws; governmental rules, regulations and fiscal policies; and acts of God. Certain expenditures associated with the ownership of real estate, principally real estate taxes and maintenance costs, may adversely affect the income from the real estate. Therefore, the cost of operating income-producing real property may exceed the rental income earned from such property, and we may have to advance funds in order to protect our investment or we may be required to dispose of the real property at a loss.

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We maintain a number of large lending relationships, any of which could have a material adverse effect on our results of operations if our borrowers were not to perform according to the terms of these loans.

Our ten largest lending relationships (including aggregate exposure to guarantors) at December 31, 2015, range from $10.4 million to $20.2 million and averaged $13.2 million. None of these lending relationships was included in nonperforming loans at December 31, 2015. The deterioration of one or more large relationship loans could result in a significant increase in our nonperforming loans and our provision for loan losses, which would negatively impact our results of operations.

The FDIC deposit insurance assessments that we are required to pay may increase in the future, which would have an adverse effect on our earnings.

As an insured depository institution, we are required to pay quarterly deposit insurance premium assessments to the FDIC to maintain the level of the FDIC deposit insurance reserve ratio. The recent failures of many financial institutions have significantly increased the loss provisions of the DIF, resulting in a decline in the reserve ratio. As a result of recent economic conditions and the enactment of the Dodd-Frank Act, the FDIC revised its assessment rates which raised deposit premiums for certain insured depository institutions. If these increases are insufficient for the DIF to meet its funding requirements, further special assessments or increases in deposit insurance premiums may be required. The Company is generally unable to control the amount of premiums that it is required to pay for FDIC insurance. If there are additional bank or financial institution failures, the FDIC may increase the deposit insurance assessment rates. Any future assessments, increases or required prepayments in FDIC insurance premiums may materially adversely affect our earnings and could negatively affect our stock price.

Deterioration in the fiscal position of the United States federal government and a downgrade of United States government securities by the credit rating agencies and Europe’s debt crisis could have a material adverse effect on our business, financial condition and results of operations.

The long-term outlook for the fiscal position of the United States federal government is uncertain, as illustrated by the 2011 downgrade by certain rating agencies of United States government securities. Continuing federal budget deficit concerns, including the impact on the national debt ceiling, and overall weakness in the economy could lead to additional downgrades, which could create uncertainty in the United States and global financial markets and economies. Any such adverse impact could cause other events which, directly or indirectly, could adversely affect our business, financial condition and results of operations.

In addition, the possibility that certain European Union (“EU”) member states will default on their debt obligations has negatively impacted economic conditions and global markets. The continued uncertainty over the outcome of international and the EU’s financial support programs and the possibility that other EU member states may experience similar financial troubles could further disrupt global markets. The negative impact on economic conditions and global markets could also have a material adverse effect on our business, financial condition and results of operations.

Our net interest income could be negatively affected by interest rate adjustments by the Federal Reserve Board.

As a financial institution, our earnings are dependent upon our net interest income, which is the difference between the interest income that we earn on interest-earning assets, such as investment securities and loans, and the interest expense that we pay on interest-bearing liabilities, such as deposits and borrowings. Therefore, any change in general market interest rates, including changes resulting from changes in the Federal Reserve Board’s policies, affects us more than non-financial institutions and can have a significant effect on our net interest income and total income. Our assets and liabilities may react differently to changes in overall market rates or conditions because there may be mismatches between the repricing or maturity characteristics of our assets and liabilities. As a result, an increase or decrease in market interest rates could have a material adverse effect on our net interest margin and results of operations. Actions by monetary and fiscal authorities, including the Federal Reserve Board, could have an adverse effect on our deposit levels, loan demand, business and results of operations.

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The Federal Reserve Board raised interest rates by 25 basis points in December 2015 after having held interest rates at almost zero over recent years. However, the consistently low rate environment has negatively impacted our net interest margin, notwithstanding decreases in nonperforming loans and improvements in deposit mix. Any reduction in net interest income will negatively affect our business, financial condition, liquidity, results of operations, cash flows and/or the price of our securities.

The primary tool that management uses to measure short-term interest rate risk is a net interest income simulation model prepared by an independent correspondent bank. As of December 31, 2015, the Company is considered to be in a liability-sensitive position, meaning income and capital are generally expected to decrease with an increase in short-term interest rates and, conversely, to increase with a decrease in short-term interest rates. However, based on the results of this simulation model, which assumed a static environment with no contemplated asset growth or changes in our balance sheet management strategies, if short-term interest rates immediately decreased by 200 basis points, we could expect net income and capital to decrease by approximately $1.4 million over a 12-month period. This result is primarily due to the current low interest rate environment, under which interest rates on the Company’s average interest-bearing liabilities cannot benefit fully from a 200 basis point rate reduction, without turning negative, while yields on our average interest-earning assets could decline by 200 basis points. Furthermore, if short-term interest rates increase by 300 basis points, simulation modeling predicts net interest income will also decline by approximately $5.0 million over a 12-month period as a result of our liability-sensitive position. The actual amount of any increase or decrease may be higher or lower than predicted by our simulation model.

We are subject to extensive regulation that could limit or restrict our activities.

We operate in a highly regulated industry and currently are subject to examination, supervision and comprehensive regulation by the NC Commissioner, the FDIC and the Federal Reserve Board. Our compliance with these regulations is costly and restricts certain of our activities, including payment of dividends, mergers and acquisitions, investments, loans and interest rates charged, locations of offices, and the ability to accept brokered deposits. We must also meet regulatory capital requirements. If we fail to meet these capital and other regulatory requirements, our financial condition, liquidity, deposit funding strategy and results of operations would be materially and adversely affected. Our failure to remain well capitalized and well managed for regulatory purposes could affect customer confidence, the ability to execute our business strategies, the ability to grow our assets or establish new branches, the ability to obtain or renew brokered deposits, our cost of funds and FDIC insurance, the ability to pay dividends on or repurchase shares of our Common Stock and the ability to make acquisitions.

The laws and regulations applicable to the banking industry could change at any time, and we cannot predict the effects of these changes on our business and profitability. For example, new legislation or regulation could limit the manner in which we may conduct our business, including our ability to obtain financing, attract deposits and make loans. Many of these regulations are intended to protect depositors, the public and the FDIC, not shareholders. In addition, the burden imposed by these regulations may place us at a competitive disadvantage compared to competitors who are less regulated. The laws, regulations, interpretations and enforcement policies that apply to us have been subject to significant change in recent years, sometimes retroactively applied, and may change significantly in the future.

The Dodd-Frank Act represents a significant overhaul of many aspects of the regulation of the financial-services industry, including new or revised regulation of such things as systemic risk, capital adequacy, deposit insurance assessments and consumer financial protection. The federal banking regulators have adopted new regulatory capital rules applicable to United States banking organizations. Complying with these and other new legislative or regulatory requirements, and any programs established thereunder, could have a material adverse impact on our business, financial condition and results of operations.

If we have to record an other-than-temporary-impairment in connection with our collateralized loan obligations (“CLOs”) as a result of the Volcker Rule, it could have a negative impact on our profitability.

The Volcker Rule generally prohibits banking entities from engaging in proprietary trading and investing in and sponsoring a covered fund (such as a hedge fund and or private equity fund). At December 31, 2015, we held one investment in a senior tranche of CLO totaling $5.0 million, with a net unrealized loss of $57,300, which currently would be prohibited under the Volcker Rule. Unless the CLO documentation is amended to avoid inclusion within the rule’s prohibitions, we would have to recognize write-downs of these securities, by recognizing an other-than-temporary impairment (“OTTI”) in conformity with GAAP rules, and sell these securities before July 2017 assuming the date for conformity with the Volcker Rule is extended from July 2016. As we approach July 2017, the price of these securities could be negatively impacted as many holders of these and similar instruments will be forced to liquidate their positions. Any OTTI charges could significantly impact our earnings.

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Our success depends significantly on economic conditions in our market areas.

Unlike larger organizations that are more geographically diversified, our banking offices are currently concentrated in North Carolina, South Carolina, North Georgia, and Richmond, Virginia, and we expect that our banking offices will remain primarily concentrated in North Carolina, South Carolina, North Georgia and Virginia. As a result of this geographic concentration, our financial results will depend largely upon economic conditions in these market areas. If the communities in which we operate do not grow or if prevailing economic conditions, locally or nationally, deteriorate, this may have a significant impact on the amount of loans that we originate, the ability of our borrowers to repay these loans and the value of the collateral securing these loans. A return to economic downturn conditions caused by inflation, recession, unemployment, government action or other factors beyond our control would likely contribute to the deterioration of the quality of our loan portfolio and reduce our level of deposits, which in turn would have an adverse effect on our business.

In addition, some portions of our target market are in coastal areas, which are susceptible to hurricanes and tropical storms. Such weather events can disrupt our operations, result in damage to our properties, decrease the value of real estate collateral for our loans and negatively affect the local economies in which we operate. We cannot predict whether or to what extent damage that may be caused by future hurricanes or other weather events will affect our operations or the economies in our market areas, but such weather events could result in a decline in loan originations, a decline in the value or destruction of properties securing our loans and an increase in delinquencies, foreclosures and loan losses. Our business or results of operations may be adversely affected by these and other negative effects of hurricanes or other significant weather events.

If we lose key employees, our business may suffer.

Our operating results and ability to adequately manage our growth and minimize loan losses is highly dependent on the services, managerial abilities and performance of our current executive officers and other key personnel, many of whom have significant local experience and contacts within our market areas. If we lose key employees temporarily or permanently, this could disrupt our business and adversely affect our financial condition, results of operations and liquidity.

To be profitable, we must compete successfully with other financial institutions that have greater resources and capabilities than we do.

The banking business in our target markets is highly competitive. Many of our existing and potential competitors are larger and have greater resources than we do and have been in existence a longer period of time. We compete with these institutions in both attracting deposits and originating loans. We may not be able to attract customers away from our competition. We compete for loans and deposits with other commercial banks; savings banks; thrifts; trust companies; credit unions; securities brokerage firms; mortgage brokers; insurance companies; mutual funds; and industrial loan companies.

Competitors that are not depository institutions are generally not regulated as extensively as we are and, therefore, may have greater flexibility in competing for business. Other competitors are subject to similar regulation but have the advantages of larger established customer bases, higher lending limits, extensive branch networks, greater advertising and marketing budgets or other factors.

Our legal lending limit is determined by law and is calculated as a percentage of our capital and unimpaired surplus. The size of the loans that we are able to offer to our customers is less than the size of the loans that larger competitors are able to offer. This limit may affect our success in establishing relationships with the larger businesses in our market. We may not be able to successfully compete with the larger banks in our target markets.

Our liquidity needs could adversely affect our results of operations and financial condition.

Our primary sources of funds are deposits and loan repayments. While scheduled loan repayments are a relatively stable source of funds, they are subject to the ability of borrowers to repay the loans. The ability of borrowers to repay loans can be adversely affected by a number of factors, including, but not limited to, changes in economic conditions, adverse trends or events affecting business industry groups, reductions in real estate values or markets, availability of, and/or access to, sources of refinancing, business closings or lay-offs, inclement weather, natural disasters and international instability. Additionally, deposit levels may be affected by a number of factors, including, but not limited to, rates paid by competitors, general interest rate levels, regulatory capital requirements, returns available to customers on alternative investments and general economic conditions. Accordingly, we may be required from time to time to rely on secondary sources of liquidity to meet withdrawal demands or otherwise fund operations. Such sources include FHLB advances, sales of securities and loans, federal funds lines of credit from correspondent banks and borrowings from the Federal Reserve Discount Window, as well as additional out-of-market time deposits and brokered deposits. While we believe that these sources are currently adequate, there can be no assurance they will be sufficient to meet future liquidity demands, particularly if we continue to grow and experience increasing loan demand. We may be required to slow or discontinue loan growth, capital expenditures or other investments or liquidate assets should such sources not be adequate.

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We depend on the accuracy and completeness of information about customers and counterparties, which, if incorrect or incomplete, could harm our earnings.

In deciding whether to extend credit or enter into other transactions with customers and counterparties, we rely on information furnished to us by or on behalf of customers and counterparties, including financial statements and other financial information. We also may rely on representations of customers, counterparties or other third parties as to the accuracy and completeness of that information and, with respect to financial statements, on reports of independent auditors. For example, in deciding whether to extend credit to customers, we may assume that a customer’s audited financial statements conform to GAAP and present fairly, in all material respects, the financial condition, results of operations and cash flows of the customer. Our earnings are significantly affected by our ability to properly originate, underwrite and service loans. Our financial condition and results of operations could be negatively impacted to the extent we incorrectly assess the creditworthiness of our borrowers, fail to detect or respond to deterioration in asset quality in a timely manner, or rely on information provided to us, such as financial statements that do not comply with GAAP and may be materially misleading.

The soundness of other financial institutions could adversely affect us.

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services institutions are interrelated as a result of trading, clearing, counterparty or other relationships. We have exposure to many different industries and counterparties and we routinely execute transactions with counterparties in the financial industry. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems in the past and could lead to losses or defaults by us or other institutions. Many of these transactions expose us to credit risk in the event of default of our counterparty or customer. In addition, our credit risk may be exacerbated when the collateral held by us cannot be realized upon or is liquidated at prices not sufficient to recover the full amount of the financial instrument exposure due to us. There can be no assurance that any such losses would not materially and adversely affect our results of operations.

Negative public opinion could damage our reputation and adversely impact our earnings.

Reputation risk, or the risk to our business, earnings and capital from negative public opinion, is inherent in our operations. Negative public opinion can result from our actual or alleged conduct in any number of activities, including lending practices, corporate governance and acquisitions, and from actions taken by government regulators and community organizations in response to those activities. Negative public opinion can adversely affect our ability to keep and attract customers and employees and can expose us to litigation and regulatory action and adversely impact our results of operations. Although we take steps to minimize reputation risk in dealing with our customers and communities, this risk will always be present given the nature of our business.

We are subject to security and operational risks including risks relating to our use of technology that, if not managed properly, could disrupt our business, result in the disclosure or misuse of confidential or proprietary information, damage our reputation, increase our costs and cause losses. Any such failure also could have a material adverse effect on our business, financial condition and results of operations. 

Financial services institutions and companies engaged in data processing have reported breaches in the security of their websites or other systems, some of which have involved sophisticated and targeted attacks intended to obtain unauthorized access to confidential information, destroy data, disable or degrade service, or sabotage systems, often through the introduction of computer viruses or malware, cyber-attacks and other means. Denial of service attacks have been launched against a number of large financial services institutions, and while we have not experienced any denial of service attacks or breaches of client data, we could be the victim of such attacks or breaches in the future, which could be disruptive and damaging. Hacking and identity theft risks, in particular, could cause serious reputational harm.

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To conduct our business, we rely heavily on technology-driven products and services and on communications and information systems. Our future success will depend, in part, on our ability to address our customers’ needs by using technology to provide products and services that will satisfy customer demands for convenience as well as to create additional efficiencies in operations. We have taken measures to implement backup systems and other safeguards with respect to the physical infrastructure and systems that support our operations, but our ability to conduct business may be adversely affected by any significant and widespread disruption to our infrastructure or systems. Our financial, accounting, data processing, check processing, electronic funds transfer, loan processing, online banking, mobile banking, automated teller machines (“ATMs”) backup or other operating systems and facilities may fail to operate properly or become disabled or damaged as a result of a number of factors including events that are wholly or partially beyond our control and adversely affect our ability to process these transactions or provide these services. There could be sudden increases in customer transaction volume, electrical or telecommunications outages, natural disasters, events arising from local or larger scale political or social matters, including terrorist acts, and cyber attacks. We continuously update these systems to support our operations and growth. This updating entails significant costs and creates risks associated with implementing new systems and integrating them with existing ones.

Information security risks for financial institutions have significantly increased in recent years in part because of the proliferation of new technologies, the use of the Internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers and other external parties. Our operations rely on the secure processing, transmission and storage of confidential, proprietary and other information in our computer systems and networks. We rely on our digital technologies, computer and email systems, software, and networks to conduct our operations, as well as on the honesty and integrity of our employees and vendors with access to those elements. In addition, to access our products and services, our customers may use computers, personal smartphones, tablet PCs, and other mobile devices that are beyond our control systems. Our technologies, systems, networks, and our customers’ devices may be subject to, or the target of, cyber attacks, computer viruses, malicious code, phishing attacks or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of our or our customers’ confidential, proprietary and other information, or otherwise disrupt our or our customers’ or other third parties’ business operations.

We also face the risk of unauthorized activity, fraud or theft by our employees and/or vendors that could result in disclosure or misuse of our customers’ confidential, proprietary or other information. In addition, we face the risk of operational failure, termination or capacity constraints of any of the third parties with which we do business or that facilitate our business activities, including financial intermediaries that we use to facilitate transactions. Any such failure, termination or constraint could adversely affect our ability to effect transactions, service our customers, manage our exposure to risk or expand our business and could have a significant adverse impact on our liquidity, financial condition and results of operations.

There can be no assurance that we will not experience material losses related to cyber attacks or other information security breaches. Cyber security and the continued development and enhancement of our controls, processes and practices designed to protect our systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority for us and we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities.

Risks Related to our Common Stock

We may issue additional shares of stock or equity derivative securities, including awards to current and future executive officers, directors and employees, which could result in the dilution of shareholders’ investment.

Our authorized capital includes 200,000,000 shares of Common Stock and 5,000,000 shares of preferred stock. As of December 31, 2015, we had 44,854,509 shares of Common Stock outstanding, including approximately 959,305 shares that have voting rights but no economic interest related to unvested shares of restricted stock and had reserved or otherwise set aside for issuance 2,094,493 shares underlying outstanding options and 641,870 shares that are available for future grants of stock options, restricted stock or other equity-based awards pursuant to our equity incentive plans. Subject to NASDAQ rules, our board of directors generally has the authority to issue all or part of any authorized but unissued shares of Common Stock or preferred stock for any corporate purpose. We anticipate that we will issue additional equity in connection with the acquisition of other strategic partners and that in the future we likely will seek additional equity capital as we develop our business and expand our operations, depending on the timing and magnitude of any particular future acquisition. These issuances would dilute the ownership interests of existing shareholders and may dilute the per share book value of the Common Stock. New investors also may have rights, preferences and privileges that are senior to, and that adversely affect, our then existing shareholders.

In addition, the issuance of shares under our equity compensation plans will result in dilution of our shareholders’ ownership of our Common Stock. The exercise price of stock options could also adversely affect the terms on which we can obtain additional capital. Option holders are most likely to exercise their options when the exercise price is less than the market price for our Common Stock. They may profit from any increase in the stock price without assuming the risks of ownership of the underlying shares of Common Stock by exercising their options and selling the stock immediately.

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Our stock price may be volatile, which could result in losses to our investors and litigation against us.

Our stock price has been volatile in the past and several factors could cause the price to fluctuate in the future. These factors include, but are not limited to actual or anticipated variations in earnings, changes in analysts’ recommendations or projections, our announcement of developments related to our businesses, operations and stock performance of other companies deemed to be peers, new technology used or services offered by traditional and nontraditional competitors, news reports of trends and concerns and other issues related to the financial services industry. Fluctuations in our stock price may be unrelated to our performance. General market declines or market volatility in the future, especially in the financial institutions sector, could adversely affect the price of our Common Stock, and the current market price may not be indicative of future market prices.

Stock price volatility may make it more difficult for you to resell our Common Stock when you want and at prices you find attractive. Moreover, in the past, securities class action lawsuits have been instituted against some companies following periods of fluctuation in the market price of their securities. We could in the future be the target of similar litigation. Securities litigation could result in substantial costs and divert management’s attention and resources from our normal business, which could result in losses to investors.

Future sales of our Common Stock by shareholders or the perception that those sales could occur may cause our Common Stock price to decline.

Although our Common Stock is listed for trading on NASDAQ, the trading volume in the Common Stock may be lower than that of other larger financial services companies. A public trading market having the desired characteristics of depth, liquidity and orderliness depends on the presence in the marketplace of willing buyers and sellers of the Common Stock at any given time. This presence depends on the individual decisions of investors and general economic and market conditions over which we have no control. Given the potential for lower relative trading volume in the Common Stock, significant sales of the Common Stock in the public market, or the perception that those sales may occur, could cause the trading price of our Common Stock to decline or to be lower than it otherwise might be in the absence of those sales or perceptions.

State laws and provisions in our articles of incorporation or bylaws could make it more difficult for another company to purchase us, even though such a purchase may increase shareholder value.

In many cases, shareholders may receive a premium for their shares if we were purchased by another company. State law and our articles of incorporation and bylaws could make it difficult for anyone to purchase us without approval of our board of directors. For example, our articles of incorporation divide our board of directors into three classes of directors serving staggered three-year terms with approximately one-third of the board of directors elected at each annual meeting of shareholders. This classification of directors makes it difficult for shareholders to change the composition of our board of directors. As a result, at least two annual meetings of shareholders would be required for the shareholders to change a majority of directors, whether or not a change in the board of directors would be beneficial and whether or not a majority of shareholders believe that such a change would be desirable.

Our ability to pay dividends is limited and we may be unable to pay future dividends.

Our board of directors initiated payment of cash dividends in 2013. However, any future declaration of dividends will be made at the discretion of our board of directors and will depend on a number of factors, including our future earnings, capital requirements, financial condition, future prospects, regulatory restrictions, and other factors that our board of directors may deem relevant. We make no assurances that we will pay any dividends in the future. The holders of our Common Stock are entitled to receive dividends only when and if declared by our board of directors out of funds legally available for that purpose. As part of our consideration to pay cash dividends, we intend to retain adequate funds from future earnings to support the development and growth of our business.

Moreover, we are a bank holding company that is a separate and distinct legal entity from the Bank. As a result, our ability to make dividend payments, if any, on our Common Stock depends primarily upon receipt of dividends and other distributions received from the Bank. Various federal and state regulations limit the amount of dividends that the Bank may pay to us and that we may pay to our shareholders. It is the policy of the Federal Reserve Board that bank holding companies should pay cash dividends on common stock only out of net income available over the past year and only if prospective earnings retention is consistent with the organization’s expected future needs and financial condition. In addition, our right to participate in, and thus the ability of our shareholders to benefit indirectly from, any distribution of assets of the Bank or any other subsidiary we may have from time to time upon the subsidiary’s liquidation or otherwise, will be subject to the prior claims of creditors of the subsidiary, except to the extent any of our claims as a creditor of the subsidiary may be recognized. As a result, our Common Stock effectively will be subordinated to all existing and future liabilities and obligations of the Bank and any other subsidiaries we may have.

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Your right to receive liquidation and dividend payments on our Common Stock is junior to our existing and future indebtedness and to any other senior securities we may issue in the future.

Shares of our Common Stock are equity interests in the Company and do not constitute indebtedness. This means that shares of our Common Stock will rank junior to all of our indebtedness and to other nonequity claims against us and our assets available to satisfy claims against us, including in our liquidation. As of December 31, 2015, we had outstanding approximately $30.0 million under a senior loan facility and approximately $24.3 million (excluding acquisition accounting fair market value adjustments) aggregate principal amount of junior subordinated debt which, in addition to our other liabilities, would be senior in right of payment to our Common Stock. We also may incur additional indebtedness from time to time without the approval of the holders of our Common Stock.

Our common shareholders also are subject to the prior dividend and liquidation rights of any preferred stock outstanding from time to time. Our board of directors is authorized to issue classes or series of preferred stock in the future without any action on the part of our common shareholders.

Our Common Stock is not insured by the FDIC.

Our Common Stock is not a savings or deposit account, and is not insured by the FDIC or any other governmental agency and is subject to risk, including the possible loss of all or some principal.

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Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Company leases space in a building located at 1043 E. Morehead Street, Charlotte, North Carolina that serves as its corporate headquarters and the Bank’s main branch office location. The Company also leases space in a building adjacent to the Morehead Street location to accommodate the Company’s expanded operations. Both of the buildings are owned by an entity with respect to which a former director is president.

At February 29, 2016, the Bank operated 56 full service branches and one drive through facility located in North Carolina, South Carolina, North Georgia and Virginia. The Bank leases seventeen of these branches and the remaining properties are owned. Management believes the terms of the various leases are consistent with market standards and were arrived at through arm’s length bargaining. Additional information relating to premise, equipment and lease commitments is set forth in Note 8 – Premises and Equipment or Note 15 – Leases to the Company’s audited financial statements as of December 31, 2015 and 2014 and for the fiscal years ended December 31, 2015, 2014 and 2013 and the notes thereto, included in Part II, Item 8 of this report (the “Consolidated Financial Statements”).

Item 3. Legal Proceedings 

In the ordinary course of business, the Company may be a party to various legal proceedings from time to time. There are no material pending legal proceedings to which the Company is a party or of which any of its property is subject. In addition, the Company is not aware of any threatened litigation, unasserted claims or assessments that could have a material adverse effect on its business, operating results or financial condition.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Common Stock Market Prices; Dividends

The Company’s Common Stock is traded publicly on NASDAQ under the symbol “PSTB”. The following table summarizes and sets forth the high and low closing sales prices of the Common Stock on NASDAQ and dividends declared per share for the periods indicated:

Year	Quarter	High		Low		Dividend
2015	Fourth	$	7.97	$	6.72	$	0.03
	Third		7.39		6.80		0.03
	Second		7.32		6.56		0.03
	First		7.35		6.60		0.03
2014	Fourth	$	7.77	$	6.58	$	0.02
	Third		7.06		6.58		0.02
	Second		6.98		6.27		0.02
	First		7.21		6.51		0.02

As of February 29, 2016, there were 53,061,716 shares of our Common Stock outstanding held by approximately 1,700 shareholders of record.

Under North Carolina law, we are authorized to pay dividends as declared by our board of directors, provided that no such distribution results in our insolvency on a going concern or balance sheet basis. On July 26, 2013, our board of directors approved the initiation of a quarterly cash dividend to our common shareholders. Future dividends will be subject to board approval. As we are a legal entity separate and distinct from the Bank, our principal source of funds with which we can pay dividends to our shareholders is dividends we receive from the Bank. For that reason, our ability to pay dividends is subject to the limitations that apply to the Bank. For more information on applicable restrictions on the payment of dividends, see Note 13 – Regulatory Matters to the Consolidated Financial Statements and the section captioned “Supervision and Regulation- Dividend and Repurchase Limitations” under Part I, Item 1, “Business” of this report.

Unregistered Sales of Equity Securities

We did not sell any of our equity securities during the fiscal year ended December 31, 2015 that were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

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Repurchase of Equity Securities

The following table provides information regarding the purchase of equity securities by the Company during the three months ended December 31, 2015:

Period	(a) Total Number of Shares Purchased (1)		(b) Average Price Paid per Share		(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2)
Repurchases from October 1, 2015 through October 31, 2015		48,042	$	6.77		48,042		1,998,349
Repurchases from November 1, 2015 through November 30, 2015		1,190		7.49		-		1,998,349
Repurchases from December 1, 2015 through December 31, 2015		550		7.37		-		1,998,349
Total		49,782	$	6.79		48,042		1,998,349

(1) Included in the total number of shares purchased are 1,190 and 550 shares of the Company’s Common Stock acquired by the Company in connection with satisfaction of tax withholding obligations on vested restricted stock in November and December, respectively.

(2) On October 29, 2014, the board of directors approved a new share repurchase program, which will expire on November 1, 2016, to repurchase up to 2,200,000 of our common shares from time to time, depending on market conditions and other factors.

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Performance Graph

The following graph compares the cumulative total shareholder return (“CTSR”) of our Common Stock during the previous five years with the CTSR over the same measurement period of the S&P 500 Index, the Keefe Bruyette & Woods (“KBW”) Bank Index and the KBW Regional Bank Index. Each trend line assumes that $100 was invested on December 31, 2010 and that all dividends were reinvested.

 

The foregoing performance graph and related information shall not be deemed to be “soliciting material” or to be “filed” with the SEC or subject to Regulation 14A or 14C or to the liabilities of Section 18 under the Exchange Act, nor shall it be incorporated by reference into any future filing under the Securities Act or the Exchange Act, except to the extent that we specifically incorporate it by reference into any such filing.

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Item 6. Selected Financial Data

The following selected consolidated financial data for the five years ended December 31, 2015 are derived from our consolidated financial statements and other data. The selected consolidated financial data should be read in conjunction with our Consolidated Financial Statements. Year-to-year financial information comparability is affected by the transaction expenses and the accounting treatment of our acquisitions as described in Part I, Item 1. “Business” and in Note 3 - Business Combinations to the Consolidated Financial Statements.

	At or for the Year Ended December 31,
	2015			2014				2013 (1)			2012 (1)			2011
	(dollars in thousands, except per share data)
Income Statement Data
Total interest income	$	89,312		$	85,297		$	78,805		$	57,946		$	25,564
Total interest expense		7,931			7,655			6,382			6,570			6,169
Net interest income		81,381			77,642			72,423			51,376			19,395
Provision for loan losses		723			(1,286	)		746			2,023			9,385
Net interest income after provision		80,658			78,928			71,677			49,353			10,010
Noninterest income		18,243			13,953			15,086			11,372			1,647
Noninterest expense		74,153			73,934			64,099			54,076			24,960
Income (loss) before taxes		24,748			18,947			22,664			6,649			(13,303	)
Income tax expense (benefit)		8,142			6,058			7,359			2,306			(4,944	)
Net income (loss)		16,606			12,889			15,305			4,343			(8,359	)
Preferred dividends		-			-			353			51			-
Net income (loss) to common shareholders	$	16,606		$	12,889		$	14,952		$	4,292		$	(8,359	)
Per Share Data
Basic earnings (loss) per common share	$	0.38		$	0.29		$	0.34		$	0.12		$	(0.29	)
Diluted earnings (loss) per common share	$	0.37		$	0.29		$	0.34		$	0.12		$	(0.29	)
Cash dividends (2)	$	0.12		$	0.08		$	0.04			n/a			n/a
Weighted-average common shares outstanding:
Basic		43,939,039			43,924,457			43,965,408			35,101,407			28,723,647
Diluted		44,304,888			44,247,000			44,053,253			35,108,229			28,723,647
Balance Sheet Data
Cash and cash equivalents	$	70,526		$	51,390		$	55,067		$	184,142		$	28,543
Investment securities		491,392			491,424			401,463			245,571			210,146
Loans		1,732,751			1,572,431			1,286,977			1,346,116			748,668
Allowance for loan losses		(9,064	)		(8,262	)		(8,831	)		(10,591	)		(10,154	)
Total assets		2,514,264			2,359,230			1,960,827			2,032,831			1,113,222
Deposits		1,952,662			1,851,354			1,599,885			1,632,004			846,637
Borrowings		215,000			180,000			55,996			80,143			49,765
Junior subordinated debt		24,262			23,583			22,052			21,573			12,296
Shareholders’ equity	$	284,704		$	275,105		$	262,120		$	275,739		$	190,054
Profitability Ratios
Return on average total assets		0.68	%		0.59	%		0.76	%		0.32	%		-1.20	%
Return on average stockholders’ equity		5.90	%		4.78	%		5.42	%		1.99	%		-4.69	%
Net interest margin (3)		3.70	%		3.96	%		4.20	%		4.29	%		3.06	%
Efficiency ratio (4)		74.47	%		80.88	%		73.33	%		88.29	%		119.76	%
Asset Quality Ratios
Net charge-offs to total loans		0.00	%		-0.06	%		0.23	%		0.12	%		1.54	%
Allowance for loan losses to total loans		0.52	%		0.52	%		0.68	%		0.78	%		1.34	%
Nonperforming loans to total loans and OREO		0.47	%		0.56	%		0.94	%		1.29	%		2.61	%
Nonperforming assets to total assets		0.54	%		0.89	%		1.37	%		2.11	%		3.25	%
Liquidity Ratios
Net loans to total deposits		88.74	%		84.93	%		80.44	%		82.49	%		82.49	%
Liquidity ratio (5)		20.10	%		19.55	%		20.92	%		21.96	%		28.80	%
Equity to total assets		11.32	%		11.66	%		13.37	%		13.56	%		17.07	%
Capital Ratios
Tangible common equity to tangible assets (6)		11.32	%		11.66	%		13.37	%		12.14	%		16.73	%
Tier 1 leverage		11.00	%		10.17	%		11.63	%		11.25	%		17.77	%
Tier 1 risk-based capital		13.83	%		13.46	%		15.34	%		15.09	%		19.53	%
Total risk-based capital		14.30	%		13.95	%		16.46	%		16.30	%		21.61	%

(1) Revised to reflect measurement period adjustments to goodwill.

(2) On July 26, 2013, our board of directors approved the initiation of a quarterly cash dividend to our common shareholders.

Future dividends are subject to board approval.

(3) Net interest margin is presented on a tax equivalent basis.

(4) Calculated by dividing noninterest expense by the sum of net interest income and noninterest income.

Gains and losses on sales of securities and OREO are excluded from the calculation.

(5) Calculated by dividing total liquid assets by net deposits and short-term liabilities.

(6) Non-GAAP Financial Measure. See "Non-GAAP Financial Measures" in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report for a reconciliation of this non-GAAP measure to the most directly comparable GAAP measure.

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of our financial position and results of operations and should be read in conjunction with the information set forth in Part I, Item 1A. “Risk Factors” and the Consolidated Financial Statements. 

Executive Overview

The Company experienced strong financial performance in 2015 and continued growth. We reported net income of $16.6 million, or $0.37 per diluted common share, for the year ended December 31, 2015 compared to net income of $12.9 million, or $0.29 per diluted common share, for the year ended December 31, 2014. Excluding merger-related expenses and gain on sale of securities, we reported adjusted net income of $17.8 million, or $0.40 per diluted common share, for the year ended December 31, 2015 compared to adjusted net income of $15.2 million, or $0.34 per diluted common share, for the year ended December 31, 2014. Merger-related expenses totaled $1.7 million in 2015 compared to $3.6 million in 2014. Gain on sale of securities totaled $54 thousand in 2015 compared to $180 thousand in 2014. Results for 2015 include a full year of operating results from Provident Community, while results for 2014 include eight months of operating results from Provident Community. The ratio of adjusted operating expense to adjusted operating revenues, which excludes gain or loss on sale of securities, merger-related expenses and amortization of intangibles, as applicable, decreased 418 basis points to 71.35% for the year ended December 31, 2015, as compared to 75.53% for the year ended December 31, 2014.

Net interest income increased $3.7 million, or 5%, for the year ended December 31, 2015 to $81.4 million, compared to $77.6 million for the year ended December 31, 2014. Provision expense increased $2.0 million, or 156%, for the year ended December 31, 2015 to $723 thousand, compared to a release of $1.3 million for the year ended December 31, 2014, reflecting organic loan growth as well as impairments in the Company’s PCI loan pools and a decrease in recoveries from the prior year. Noninterest income increased $4.3 million, or 31%, for the year ended December 31, 2015 to $18.2 million, compared to $14.0 million for the year ended December 31, 2014. The increase in noninterest income in 2015 reflects lower amortization on the FDIC loss share indemnification asset and true-up liability expense, as well as increases in customer-related activities which includes service charges on deposit accounts, mortgage banking income, wealth management income and income from capital market activities. Noninterest expenses increased $219 thousand, or 0%, for the year ended December 31, 2015 to $74.2 million, compared to $73.9 million for the year ended December 31, 2014, due to organic growth and a full year of expenses from Provident Community as compared to eight months of expense from Provident Community in 2014. These increases were offset by decreased merger related expenses and expense management efforts.

Asset quality continued to improve during 2015 and remains a point of strength for the Company. Nonperforming loans decreased $653 thousand, or 7%, from $8.9 million, or 0.56% of total loans and OREO, at December 31, 2014 to $8.3 million, or 0.47% of total loans and OREO, at December 31, 2015, due to the continued resolution of problem loans. Nonperforming assets decreased by $7.2 million, or 34%, from $20.9 million at December 31, 2014 to $13.7 million at December 31, 2015 due to successful disposition of numerous OREO properties and the continued resolution of problem assets. Nonperforming assets decreased to 0.54% of total assets at December 31, 2015 from 0.89% at December 31, 2014.

The allowance for loan losses was $9.1 million, or 0.52% of total loans, at December 31, 2015, compared to $8.3 million, or 0.52% of total loans, at December 31, 2014. Net recoveries decreased $968 thousand, or 97%, from a net recovery of $1.0 million, or 0.06% of total loans, for the year ended December 31, 2014 to a net recovery of $27 thousand, or 0.00% of total loans, for the year ended December 31, 2015.

Total assets increased $155.0 million, or 7%, to $2.5 billion at December 31, 2015 compared to 2014. Cash and cash equivalents increased $19.1 million, or 37%. Loans and loans held for sale increased $154.5 million, or 10% from December 31, 2014, to $1.7 billion. The investment securities portfolio, including nonmarketable equity securities, decreased $198 thousand, or 0% from December 31, 2014, to $502.8 million. All other asset categories decreased $17.6 million, or 8% from December 31, 2014.

Total deposits increased $101.3 million, or 5%, from December 31, 2014, to $2.0 billion at December 31, 2015 due primarily to increases in money market accounts as promotional rates were introduced in our Richmond, VA market as well as increases in noninterest bearing deposits. Total borrowings increased $35.7 million, or 18%, to $239.3 million at December 31, 2015 compared to $203.6 million at December 31, 2014, due to $30 million in a new senior unsecured term loan at the bank holding company level incurred in preparation for the First Capital merger.

Total shareholders’ equity increased $9.6 million, or 3%, to $284.7 million at December 31, 2015 compared to $275.1 million at December 31, 2014, driven by net income of $16.6 million. We remained well capitalized at December 31, 2015. Tangible common equity as a percentage of tangible assets was 9.93% and Tier 1 leverage ratio was 11.00%.

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Adjusted net income and related per share measures, as well as tangible common equity and tangible assets, adjusted operating revenues, adjusted operating expense and related ratios, are non-GAAP financial measures. For reconciliations to the most comparable GAAP measures, see “Non-GAAP Financial Measures” below.

Business Overview

The Company, a North Carolina corporation, was formed in October 2010 to serve as the holding company for the Bank pursuant to a bank holding company reorganization effective January 1, 2011 and is a bank holding company registered with the Federal Reserve Board. The Bank was incorporated in September 2006 as a North Carolina-chartered commercial nonmember bank.

As part of our growth strategy, the Company has consummated several acquisitions since the bank holding company reorganization, including the acquisitions of Community Capital in November 2011, Citizens South in October 2012 and Provident Community in May 2014. Additionally, from an organic standpoint, over the past several years the Company has opened additional branches in North and South Carolina, and during 2014, the Bank opened a loan production office in Richmond, Virginia followed by the opening of two full service branches. In the first quarter of 2016, the Company acquired First Capital in Glen Allen, Virginia.

The Company provides a full array of retail and commercial banking services, including wealth management and capital market activities, through its offices located in North Carolina, South Carolina, Georgia and Virginia. Our objective since inception has been to provide the strength and product diversity of a larger bank and the service and relationship attention that characterizes a community bank.

Recent Accounting Pronouncements

See Note 2 – Summary of Significant Accounting Policies to the Consolidated Financial Statements for a description of recent accounting pronouncements including the respective expected dates of adoption and effects on results of operations and financial condition.

Critical Accounting Policies and Estimates

In the preparation of our financial statements, we have adopted various accounting policies that govern the application of accounting principles generally accepted in the United States and in accordance with general practices within the banking industry. Our significant accounting policies are described in Note 2 – Summary of Significant Accounting Policies to the Consolidated Financial Statements. While all of these policies are important to understanding the Consolidated Financial Statements, certain accounting policies described below involve significant judgment and assumptions by management that have a material impact on the carrying value of certain assets and liabilities. We consider these accounting policies to be critical accounting policies. The judgment and assumptions we use are based on historical experience and other factors, which we believe to be reasonable under the circumstances. Because of the nature of the judgment and assumptions we make, actual results could differ from these judgments and assumptions that could have a material impact on the carrying values of our assets and liabilities and our results of operations.

PCI Loans. Loans purchased with evidence of credit deterioration since origination and for which it is probable that all contractually required payments will not be collected are considered credit impaired. Evidence of credit quality deterioration as of the purchase date may include statistics such as internal risk grade, past due and nonaccrual status, recent borrower credit scores and recent loan-to-value (“LTV”) percentages. PCI loans are initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loan. Accordingly, the associated allowance for credit losses related to these loans is not carried over at the acquisition date. We estimate the cash flows expected to be collected at acquisition using specific credit review of certain loans, quantitative credit risk, interest rate risk and prepayment risk models, and qualitative economic and environmental assessments, each of which incorporate our best estimate of current key relevant factors, such as property values, default rates, loss severity and prepayment speeds.

Under the accounting guidance for PCI loans, the excess of the present value of cash flows expected to be collected over the estimated fair value is referred to as the accretable yield and is recognized in interest income over the remaining life of the loan, or pool of loans, in situations where there is a reasonable expectation about the timing and amount of cash flows to be collected. The difference between the contractually required payments and the cash flows expected to be collected at acquisition, considering the impact of prepayments, is referred to as the nonaccretable difference and is available to absorb future charge-offs.

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In addition, subsequent to acquisition, we periodically evaluate our estimate of cash flows expected to be collected. These evaluations, performed quarterly, require the continued usage of key assumptions and estimates, similar to the initial estimate of fair value. In the current economic environment, estimates of cash flows for PCI loans require significant judgment given the impact of home price and property value changes, changing loss severities, prepayment speeds and other relevant factors. Decreases in the expected cash flows will generally result in a charge to the provision for credit losses resulting in an increase to the allowance for loan losses. Significant increases in the expected cash flows will generally result in an increase in interest income over the remaining life of the loan, or pool of loans. Disposals of loans, which may include sales of loans to third parties, receipt of payments in full from the borrower or foreclosure of the collateral, result in removal of the loan from the PCI loan portfolio at its carrying amount. Trends are reviewed in terms of traditional credit metrics such as accrual status, past due status, and weighted-average grade of the loans within each of the accounting pools. In addition, the relationship between the change in the unpaid principal balance and change in the fair value mark is assessed to correlate the directional consistency of the expected loss for each pool. 

PCI loans at December 31, 2015 represent loans acquired in connection with the acquisitions of Community Capital, Citizens South and Provident Community that were deemed credit impaired at the time of acquisition. PCI loans that were classified as nonperforming loans by the acquired institutions are no longer classified as nonperforming so long as, at acquisition and quarterly re-estimation periods, we believe we will fully collect the new carrying value of these loans. It is important to note that judgment regarding the timing and amount of cash flows to be collected is required to classify PCI loans as performing, even if the loan is contractually past due.

Allowance for Loan Losses. The allowance for loan losses is based upon management's ongoing evaluation of the loan portfolio and reflects an amount considered by management to be its best estimate of known and inherent losses in the portfolio as of the balance sheet date. The determination of the allowance for loan losses involves a high degree of judgment and complexity. In making the evaluation of the adequacy of the allowance for loan losses, management considers current economic and market conditions, independent loan reviews performed periodically by third parties, portfolio trends and concentrations, delinquency information, management's internal review of the loan portfolio, internal historical loss rates and other relevant factors. While management uses the best information available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, regulatory examiners may require us to recognize changes to the allowance for loan losses based on their judgments about information available to them at the time of their examination. Although provisions have been established by loan segments based upon management's assessment of their differing inherent loss characteristics, the entire allowance for losses on loans, other than the portion related to PCI loans and specific reserves on impaired loans, is available to absorb further loan losses in any segment.Further information regarding our policies and methodology used to estimate the allowance for possible loan losses is presented in Note 5 – Loans to the Consolidated Financial Statements.

OREO. OREO, consisting of real estate acquired through, or in lieu of, loan foreclosures is recorded at the lower of cost or fair value less estimated selling costs when acquired. Fair value is determined based on independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. Management also considers other factors, including changes in absorption rates, length of time the property has been on the market and anticipated sales values, which have resulted in adjustments to the collateral value estimates indicated in certain appraisals. At the time of foreclosure or initial possession of collateral, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses.

Subsequent declines in the fair value of OREO below the new cost basis are recorded through valuation adjustments. Significant judgments and complex estimates are required in estimating the fair value of other real estate, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. In response to market conditions and other economic factors, management may utilize liquidation sales as part of its problem asset disposition strategy. As a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the fair value of other real estate. Management reviews the value of other real estate periodically and adjusts the values as appropriate. Revenue and expenses from OREO operations as well as gains or losses on sales and any subsequent adjustments to the value are recorded as net cost (earnings) of operation of other real estate owned, a component of non-interest expense. 

FDIC Indemnification Asset. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, the FDIC indemnification asset was initially recorded at its fair value, and is measured separately from the related covered assets because the indemnification asset is not contractually embedded in the covered assets or transferrable with them in the event of disposal. The FDIC indemnification asset is measured at carrying value subsequent to initial measurement. Improved cash flows of the underlying covered assets will result in impairment of the FDIC indemnification asset and thus amortization through non-interest income. Impairment of the underlying covered assets will increase the cash flows of the FDIC indemnification asset and result in a credit to the provision for loan losses for acquired loans. Impairment and, when applicable, its subsequent reversal are included in the provision for loan losses in the consolidated statements of income.

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The purchase and assumption agreements between the Bank and the FDIC, as discussed in Note 6 – FDIC Loss Share Agreements to the Consolidated Financial Statements, each contain a provision that obligates the Bank to make a true-up payment to the FDIC if the realized losses of each of the applicable acquired banks are less than expected. Any such true-up payment that is materially higher than current estimates could have a negative effect on our business, financial condition and results of operations. These amounts are recorded in other liabilities on the balance sheet. The actual payment will be determined at the end of the term of the loss sharing agreements and is based on the negative bid, expected losses, intrinsic loss estimate, and assets covered under the loss share agreements.

Income Taxes. Income taxes are provided based on the asset-liability method of accounting, which includes the recognition of deferred tax assets (“DTAs”) and liabilities for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. In general, we record a DTA when the event giving rise to the tax benefit has been recognized in the Consolidated Financial Statements.

As of December 31, 2015 and 2014, we had a net DTA in the amount of approximately $29.0 million and $35.6 million, respectively. The decrease is primarily the result of earnings of $16.6 million during 2015. We evaluate the carrying amount of our DTA quarterly in accordance with the guidance provided in FASB ASC Topic 740 (“ASC 740”), in particular, applying the criteria set forth therein to determine whether it is more likely than not (i.e., a likelihood of more than 50%) that some portion, or all, of the DTA will not be realized within its life cycle, based on the weight of available evidence. In most cases, the realization of the DTA is dependent upon the Company generating a sufficient level of taxable income in future periods, which can be difficult to predict. If our forecast of taxable income within the carry forward periods available under applicable law is not sufficient to cover the amount of net deferred assets, such assets may be impaired. Based on the weight of available evidence, we have determined that it is more likely than not that we will be able to fully realize the existing DTA. Accordingly, we considered it appropriate not to establish a DTA valuation allowance at either December 31, 2015 or 2014.

Further information regarding our income taxes is presented in Note 12 —Income Taxes to the Consolidated Financial Statements.

Non-GAAP Financial Measures

In addition to traditional measures, management uses tangible assets, tangible common equity, tangible book value, adjusted allowance for loan losses to loans, adjusted net income, adjusted noninterest income, adjusted noninterest expenses and adjusted net interest margin, and related ratios and per-share measures, each of which is a non-GAAP financial measure. Management uses (i) tangible assets, tangible common equity and tangible book value (which exclude goodwill and other intangibles from equity and assets) and related ratios to evaluate the adequacy of shareholders' equity and to facilitate comparisons with peers; (ii) adjusted allowance for loan losses (which includes net fair market value adjustments related to acquired loans) as supplemental information for comparing the combined allowance and fair market value adjustments to the combined acquired and non-acquired portfolios (fair market value adjustments are available only for losses on acquired loans), to evaluate both its asset quality and asset quality trends, and to facilitate comparisons with peers; and (iii) adjusted net income, adjusted noninterest income and adjusted noninterest expense (which exclude merger-related expenses and gain or loss on sale of securities, as applicable), adjusted net interest margin (which excludes accelerated accretion of net acquisition accounting fair market value adjustments and income from early redemption of investment securities), adjusted operating revenues (which exclude gain or loss on sale of securities, as applicable), and adjusted operating expenses (which exclude merger-related expenses and amortization of intangibles), in each case to evaluate its core earnings and to facilitate comparisons with peers.

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The following table presents these non-GAAP financial measures and provides a reconciliation of these non-GAAP measures to the most directly comparable GAAP measure reported in the Company’s Consolidated Financial Statements at December 31:

Reconciliation of Non-GAAP Financial Measures

	2015				2014 (1)			2013
Tangible assets:	(dollars in thousands, except share and per share data)
Total assets	$	2,514,264		$	2,359,230
Less: intangible assets		38,768			40,157
Tangible assets	$	2,475,496		$	2,319,073
Tangible common equity:
Total common equity	$	284,704		$	275,105
Less: intangible assets		38,768			40,157
Tangible common equity	$	245,936		$	234,948
Tangible common equity to tangible assets:
Tangible common equity	$	245,936		$	234,948
Divided by: tangible assets		2,475,496			2,319,073
Tangible common equity to tangible assets		9.93	%		10.13	%
Total equity to total assets		11.32	%		11.66	%
Tangible book value per share:
Issued and outstanding shares		44,854,509			44,859,798
Less: nondilutive restricted stock awards		(959,305	)		(921,095	)
Period end dilutive shares (1)		43,895,204			43,938,703
Tangible common equity	$	245,936		$	234,948
Divided by: period end dilutive common shares (2)		43,895,204			43,938,703
Tangible common book value per share	$	5.60		$	5.35
Total common book value per share	$	6.49		$	6.26
Adjusted allowance for loan losses (3):
Allowance for loan losses	$	9,064		$	8,262
Plus: acquisition accounting net FMV adjustments to acquired loans		28,173			35,419
Adjusted allowance for loan losses	$	37,237		$	43,681
Divided by: total loans (excluding LHFS)		1,741,815			1,580,693
Adjusted allowance for loan losses to total loans		2.14	%		2.76	%
Allowance for loan losses to total loans		0.52	%		0.52	%
Adjusted net income:
Pretax income (as reported)	$	24,748		$	18,947		$	22,664
Plus: merger-related expenses		1,715			3,616			2,211
Less: gain on sale of securities		(54	)		(180	)		(98	)
Adjusted pretax income		26,409			22,383			24,777
Tax expense		8,615			7,202			8,089
Adjusted net income		17,794			15,181			16,688
Preferred dividends		-			-			353
Adjusted net income available to common shareholders	$	17,794		$	15,181		$	16,335
Divided by: weighted average diluted shares		44,304,888			44,247,000			44,053,253
Adjusted net income available to common shareholders per share	$	0.40		$	0.34		$	0.37
Estimated tax rate		32.62	%		32.18	%		32.65	%
Adjusted net interest margin:
Net interest income (as reported)	$	81,381		$	77,642		$	72,423
Plus: tax-equivalent adjustments		415			421			431
Less: accelerated mark accretion		(88	)		(411	)		(1,454	)
Less: income from early redemption of investment securities		(267	)		-			-
Adjusted net interest income		81,441			77,652			71,400
Divided by: average earning assets		2,212,920			1,970,221			1,736,276
Adjusted net interest margin		3.68	%		3.94	%		4.11	%
Net interest margin (fully tax-equivalent)		3.70	%		3.96	%		4.20	%
Adjusted noninterest income:
Noninterest income (as reported)	$	18,243		$	13,953		$	15,086
Less: gain on sale of securities		(54	)		(180	)		(98	)
Adjusted noninterest income	$	18,189		$	13,773		$	14,988
Adjusted noninterest expense:
Noninterest expense (as reported)	$	74,153		$	73,934		$	64,099
Less: merger-related expenses		(1,715	)		(3,616	)		(2,211	)
Adjusted noninterest expense	$	72,438		$	70,318		$	61,888
Operating revenues and adjusted operating revenues:
Net interest income	$	81,381		$	77,642		$	72,423
Plus: noninterest income		18,243			13,953			15,086
Operating revenue		99,624			91,595			87,509
Less: (gain) loss on sale of securities		(54	)		(180	)		(98	)
Adjusted operating revenues	$	99,570		$	91,415		$	87,411
Operating expense and adjusted operating expense:
Noninterest expense	$	74,153		$	73,934		$	64,099
Less: amortization of intangibles		(1,389	)		(1,269	)		(1,029	)
Operating expense		72,764			72,665			63,070
Less: merger-related expenses		(1,716	)		(3,616	)		(2,211	)
Adjusted operating expense	$	71,048		$	69,049		$	60,859
Adjusted operating expense to adjusted operating revenues
Adjusted operating expense	$	71,048		$	69,049		$	60,859
Divided by: adjusted operating revenues		99,570			91,415			87,411
Adjusted operating expense to adjusted operating revenues		71.35	%		75.53	%		69.62	%

(1) Revised to reflect measurement period adjustments to goodwill.

(2)

There were 959,305 and 921,095 nonvested restricted shares outstanding at December 31, 2015 and 2014, respectively, including certain stock price performance-based restricted shares granted to officers and directors following the holding company reorganization. These stock price performance-based restricted shares vest one-third each when the Company’s stock price per share reaches the following performance thresholds for 30 consecutive trading days: (i) 125% of offer price ($8.13); (ii) 140% of offer price ($9.10); and (iii) 160% of offer price ($10.40). These anti-dilutive restricted shares are issued (and thereby have voting rights), but are not included in earnings per share or tangible book value per share calculations until they vest (and thereby have economic rights).

(3)

Provided merely as supplemental information for comparing the combined allowance and fair market value adjustments to the combined acquired and non-acquired loan portfolios; fair market value adjustments are available only for losses on acquired loans.

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Results of Operations

Summary. The Company recorded net income of $16.6 million, or $0.37 per diluted common share, for the year ended December 31, 2015, compared to a net income of $12.9 million, or $0.29 per diluted common share, for the year ended December 31, 2014 and net income available to common shareholders of $15.0 million, or $0.34 per diluted common share, for the year ended December 31, 2013. Excluding merger-related expenses and gain on sale of securities, the Company reported adjusted net income of $17.8 million, or $0.40 per share, for the year ended December 31, 2015 compared to adjusted net income of $15.2 million, or $0.34 per share, for the year ended December 31, 2014 and adjusted net income available to common shareholders of $16.3 million, or $0.37 per share, for the year ended December 31, 2013.

Merger-related expenses totaled $1.7 million in 2015 compared to $3.6 million in 2014 and $2.2 million in 2013. Gains on sale of securities totaled $54 thousand in 2015 compared to $180 thousand in 2014 and $98 thousand in 2013. Results for 2015 include a full year of operations from the merger with Provident Community, while results for 2014 include eight months of operations from the merger with Provident Community. Adjusted net income available to common shareholders is a non-GAAP financial measure. For a reconciliation to the most comparable GAAP measure, see “Non-GAAP Financial Measures” above.

The following table presents selected ratios for the Company for the years ended December 31:

	Year ended December 31,
	2015	2014	2013
Return on Average Assets	0.68%	0.59%	0.76%
Return on Average Equity	5.90%	4.78%	5.42%
Period End Equity to Total Assets	11.32%	11.66%	13.37%

Net Income. The following table summarizes components of net income and the changes in those components for the years ended December 31:

	Components of Net Income
	2015		2014			2013		Change 2015 vs. 2014				Change 2014 vs. 2013
	(dollars in thousands)
Interest income	$	89,312	$	85,297		$	78,805	$	4,015	5	%	$	6,492		8	%
Interest expense		7,931		7,655			6,382		276	4	%		1,273		20	%
Net interest income		81,381		77,642			72,423		3,739	5	%		5,219		7	%
Provision for loan losses		723		(1,286	)		746		2,009	-156	%		(2,032	)	-272	%
Noninterest income		18,243		13,953			15,086		4,290	31	%		(1,133	)	-8	%
Noninterest expense		74,153		73,934			64,099		219	0	%		9,835		15	%
Net income before taxes		24,748		18,947			22,664		5,801	31	%		(3,717	)	-16	%
Income tax expense		8,142		6,058			7,359		2,084	34	%		(1,301	)	-18	%
Net income		16,606		12,889			15,305		3,717	29	%		(2,416	)	-16	%
Preferred dividends		-		-			353		-	0	%		(353	)	-100	%
Net income to common shareholders	$	16,606	$	12,889		$	14,952	$	3,717	29	%	$	(2,063	)	-14	%

For the year ended December 31, 2015, we generated net income available to common shareholders of $16.6 million, compared to net income available to common shareholders of $12.9 million for the year ended December 31, 2014. The change in our results of operations in 2015 includes an increase of $3.7 million in net interest income and a $4.3 million increase in noninterest income, offset by an increase of $2.0 million in the provision for loan losses and an increase of $219 thousand in noninterest expense. We also recorded tax expense of $8.1 million in 2015 compared to $6.1 million in 2014. Results for 2015 include a full year of operation from the merger with Provident Community, while results for 2014 include eight months of operations from the merger with Provident Community.

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The Company generated net income available to common shareholders of $12.9 million for the year ended December 31, 2014, compared to net income available to common shareholders of $15.0 million for the year ended December 31, 2013. The change in our results of operations in 2014 includes an increase of $5.2 million in net interest income and a decrease of $2.0 million in the provision for loan losses, offset by a $1.1 million decrease in noninterest income and an increase of $9.8 million in noninterest expense. We also recorded tax expense of $6.1 million in 2014 compared to $7.4 million in 2013. Results for 2014 include eight months of operations from the merger with Provident Community.

Details of the changes in the various components of net income are further discussed below.

Net Interest Income. Our largest source of earnings is net interest income, which is the difference between interest income on interest-earning assets and interest expense paid on deposits and other interest-bearing liabilities. The primary factors that affect net interest income are changes in volume and yields of earning assets and interest-bearing liabilities, which are affected in part by management’s responses to changes in interest rates through asset/liability management.

Net interest income increased $3.7 million, or 5%, to $81.4 million in 2015 compared to $77.6 million in 2014, and increased $5.2 million, or 7%, to $77.6 million in 2014 compared to $72.4 million in 2013. Average earning assets increased in both 2015 and 2014, primarily driven by organic loan growth and the addition of Provident Community assets for a full year following the merger on May 1, 2014.

Net interest income for the years ended December 31, 2015, December 31, 2014 and December 31, 2013 included $88 thousand, $411 thousand and $1.5 million, respectively, of accelerated accretion of net acquisition accounting fair market value adjustments for purchased performing loans, as accounted for under the contractual cash flow method of accounting. This accelerated accretion, which was not anticipated at the time of acquisition, resulted from a combination of (i) borrowers repaying performing acquired loans faster than required by their contractual terms; and/or (ii) restructuring loans in such a way as to effectively result in a new loan under the contractual cash flow method of accounting, both of which result in the associated remaining credit and interest rate marks being fully accreted into interest income. 

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The following table summarizes the average volume of interest-earning assets and interest-bearing liabilities and average yields and rates for the years ended December 31:

	Net Interest Margin
	2015								2014								2013
	Average Balance			Income/ Expense		Yield/ Rate			Average Balance			Income/ Expense		Yield/ Rate			Average Balance			Income/ Expense		Yield/ Rate
	(dollars in thousands)
Assets
Interest-earning assets:
Loans with fees (1)(2)(3)	$	1,658,657		$	77,729		4.69	%	$	1,445,691		$	75,045		5.19	%	$	1,328,210		$	72,809		5.48	%
Federal funds sold		799			2		0.25	%		564			1		0.18	%		14,737			24		0.16	%
Investment securities - taxable		483,352			10,612		2.20	%		430,557			9,318		2.16	%		299,641			5,029		1.68	%
Investment securities - tax-exempt (2)(3)		14,222			802		5.64	%		20,887			874		4.19	%		17,166			1,047		6.10	%
Nonmarketable equity securities		11,987			500		4.17	%		7,619			362		4.75	%		6,163			150		2.43	%
Other interest-earning assets		43,903			82		0.19	%		64,903			118		0.18	%		70,359			177		0.25	%
Total interest-earning assets		2,212,920			89,727		4.05	%		1,970,221			85,718		4.35	%		1,736,276			79,236		4.56	%
Allowance for loan losses		(8,700	)							(9,535	)							(10,797	)
Cash and due from banks		19,982								18,187								17,392
Premises and equipment		58,100								58,330								57,015
Other assets		154,114								162,124								162,628
Total assets	$	2,436,416							$	2,199,327							$	1,962,514
Liabilities and shareholders' equity
Interest-bearing liabilities:
Interest-bearing demand	$	398,731		$	259		0.06	%	$	348,314		$	294		0.08	%	$	292,698		$	272		0.09	%
Savings and money market		549,713			1,945		0.35	%		509,640			1,934		0.38	%		447,421			1,293		0.29	%
Time deposits - core		464,423			2,729		0.59	%		473,509			2,620		0.55	%		483,062			1,696		0.35	%
Brokered deposits		136,489			718		0.53	%		150,497			577		0.38	%		103,630			847		0.82	%
Total interest-bearing deposits		1,549,356			5,651		0.36	%		1,481,960			5,425		0.37	%		1,326,811			4,108		0.31	%
Short-term borrowings		142,890			528		0.37	%		42,726			83		0.19	%		-			-		0.00	%
Long-term debt		55,480			367		0.66	%		52,247			513		0.98	%		56,685			550		0.97	%
Junior subordinated debt and other borrowings		23,920			1,385		5.79	%		26,724			1,634		6.11	%		25,606			1,724		6.73	%
Total borrowed funds		222,290			2,280		1.03	%		121,697			2,230		1.83	%		82,291			2,274		2.76	%
Total interest-bearing liabilities		1,771,646			7,931		0.45	%		1,603,657			7,655		0.48	%		1,409,102			6,382		0.45	%
Net interest rate spread					81,796		3.61	%					78,063		3.87	%					72,854		4.11	%
Noninterest-bearing demand deposits		349,373								301,127								255,149
Other liabilities		33,888								25,039								22,521
Shareholders' equity		281,509								269,504								275,742
Total liabilities and shareholders' equity	$	2,436,416							$	2,199,327							$	1,962,514
Net interest margin							3.70	%							3.96	%							4.20	%

(1) Nonaccrual loans are included in the average loan balances.

(2) Interest income and yields are presented on a fully tax-equivalent basis.

(3) Fully tax-equivalent basis at 38.55% tax rate for nontaxable securities and loans.

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The following table details the calculation of fully tax-equivalent net interest income for the years ended December 31:

Tax Equivalent Adjustments

	2015		2014		2013
	(dollars in thousands)
Net interest income, as reported	$	81,381	$	77,642	$	72,423
Tax equivalent adjustments		415		421		431
Fully tax-equivalent net interest income	$	81,796	$	78,063	$	72,854

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Changes in interest income and interest expense can result from variances in both volume and rates. The following table presents the relative impact on tax-equivalent net interest income to changes in the average outstanding balances of interest-earning assets and interest-bearing liabilities and the rates earned and paid on such assets and liabilities:

Volume and Rate Variance Analysis 

	Year Ended December 31,
	2015 vs. 2014									2014 vs. 2013
	Increase/(Decrease) Due to
	Volume			Rate			Total			Volume			Rate			Total
	(dollars in thousands)
Interest-earning assets:
Loans with fees (1)	$	10,517		$	(7,833	)	$	2,684		$	6,269		$	(4,033	)	$	2,236
Federal funds sold		1			0			1			(24	)		1			(23	)
Investment securities - taxable		1,151			143			1,294			2,515			1,774			4,289
Investment securities - tax-exempt		(327	)		255			(72	)		191			(364	)		(173	)
Nonmarketable equity securities		195			(57	)		138			52			160			212
Other interest-earning assets		(39	)		3			(36	)		(12	)		(47	)		(59	)
Total earning assets		11,498			(7,489	)		4,009			8,991			(2,509	)		6,482
Interest-bearing liabilities:
Interest bearing demand		38			(73	)		(35	)		49			(27	)		22
Savings and money market		147			(136	)		11			208			433			641
Time deposits - core		(52	)		161			109			(43	)		967			924
Brokered deposits		(64	)		205			141			281			(551	)		(270	)
Total interest bearing deposits		69			157			226			495			822			1,317
Short-term borrowings		282			163			445			41			42			83
Long-term debt		27			(173	)		(146	)		(43	)		6			(37	)
Other borrowings		(167	)		(82	)		(249	)		72			(162	)		(90	)
Total borrowed funds		142			(92	)		50			70			(114	)		(44	)
Total interest-bearing liabilities		211			65			276			566			708			1,273
Increase in net interest income	$	11,287		$	(7,554	)	$	3,733		$	8,426		$	(3,217	)	$	5,209

(1) Nonaccrual loans are included in the average loan balances.

Net interest income on a tax-equivalent basis totaled $81.8 million in 2015 as compared to $78.1 million in 2014. The interest rate spread, which represents the rate earned on interest-earning assets less the rate paid on interest-bearing liabilities, was 3.61% in 2015 and represented a decrease from the 2014 net interest rate spread of 3.87%. The net interest margin decreased 26 basis points in 2015 to 3.70% from 3.96% in 2014. The decrease in net interest margin was primarily due to decreased yields on loans and decreased accelerated accretion of net acquisition accounting fair market value adjustments on purchased performing loans.

Adjusted net interest margin, which excludes accelerated accretion of net acquisition accounting fair market value adjustments and income from the early redemption of investment securities, was 3.68% in 2015 and represented a 26 basis point decrease from the 2014 adjusted net interest margin of 3.94%. This change is the result of lower yields on interest earning assets as discussed above. Adjusted net interest margin is a non-GAAP financial measure. For a reconciliation to the most comparable GAAP measure, see “Non-GAAP Financial Measures” above.

Tax-equivalent interest income increased $4.0 million, or 5%, to $89.7 million in 2015 compared to $85.7 million in 2014 as a result of higher average earning assets. Average earning assets increased $242.7 million, or 12%, to $2.2 billion for 2015 from $2.0 billion in 2014. Average loans increased $213.0 million, or 15%, as a result of organic loan growth. Average investments, including nonmarketable equity securities, increased $50.5 million, or 11%, to $509.6 million. Average federal funds sold increased $235 thousand, or 42%, to $799 thousand, and average other interest-earning assets decreased $21.0 million, or 22%, to $43.9 million. Other interest-earning assets include interest-earning balances at correspondent banks. The yield on earning assets decreased to 4.05% in 2015 from 4.35% in 2014. This decrease included a 50 basis point decrease in loan yields.

40

Interest expense increased by $276 thousand, or 4%, to $7.9 million in 2015 compared to $7.7 million in 2014, primarily due to an increase in the average interest-bearing liabilities, offset by a decrease in the average rate paid on interest-bearing liabilities, which decreased 3 basis points to 0.45% from 0.48% in 2014. Average interest-bearing liabilities increased $168.0 million, or 10%, to $1.8 billion from $1.6 billion in 2014, primarily due to the addition of Provident Community liabilities, as well as additional borrowings. Average interest-bearing demand deposits increased $50.4 million, or 14%, to $398.7 million in 2015 compared to $348.3 million in 2014. Average savings and money market accounts increased $40.1 million, or 8%, to $549.7 million in 2015, compared to $509.6 million in 2014. Average core time deposits decreased $9.1 million, or 2%, to $464.4 million in 2015 from $473.5 million in 2014. Average brokered deposits, which consist of brokered interest-bearing deposits, brokered money market accounts, and brokered certificates of deposits, decreased $14.0 million during 2015, or 9%.

Net interest income on a tax-equivalent basis totaled $78.1 million in 2014 as compared to $72.9 million in 2013. The interest rate spread, which represents the rate earned on interest-earning assets less the rate paid on interest-bearing liabilities, was 3.87% in 2014 and represented a decrease from the 2013 net interest rate spread of 4.11%. The net interest margin decreased 24 basis points in 2014 to 3.96% from 4.20% in 2013. The decrease in net interest margin was primarily due to decreased yields on loans and decreased accelerated accretion of net acquisition accounting fair market value adjustments on purchased performing loans.

Adjusted net interest margin, which excludes accelerated accretion of net acquisition accounting fair market value adjustments and income from the early redemption of investment securities, was 3.94% in 2014 and represented a 17 basis point decrease from the 2013 adjusted net interest margin of 4.11%. This change is the result of lower yields on interest earning assets as discussed above.

Tax-equivalent interest income increased $6.5 million, or 8%, to $85.7 million in 2014 compared to $79.2 million in 2013 as a result of higher average earning assets. Average earning assets increased $233.9 million, or 13%, to $2.0 billion for 2014 from $1.7 billion in 2013. Average loans increased $117.5 million, or 9%, as a result of organic loan growth and the merger with Provident Community. Average investments, including nonmarketable equity securities, increased $136.1 million, or 42%, to $459.1 million. Average federal funds sold decreased $14.2 million, or 96%, to $564 thousand, and average other interest-earning assets decreased $5.5 million, or 6%, to $64.9 million. Other interest-earning assets include interest-earning balances at correspondent banks. The yield on earning assets decreased to 4.35% in 2014 from 4.56% in 2013. This decrease included a 29 basis point decrease in loan yields.

Interest expense increased by $1.3 million, or 20%, to $7.7 million in 2014 compared to $6.4 million in 2013, primarily due to an increase in the average interest-bearing liabilities and an increase in the average rate paid on interest-bearing liabilities, which increased 3 basis points to 0.48% from 0.45% in 2013. Average interest-bearing liabilities increased $196.2 million, or 14%, to $1.6 billion from $1.4 billion in 2013, primarily due to the addition of Provident Community liabilities, as well as additional borrowings. Average interest-bearing demand deposits increased $55.6 million, or 19%, to $348.3 million in 2014 compared to $292.7 million in 2013. Average savings and money market accounts increased $62.2 million, or 14%, to $509.6 million in 2014, compared to $447.4 million in 2013. Average core time deposits decreased $7.9 million, or 2%, to $473.5 million in 2014 from $481.4 million in 2013. Average brokered deposits, which consist of brokered interest-bearing deposits, brokered money market accounts, and brokered certificates of deposits, increased $46.9 million during 2014, to help fund organic loan growth.

The Company’s hedging policies permit the use of various derivative financial instruments to manage exposure to changes in interest rates. Details of derivatives and hedging activities are set forth in Note 17 – Derivative Financial Instruments and Hedging Activities to the Consolidated Financial Statements. Information regarding the impact of fluctuations in interest rates on the Company’s derivative financial instruments is set forth below in the section entitled “Market Risk and Interest Rate Sensitivity”.

Provision for Loan Losses. The provision for loan losses increased $2.0 million to $723 thousand for the year ended December 31, 2015, as compared to a release of $1.3 million for the year ended December 31, 2014. Provision for loan losses for the year ended December 31, 2014 decreased $2.0 million, as compared to a provision of $746 thousand for the year ended December 31, 2013. The increase in provision for 2015 is a result of organic loan growth and a $968 thousand reduction in net recoveries in 2015 as compared to 2014. We also recorded a $186 thousand net impairment associated with PCI loan pools and a $52 thousand charge attributable to the FDIC loss share agreements assumed from Citizens South. Generally, these additional expected losses are reflected as a provision for loan losses, and offset with an expected benefit through the FDIC indemnification asset for those acquired loans covered by the FDIC loss share agreements.

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The decrease in the provision for 2014 compared to 2013 is a result of improvement in the quality of our loans and net recoveries of $1.0 million in 2014. In 2014, we also recorded a $209 net impairment reversal associated with PCI loan pools and a $278 thousand reversal of a previous charge attributable to the FDIC loss share agreements assumed from Citizens South.

Noninterest Income. The following table summarizes components of noninterest income for the years ended December 31:

Noninterest Income

	2015			2014			2013			Change 2015 vs. 2014					Change 2014 vs. 2013
	(dollars in thousands)
Service charges on deposit accounts	$	4,934		$	3,881		$	2,646		$	1,053		27	%	$	1,235		47	%
Income from fiduciary activities		3,090			2,748			2,779			342		12	%		(31	)	-1	%
Commissions and fees from investment brokerage		512			452			419			60		13	%		33		8	%
Income from capital market activities		1,467			646			-			821		127	%		646		100	%
Gain on sale of securities available-for-sale		54			180			98			(126	)	-70	%		82		84	%
Bankcard services income		2,507			2,632			2,373			(125	)	-5	%		259		11	%
Mortgage banking income		3,306			2,641			3,123			665		25	%		(482	)	-15	%
Income from bank-owned life insurance		2,749			2,688			1,863			61		2	%		825		44	%
Amortization of indemnification asset		(705	)		(3,203	)		(189	)		2,498		-78	%		(3,014	)	1595	%
Loss share true-up liability expense		(181	)		(587	)		(59	)		406		-69	%		(528	)	895	%
Other noninterest income		510			1,875			2,033			(1,365	)	-73	%		(158	)	-8	%
Total noninterest income	$	18,243		$	13,953		$	15,086		$	4,290		31	%	$	(1,133	)	-8	%

As a result of our merger and acquisition activity over the past several years and organic growth efforts, noninterest income has become an important component of our earnings. Noninterest income increased $4.3 million, or 31%, to $18.2 million in 2015 from $14.0 million in 2014. Impacting noninterest income in 2015 was a $2.5 million decrease in the amortization of the FDIC indemnification asset and a $406 thousand decrease in true-up expenses related to our FDIC loss share agreements. The decrease in FDIC loss-share related expenses resulted from significant prior year reductions in the Company’s loss share reimbursement expectations given better than originally forecast performance of the underlying covered loans. In addition, the commercial components of the Bank of Hiawassee loss share agreement expired in March 2015. The Company expects expenses related to loss share agreements to taper as the expiration of the New Horizons Bank commercial agreement approaches in the second quarter of 2016.

Service charges on deposit accounts increased $1.1 million, or 27%, to $4.9 million in 2015 from $3.9 million in 2014. This increase is due to the addition of deposit accounts resulting from the Provident Community merger as well as an increase in deposit accounts resulting from our expanded retail and commercial banking activities and a new high-yield money market account marketed in our Richmond market. Income from fiduciary activities associated with asset management, investment brokerage, and trust services increased $342 thousand from 2014 to 2015 and income from capital market activities increased $821 thousand, or 127%, from 2014 to 2015. Commissions and fees from investment brokerage activity increased 13% to $512 thousand in 2015, from $452 thousand in 2014. Mortgage banking income increased $665 thousand, or 25%, to $3.3 million in 2015, from $2.6 million in 2014 and income from bank-owned life insurance increased $61 thousand, or 2%, to $2.7 million in 2015. Income from bankcard services decreased $125 thousand, or 5%, to $2.5 million in 2015 from $2.6 million in 2014. Other noninterest income also decreased $1.4 million, or 73%, to $510 thousand in 2015 from $1.9 million in 2014. Other noninterest income in 2014 included $939,000 in income from the sale of MasterCard Class A shares. We also reported gains on the sale of securities of $54 thousand in 2015, compared to a gain on sale of securities of $180 thousand in 2014.

In 2014, noninterest income decreased $1.1 million, or 8%, to $14.0 million from $15.1 million in 2013. Service charges on deposit accounts increased $1.2 million, or 47%, to $3.9 million in 2014 from $2.6 million in 2013. This increase is due to the addition of deposit accounts resulting from the Provident Community merger as well as an increase in deposit accounts resulting from our expanded retail and commercial banking activities. Commissions and fees from investment brokerage activity increased 8% to $452 thousand in 2014, from $419 thousand in 2013. Income from bankcard services increased $259 thousand, or 11%, to $2.6 million in 2014 from $2.4 million in 2013. Income from bank-owned life insurance increased $825 thousand, or 44%, to $2.7 million in 2014 from $1.9 million in 2013, which is a result of $651 thousand in death benefits received in 2014 and $8.5 million of bank-owned life insurance acquired in connection with the Provident Community merger. We also reported gains on the sale of securities of $180 thousand in 2014, compared to $98 thousand in 2013. Income from fiduciary activities associated with asset management, investment brokerage, and trust services decreased $31 thousand from 2013 to 2014. Following a review of wealth management activities, in 2013, we determined to exit the custody business in 2014 and resources previously focused on the custody business were redirected to our core asset management business. Mortgage banking income also decreased $482 thousand, or 15%, to $2.6 million in 2014, from $3.1 million in 2013. Other noninterest income increased $488 thousand, or 24%, to $2.5 million in 2014 from $1.8 million in 2013. Other noninterest income includes $646 thousand in income generated from our capital markets activities, including increased customer hedging activities.

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Excluding gain on sale of securities of $54 thousand in 2015, $180 thousand in 2014 and $98 thousand in 2013, respectively, adjusted noninterest income increased $4.4 million in 2015, and decreased $1.2 million in 2014. Adjusted noninterest income is a non-GAAP financial measure. For a reconciliation to the most comparable GAAP measure, see “Non-GAAP Financial Measures” above.

Noninterest Expense. The following table summarizes components of noninterest expense for the years ended December 31:

Noninterest Expense

	2015		2014		2013			Change 2015 vs. 2014					Change 2014 vs. 2013
	(dollars in thousands)
Salaries and employee benefits	$	39,945	$	39,538	$	34,570		$	407		1	%	$	4,968		14	%
Occupancy and equipment		10,317		10,409		7,691			(92	)	-1	%		2,718		35	%
Advertising and promotion		1,263		1,494		839			(231	)	-15	%		655		78	%
Legal and professional fees		3,402		3,486		3,142			(84	)	-2	%		344		11	%
Deposit charges and FDIC insurance		1,639		1,491		1,647			148		10	%		(156	)	-9	%
Data processing and outside service fees		6,625		6,449		5,950			176		3	%		499		8	%
Communication fees		2,099		1,974		1,737			125		6	%		237		14	%
Core deposit intangible amortization		1,389		1,269		1,029			120		9	%		240		23	%
Net cost (earnings) of operation of OREO		406		817		(371	)		(411	)	-50	%		1,188		-320	%
Loan and collection expense		740		1,350		1,972			(610	)	-45	%		(622	)	-32	%
Postage and supplies		488		667		1,009			(179	)	-27	%		(342	)	-34	%
Other noninterest expense		5,840		4,990		4,884			850		17	%		106		2	%
Total noninterest expense	$	74,153	$	73,934	$	64,099		$	219		0	%	$	9,835		15	%

The level of noninterest expense substantially affects our profitability. Total noninterest expense was $74.2 million in 2015, an increase of $219 thousand, or 0%, from $73.9 million in 2014. The increase is primarily due to the inclusion of a full year of expense from the Provident Community merger, offset by decreased merger expenses in 2015 as compared to 2014 and the impact of closing five branches during 2015. Total noninterest expense was $73.9 million in 2014, an increase of $9.8 million, or 15%, from $64.1 million in 2013. The increase was primarily due to the inclusion of eight months of expense from the Provident Community merger.

In 2015, we incurred approximately $1.4 million in expenses related to the First Capital merger and $156 thousand in expenses related to the Provident Community merger. Excluding merger-related expenses of $1.7 million, $3.6 million and $2.2 million in 2015, 2014 and 2013, respectively, adjusted noninterest expense increased $2.1 million, or 3%, to $72.4 million in 2015 from $70.3 million in 2014; and $8.4 million, or 14%, to $70.3 million in 2014 from $61.9 million in 2013, primarily as a result of the aforementioned mergers and organic growth initiatives. Adjusted noninterest expense is a non-GAAP financial measure. For a reconciliation to the most comparable GAAP measure, see “Non-GAAP Financial Measures” above.

The largest component of noninterest expense is salaries and employee benefits, which increased $407 thousand, or 1%, to $39.9 million in 2015 from $39.5 million in 2014. This increase is primarily due to a full year of compensation expense from the Provident Community merger. Occupancy and equipment expense decreased 1% from $10.4 million in 2014 to $10.3 million in 2015, primarily due to the closure of five branches during 2015. Advertising and promotion expense decreased $231 thousand, or 15% from 2014 to 2015 due to a marketing campaign in 2014 to promote a new corporate brand, “Answers You Can Bank On^SM.” Data processing and outside service fees increased $176 thousand or 3% to $6.6 million in 2015, from $6.4 million in 2014. The increase in these fees is due to a full year of expense related to the Provident Community merger. Communication fees increased 6% to $2.1 million in 2015 from $2.0 million in 2014, also due to a full year of expense related to Provident Community. We realized a net cost of operation of other real estate during 2015 of $406 thousand, compared to a net cost of operation of $817 thousand in 2014. During 2015, we sold 152 properties for a net gain of $596 thousand, compared to 279 properties sold during 2014 for a net gain of $436 thousand. Loan collection expense decreased $610 thousand, or 45%, to $740 thousand in 2015 from $1.4 million in 2014 as loan quality continues to improve. Other noninterest expense increased $850 thousand, or 17%, to $5.8 million in 2015 from $5.0 million in 2014 due primarily to $996 thousand in writedowns on branches closed during 2015

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Salaries and employee benefits increased $5.0 million, or 14%, to $39.5 million in 2014 from $34.6 million in 2013. This increase is primarily due to the increase in the number of employees resulting from the Provident Community merger, as well as hiring initiatives designed to drive future organic growth opportunities. Occupancy and equipment expense increased 35% from $7.7 million in 2013 to $10.4 million in 2014, primarily due to the acquisition of property with the Provident Community merger as well as the opening of the office in Richmond, Virginia. Advertising and promotion expense increased $655 thousand, or 78%, from 2013 to 2014 as the Company embarked on a new marketing campaign in 2014 to promote a new corporate brand, “Answers You Can Bank On^SM.” Data processing and outside service fees increased $499 thousand, or 8%, to $6.4 million in 2014, from $6.0 million in 2013. The increase in these fees is due to fees associated with merger integration and core processing integration from the merger with Provident Community. Communication fees increased 14% to $2.0 million in 2014 from $1.7 million in 2013, which is due to the expanded branch network resulting from the merger with Provident Community. We realized a net cost of operation of other real estate during 2014 of $817 thousand, compared to a net gain of $371 thousand in 2013. During 2014, we sold 279 properties for a net gain of $436 thousand, compared to 282 properties sold during 2013 for a net gain of $2.1 million. Loan collection expense decreased $622 thousand, or 32%, to $1.4 million in 2014 from $2.0 million in 2013 as loan quality continues to improve. Other noninterest expense increased $106 thousand, or 2%, to $5.0 million in 2014 from $4.9 million in 2013.

Income Taxes. We generate non-taxable income from tax-exempt investment securities and loans as well as bank-owned life insurance. Accordingly, the level of such income in relation to income before taxes affects our effective tax rate. We recognized income tax expense of $8.1 million for 2015, $6.1 million for 2014 and $7.4 million for 2013. The effective tax rate for the year ended December 31, 2015 was 32.9%, compared to 32.0% for the year ended December 31, 2014 and 32.5% for the year ended December 31, 2013.

We reported net DTAs of $29.0 million and $35.6 million at December 31, 2015 and 2014, respectively. The decrease is primarily the result of earnings of $16.6 million during 2015. We evaluate the carrying amount of our DTA quarterly in accordance with the guidance provided in ASC 740, in particular applying the criteria set forth therein to determine whether it is more likely than not (i.e., a likelihood of more than 50%) that some portion, or all, of the DTA will not be realized within its life cycle, based on the weight of available evidence. In most cases, the realization of the DTA is dependent upon generating a sufficient level of taxable income in future periods, which can be difficult to predict. In addition to projected earnings, we also consider projected asset quality, liquidity, and our strong capital position, which could be leveraged to increase earning assets and generate taxable income, our growth plans and other relevant factors.   Based on the weight of available evidence, we determined as of both December 31, 2015 and December 31, 2014 that it is more likely than not that we will be able to fully realize the existing DTA and therefore considered it appropriate not to establish a DTA valuation allowance at either December 31, 2015 or December 31, 2014. See Note 12 – Income Taxes to the Consolidated Financial Statements.

Financial Condition

Summary. Total assets increased $155.0 million, or 7%, to $2.5 billion as of December 31, 2015 as compared to $2.4 billion as of December 31, 2014. This increase is primarily the result of organic loan growth as net loans increased $160.3 million. Other increases include a $37.3 million increase in cash through a new senior unsecured term loan incurred in preparation for the First Capital acquisition on January 1, 2016, as well as increases in investment securities available-for-sale of $9.3 million, or 2%; bank-owned life insurance of $921 thousand, or 2%; and other assets including accrued interest receivable of $2.7 million, or 23%. Offsetting the increases were decreases in interest earning cash balances of $17.9 million, or 52%; investment securities held-to-maturity of $9.3 million, or 8%; nonmarketable equity securities of $166 thousand, or 1%; loans held for sale of $6.7 million, or 57%; Federal funds sold of $250 thousand, or 52%; premises and equipment of $3.6 million, or 6%; OREO of $6.5 million, or 55%; FDIC indemnification asset of $3.0 million, or 76%; core deposit intangible of $1.4 million, or 13%; and deferred tax assets of $6.7 million, or 19%.

Total liabilities at December 31, 2015 were $2.2 billion, an increase of $145.4 million, or 7%, from total liabilities of $2.1 billion at December 31, 2014. Total deposits increased $101.3 million, or 5%, and total borrowings increased $35.7 million, or 18% to support organic growth as well as to provide funding for the cash consideration portion of the First Capital acquisition. Total borrowings included $24.3 million and $23.6 million of Tier 1 eligible junior subordinated debt, net of acquisition accounting fair market value adjustments, at December 31, 2015 and 2014, respectively. Total shareholders’ equity increased $9.6 million, or 3%, during the year to $284.7 million at December 31, 2015.

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Investment Securities and Other Earning Assets. We use investment securities to generate interest income through the employment of excess funds, to provide liquidity, to fund loan demand or deposit liquidation, and to pledge as collateral, where required. The composition of our investment portfolio, as presented in the table below, changes from time to time, as we consider our liquidity needs, interest rate expectations, asset/liability management strategies, and capital requirements.

Securities available-for-sale are carried at fair market value, with unrealized holding gains and losses reported in accumulated other comprehensive income, net of tax. Securities held-to-maturity are carried at amortized cost. At December 31, 2015, the market value of investment securities totaled $492.6 million, compared to $493.3 million at December 31, 2014.

Included in our investment securities portfolio is one investment in a senior tranche of CLO totaling $5.0 million at December 31, 2015, which could be impacted by the bank investment criteria of Volcker Rule. Our investments in the CLO, which had a net unrealized loss of $57,300 at December 31, 2015, currently would be prohibited under the Volcker Rule. The Company will determine any disposition plans for these securities as the documentation is, or is not, amended. Under current federal regulations, banks have until July 21, 2016 (expected to be extended to July 21, 2017) to conform their CLO interests to avoid the trading restrictions under the Volcker Rule. Unless the documentation is amended to avoid inclusion within the rule’s prohibitions, we would have to recognize OTTI with respect to these securities in conformity with GAAP rules. We held no other security types potentially affected by the Volcker Rule at December 31, 2015.

The following table presents a summary of the fair value of investment securities at December 31:

Fair Value of Investment Portfolio

			%					%					%
	2015		of Total			2014		of Total			2013		of Total
	(dollars in thousands)
Securities available-for-sale:
U.S. Government agencies	$	514		0	%	$	537		0	%	$	558		0	%
Municipal securities		14,796		4	%		12,851		3	%		16,506		5	%
Residential agency pass-through securities		131,460		34	%		147,015		39	%		90,248		26	%
Residential collateralized mortgage obligations		151,631		39	%		144,080		38	%		103,349		30	%
Commercial mortgage-backed obligations		4,756		1	%		4,868		1	%		61,402		18	%
Asset-backed securities		79,120		21	%		61,050		16	%		71,077		21	%
Corporate and other securities		1,500		0	%		3,570		1	%		4,445		1	%
Equity securities		1,157		0	%		1,712		0	%		1,906		1	%
Total securities available-for-sale	$	384,934		100	%	$	375,683		100	%	$	349,491		100	%
Securities held-to-maturity:
Residential agency pass-through securities	$	41,790		39	%	$	44,454		38	%	$	40,733		79	%
Residential collateralized mortgage obligations		7,792		7	%		8,564		7	%		4,908		10	%
Commercial mortgage-backed obligations		52,661		49	%		58,742		50	%		-		0	%
Asset-backed securities		5,386		5	%		5,867		5	%		5,693		11	%
Total securities held-to-maturity	$	107,629		100	%	$	117,627		100	%	$	51,334		100	%

The following table summarizes the maturity distribution schedule of the amortized cost of securities available-for-sale and held-to-maturity with corresponding weighted-average yields at December 31, 2015. Weighted-average yields for securities exempt from both Federal and state income taxes and Federal income taxes only have been computed on a fully taxable-equivalent basis using a statutory tax rate of 38.55%. The amount of tax-equivalent adjustment is $223 thousand and relates exclusively to municipal securities for the periods presented. Mortgage-backed securities are included in maturity categories based on their stated maturity date. Expected maturities may differ from contractual maturities for a variety of reasons, including the ability of issuers to call or prepay obligations and the ability of borrowers to prepay underlying mortgage collateral. Equity securities are reported with maturities over 10 years, as these securities have no maturity dates.

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Contractual Maturities of Investment Portfolio - Amortized Cost

	Less than 1 year					1-5 years					5-10 years					Over 10 years					Total
			Weighted					Weighted					Weighted					Weighted					Weighted
			Average					Average					Average					Average					Average
December 31, 2015	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
	(dollars in thousands)
Securities available-for-sale:
U.S. Government agencies	$	503		4.05	%	$	-		-		$	-		-		$	-		-		$	503		4.05	%
Municipal securities		-		-			-		-			3,604		3.04	%		10,445		4.54	%		14,049		4.15	%
Residential agency pass-through securities		-		-			-		-			16,265		2.81	%		113,776		2.48	%		130,041		2.52	%
Residential collateralized mortgage obligations		-		-			-		-			16,390		2.32	%		135,538		2.26	%		151,928		2.27	%
Commercial mortgage-backed obligations		-		-			4,856		1.64	%		-		-			-		-			4,856		1.64	%
Asset-backed securities		-		-			-		-			36,017		2.24	%		43,924		2.13	%		79,941		2.18	%
Corporate and other securities		-		-			-		-			-		-			1,463		4.00	%		1,463		4.00	%
Equity securities		-		-			-		-			-		-			1,250		18.24	%		1,250		18.24	%
Total investment securities	$	503		4.05	%	$	4,856		1.64	%	$	72,276		2.43	%	$	306,396		2.40	%	$	384,031		2.40	%
Securities held-to-maturity:
Residential agency pass-through securities	$	-		-		$	-		-		$	-		-		$	41,012		2.93	%	$	41,012		2.93	%
Residential collateralized mortgage obligations		-		-			-		-			-		-			7,723		2.90	%		7,723		2.90	%
Commercial mortgage-backed obligations		-		-			-		-			54,028		2.85	%		-		-			54,028		2.85	%
Asset-backed securities		-		-			-		-			-		-			5,394		2.57	%		5,394		2.57	%
Total investment securities	$	-		-		$	-		-		$	54,028		2.85	%	$	54,129		2.89	%	$	108,157		2.82	%

At December 31, 2015, there were no holdings of any one issuer, other than the United States government and its agencies, in an amount greater than 10% of our total consolidated shareholders’ equity.

At December 31, 2015, we had $235 thousand in Federal funds and $16.5 million in interest-bearing deposits with other FDIC-insured financial institutions. This compares with $34.4 million in interest-bearing deposits with other FDIC-insured financial institutions and $485 thousand in Federal funds at December 31, 2014.

Loans. We consider asset quality to be of primary importance, and employ seasoned credit professionals and documented processes to ensure effective oversight of credit approvals and asset quality monitoring. Our internal loan policy is reviewed by our board of directors’ Loan and Risk Committee on an annual basis and our underwriting guidelines are reviewed and updated on a periodic basis. A formal loan review process is maintained both to ensure adherence to lending policies and to ensure accurate loan grading and is reviewed by our board of directors. Since inception, we have promoted the separation of loan underwriting from the loan production staff through our credit department. Currently, credit administration analysts or portfolio managers are responsible for underwriting and assigning proper risk grades for all commercial loans with exposure in excess of $500 thousand. Underwriting is completed on standardized forms including a loan approval form and supporting documents which outline the loan's structure and a detailed analysis of loan purpose, borrower strength (including individual and global cash flow worksheets), repayment sources and, when applicable, collateral positions and guarantor strength. The credit memorandum further identifies exceptions to policy and/or regulatory limits, total exposure, internal risk grades and other relevant credit information. Loans are approved or denied by varying levels of signature authority based on total customer relationship exposure. A management-level loan committee reviews all loans greater than $3 million and is responsible for approving all credits in excess of the chief credit officer and senior credit officers’ lending authority, which was increased in October 2014 from $3 million to $5 million.

Our loan underwriting policy contains LTV limits that are at or below levels required under regulatory guidance, when such guidance is available, including limitations for non-real estate collateral, such as accounts receivable, inventory and marketable securities. When applicable, we compare LTV with loan-to-cost guidelines and usually limit loan amounts to the lower of the two ratios. We also consider FICO scores and strive to uphold a high standard when extending loans to individuals. We have not underwritten any subprime, hybrid, no-documentation or low-documentation products.

All acquisition, construction and development (“AC&D”) loans, whether related to commercial or consumer borrowers, are subject to policies, guidelines and procedures specifically designed to properly identify, monitor and mitigate the risk associated with these loans. Loan officers receive and review a cost budget from the borrower at the time an AC&D loan is originated. Loan draws are monitored against the budgeted line items during the development period in order to identify potential cost overruns. Individual draw requests are verified through review of supporting invoices as well as site inspections performed by an external inspector. Additional periodic site inspections are performed by loan officers at times that do not coincide with draw requests in order to keep abreast of ongoing project conditions. Our exposure to AC&D loans has declined significantly since the Bank’s initial public offering in 2010 and current loan origination is focused on 1 – 4 family residential construction for retail customers and 1-4 family residential home construction to selected well-qualified builders, as well as owner-occupied commercial and pre-leased commercial build-to-suit properties. Concentrations as a percent of capital are reported to the board of directors on a quarterly basis. Market conditions for AC&D loans continued to improve in 2015 due to increasing new home sales in our primary markets. As of December 31, 2015, approximately 2% of our AC&D loan portfolio, commercial and consumer, falls under the watch list.

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Our second mortgage exposure is primarily attributable to our home equity lines of credit (“HELOC”) portfolio, which totaled approximately $157.4 million as of December 31, 2015. HELOCs typically have a draw period of 10 years followed by a 10- or 15- year repayment period. During the draw period, a borrower is only required to make interest payments. Once the draw period has concluded, the line is typically placed on a 1% repayment schedule or is renewed. Management closely monitors HELOCs for end-of-draw periods and works with customers as the end-of-draw approaches. Reviews of all outstanding HELOCs are performed on at least a semi-annual basis.

All loans are assigned an internal risk grade and are reviewed continuously for payment performance and updated through annual portfolio reviews. Loans on the Bank’s watch list are monitored through periodic watch meetings and monthly impairment meetings. Classified loans are generally managed by a dedicated special asset team who is experienced in various loan rehabilitation and work out practices. Special asset loans are generally managed with a least-loss strategy.

At December 31, 2015, total loans, net of deferred fees, increased $161.1 million, or 10%, to $1.7 billion, compared to $1.6 billion at December 31, 2014, due to organic loan growth. The Company’s metropolitan markets, which include Charlotte, Raleigh and Wilmington, North Carolina, Greenville and Charleston, South Carolina and Richmond, Virginia, reported organic growth of $149.2 million due to continued success in origination efforts. The composition of the portfolio remained steady, with commercial loans representing 72% of the total loan portfolio at December 31, 2015 and December 31, 2014, and consumer loans representing 28% of the total loan portfolio at December 31, 2015 and December 31, 2014. The primary changes in commercial loans were commercial and industrial which increased to 14% of the total loan portfolio at December 31, 2015 from 11% at December 31, 2014; while owner-occupied commercial real estate decreased to 19% of the total loan portfolio at December 31, 2015 from 21% at December 31, 2014, and investor income producing commercial real estate decreased to 29% of total loans at December 31, 2015 from 30% at December 31, 2014. The primary changes in consumer loans were HELOCs, which decreased to 9% of the total loan portfolio from 10% at December 31, 2014; and other loans to individuals, which increased to 2% of the total loan portfolio at December 31, 2015 from 1% at December 31, 2014.

The following table presents a summary of the loan portfolio at December 31:

Summary of Loans By Segment and Class

	December 31,
	2015		%			2014		%			2013		%			2012			%			2011			%
	(dollars in thousands)
Commercial:
Commercial and industrial	$	246,907		14	%	$	173,786		11	%	$	122,400		10	%	$	119,132			9	%	$	80,746			11	%
Commercial real estate (CRE) - owner occupied		331,222		19	%		333,782		21	%		267,581		21	%		299,416			22	%		169,663			22	%
CRE - investor income producing		506,110		29	%		470,647		30	%		382,187		29	%		371,957			28	%		194,235			26	%
Acquisition, construction and development (AC&D)		-		0	%		-		0	%		-		0	%		140,661			10	%		92,349			12	%
AC&D - 1-4 family construction		32,262		2	%		29,401		2	%		19,959		2	%		-			0	%		-			0	%
AC&D - lots, land, & development		44,411		3	%		55,443		3	%		65,589		5	%		-			0	%		-			0	%
AC&D - CRE		87,452		5	%		71,590		5	%		56,759		4	%		-			0	%		-			0	%
Other commercial		8,601		0	%		5,045		0	%		3,849		0	%		5,628			0	%		15,658			2	%
Total commercial loans		1,256,965		72	%		1,139,694		72	%		918,324		71	%		936,794			69	%		552,651			73	%
Consumer:
Residential mortgage		223,884		13	%		205,150		13	%		173,376		13	%		188,532			14	%		79,512			10	%
Home equity lines of credit (HELOC)		157,378		9	%		155,297		10	%		143,754		11	%		163,625			12	%		90,408			12	%
Residential construction		72,171		4	%		55,882		4	%		40,821		3	%		52,812			4	%		25,126			3	%
Other loans to individuals		28,816		2	%		22,586		1	%		18,795		2	%		15,553			1	%		11,496			2	%
Total consumer loans		482,249		28	%		438,915		28	%		376,746		29	%		420,522			31	%		206,542			27	%
Total loans		1,739,214		100	%		1,578,609		100	%		1,295,070		100	%		1,357,316			100	%		759,193			100	%
Deferred fees		2,601		0	%		2,084		0	%		738		0	%		(609	)		0	%		(371	)		0	%
Total loans, net of deferred fees	$	1,741,815		100	%	$	1,580,693		100	%	$	1,295,808		100	%	$	1,356,707			100	%	$	758,822			100	%

47

The following table details loan maturities by loan class and interest rate type at December 31, 2015:

Loan Portfolio Maturities by Loan Class and Rate Type

	Within		One
	One		Year to		After Five
December 31, 2015	Year		Five Years		Years		Total
	(dollars in thousands)
Commercial and industrial	$	59,418	$	159,442	$	28,047	$	246,907
CRE - owner-occupied		27,199		223,171		80,852		331,222
CRE - investor income producing		43,348		363,933		98,829		506,110
AC&D - 1-4 family construction		29,669		2,593		-		32,262
AC&D - lots, land, & development		15,099		26,425		2,887		44,411
AC&D - CRE		17,048		46,950		23,454		87,452
Other commercial		843		7,077		681		8,601
Residential mortgages		5,534		17,254		201,096		223,884
HELOC		7,039		31,566		118,773		157,378
Residential construction		58,613		12,434		1,124		72,171
Other loans to individuals		16,876		9,445		2,495		28,816
Total loans	$	280,686	$	900,290	$	558,238	$	1,739,214
Fixed interest rate	$	88,826	$	575,830	$	198,297	$	862,953
Variable interest rate		191,860		324,460		359,941		876,261
Total loans	$	280,686	$	900,290	$	558,238	$	1,739,214

Variable interest rate loans are included in all of our loan types. We had a total of $876.3 million in variable rate loans as of December 31, 2015, of which $218.4 million included an interest rate floor. Variable rate loans are indexed to several indices, including (i) the prime rate as published in The Wall Street Journal; (ii) the London InterBank Offered Rate (“LIBOR”); (iii) the 1-year Treasury rate; and (iv) our internal Main Street Prime rate. In addition, we inherited several variable rate indices through our mergers with Citizens South and Community Capital that are no longer used on originated or renewed loans. During the underwriting process, analysts perform their analysis at the fully-indexed rate as well as a “stressed” rate to identify payment capacity in a rising rate environment.

Allowance for Loan Losses.The allowance for loan losses is based upon management's ongoing evaluation of the loan portfolio and reflects an amount considered by management to be its best estimate of known and inherent losses in the portfolio as of the balance sheet date. The determination of the allowance for loan losses involves a high degree of judgment and complexity. In making the evaluation of the adequacy of the allowance for loan losses, management considers current economic and market conditions, independent loan reviews performed periodically by third parties, portfolio trends and concentrations, delinquency information, management's internal review of the loan portfolio, internal historical loss rates and other relevant factors. While management uses the best information available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, regulatory examiners may require us to recognize changes to the allowance for loan losses based on their judgments about information available to them at the time of their examination. Although provisions have been established by loan segments based upon management's assessment of their differing inherent loss characteristics, the entire allowance for losses on loans, other than the portions related to PCI loans and specific reserves on impaired loans, is available to absorb further loan losses in any segment.

Our Allowance for Loan Losses Committee is responsible for overseeing our allowance and works with our chief executive officer, senior financial officers, senior risk management officers and the Audit Committee of the board of directors in developing and achieving our allowance methodology and practices. Our allowance for loan loss methodology includes four components – specific reserves, quantitative reserves, qualitative reserves and reserves on PCI loans.

Since the fourth quarter of 2011, we have introduced certain enhancements to our allowance methodology that, in management’s opinion, provide a better estimate and an allowance for loan losses which better reflects the inherent loss within each loan product. Quantitatively, since the fourth quarter of 2011, we have shifted from historical loss experience of peers to our own actual loss experience and have segregated our loans by product. In the third quarter of 2013, we further segregated the AC&D portfolio by collateral type. These enhancements strengthen the granularity of the allowance methodology and better align with our present origination activities, which are focused on construction rather than development activities. Additionally, we regularly review the look back periods being used for each of our loan products to continue to present an estimated risk and loss consistent with expectations.

48

Qualitatively, during the second quarter of 2012, we eliminated the use of traditional risk grade factors as a single forward-looking qualitative indicator and instead shifted our focus to five specific environmental factors- portfolio trends, portfolio concentrations, economic and market conditions, changes in lending practices and other factors. In 2014, the Company introduced two new environmental factors – changes in the loan review system and geographical considerations- into the qualitative reserve component. Management believes these additional categories provide more clarity in the determination of the allowance. Additionally, we regularly review the look back periods being used for each of our loan products to continue to present an estimated risk and loss consistent with expectations. As a result of this review, we extended the look back periods for several loan products in 2014.

In the second quarter of 2015 as part of management’s annual review of the allowance for loan loss methodology management further modified the methodology used for the determination of allowance for loan losses to collectively review impaired loans with a balance of less than or equal to $150 thousand. These loans are no longer individually reviewed for specific impairment but rather are reviewed on a pooled basis in a manner consistent with unimpaired loans with additional qualitative factors applied when necessary to reflect the additional risk characteristics of these loans. This change in methodology resulted in decrease in specific reserves and an increase in the quantitative and qualitative reserve components.

The changes and refinements discussed above, in aggregate, did not have a material impact on the estimated allowance at December 31, 2015. These changes, in management’s judgment, produce a non-PCI allowance for loan losses that best reflects the estimate of inherent losses in the loan portfolio at December 31, 2015.

The following table presents a breakdown of our allowance for loan losses, by component and by loan product type as of December 31, 2015 and 2014. Details of the seven environmental factors for inclusion in the qualitative component of the allowance methodology as well as additional information about the four components and our policies and methodology used to estimate the allowance for loan losses are presented in Note 5 – Loans and Allowance for Loan Losses to the Consolidated Financial Statements.

	December 31, 2015
	Specific Reserve					Quantitative Reserve					Qualitative Reserve					Reserve on PCI Loans
(dollars in thousands)	$		% of Total Allowance			$		% of Total Allowance			$		% of Total Allowance			$		% of Total Allowance
Commercial:
Commercial and industrial	$	-		0.00	%	$	745		8.22	%	$	1,076		11.87	%	$	-		0.00	%
CRE - owner-occupied		-		0.00	%		116		1.28	%		1,019		11.24	%		-		0.00	%
CRE - investor income producing		-		0.00	%		726		8.01	%		1,373		15.15	%		-		0.00	%
AC&D - 1-4 family construction		-		0.00	%		-		0.00	%		247		2.73	%		-		0.00	%
AC&D - lots, land, & development		-		0.00	%		-		0.00	%		278		3.07	%		-		0.00	%
AC&D - CRE		-		0.00	%		37		0.40	%		642		7.07	%		-		0.00	%
Other commercial		-		0.00	%		-		0.00	%		69		0.76	%		-		0.00	%
Consumer:
Residential mortgage		-		0.00	%		169		1.86	%		503		5.55	%		-		0.00	%
HELOC		192		2.12	%		286		3.16	%		859		9.48	%		-		0.00	%
Residential construction		-		0.00	%		253		2.79	%		208		2.29	%		-		0.00	%
Other loans to individuals		-		0.00	%		-		0.00	%		266		2.93	%		-		0.00	%
Total	$	192		2.12	%	$	2,332		25.73	%	$	6,540		72.15	%	$	-		0.00	%

	December 31, 2014
	Specific Reserve					Quantitative Reserve					Qualitative Reserve					Reserve on PCI Loans
(dollars in thousands)	$		% of Total Allowance			$		% of Total Allowance			$		% of Total Allowance			$		% of Total Allowance
Commercial:
Commercial and industrial	$	44		0.53	%	$	737		8.92	%	$	764		9.25	%	$	-		0.00	%
CRE - owner-occupied		18		0.22	%		160		1.94	%		539		6.52	%		-		0.00	%
CRE - investor income producing		57		0.69	%		800		9.68	%		952		11.52	%		-		0.00	%
AC&D - 1-4 family construction		-		0.00	%		222		2.69	%		229		2.77	%		-		0.00	%
AC&D - lots, land, & development		11		0.13	%		281		3.40	%		292		3.53	%		-		0.00	%
AC&D - CRE		-		0.00	%		36		0.44	%		358		4.33	%		-		0.00	%
Other commercial		19		0.23	%		4		0.05	%		9		0.11	%		-		0.00	%
Consumer:
Residential mortgage		138		1.67	%		101		1.22	%		202		2.44	%		-		0.00	%
HELOC		382		4.62	%		472		5.71	%		785		9.50	%		-		0.00	%
Residential construction		4		0.05	%		261		3.16	%		270		3.28	%		-		0.00	%
Other loans to individuals		12		0.15	%		8		0.10	%		95		1.15	%		-		0.00	%
Total	$	685		8.29	%	$	3,082		37.30	%	$	4,495		54.41	%	$	-		0.00	%

49

The allowance for loan losses was $9.1 million, or 0.52% of total loans, at December 31, 2015 compared to $8.3 million, or 0.52% of total loans, at December 31, 2014. The allowance for loan losses is increased by provisions charged to operations and reduced by loans charged off, net of recoveries. The increase in the allowance for loan losses was a function of (i) a decrease of $750 thousand in the quantitative component of the allowance due to a decrease in historical loss rates applied to the portfolio as significant charge-offs from 2011 are replaced with low loss or recovery periods in 2015; (ii) an increase of $2.0 million in the qualitative component of the allowance primarily due to minimum reserve amounts applied as historical loss rates continue to decline, as well as management’s decision to increase certain factors based on rapid loan growth, entrance into new markets, and caution surrounding the economy; and (iii) a decrease of $493 thousand in specific reserves as impaired loans less than or equal to $150 thousand are no longer specifically reviewed.

Net recoveries decreased $968 thousand, or 97%, from a net recovery of $1.0 million, or 0.06% of total loans, for the year ended December 31, 2014 to net recoveries of $27 thousand, or 0.00% of total loans, for the year ended December 31, 2015.

In accordance with GAAP, acquired loans were adjusted to reflect estimated fair market value at acquisition and the associated allowance for loan losses was eliminated. At December 31, 2015, acquired loans comprised 22% of our total loans, compared to 32% at December 31, 2014. The ratio of the allowance for loan losses to total loans was 0.52% at December 31, 2015 and December 31, 2014. The ratio of the adjusted allowance for loan losses to total loans, which includes the remaining acquisition accounting fair market value adjustments for acquired loans, was 2.14% at December 31, 2015 and 2.76% at December 31, 2014. Adjusted allowance for loan losses to loans is a non-GAAP financial measure, which is provided as supplemental information for comparing the combined allowance and fair market value adjustments to the combined acquired and non-acquired loan portfolios. Fair market value adjustments are available only for losses on acquired loans. For a reconciliation to the most comparable GAAP measure, see “Non-GAAP Financial Measures” above.

While management believes that it uses the best information available to determine the allowance for loan losses, and that the Company’s allowance for loan losses is maintained at a level appropriate in light of the risk inherent in our loan portfolio based on an assessment of various factors affecting the loan portfolio, unforeseen market conditions could result in adjustments to the allowance for loan losses, and net income could be significantly affected, if circumstances differ substantially from the assumptions used in making the final determination. The allowance for loan losses to total loans may increase if our loan portfolio deteriorates due to economic conditions or other factors.

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The following table presents a summary of changes in the allowance for loan losses, including the reserve for PCI loans, and includes information regarding charge-offs and selected coverage ratios, for the years ended December 31:

Allowance for Loan Losses

	December 31,
	2015			2014			2013			2012			2011
	(dollars in thousands)
Balance, beginning of period	$	8,262		$	8,831		$	10,591		$	10,154		$	12,424
Provision for loan losses charged to operations		723			(1,286	)		746			2,023			9,385
Provision for loan losses recorded through FDIC loss share receivable		52			(278	)		501			-			-
Charge-offs:
Commercial:
Commercial and industrial		(264	)		(161	)		(1,454	)		(565	)		(778	)
CRE - owner-occupied		-			(193	)		(52	)		(204	)		(194	)
CRE - investor income producing		(73	)		(298	)		(734	)		(1,132	)		(136	)
AC&D		-			-			(177	)		(652	)		(9,865	)
AC&D - 1-4 family construction		-			(15	)		(87	)		-			-
AC&D - lots, land, & development		-			(16	)		(6	)		-			-
Other commercial		(39	)		-			(386	)		(94	)		-
Consumer:
Residential mortgage		(272	)		(162	)		(1,142	)		(129	)		(128	)
HELOC		(184	)		(996	)		(838	)		(406	)		(1,762	)
Residential construction		(129	)		(201	)		(277	)		(328	)		(222	)
Other loans to individuals		(56	)		(50	)		(100	)		(12	)		-
Total Charge-offs		(1,017	)		(2,092	)		(5,253	)		(3,522	)		(13,085	)
Recoveries:
Commercial:
Commercial and industrial		133			487			187			79			236
CRE - owner-occupied		1			263			7			-			3
CRE - investor income producing		266			123			480			57			3
AC&D		-			-			25			1,602			1,157
AC&D - 1-4 family construction		8			98			221			-			-
AC&D - lots, land, & development		348			1,727			726			-			-
Other commercial		-			1			1			-			-
Consumer:
Residential mortgage		98			198			416			12			-
HELOC		112			69			66			33			17
Residential construction		16			57			61			124			-
Other loans to individuals		62			64			56			29			14
Total Recoveries		1,044			3,087			2,246			1,936			1,430
Net (charge-offs) recoveries		27			995			(3,007	)		(1,586	)		(11,655	)
Balance, end of period	$	9,064		$	8,262		$	8,831		$	10,591		$	10,154
Net charge-offs to total loans		0.00	%		-0.06	%		0.23	%		0.12	%		1.54	%
											.
Allowance for loan losses to total loans		0.52	%		0.52	%		0.68	%		0.78	%		1.34	%

51

The following table presents the allocation of the allowance for loan losses, including the reserve for PCI loans, by category for the years ended December 31:

Allocation of the Allowance for Loan Losses

	December 31,
	2015					2014					2013					2012					2011
(dollars in thousands)	Amount		% of Loans to Total Loans			Amount		% of Loans to Total Loans			Amount		% of Loans to Total Loans			Amount		% of Loans to Total Loans			Amount		% of Loans to Total Loans
Commercial:
Commercial and industrial	$	1,821		14	%	$	1,563		11	%	$	1,491		10	%	$	1,074		9	%	$	703		11	%
CRE - owner-occupied		1,135		19	%		721		21	%		399		21	%		496		22	%		740		22	%
CRE - investor income producing		2,099		29	%		1,751		30	%		2,157		29	%		1,102		28	%		2,106		26	%
AC&D		-		0	%		-		0	%		-		0	%		4,699		10	%		3,883		12	%
AC&D - 1-4 family construction		247		2	%		458		2	%		839		2	%		-		0	%		-		0	%
AC&D - lots, land, & development		278		3	%		591		3	%		1,751		5	%		-		0	%		-		0	%
AC&D - CRE		679		5	%		395		5	%		299		4	%		-		0	%		-		0	%
Other commercial		69		0	%		32		0	%		25		0	%		8		0	%		17		2	%
Consumer:
Residential mortgage		672		13	%		443		13	%		358		13	%		654		14	%		309		10	%
HELOC		1,337		9	%		1,651		10	%		1,050		11	%		1,463		12	%		1,898		12	%
Residential construction		461		4	%		542		4	%		390		3	%		1,046		4	%		455		3	%
Other loans to individuals		266		2	%		115		1	%		72		2	%		49		1	%		43		2	%
	$	9,064		100	%	$	8,262		100	%	$	8,831		100	%	$	10,591		100	%	$	10,154		100	%

We evaluate and estimate off-balance sheet credit exposure at the same time we estimate credit losses for loans by a similar process, including an estimate of commitment usage levels. These estimated credit losses are not recorded as part of the allowance for loan losses, but are recorded to a separate liability account by a charge to income, if material. Loan commitments, unused lines of credit and standby letters of credit make up the off-balance sheet items reviewed for potential credit losses. At both December 31, 2015 and 2014, $125 thousand was recorded as an other liability for off-balance sheet credit exposure.

Nonperforming Assets. Nonperforming assets, which consist of nonaccrual loans, accruing troubled debt restructurings (“TDRs”), accruing loans for which payments are 90 days or more past due, and OREO, totaled $13.7 million at December 31, 2015 compared to $20.9 million at December 31, 2014. Nonperforming loans, which consist of nonaccrual loans, accruing TDRs and accruing loans for which payments are 90 days or more past due, decreased $653 thousand, or 7%, to $8.3 million, or 0.47% of total loans and OREO at December 31, 2015, compared to $8.9 million, or 0.56% of total loans and OREO at December 31, 2014. The decreases in nonperforming assets from 2014 are due to the successful disposition of numerous OREO properties and the continued resolution of problem loans.

It is our general policy to place a loan on nonaccrual status when it is over 90 days past due and there is reasonable doubt that all principal and interest will be collected.Nonaccrual loans decreased $1.3 million, or 23%, in 2015 to $4.3 million from $5.6 million at December 31, 2014. Nonaccrual TDRs are included in the nonaccrual loan amounts noted. At December 31, 2015, nonaccrual TDR loans were $466 thousand and had no recorded allowances. At December 31, 2014, nonaccrual TDR loans were $841 thousand and had a recorded allowance of $1 thousand. Accruing TDRs totaled $2.8 million at December 31, 2015 and $3.3 million at December 31, 2014. At December 31, 2015, we had a $1.1 million relationship that fell 90 days past due that remained accruing based on a pending sale of collateral and strong loan to value. The sale of this collateral however fell through in January 2016 and the loan was subsequently placed on nonaccrual.

Interest that would have been recorded on nonaccrual loans for the years ended December 31, 2015, 2014 and 2013, had they performed in accordance with their original terms, totaled $1.0 million, $1.1 million and $3.0 million, respectively. Interest income included in the results of operations for 2015, 2014 and 2013, with respect to loans that subsequently went to non-accrual, totaled $78 thousand, $158 thousand and $310 thousand, respectively.

We grade loans with an internal risk grade scale of 10 through 90, with grades 10 through 50 representing “pass” loans, grade 60 representing “special mention” and grades 70 and higher representing “classified” credit grades, respectively. Loans are reviewed on a regular basis internally, and at least annually by an external loan review group, to ensure loans are graded appropriately. Credits are reviewed for past due trends, declining cash flows, significant decline in collateral value, weakened guarantor financial strength, management concerns, market conditions and other factors that could jeopardize the repayment performance of the loan. Documentation deficiencies including collateral perfection and outdated or inadequate financial information are also considered in grading loans.

52

All loans graded 60 or worse are included on our list of “watch loans,” which represent potential problem loans, and are updated periodically and reported to both management and the Loan and Risk Committee of the board of directors quarterly. Impairment analyses are performed on all classified loans (risk grade of 70 or worse) and generally greater than $150 thousand as well as selected other loans as deemed appropriate.At December 31, 2015, we maintained “watch loans” totaling $31.2 million compared to $18.9 million at December 31, 2014. The increase in watch loans was due primarily to two large commercial relationships that were downgraded in the fourth quarter of 2015 as well as the upgrade of one large classified relationship in 2015. Approximately $6 million of the watch loans at December 31, 2015 were acquired loans. The future level of watch loans cannot be predicted, but rather will be determined by several factors, including overall economic conditions in the markets served.

We employ one of three potential methods to determine the fair value of impaired loans:

1) Fair value of collateral method. This is the most common method and is used when the loan is collateral dependent. In most cases, we will obtain an “as is” appraisal from a third-party appraisal group. The fair value from that appraisal may be adjusted downward for liquidation discounts for foreclosure or quick sale scenarios, as well as any applicable selling costs.

2) Cash flow method. This method is used when we believe that we will collect the loan primarily from cash flows generated by the borrower.

3) Observable market value method. This is the method used least often by us. Fair value is based on the offering price from a note buyer, in either the local community or a national loan sale advisor.

With respect to nonaccrual commercial and nonaccrual AC&D loans made to consumers, we typically utilize an “as-is,” or “discounted,” value to determine an appropriate fair value. When appraising projects with an expected cash flow to be received over a period of time, such as acquisition and development/land development loans, fair value is determined using a discounted cash flow methodology. We also account for expected selling and holding costs when determining an appropriate property value.

As of December 31, 2015, there were $96.2 million of AC&D - CRE loans kept current with bank-funded reserves of approximately $4.8 million. As of December 31, 2014, there were $49.9 million of AC&D loans kept current with bank-funded reserves of approximately $2.6 million. In both periods, these loans were still in the construction period of their lending arrangement.

At December 31, 2015, OREO totaled $5.5 million, all of which is recorded at values based on our most recent appraisals. Included in the total is $1.2 million of OREO covered under the FDIC loss share agreements as of December 31, 2015. At December 31, 2014, OREO totaled $12.0 million, all of which was recorded at values based on the most recent appraisals then available. Included in that total at December 31, 2014 was $3.0 million of OREO covered under the FDIC loss share agreements. The decrease in OREO from 2014 is primarily due to successful dispositions.

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The following table summarizes nonperforming assets at December 31:

Nonperforming Assets

	December 31,
	2015			2014			2013			2012			2011
	(dollars in thousands)
Nonaccrual loans	$	4,326		$	5,585		$	8,428		$	10,374		$	16,256
Past due 90 days or more and accruing		1,151			30			17			77			-
Troubled debt restructuring		2,774			3,289			3,854			7,367			3,972
Total nonperforming loans		8,251			8,904			12,299			17,818			20,228
OREO		5,451			11,990			14,492			25,073			14,403
Loans held for sale		-			-			-			-			1,560
Total nonperforming assets	$	13,702		$	20,894		$	26,791		$	42,891		$	36,191
PCI loans:
Outstanding customer balance	$	120,958		$	165,686		$	197,040		$	278,200		$	106,688
Carrying amount		94,917			133,241			163,787			234,282			63,818
Nonperforming loans to total loans and OREO		0.47	%		0.56	%		0.94	%		1.29	%		2.61	%
Nonperforming assets to total assets		0.54	%		0.89	%		1.37	%		2.11	%		3.25	%

Deposits. We offer a broad range of deposit products, including personal and business checking accounts, individual retirement accounts, business and personal money market accounts and time deposits, at competitive interest rates. Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit, and the interest rate, among other factors. We regularly evaluate the internal cost of funds, survey rates offered by competing institutions, review cash flow requirements for lending and liquidity and execute rate changes when deemed appropriate.

Total deposits at December 31, 2015 were $2.0 billion, increasing $101.3 million, or 5%, from December 31, 2014, net of acquisition accounting fair market value adjustments. Average deposits for 2015 were $1.9 billion, an increase of $115.6 million, or 7%, from 2014. The majority of the increase in average deposits during 2015 is attributed to demand deposits, savings, and money market accounts, as the Bank introduced a new high-yield money market product in the Richmond market. Brokered deposits remain attractive given their relatively lower interest costs and flexible term structures, and will continue to be selectively utilized in our normal funding and interest rate risk management practices. Brokered deposits consist of brokered interest-bearing deposits, brokered money market accounts, and brokered certificates of deposits. Brokered money market and interest-bearing deposits are the result of the brokered money market deposit program initiated in December 2013.

The following table sets forth our average balance of deposit accounts and the average cost for each category of deposit for the years ended December 31:

Average Deposits and Costs

	2015								2014
	Average		% of			Average			Average		% of			Average
(dollars in thousands)	Balance		Total			Cost			Balance		Total			Cost
Demand deposits	$	748,104		39	%		0.03	%	$	649,441		36	%		0.05	%
Savings and money market		549,713		29	%		0.35	%		509,640		29	%		0.38	%
Time deposits - core		464,423		25	%		0.59	%		473,509		27	%		0.55	%
Brokered deposits		136,489		7	%		0.53	%		150,497		8	%		0.38	%
Total deposits	$	1,898,729		100	%		0.30	%	$	1,783,087		100	%		0.30	%

The aggregate amounts of time deposits in denominations of $100,000 or more at December 31, 2015, and 2014, were $228.5 million and $198.1 million, respectively. In July 2010, the Dodd-Frank Act permanently increased the insurance limit on deposit accounts from $100,000 to $250,000. At December 31, 2015 and 2014, we had $73.1 million and $50.9 million in time deposits greater than $250,000, respectively.

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The following table indicates the amount of our time deposits by time remaining until maturity as of December 31, 2015:

Maturities of Time Deposits

	Within		3-6		6-12		1-5		>5
December 31, 2015	3 Months		Months		Months		Years		Years		Total
	(dollars in thousands)
Time deposits of $100,000 or more	$	42,483	$	34,559	$	74,297	$	77,114	$	-	$	228,453
Other time deposits		62,395		60,439		106,934		81,559		-		311,327
Total time deposits	$	104,878	$	94,998	$	181,231	$	158,673	$	-	$	539,780

Borrowings. Borrowings totaled $239.3 million at December 31, 2015 compared to $203.6 million at December 31, 2014, net of acquisition accounting fair market value adjustments. In December 2015, the parent company entered into a $30.0 million senior unsecured term loan that matures on December 18, 2022 and has a fixed coupon rate of 4.75% per annum in preparation for the First Capital acquisition on January 1, 2016. The loan may be prepaid by the parent company at any time, subject to payment of a “yield maintenance amount” as described in the loan agreement. The loan agreement contains customary representations, warranties, covenants and events of default. At December 31, 2015, the outstanding loan balance was $30.0 million.

As a result of its mergers, the Company’s capital structure includes trust preferred securities previously issued by the predecessor companies through specially formed trusts. The combined total amount outstanding of the acquired trusts as of December 31, 2015 and December 31, 2014 was $38.1 million ($24.3 million, net of mark to market) and $38.1 million ($23.6 million, net of mark to market), respectively. The proceeds of the sales of the trust preferred securities were used to purchase junior subordinated debt from the predecessor companies, which are presented as junior subordinated debt in the condensed consolidated balance sheets of the Company and qualify for inclusion in Tier 1 Capital for regulatory capital purposes, subject to certain limitations.

The following table details junior subordinated debt as of December 31, 2015 and 2014:

	Originally Issued		Fair Market Value Adjustment			Carrying Amount		Maturity Date	Current Rate
	(dollars in thousands)
2015
Junior Subordinated Debt:
Community Capital I	$	10,310	$	(3,939	)	$	6,371	06/15/36		2.06200	%
Citizens South I		15,464		(5,721	)		9,743	12/15/35		2.08200	%
Provident Community I		4,125		(1,400	)		2,725	10/01/36		2.06550	%
Provident Community II		8,247		(2,824	)		5,423	03/01/37		2.15420	%
Total Junior Subordinated Debt	$	38,146	$	(13,884	)	$	24,262
2014
Junior Subordinated Debt:
Community Capital I		10,310		(4,131	)		6,179	06/15/36		1.79060	%
Citizens South I		15,464		(6,008	)		9,456	12/15/35		1.81060	%
Provident Community I		4,125		(1,467	)		2,658	10/01/36		1.97510	%
Provident Community II		8,247		(2,957	)		5,290	03/01/37		1.97560	%
Total Junior Subordinated Debt	$	38,146	$	(14,563	)	$	23,583

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The following table details short and long-term borrowings at December 31:

Schedule of Borrowed Funds

			% Change					% Change
			From Prior					From Prior
	2015		Year			2014		Year			2013
	(dollars in thousands)
Short-term:
Repurchase agreements	$	-		0.0	%	$	-		-100.0	%	$	996
FHLB advances		185,000		100.0	%		125,000		100.0	%		35,000
Total short-term		185,000		48.0	%		125,000		247.3	%		35,996
Long-term:
FHLB advances		-		-100.0	%		55,000		175.0	%		20,000
Junior subordinated debt		24,262		2.9	%		23,583		6.9	%		22,052
Senior term loan		30,000		100.0	%		-		0.0	%		-
Total long-term		54,262		-30.9	%		78,583		86.9	%		42,052
Total borrowed funds	$	239,262		17.5	%	$	203,583		160.8	%	$	78,048

The following table details balances outstanding related to short-term borrowings at December 31 and annual information for the years presented:

Short-Term Borrowings

			Weighted			Maximum		Average		Average
			Average			Amount		Daily Balance		Annual
	Balance at		Interest Rate			Outstanding		Outstanding		Interest
	Year End		at Year End			During Year		During Year		Rate Paid
	(dollars in thousands)
2015
Federal funds purchased	$	-		0.00	%	$	101	$	1		0.00	%
FHLB advances		185,000		0.57	%		295,000		142,890		0.37	%
Total	$	185,000		0.57	%
2014
Repurchase agreements	$	-		0.00	%	$	8,692	$	2,698		0.10	%
Federal funds purchased		-		0.00	%		100		1		0.37	%
FHLB advances		125,000		0.33	%		125,000		40,027		0.21	%
Total	$	125,000		0.00	%

At December 31, 2015, the Company had an additional $301.6 million of credit available from the FHLB, $206.4 million of credit available from the Federal Reserve Discount Window, and $70.0 million of credit available from correspondent banks.

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Contractual Obligations, Commitments and Off-Balance Sheet Arrangements

In the ordinary course of operations, we may enter into certain contractual obligations that could include the funding of operations through debt issuances as well as leases for premises and equipment.

The following table summarizes our significant fixed and determinable contractual obligations at December 31, 2015:

Contractual Obligations

	Less Than						More Than
December 31, 2015	1 Year		1-3 Years		3-5 Years		5 Years		Total
	(dollars in thousands)
Time deposits	$	381,107	$	138,622	$	20,051	$	-	$	539,780
Deposits without a stated maturity		1,347,880		-		-		-		1,347,880
FHLB advances		185,000		-		-		-		185,000
Junior subordinated debt		-		-		-		24,262		24,262
Senior debt		-		-		-		30,000		30,000
Operating lease obligations		2,147		4,048		3,607		5,772		15,574
FDIC loss share agreement - estimated true-up (1)		-		-		-		5,734		5,734
Total	$	1,916,134	$	142,670	$	23,658	$	65,768	$	2,148,230

(1) Amount is included in other liabilities on the balance sheet.

Information about our off-balance sheet risk exposure is presented in Note 16 – Off-Balance Sheet Risk to the Consolidated Financial Statements. At December 31, 2015, we had $514.8 million of pre-approved but unused lines of credit, $9.1 million of standby letters of credit and $267 thousand of commercial letters of credit. As part of ongoing business, we currently do not participate in transactions that generate relationships with unconsolidated entities or financial partnerships, such as entities often referred to as special purpose entities, which generally are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. At December 31, 2015 and 2014, the Company maintained a reserve of $125 thousand, which is in other liabilities, for off-balance sheet credit exposure.

As part of Citizens South’s Plan of Conversion and Reorganization in May 2002, Citizens South established a memo liquidation account in an amount equal to its equity at the time of the conversion of approximately $44 million for the benefit of eligible account holders and supplemental eligible account holders who continue to maintain their accounts at Citizens South Bank after the conversion. In accordance with the memo liquidation account, in the event of a complete liquidation of Citizens South Bank, each eligible account holder and supplemental eligible account holder would be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for accounts then held. In connection with the Citizens South merger and the subsequent merger of Citizens South Bank into the Bank, the Bank assumed this memo liquidation account. This liquidation account is reviewed and adjusted annually. The value of the liquidation account was $6.6 million at December 31, 2015 and $7.6 million at December 31, 2014.

Liquidity and Capital Resources

Liquidity refers to the ability to manage future cash flows to meet the needs of depositors and borrowers and to fund operations. We strive to maintain sufficient liquidity to fund future loan demand and to satisfy fluctuations in deposit levels. This is achieved primarily in the form of available lines of credit from various correspondent banks, the FHLB, the Federal Reserve Discount Window and through our investment portfolio. In addition, we may have short-term investments at our primary correspondent bank in the form of Federal funds sold. Liquidity is governed by an asset/liability policy approved by the board of directors and administered by an internal Asset-Liability Management Committee (the “ALCO”). The ALCO reports monthly asset/liability-related matters to the Loan and Risk Committee of the board of directors. 

Our internal liquidity ratio (total liquid assets, or cash and cash equivalents, divided by deposits and short-term liabilities) at December 31, 2015 was 20.10% compared to 19.55% at December 31, 2014. Both ratios exceeded our minimum internal target of 10%. If we continue to see rapid loan growth as we have seen over the past year, we may utilize additional sources of liquidity through the use of available credit lines, additional borrowing capacity through unpledged securities, and brokered deposits. In addition, at December 31, 2015, we had $301.6 million of credit available from the FHLB, $206.4 million of credit available from the Federal Reserve Discount Window, and available lines totaling $70.0 million from correspondent banks.

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At December 31, 2015, we had $514.8 million of pre-approved but unused lines of credit, $9.1 million of standby letters of credit and $267 thousand of commercial letters of credit. In management's opinion, these commitments represent no more than normal lending risk to us and will be funded from normal sources of liquidity.

Our capital position is reflected in our shareholders’ equity, subject to certain adjustments for regulatory purposes. Shareholders’ equity, or capital, is a measure of our net worth, soundness and viability. We continue to remain in a well capitalized position. Shareholders’ equity on December 31, 2015 was $284.7 million, compared to $275.1 million at December 31, 2014. The $9.6 million increase was primarily the result of net income of $16.6 million for the year ended December 31, 2015, $1.2 million of net share based compensation and $186 thousand in proceeds from the exercise of stock options. These increases were partially offset by the repurchase of 201,651 shares of Common Stock in open market transactions and the acquisition of 36,228 shares in connection with satisfaction of tax withholding obligations on vested restricted stock, a $1.4 million decrease in accumulated other comprehensive income (loss) from unrealized securities losses and $5.4 million in dividends paid during 2015.

Risk-based capital regulations adopted by the Federal Reserve Board and the FDIC require bank holding companies and banks to achieve and maintain specified ratios of capital to risk-weighted assets. The risk-based capital rules are designed to measure different components of capital in relation to the credit risk of both on- and off-balance sheet items. Under the guidelines, one of four risk weights is applied to the different on-balance sheet items. Off-balance sheet items, such as loan commitments, are also subject to risk weighting after conversion to balance sheet equivalent amounts. These guidelines also specify that banks that are experiencing internal growth or making acquisitions will be expected to maintain capital positions substantially above the minimum supervisory levels. Effective January 2, 2015, the Company and the Bank are subject to new capital guidelines, under which the applicable regulatory capital components consist of (1) common equity Tier 1 capital (common stock, including related surplus, and retained earnings, plus limited amounts of minority interest in the form of common stock, net of goodwill and other intangibles (other than mortgage servicing assets), deferred tax assets arising from net operating loss and tax credit carry forwards above certain levels, mortgage servicing rights above certain levels, gain on sale of securitization exposures and certain investments in the capital of unconsolidated financial institutions, and adjusted by unrealized gains or losses on cash flow hedges and accumulated other comprehensive income items (subject to the ability of a non-advanced approaches institution to make a one-time irrevocable election to exclude from regulatory capital most components of AOCI)), (2) additional Tier 1 capital (qualifying non-cumulative perpetual preferred stock, including related surplus, plus qualifying Tier 1 minority interest and, in the case of holding companies with less than $15 billion in consolidated assets at December 31, 2009, certain grandfathered trust preferred securities and cumulative perpetual preferred stock in limited amounts, net of mortgage servicing rights, deferred tax assets related to temporary timing differences, and certain investments in financial institutions) and (3) Tier 2 capital (the allowance for loan and lease losses in an amount not exceeding 1.25% of standardized risk-weighted assets, plus qualifying preferred stock, qualifying subordinated debt and qualifying total capital minority interest, net of Tier 2 investments in financial institutions). Total Tier 1 capital, plus Tier 2 capital, constitutes total risk-based capital. The required minimum ratios are as follows:

● common equity Tier 1 capital ratio (common equity Tier 1 capital to standardized total risk-weighted assets) of 4.5%;

● Tier 1 capital ratio (Tier 1 capital to standardized total risk-weighted assets) of 6%;

● total capital ratio (total capital to standardized total risk-weighted assets) of 8%; and

● leverage ratio (Tier 1 capital to average total consolidated assets) of 4%.

The new capital guidelines also provide that all covered banking organizations must maintain a new capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonus payments to executive officers. Failure to satisfy the capital buffer requirements will result in increasingly stringent limitations on various types of capital distributions, including dividends, share buybacks and discretionary payments on Tier 1 instruments, and discretionary bonus payments.

Non-advanced approaches banking organizations, including the Company and the Bank, were required to begin compliance with the new minimum capital ratios and the standardized approach for risk-weighted assets as of January 1, 2015, and the revised definitions of regulatory capital and the revised regulatory capital deductions and adjustments are being phased in over time for such organizations beginning as of that date. The capital conservation buffer will be phased in for all banking organizations beginning January 1, 2016.

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The final regulatory capital rules also incorporate these changes in regulatory capital into the prompt corrective action framework, under which the thresholds for “adequately capitalized” banking organizations will be equal to the new minimum capital requirements. Under this framework, in order to be considered “well capitalized”, insured depository institutions will be required to maintain a Tier 1 leverage ratio of 5%, a common equity Tier 1 risk-based capital measure of 6.5%, a Tier 1 risked-based capital ratio of 8% and a total risk-based capital ratio of 10%.

At December 31, 2015, the Company and the Bank both satisfied their minimum regulatory capital requirements and each was “well capitalized” within the meaning of federal regulatory requirements. As permitted for regulated institutions that are not designated as “advanced approach” banking organizations (those with assets greater than $250 billion or with foregin exposures greater than $10 billion), the Company made a one-time, permanent election to opt out of the requirement to include most components of accumulated other comprehensive income in regulatory capital.

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Actual and required capital levels at December 31 for each of the past two years are presented below:

	Capital Ratios at December 31, 2015
	Actual					Minimum Basel III Requirement					Minimum Basel III Fully Phased In Requirements					Well Capitalized Requirement
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
The Bank
Total capital (to risk-weighted assets)	$	268,354		13.86	%	$	154,840		8.00	%	$	203,228		10.50	%	$	193,550		10.00	%
Tier 1 capital (to risk-weighted assets)		259,290		13.40	%		116,130		6.00	%		164,518		8.50	%		154,840		8.00	%
Common equity Tier 1 capital (to risk-weighted assets)		259,290		13.40	%		87,098		4.50	%		135,485		7.00	%		125,808		6.50	%
Tier 1 capital (to average assets)		259,290		10.66	%		97,255		4.00	%		97,255		4.00	%		121,568		5.00	%
Risk Weighted Assets		1,935,503
Average Assets for Tier 1		2,431,369
The Company
Total capital (to risk-weighted assets)	$	277,669		14.30	%	$	155,334		8.00	%	$	203,877		10.50	%		N/A		N/A
Tier 1 capital (to risk-weighted assets)		268,605		13.83	%		116,501		6.00	%		165,043		8.50	%		N/A		N/A
Common equity Tier 1 capital (to risk-weighted assets)		251,807		12.97	%		87,376		4.50	%		135,918		7.00	%		N/A		N/A
Tier 1 capital (to average assets)		268,605		11.00	%		97,672		4.00	%		97,672		4.00	%		N/A		N/A
Risk Weighted Assets		1,941,681
Average Assets for Tier 1		2,441,811

 

	Capital Ratios at December 31, 2014
	Actual					For Capital Adequacy Purposes					Well Capitalized Requirement
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
The Bank
Total capital (to risk-weighted assets)	$	224,579		13.11	%	$	137,089		8.00	%	$	171,361		10.00	%
Tier 1 capital (to risk-weighted assets)		216,110		12.61	%		68,544		4.00	%		102,817		6.00	%
Tier 1 capital (to average assets)		216,110		9.56	%		90,394		4.00	%		112,993		5.00	%
Risk Weighted Assets		1,713,612
Average Assets for Tier 1		2,259,856
The Company
Total capital (to risk-weighted assets)	$	239,557		13.95	%	$	137,360		8.00	%		171,700		10.00	%
Tier 1 capital (to risk-weighted assets)		231,088		13.46	%		68,680		4.00	%		103,020		6.00	%
Tier 1 capital (to average assets)		231,088		10.17	%		90,931		4.00	%		113,664		5.00	%
Risk Weighted Assets		1,717,003
Average Assets for Tier 1		2,273,275

Market Risk and Interest Rate Sensitivity

As a financial institution, and based on the nature of our operations, we are exposed to market risk, the primary source of which is interest rate risk. Interest rate risk results from timing differences in the repricing of assets and liabilities, changes in relationships between rate indices, and the potential exercise of explicit or embedded options. Effective management of interest rate risk is intended to protect the Company’s capital and profitability through various interest rate environments. Such risk is inherent to the business of banking given the inability to fully match the time horizons and interest rate characteristics of all customer related cash flows, as generated in the Company’s financial activities.The ALCO actively evaluates and manages interest rate risk using a process developed by the Company. The ALCO is also responsible for approving our asset/liability management policies, overseeing the formulation and implementation of strategies to improve balance sheet positioning and earnings, and reviewing our interest rate sensitivity position.

The primary measures that management uses to evaluate short-term interest rate risk include (i) net interest income at risk, which projects the impact of different interest rate scenarios on net interest income over one-year and two-year time horizons; and (ii) economic value of equity at risk, which measures potential long-term risk in the balance sheet by valuing our assets and liabilities at “market” under different interest rate scenarios. In addition, management considers cumulative gap summary, which measures potential changes in cash flows should interest rates rise or fall.

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These measures have historically been calculated under a simulation model prepared by an independent vendor assuming incremental 100 basis point shocks (or immediate shifts) in interest rates up to a total increase or decrease of 400 basis points, as well as non-parallel interest rate shifts. These simulations estimate the impact that various changes in the overall level of interest rates over a one- and two-year time horizon have on net interest income and economic value of equity. The results help us develop strategies for managing exposure to interest rate risk. Like any forecasting technique, interest rate simulation modeling is based on a large number of assumptions. In this case, the assumptions relate primarily asset and liability prepayments, deposit decay rates and interest rates. We believe that the assumptions are reasonable, both individually and in the aggregate. Nevertheless, the simulation modeling process produces only a sophisticated estimate, not a precise calculation of exposure. The overall interest rate risk management process is subject to annual review by an outside professional services firm to ascertain its effectiveness as required by Federal regulations.

Our current guidelines for net interest income and economic value of equity at risk are summarized below..

Interest Rate Risk Limits

Portfolio Level Interest	+/- 100 basis			+/- 200 basis			+/- 300 basis			+/- 400 basis
Rate Risk Measure	point shock			point shock			point shock			point shock
Maximum loss of net interest income over the next twelve months:		7.500	%		15.000	%		22.500	%		30.000	%
Maximum loss of economic value of equity over the next twelve months:		11.250	%		22.500	%		30.000	%		40.000	%

 As of December 31, 2015, based on the results of this simulation model, which assumed a static environment with no contemplated asset growth or changes in our balance sheet management strategies, we could, for example, expect net interest income to decrease by approximately 4.0% over twelve months if short-term interest rates immediately increased by 200 basis points, given that we are currently in a liability-sensitive position. Similarly, if short-term interest rates decreased by 200 basis points, net interest income could be expected to decrease by approximately 2.7% over twelve months, as the cost of interest-bearing liabilities would be unable to fully benefit from a 200 basis point decline in rate while our yield on interest-earning assets could suffer materially from the decline. As of December 31, 2014, based on the results of this simulation model, which assumed a static environment with no contemplated asset growth or changes in our balance sheet management strategies, we could expect net interest income to decrease by approximately 5.3% over twelve months if short-term interest rates immediately decreased by 200 basis points. Similarly, if short-term interest rates increased by 200 basis points, net interest income could be expected to decrease by approximately 1.0% over twelve months given that we are currently in a liability-sensitive position.

As of December 31, 2015, based on the results of this simulation model, which assumed a static environment with no contemplated asset growth or changes in our balance sheet management strategies, we could, for example, expect economic value of equity to decrease by approximately 9.8% over twelve months if short-term interest rates immediately increased by 200 basis points, given that we are currently in a liability-sensitive position. Conversely, if short-term interest rates decreased by 200 basis points, economic value of equity could be expected to increase by approximately 0.8% over twelve months. As of December 31, 2014, based on the results of this simulation model, which assumed a static environment with no contemplated asset growth or changes in our balance sheet management strategies, we could expect economic value of equity to decrease by approximately 11.9% over twelve months if short-term interest rates immediately increased by 200 basis points. Conversely, if short-term interest rates decreased by 200 basis points, economic value of equity could be expected to increase by approximately 2.3% over twelve months.

Financial institutions are subject to interest rate risk to the degree that their interest-bearing liabilities, primarily deposits, mature or reprice more or less frequently, or on a different basis, than their interest-earning assets, primarily loans and investment securities. The match between the scheduled repricing and maturities of our interest-earning assets and liabilities within defined periods is referred to as “gap” analysis. The following table reflects our rate sensitive assets and liabilities by maturity as of December 31, 2015. Variable rate loans are shown in the category of due “within three months” because they reprice with changes in the prime lending rate. Fixed rate loans are presented assuming the entire loan matures on the final due date, although payments are actually made at regular intervals and are not reflected in this schedule.

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Interest Rate Gap Sensitivity

	Within			Three			One Year
	Three			Months to			to Five		After
At December 31, 2015	Months			One Year			Years		Five Years			Total
	(dollars in thousands)
Interest-earning assets:
Interest-bearing deposits	$	16,451		$	-		$	-	$	-		$	16,451
Federal funds sold		235			-			-		-			235
Securities		77,406			45,125			184,399		195,828			502,758
Loans		767,901			199,966			664,554		114,337			1,746,758
Total interest-earning assets		861,993			245,091			848,953		310,165			2,266,202
Interest-bearing liabilities:
Demand deposits		407,204			-			-		-			407,204
MMDA and savings		654,841			-			-		-			654,841
Time deposits		105,337			275,770			158,674		-			539,781
Short term borrowings		165,000			20,000			-		-			185,000
Long term borrowings		24,262			-			-		30,000			54,262
Total interest-bearing liabilities		1,356,644			295,770			158,674		30,000			1,841,088
Derivatives		176,466			20,000			-		(196,466	)		-
Interest sensitivity gap	$	(318,185	)	$	(30,679	)	$	690,279	$	83,699		$	425,114
Cumulative interest sensitivity gap	$	(318,185	)	$	(348,864	)	$	341,415	$	425,114
Percentage of total assets					-13.88	%

We use certain derivative instruments to help manage economic and interest rate risk related to commercial loans, long-term debt and other funding sources. We also use derivatives to facilitate transactions on behalf of our customers. At December 31, 2015, the Company had derivative financial instruments with a total notional amount of $289.6 million, with a net fair value loss of $4.1 million. At times, we will be required to post collateral to certain counterparties when our loss positions exceed certain negotiated limits. As a result of the unfavorable position of the instruments at December 31, 2015, the Company posted collateral of approximately $10.5 million with counterparties. See Note 16 – Derivative Financial Instruments and Hedging Activities to the Consolidated Financial Statements for further discussion of our derivative financial instruments and hedging activities.

Impact of Inflation and Changing Prices

As a financial institution, we have an asset and liability make-up that is distinctly different from that of an entity with substantial investments in plant and inventory, because the major portions of a commercial bank’s assets are monetary in nature. As a result, our performance may be significantly influenced by changes in interest rates. Although we, and the banking industry, are more affected by changes in interest rates than by inflation in the prices of goods and services, inflation is a factor that may influence interest rates. However, the frequency and magnitude of interest rate fluctuations do not necessarily coincide with changes in the general inflation rate. Inflation does affect operating expenses in that personnel expenses and the cost of supplies and outside services tend to increase more during periods of high inflation.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The section captioned “Market Risk and Interest Rate Sensitivity” under Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this report is incorporated herein by reference.

62

Item 8. Financial Statements and Supplementary Data

Report of Independent Registered public accounting firm

To the Shareholders and the Board of Directors

Park Sterling Corporation

Charlotte, North Carolina

We have audited the accompanying consolidated balance sheets of Park Sterling Corporation (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows, for each of the years in the three year period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Park Sterling Corporation as of December 31, 2015 and 2014 and the results of its operations and its cash flows for each of the years in the three year period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 4, 2016, expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

/s/ DIXON HUGHES GOODMAN LLP

Charlotte, North Carolina

March 4, 2016

63

PARK STERLING CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2015 and 2014

	December 31,
	2015			2014
	(dollars in thousands, except per share data)
ASSETS
Cash and due from banks	$	53,840		$	16,549
Interest-earning balances at banks		16,451			34,356
Federal funds sold		235			485
Investment securities available-for-sale, at fair value		384,934			375,683
Investment securities held-to-maturity (fair value of $107,629 and $117,627 at December 31, 2015 and 2014, respectively)		106,458			115,741
Nonmarketable equity securities		11,366			11,532
Loans held for sale		4,943			11,602
Loans:
Non-covered		1,724,164			1,538,354
Covered		17,651			42,339
Less allowance for loan losses		(9,064	)		(8,262	)
Net loans		1,732,751			1,572,431
Premises and equipment, net		55,658			59,247
Bank-owned life insurance		58,633			57,712
Deferred tax asset		28,971			35,696
Other real estate owned - noncovered		4,211			8,979
Other real estate owned - covered		1,240			3,011
Goodwill		29,197			29,197
FDIC indemnification asset		943			3,964
Core deposit intangible		9,571			10,960
Accrued interest receivable		5,082			4,467
Other assets		9,780			7,618
Total assets	$	2,514,264		$	2,359,230
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits:
Noninterest-bearing	$	350,836		$	321,019
Interest-bearing		1,601,826			1,530,335
Total deposits		1,952,662			1,851,354
Short-term borrowings		185,000			125,000
Long-term borrowings		30,000			55,000
Junior subordinated debt		24,262			23,583
Accrued interest payable		515			398
Accrued expenses and other liabilities		37,121			28,790
Total liabilities		2,229,560			2,084,125
Commitments (Notes 15 and 16)
Shareholders' equity:
Common stock, $1.00 par value 200,000,000 shares authorized; 44,854,509 and 44,859,798 shares issued and outstanding at December 31, 2015 and 2014, respectively	$	44,854		$	44,860
Additional paid-in capital		222,596			222,819
Accumulated earnings		20,117			8,901
Accumulated other comprehensive loss		(2,863	)		(1,475	)
Total shareholders' equity		284,704			275,105
Total liabilities and shareholders' equity	$	2,514,264		$	2,359,230

See Notes to Consolidated Financial Statements.

64

PARK STERLING CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

Years Ended December 31, 2015, 2014 and 2013

	2015			2014			2013
	(dollars in thousands, except share and per share data)
Interest income
Loans, including fees	$	77,537		$	74,867		$	72,669
Federal funds sold		2			1			24
Taxable investment securities		10,612			9,318			5,029
Tax-exempt investment securities		579			631			756
Nonmarketable equity securities		500			362			150
Interest on deposits at banks		82			118			177
Total interest income		89,312			85,297			78,805
Interest expense
Money market, NOW and savings deposits		2,449			2,270			1,570
Time deposits		3,202			3,155			2,538
Short-term borrowings		528			86			7
Long-term borrowings		367			513			550
Junior subordinated debt		1,385			1,631			1,717
Total interest expense		7,931			7,655			6,382
Net interest income		81,381			77,642			72,423
Provision for loan losses		723			(1,286	)		746
Net interest income after provision for loan losses		80,658			78,928			71,677
Noninterest income
Service charges on deposit accounts		4,934			3,881			2,646
Income from fiduciary activities		3,090			2,748			2,779
Commissions and fees from investment brokerage		512			452			419
Income from capital market activities		1,467			646			-
Gain on sale of securities available-for-sale		54			180			98
Bankcard services income		2,507			2,632			2,373
Mortgage banking income		3,306			2,641			3,123
Income from bank-owned life insurance		2,749			2,688			1,863
Amortization of indemnification asset		(705	)		(3,203	)		(189	)
Loss share true-up liability expense		(181	)		(587	)		(59	)
Other noninterest income		510			1,875			2,033
Total noninterest income		18,243			13,953			15,086
Noninterest expense
Salaries and employee benefits		39,945			39,538			34,570
Occupancy and equipment		10,317			10,409			7,691
Advertising and promotion		1,263			1,494			839
Legal and professional fees		3,402			3,486			3,142
Deposit charges and FDIC insurance		1,639			1,491			1,647
Data processing and outside service fees		6,625			6,449			5,950
Communication fees		2,099			1,974			1,737
Core deposit intangible amortization		1,389			1,269			1,029
Net cost (earnings) of operation of other real estate owned		406			817			(371	)
Loan and collection expense		740			1,350			1,972
Postage and supplies		488			667			1,009
Other noninterest expense		5,840			4,990			4,884
Total noninterest expense		74,153			73,934			64,099
Income before income taxes		24,748			18,947			22,664
Income tax expense		8,142			6,058			7,359
Net income		16,606			12,889			15,305
Preferred dividends		-			-			353
Net income to common shareholders	$	16,606		$	12,889		$	14,952
Basic earnings per common share	$	0.38		$	0.29		$	0.34
Diluted earnings per common share	$	0.37		$	0.29		$	0.34
Weighted-average common shares outstanding
Basic		43,939,039			43,924,457			43,965,408
Diluted		44,304,888			44,247,000			44,053,253

See Notes to Consolidated Financial Statements.

65

PARK STERLING CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Years Ended December 31, 2015, 2014 and 2013

	For the Years Ended December 31
	2015			2014			2013
	(dollars in thousands)
Net income	$	16,606		$	12,889		$	15,305
Securities available for sale and transferred securities:
Change in net unrealized gains (losses) during the period		(1,150	)		10,464			(13,200	)
Change in net unrealized loss on securities transferred to held to maturity		356			(2,055	)		-
Reclassification adjustment for net gains recognized in net income		(54	)		(180	)		(98	)
Total securities available for sale and transferred securities		(848	)		8,229			(13,298	)
Derivatives:
Change in the accumulated gain (loss) on effective cash flow hedge derivatives		(1,788	)		(3,381	)		545
Reclassification adjustment for interest payments		414			422			-
Total derivatives		(1,374	)		(2,959	)		545
Other comprehensive income (loss), before tax		(2,222	)		5,270			(12,753	)
Deferred tax expense (benefit) related to other comprehensive income		(834	)		1,943			(4,753	)
Other comprehensive income (loss), net of tax		(1,388	)		3,327			(8,000	)
Total comprehensive income	$	15,218		$	16,216		$	7,305

See Notes to Consolidated Financial Statements.

66

PARK STERLING CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

Years Ended December 31, 2015, 2014 and 2013

																			Accumulated
													Additional			Accumulated			Other			Total
	Preferred Stock						Common Stock						Paid-In			Earnings			Comprehensive			Shareholders'
	Shares			Amount			Shares			Amount			Capital			(Deficit)			Income (Loss)			Equity
	(dollars in thousands, except share amounts)
Balance at December 31, 2012		20,500		$	20,500			44,575,853		$	44,576		$	221,033		$	(13,568	)	$	3,198		$	275,739
Redemption of preferred stock		(20,500	)		(20,500	)		-			-			-			-			-			(20,500	)
Issuance of restricted stock grants		-			-			174,000			174			(174	)		-			-			-
Forfeitures of restricted stock grants		-			-			(23,860	)		(23	)		23			-			-			-
Exercise of stock options		-			-			60,943			60			248			-			-			308
Share-based compensation expense		-			-			-			-			1,776			-			-			1,776
Common stock repurchased		-			-			(56,267	)		(56	)		(310	)		-			-			(366	)
Dividends on preferred stock		-			-			-			-			-			(353	)		-			(353	)
Dividends on common stock		-			-			-			-			-			(1,789	)		-			(1,789	)
Net income		-			-			-			-			-			15,305			-			15,305
Other comprehensive income		-			-			-			-			-			-			(8,000	)		(8,000	)
Balance at December 31, 2013		-			-			44,730,669			44,731			222,596			(405	)		(4,802	)		262,120
Shares issued		-			-			252			-			-			-			-			-
Issuance of restricted stock grants		-			-			238,613			239			(239	)		-			-			-
Forfeitures of restricted stock grants		-			-			(7,250	)		(7	)		7			-			-			-
Exercise of stock options		-			-			54,199			54			196			-			-			250
Share-based compensation expense		-			-			-			-			1,129			-			-			1,129
Common stock repurchased		-			-			(156,685	)		(157	)		(870	)		-			-			(1,027	)
Dividends on preferred stock		-			-			-			-			-			-			-			-
Dividends on common stock		-			-			-			-			-			(3,583	)		-			(3,583	)
Net income		-			-			-			-			-			12,889			-			12,889
Other comprehensive loss																				3,327			3,327
Balance at December 31, 2014		-			-			44,859,798			44,860			222,819			8,901			(1,475	)		275,105
Shares issued		-			-			1,182			1			(1	)		-			-			-
Issuance of restricted stock grants		-			-			220,100			220			(220	)		-			-			-
Forfeitures of restricted stock grants		-			-			(26,852	)		(27	)		27			-			-			-
Exercise of stock options		-			-			38,160			38			148			-			-			186
Share-based compensation expense		-			-			-			-			1,190			-			-			1,190
Common stock repurchased		-			-			(237,879	)		(238	)		(1,367	)		-			-			(1,605	)
Dividends on common stock		-			-			-			-			-			(5,390	)		-			(5,390	)
Net income		-			-			-			-			-			16,606			-			16,606
Other comprehensive income																				(1,388	)		(1,388	)
Balance at December 31, 2015		-		$	-			44,854,509		$	44,854		$	222,596		$	20,117		$	(2,863	)	$	284,704

See Notes to Consolidated Financial Statements.

67

PARK STERLING CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years Ended December 31, 2015, 2014 and 2013

	2015			2014			2013
	(dollars in thousands)
Cash flows from operating activities
Net income	$	16,606		$	12,889		$	15,305
Adjustments to reconcile net income to net cash provided by operating activities:
Accretion on acquired loans		(6,735	)		(9,323	)		(8,513	)
Net amortization on investments		2,371			2,190			564
Other depreciation and amortization, net		10,549			9,983			4,928
Provision for loan losses		723			(1,286	)		746
Share-based compensation expense		1,190			1,129			1,776
Deferred income taxes		7,694			5,208			8,460
Amortization of FDIC indemnification asset		705			3,203			189
Net gains on sales of investment securities available-for-sale		(54	)		(180	)		(98	)
Net gains on sales of loans held for sale		(1,402	)		(1,134	)		(1,835	)
Net losses on disposals of premises and equipment		996			400			412
Net gains on sales of other real estate owned		(586	)		(532	)		(2,061	)
Writedowns of other real estate owned		694			604			1,394
Income from bank owned life insurance		(2,749	)		(2,688	)		(1,863	)
Proceeds of loans held for sale		100,150			58,761			110,118
Disbursements for loans held for sale		(92,089	)		(66,409	)		(96,566	)
Change in assets and liabilities:
(Increase) decrease in FDIC indemnification asset		314			(793	)		(1,444	)
(Increase) decrease in accrued interest receivable		(615	)		500			(401	)
(Increase) decrease in other assets		(2,162	)		(1,623	)		4,176
Increase (decrease) in accrued interest payable		117			(1,575	)		(104	)
Increase (decrease) in accrued expenses and other liabilities		7,036			4,548			(2,424	)
Net cash provided by operating activities		42,753			13,872			32,759
Cash flows from investing activities
Net (increase) decrease in loans		(163,243	)		(182,401	)		53,294
Purchases of premises and equipment		(3,313	)		(4,591	)		(2,625	)
Proceeds from disposals of premises and equipment		65			138			1,650
Purchases of investment securities available-for-sale		(71,167	)		(165,027	)		(191,521	)
Purchases of investment securities held-to-maturity		(4,958	)		(10,447	)		(52,178	)
Proceeds from sales of investment securities available-for-sale		3,095			161,434			28,128
Proceeds from maturities and call of investment securities available-for-sale		55,626			49,206			45,412
Proceeds from maturities and call of investment securities held-to-maturity		14,136			5,127			503
Proceeds from life insurance death benefit		1,564			1,081			-
FDIC reimbursement of recoverable covered asset losses		2,002			3,651			9,720
Proceeds from sale of other real estate owned		12,852			14,200			21,455
Net (purchases) redemptions of nonmarketable equity securities		166			(2,679	)		1,517
Acquisitions, net of cash paid		-			59,045			-
Net cash used by investing activities		(153,175	)		(71,263	)		(84,645	)
Cash flows from financing activities
Net increase (decrease) in deposits		101,367			(12,860	)		(30,342	)
Advances (repayments) of short-term borrowings		5,000			84,244			(9,147	)
Advances (repayments) of long-term borrowings		30,000			(13,310	)		(15,000	)
Redemption of preferred stock		-			-			(20,500	)
Exercise of stock options		186			250			308
Repurchase of common stock		(1,605	)		(1,027	)		(366	)
Dividends on common stock		(5,390	)		(3,583	)		(1,789	)
Dividends on preferred stock		-			-			(353	)
Net cash provided (used) by financing activities		129,558			53,714			(77,189	)
Net increase (decrease) in cash and cash equivalents		19,136			(3,677	)		(129,075	)
Cash and cash equivalents, beginning		51,390			55,067			184,142
Cash and cash equivalents, ending	$	70,526		$	51,390		$	55,067
Supplemental disclosures of cash flow information:
Cash paid for interest	$	7,814		$	7,669		$	6,486
Cash paid for income taxes		733			701			240
Supplemental disclosure of noncash investing and financing activities:
Change in unrealized gain (loss) on available-for-sale securities, net of tax	$	(532	)	$	5,176		$	(8,343	)
Change in unrealized gain (loss) on cash flow hedge, net of tax		(856	)		(1,849	)		343
Transfer from other assets to investment securities available-for-sale		-			-			1,393
Loans transferred to other real estate owned		4,856			8,806			10,207
Property and equipment transferred to other real estate owned		1,565			-			-
Transfer from securities available-for-sale to held-to-maturity		-			58,972			-

See Notes to Consolidated Financial Statements.

68

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 1 – ORGANIZATION AND OPERATIONS

Park Sterling Corporation (the “Company”) was formed in 2010 to serve as the holding company for Park Sterling Bank (the “Bank”) pursuant to a bank holding company reorganization effective January 1, 2011, and is registered with the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”) under the Bank Holding Company Act of 1956, as amended (the “BHC Act”). The Bank is a North Carolina-chartered commercial nonmember bank that was incorporated in September 2006 and opened for business at 1043 E. Morehead Street, Suite 201, Charlotte, North Carolina on October 25, 2006. At December 31, 2015, the Company’s primary operations and business were that of owning the Bank. The main office of both the Company and the Bank is located at 1043 E. Morehead Street, Suite 201, Charlotte, North Carolina, 28204, and its phone number is (704) 716-2134.

In August 2010, the Bank raised gross proceeds of $150 million in an equity offering (the “Public Offering”), to facilitate a change in the Bank’s business plan from primarily organic growth at a moderate pace to creating a regional community bank through a combination of mergers and acquisitions and accelerated organic growth. Consistent with this growth strategy, over the past several years the Bank has opened additional branches in North Carolina and South Carolina and in 2014 expanded into the Virginia market through the opening of a loan production office, followed by the opening of a full-service branch, in Richmond, Virginia. In June 2015, the Bank opened a second full-service branch in the greater Richmond market.

On January 1, 2016, the Company acquired First Capital Bancorp, Inc. (“First Capital”) pursuant to an Agreement and Plan of Merger dated September 30, 2015 (the “Merger Agreement”). Upon completion of the merger First Capital common shareholders had the right to receive either $5.54 in cash or 0.7748 Park Sterling shares for each First Capital share they held, subject to the limitation that the total consideration for shareholders had to consist of 30.0% in cash and 70.0% in Park Sterling shares; First Capital warrant holders had the right to receive either $1.77 in cash or 0.24755 Park Sterling shares for each First Capital warrant they held, subject to the limitation that the total consideration for warrant holders had to consist of 30.0% in cash and 70.0% in Park Sterling shares; and each outstanding option to purchase shares of First Capital common stock was converted into the right to receive cash equal to the product of (a) $5.54 minus the per share exercise price of such option, and (b) the number of shares of First Capital common stock subject to the option. After application of the elections made by the holders of First Capital’s common stock and warrants and the allocation procedures contained in the Merger Agreement, the aggregate merger consideration consisted of approximately 8,376,094 shares of the Company’s common stock and approximately $25.7 million in cash. Based upon the $7.32 per share closing price of the Company’s common stock on December 31, 2015, the transaction value was approximately $87.1 million.

In addition, since the Public Offering, the Company has completed the following acquisitions of community banks in its existing or targeted markets:

● In May 2014, the Company acquired Provident Community Bancshares, Inc. (“Provident Community”), the parent company of Provident Community Bank, N.A., which operated nine branches in South Carolina.

● In October 2012, the Company acquired Citizens South Banking Corporation (“Citizens South”), the parent company of Citizens South Bank, which operated 21 branches in North Carolina, South Carolina and North Georgia.

● In November 2011, the Company acquired Community Capital Corporation (“Community Capital”), the parent company of CapitalBank, which operated 18 branches in the Upstate and Midlands area of South Carolina.

Each of these banks has merged into the Bank.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation - The accounting and reporting policies of the Company conform with United States generally accepted accounting principles ("GAAP") and prevailing practices within the banking industry. The consolidated financial statements include the accounts of the Bank and the Company. The Company evaluates subsequent events through the date of filing of the consolidated financial statements with the Securities and Exchange Commission (“SEC”).

69

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Use of Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, nonaccretable discounts, purchase accounting accretion adjustments, realization of deferred tax assets and the fair value of financial instruments and other accounts.

Segments - The Company, through the Bank, provides a broad range of financial services to individuals and companies. These services include personal, business and non-profit checking accounts, interest on lawyers trust accounts (“IOLTA”) accounts, individual retirement accounts, business and personal money market accounts, time deposits, overdraft protection, safe deposit boxes and online and mobile banking. Lending activities include a range of short-to medium-term commercial (including asset-based lending), real estate, construction, residential mortgage and home equity and consumer loans, as well as long-term residential mortgages. Wealth management activities include investment management, personal trust services, and investment brokerage services. Cash management activities include remote deposit capture, lockbox services, sweep accounts, purchasing cards, ACH and wire payments. Capital markets activities include interest rate and currency risk management products, loan syndications and debt placements. While the Company's decision makers monitor the revenue streams of the various financial products and services, operations are managed and financial performance is evaluated on an organization-wide basis. Accordingly, the Company's banking and finance operations are not considered by management to constitute more than one reportable operating segment.

Reclassifications - Certain noninterest income reported in the prior year financial statements have been reclassified to conform to the 2015 presentation. Reclassifications include income from capital market activities previously disclosed in other noninterest income which are now reported as a separate line item. The reclassification had no effect on net income, comprehensive income or shareholders’ equity as previously reported.

Business Combinations, Method of Accounting for Loans Acquired, and Federal Deposit Insurance Corporation (the “FDIC”) Indemnification Asset –Generally, acquisitions are accounted for under the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations. A business combination occurs when the Company acquires net assets that constitute a business, or acquires equity interests in one or more other entities that are businesses and obtains control over those entities. Business combinations are effected through the transfer of consideration consisting of cash and/or common stock and are accounted for using the acquisition method. Accordingly, the assets and liabilities of the acquired entity are recorded at their respective fair values as of the closing date of the acquisition. Determining the fair value of assets and liabilities, especially the loan portfolio, is a complicated process involving significant judgment regarding methods and assumptions used to calculate estimated fair values. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as information relative to closing date fair values becomes available. The results of operations of an acquired entity are included in our consolidated results from the closing date of the merger, and prior periods are not restated. No allowance for loan losses related to the acquired loans is recorded on the acquisition date because the fair value of the loans acquired incorporates assumptions regarding future credit losses. Loans acquired are recorded at fair value exclusive of any loss share agreements with the FDIC. The fair value estimates associated with the acquired loans include estimates related to expected prepayments and the amount and timing of expected principal, interest and other cash flows.

In connection with an acquisition, the Company may assume purchase and assumption agreements that the acquired institution entered into with the FDIC, providing for loss share agreements related to the covered assets. The Bank records an estimated receivable from the FDIC in connection with such loss share agreements. The FDIC indemnification asset is measured separately from the related covered assets as it is not contractually embedded in the assets and is not transferable with the assets, without approval of the FDIC, should the Company choose to dispose of them. Fair value is estimated at the acquisition date using projected cash flows related to the loss sharing agreements based on the expected reimbursements for losses and the applicable loss sharing percentages. These expected reimbursements do not include reimbursable amounts related to future covered expenditures. These cash flows are discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursement from the FDIC. The Company will offset any recorded provision for loan losses related to acquired loans by recording an increase in the FDIC indemnification asset in an amount equal to the increase in expected cash flow, which is the result of a decrease in expected cash flow of acquired loans. An increase in expected cash flows on acquired loans results in a decrease in cash flows on the FDIC indemnification asset, which is recognized in the future as amortization through non-interest income over the lesser of the term of the loss share agreement or the life of the loan.

70

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The Company incurs expenses related to the assets indemnified by the FDIC, and pursuant to the loss share agreements certain costs are reimbursable by the FDIC and are included in quarterly claims made by the Company. The estimates of reimbursements are netted against these covered expenses in the income statement.

Cash and Cash Equivalents - For the purpose of presentation in the statement of cash flows, cash and cash equivalents include cash and due from banks, interest-earning balances at banks and Federal funds sold. Generally, Federal funds sold are repurchased the following day.

Investment Securities - Investment securities available-for-sale are reported at fair value and consist of debt instruments that are not classified as trading securities or as held to maturity securities. Investment securities held-to-maturity are reported at amortized cost. Unrealized holding gains and losses, net of applicable taxes, on available-for-sale securities are reported as a net amount in other comprehensive income. Gains and losses on the sale of available-for-sale securities are determined using the specific-identification method and are recorded on a trade date basis. Declines in the fair value of individual available-for-sale securities below their amortized cost that are other than temporary impairments would result in write-downs of the individual securities to their fair value and would be included in earnings as realized losses. Premiums and discounts are recognized in interest income using the interest method over the period to maturity.

Nonmarketable Equity Securities – Nonmarketable equity securities include the costs of the Company’s investments in the stock of the Federal Home Loan Bank of Atlanta (“FHLB”). As a condition of membership, the Bank is required to hold stock in the FHLB. These securities do not have a readily determinable fair value as their ownership is restricted and there is no market for these securities. The Bank carries these nonmarketable equity securities at cost and periodically evaluates them for impairment. Management considers these nonmarketable equity securities to be long-term investments. Accordingly, when evaluating these securities for impairment, management considers the ultimate recoverability of the par value rather than recognizing temporary declines in value. The primary factor supporting the carrying value of these securities is the commitment of the FHLB to perform its obligations, which includes providing credit and other services to the Bank. Upon request, the stock may be sold back to the FHLB, at cost.

The Company has invested in the stock of several unaffiliated financial institutions. The Company owns less than five percent of the outstanding shares of each institution, and the stocks either have no quoted market value or are not readily marketable. Also included in nonmarketable equity securities is the investment in CSBC Statutory Trust I, Community Capital Corporation Statutory Trust I, Provident Community Bancshares Capital Trust I and Provident Community Bancshares Capital Trust II. See Note 4 – Investments and Note 11 – Borrowings.

Loans Held for Sale – Loans intended for sale are carried at the lower of cost or estimated fair value in the aggregate. This includes, but may not be limited to, loans originated through the Company’s mortgage activities. Residential mortgage loans originated and intended for sale are comprised of accepting residential mortgage loan applications, qualifying borrowers to standards established by investors, funding residential mortgages and selling mortgages to investors under pre-existing commitments.

Loans –Loans originated by the Company and which management has the intent and ability to hold for the foreseeable future or until maturity are reported at their outstanding principal balances adjusted for any direct principal charge-offs, the allowance for loan losses and any deferred fees or costs on originated loans. Interest on originated loans is calculated by using the simple interest method on daily balances of the principal amount outstanding. Loan origination fees are capitalized and recognized as an adjustment of the yield of the related loan. See Note 5 – Loans.

Purchased Credit-Impaired (“PCI”) Loans - Purchased loans acquired in a business combination are recorded at estimated fair value on the date of acquisition without the carryover of the related allowance for loan losses. PCI loans are accounted for under the “Receivables” topic of the ASC when the loans have evidence of credit deterioration since origination and it is probable at the date of acquisition that the Company will not collect all contractually required principal and interest payments. Evidence of credit quality deterioration as of the date of acquisition may include statistics such as internal risk grades and past due and nonaccrual status. Purchased impaired loans generally meet the Company’s definition for nonaccrual status. Any excess of cash flows expected at acquisition over the estimated fair value is referred to as the accretable yield and is recognized into interest income over the remaining life of the loan when there is a reasonable expectation about the amount and timing of such cash flows. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as the nonaccretable difference, and is available to absorb credit losses on those loans. Subsequent decreases to the expected cash flows will generally result in a provision for loan losses. Subsequent significant increases in cash flows result in a reversal of the provision for loan losses to the extent of prior charges, or a reclassification of the nonaccretable difference with a positive impact on future interest income. For acquired loans subject to a loss sharing agreement with the FDIC, the FDIC indemnification asset will be adjusted prospectively in a similar, consistent manner with increases and decreases in expected cash flows limited to the term of the loss share agreements.

71

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Purchased Performing Loans – The Company accounts for performing loans acquired in business combinations using the contractual cash flows method of recognizing discount accretion based on the acquired loans’ contractual cash flows. Purchased performing loans are recorded at fair value, including a credit discount. The fair value discount is accreted as an adjustment to yield over the estimated lives of the loans. There is no allowance for loan losses established at the acquisition date for purchased performing loans. A provision for loan losses is recorded for any further deterioration in these loans subsequent to the acquisition.

Nonperforming Loans – For all classes of loans, except PCI loans, loans are placed on non-accrual status upon becoming contractually past due 90 days or more as to principal or interest (unless they are adequately secured by collateral, are in the process of collection and are reasonably expected to result in repayment), when terms are renegotiated below market levels in response to a financially distressed borrower or guarantor, or where substantial doubt about full repayment of principal or interest is evident.

When a loan is placed on non-accrual status, the accrued and unpaid interest receivable is reversed and the loan is accounted for on the cash or cost recovery method until qualifying for return to accrual status. All payments received on non-accrual loans are applied against the principal balance of the loan. A loan may be returned to accrual status when all delinquent interest and principal become current in accordance with the terms of the loan agreement and when doubt about repayment is resolved. Generally, for all classes of loans, a charge-off is recorded when it is probable that a loss has been incurred and when it is possible to determine a reasonable estimate of the loss.

Impaired Loans – For all classes of loans, except PCI loans, loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impaired loans may include all classes of nonaccrual loans and loans modified in a troubled debt restructuring ("TDR"). If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the interest rate implicit in the original agreement or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is probable, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible.

Loans Modified in a TDR - Loans are considered to be a TDR if, for economic or legal reasons related to the borrower's financial condition, the Company makes certain concessions to the original contract terms related to amount, interest rate, amortization or maturity that it would not otherwise consider. Generally, a nonaccrual loan that has been modified in a TDR remains on nonaccrual status for a period of at least six months to demonstrate that the borrower is able to meet the terms of the modified loan. However, performance prior to the modification, or significant events that coincide with the modification, are included in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual status at the time of loan modification or after a shorter performance period. If the borrower's ability to meet the revised payment schedule is uncertain, the loan remains on nonaccrual status.

Allowance for Loan Losses – The allowance for loan losses is based upon management's ongoing evaluation of the loan portfolio and reflects an amount considered by management to be its best estimate of known and inherent losses in the portfolio as of the balance sheet date. The determination of the allowance for loan losses involves a high degree of judgment and complexity. In making the evaluation of the adequacy of the allowance for loan losses, management considers current economic and market conditions, independent loan reviews performed periodically by third parties, portfolio trends and concentrations, delinquency information, management's internal review of the loan portfolio, internal historical loss rates and other relevant factors. While management uses the best information available to make evaluations, future adjustments to the allowance may be necessary if conditions differ substantially from the assumptions used in making the evaluations. In addition, regulatory examiners may require the Company to recognize changes to the allowance for loan losses based on their judgments about information available to them at the time of their examination. Although provisions have been established by loan segments based upon management's assessment of their differing inherent loss characteristics, the entire allowance for losses on loans, other than the portions related to PCI loans and specific reserves on impaired loans, is available to absorb further loan losses in any segment. Further information regarding the Company’s policies and methodology used to estimate the allowance for loan losses is presented in Note 5 – Loans.

72

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Other Real Estate Owned (“OREO”) - Real estate acquired through, or in lieu of, loan foreclosure is held for sale and is recorded at fair value less estimated selling costs when acquired, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and further write-downs are made based on these valuations. Revenue and expenses from operations are included in other expense.

Premises and Equipment - Company premises and equipment are stated at cost less accumulated depreciation. Depreciation is calculated on the straight-line method over the estimated useful lives of the assets, which are generally 39.5 years for buildings and 3 to 7 years for furniture and equipment. Leasehold improvements are depreciated over the lesser of the term of the respective lease or the estimated useful lives of the improvements. Repairs and maintenance costs are charged to operations as incurred and additions and improvements to premises and equipment are capitalized. Upon sale or retirement, the cost and related accumulated depreciation are removed from the accounts and any gains or losses are reflected in current operations.

Goodwill and Intangible Assets - Intangible assets consist primarily of goodwill and core deposit intangibles that result from the acquisition of other banks. Core deposit intangibles represent the value of long-term deposit relationships acquired in these transactions. Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed. Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired. An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value.

The goodwill impairment analysis is a two-step test. The first step, used to identify potential impairment, involves comparing the reporting unit’s estimated fair value to its carrying value, including goodwill. If the estimated fair value of a reporting unit is less than its carrying value, there is an indication of potential impairment and the second step is performed to measure the amount of impairment of goodwill assigned to that reporting unit.

If required, the second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment. The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination. If the implied fair value of goodwill exceeds the carrying value of the goodwill assigned to the reporting unit, there is no impairment. If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess. An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis of goodwill.

In September 2011, the FASB issued ASU 2011-08, which gives entities the option of first performing a qualitative assessment to test goodwill for impairment on a reporting-unit-by-reporting-unit basis. If, after performing the qualitative assessment, an entity concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, the entity would perform the two-step goodwill impairment test described in ASC 350. However, if, after applying the qualitative assessment, the entity concludes that it is not more likely than not that the fair value is less than the carrying amount, the two-step goodwill impairment test is not required.

The Company performed the qualitative assessment as outlined in ASU 2011-08 in assessing the carrying value of goodwill related to its acquisitions as of October 1, 2015, its annual test date, and determined that it was unlikely that the fair value was less than the carrying amount and that no further testing or impairment charge was necessary. Should the Company’s future earnings and cash flows decline and/or discount rates increase, an impairment charge to goodwill and other intangible assets may be required. There have been no events subsequent to the October 1, 2015 evaluation that caused the Company to perform an interim review of the carrying value of goodwill related to any of its acquisitions.

Core deposit intangibles are amortized over the estimated useful lives of the deposit accounts acquired (generally ten years on a straight line basis).

Investment in a Qualified Affordable Housing Project - The Company currently invests in the Community Affordable Housing Equity Corporation (“CAHEC”), a qualified affordable housing project. CAHEC assists in providing low-income housing and historic preservation in the United States. The Company assumed this investment in connection with the acquisition of Provident Community. As of December 31, 2015 and 2014, the Company holds an investment of $425 thousand and $508 thousand, respectively, which is recorded in other assets on the balance sheet. There are no commitments or contingent commitments to provide additional capital. In connection with the investment in CAHEC, the Company recognized a net income tax benefit of approximately $42 thousand and $10 thousand in income tax expense in the Consolidated Statement of Income for the years ended December 31, 2015 and 2014, respectively. No impairment was recognized or identified for this investment at December 31, 2015 or 2014.

73

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Securities Sold Under Agreements to Repurchase – The Company sells certain securities under agreements to repurchase. The agreements are treated as collateralized financing transactions and the obligations to repurchase securities sold are reflected as a liability in the accompanying consolidated balance sheets. The dollar amount of the securities underlying the agreements remains in the asset accounts.

Advertising Costs - Advertising costs are expensed as incurred and advertising communication costs the first time the advertising takes place. The Company may establish accruals for advertising expenses within the course of a fiscal year.

Income Taxes - Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities (excluding deferred tax assets and liabilities related to components of other comprehensive income). Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the expected amount most likely to be realized. Realization of deferred tax assets generally is dependent upon the generation of a sufficient level of future taxable income and recoverable taxes paid in prior years. Although realization is not assured, management believes it is more likely than not that all of the deferred tax assets will be realized. The Company is subject to U.S. Federal income tax as well as state and local income tax in several jurisdictions. Tax years 2010 through 2014 remain open to examination by the Federal taxing authority. Interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Statements of Income as a component of noninterest expense.

Per Share Results - Basic and diluted earnings per common share are computed based on the weighted-average number of shares outstanding during each period. Diluted earnings per common share reflect the potential dilution that could occur if all dilutive stock options were exercised.

In 2013, the Company issued 174,000 restricted stock awards, issued 60,943 shares pursuant to the exercise of stock options and repurchased 56,267 shares in open market transactions. In 2014, the Company issued 238,613 restricted stock awards, issued 54,199 shares pursuant to the exercise of stock options, repurchased 136,743 shares of Common Stock in open market transactions and acquired 19,942 shares in connection with satisfaction of tax withholding obligations on vested restricted stock. In 2015, the Company issued 220,100 restricted stock awards, issued 38,160 shares pursuant to the exercise of stock options, repurchased 201,651 shares of Common Stock in open market transactions and acquired 36,228 shares in connection with satisfaction of tax withholding obligations on vested restricted stock.

Basic and diluted earnings per common share have been computed based upon net income as presented in the accompanying consolidated statements of income divided by the weighted-average number of common shares outstanding or assumed to be outstanding as summarized below in each case as of December 31,:

	2015		2014		2013
Weighted-average number of common shares outstanding excluding unvested restricted shares		43,939,039		43,924,457		43,965,408
Effect of dilutive stock options and unvested shares		365,849		322,543		87,845
Weighted-average number of common shares and dilutive potential common shares outstanding		44,304,888		44,247,000		44,053,253

There were 1,827,355 outstanding stock options and 860,594 outstanding restricted shares that were anti-dilutive for the year ended December 31, 2015. There were 267,138 dilutive stock options and 98,711 dilutive restricted shares outstanding for the year ended December 31, 2015. There were 1,927,740 outstanding stock options and 842,170 outstanding restricted shares outstanding that were anti-dilutive for the year ended December 31, 2014. There were 243,617 dilutive stock options and 78,925 dilutive restricted shares outstanding for the year ended December 31, 2014. There were 2,177,592 outstanding stock options and 730,514 outstanding restricted shares outstanding that were anti-dilutive for the year ended December 31, 2013. There were 47,959 dilutive stock options and 39,885 dilutive restricted shares outstanding for the year ended December 31, 2013. See Note 20 – Employee and Director Benefit Plans for more information.

74

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Share-Based Compensation - The Company may grant share-based compensation to employees, directors and other eligible parties in the form of stock options, restricted stock or other instruments. Share-based compensation expense is measured based on the fair value of the award at the date of grant and is charged to earnings on a straight-line basis over the requisite service period, which is currently up to seven years. The fair value of stock options is estimated at the date of grant using a Black-Scholes option pricing model and related assumptions. The amortization of share-based compensation is adjusted for actual forfeiture experience. The fair value of restricted stock awards, subject to share price performance vesting requirements, is estimated using a Monte Carlo simulation and related estimated assumptions for volatility and a risk free interest rate.

The compensation expense for share-based compensation plans was $1.2 million, $1.1 million and $1.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Derivative Financial Instruments and Hedging Activities - The Company utilizes interest rate swap agreements, considered to be cash flow hedges, as part of the management of interest rate risk to modify the repricing characteristics of certain portions of its portfolios of interest-bearing liabilities. Under the guidelines of ASC 815-10, “Derivatives and Hedging,” all derivative instruments are required to be carried at fair value on the balance sheet.

Cash flow hedges are accounted for by recording the fair value of the derivative instrument on the balance sheet as either a freestanding asset or liability, with a corresponding offset recorded in other comprehensive income within shareholders’ equity, net of tax. Amounts are reclassified from other comprehensive income to the income statement in the period or periods the hedged forecasted transaction affects earnings. Cash flows from cash flow hedges are classified in the same category as the cash flows from the items being hedged. Derivative gains and losses not effective in hedging the expected cash flows of the hedged item are recognized immediately in the income statement. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine the effectiveness of the cash flow hedge. If it is determined that a derivative instrument has not been or will not continue to be highly effective as a hedge, hedge accounting is discontinued. See Note 17 – Derivative Financial Instruments and Hedging Activities.

Fair value hedges are accounted for under ASC Topic 815 which requires that the method selected for assessing hedge effectiveness must be reasonable, be defined at the inception of the hedging relationship and be applied consistently throughout the hedging relationship. The Company uses the dollar-offset method for assessing effectiveness using the cumulative approach. The dollar-offset method compares the fair value of the hedging derivative with the fair value of the hedged exposure. The cumulative approach involves comparing the cumulative changes in the hedging derivative’s fair value to the cumulative changes in the hedged exposure’s fair value. The calculation of dollar offset is the change in clean fair value of the hedging derivative, divided by the change in fair value of the hedged exposure attributable to changes in the London InterBank Offered Rate (“LIBOR”) curve. To the extent that the cumulative change in fair value of the hedging derivative offsets from 80% to 125% of the cumulative change in fair value of the hedged exposure, the hedge will be deemed effective. The change in fair value of the hedging derivative and the change in fair value of the hedged exposure are recorded in earnings. Any hedge ineffectiveness is also reflected in current earnings. Cash flows from fair value hedges are classified in the same category as the cash flows from the items being hedged.

If a derivative instrument designated as a fair value hedge is terminated or the hedge designation removed, the difference between a hedged items then carrying amount and its face amount is recognized into income over the original hedge period. Likewise, if a derivative instrument designated as a cash flow hedge is terminated or the hedge designation removed, related amounts accumulated in other accumulated comprehensive income are reclassified into earnings over the original hedge period during which the hedged item affects income.

Recent Accounting Pronouncements – The following is a summary of recent authoritative pronouncements:

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, Topic 606 (“ASU 2014-09”). The new standard's core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under existing guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. In August of 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers, Topic 606: Deferral of the Effective Date, deferring the effective date of ASU 2014-09 until annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this new guidance recognized at the date of initial application. The Company is currently evaluating the provisions of ASU 2014-09 to determine the potential impact the new standard will have to the Company's financial statements.

75

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

During the first quarter of 2015, the Company adopted Accounting Standards Update 2014-04, “Receivables—Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2014-04”). ASU 2014-04 amended the Receivables—Troubled Debt Restructurings by Creditors subtopic of the ASC to address the reclassification of consumer mortgage loans collateralized by residential real estate upon foreclosure. The amendments clarify the criteria for concluding that an in-substance repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The amendments also outline interim and annual disclosure requirements. The amendments are effective for the Company for interim and annual reporting periods beginning after December 15, 2014.   This guidance did not have a material effect on its financial statements.

In January 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2015-01, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”). ASU 2015-01 eliminated from U.S. GAAP the concept of an extraordinary item, which is an event or transaction that is both unusual in nature and infrequently occurring. The guidance will be effective for the Company for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The Company does not expect this guidance to have a material effect on its financial statements.

In February 2015, the FASB issued Accounting Standards Update No. 2015-02, “Amendments to the Consolidation Analysis” (“ASU 2015-02”). ASU 2015-02 amended the consolidation requirements in Accounting Standards Codification (“ASC”) 810 Consolidation. The amendments change the consolidation analysis required under U.S. GAAP, and modify how variable interests held by a reporting entity’s related parties affect its consolidation conclusions. The amendments will be effective for the Company for interim and annual reporting periods beginning after December 15, 2015. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

In September 2015, the FASB issued Accounting Standards Update 2015-16, “Simplifying the Accounting for Measurement Period Adjustments” (“ASU 2015-16”). ASU 2015-16 simplifies the accounting for adjustments made to provisional amounts recognized in a business combination by eliminating the requirement to retrospectively account for those adjustments. The amendments in ASU 2015-16 are effective for fiscal years beginning after December 15, 2015. The Company does not expect this guidance to have a material effect on its financial statements.

On January 5, 2016, the FASB issued Accounting Standards Update 2016-01, “Financial Instruments–Overall: Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). Changes to the current GAAP model primarily affects the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the FASB clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The guidance will be effective in fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the impact of this update on its financial statements.

76

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 3 – BUSINESS COMBINATIONS

Provident Community Bancshares, Inc.

On May 1, 2014, Provident Community was merged with and into the Company, with the Company as the surviving entity, pursuant to the Agreement and Plan of Merger, dated as of March 4, 2014. Under the terms of the Agreement and Plan of Merger, each share of Provident Community common stock was cancelled and converted into the right to receive a cash payment from the Company equal to $0.78 per share, or approximately $1.4 million in the aggregate. In addition, immediately prior to completion of the merger, the Company purchased from the United States Department of the Treasury (“Treasury”) the issued and outstanding shares of Provident Community’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Provident Community Series A Preferred Stock”) and all of the related warrants to purchase shares of Provident Community’s common stock, for an aggregate purchase price of approximately $5.1 million (representing a 45% discount from face value). Thereafter, pursuant to the Agreement and Plan of Merger, the Provident Community Series A Preferred Stock and related warrants were cancelled in connection with the completion of the merger. Simultaneously with completion of the merger, Provident Community Bank, N.A. was merged into the Bank.

The assets acquired and liabilities assumed from Provident Community were recorded at their fair value as of the closing date of the merger. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information regarding the closing date fair values becomes available. Goodwill of $3.4 million was initially recorded at the time of the acquisition. As a result of refinements to the fair value mark on loans, OREO, other assets and other liabilities, goodwill as indicated below is $2.8 million. The following table summarizes the consideration paid by the Company in the merger with Provident Community and the amounts of the assets acquired and liabilities assumed recognized at the acquisition date:

77

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

	As Recorded by Provident Community		Fair Value and Other Merger Related Adjustments			As Recorded by the Company
Consideration Paid
Cash						$	1,397
Fair value of non-controlling interest							5,096
Fair Value of Total Consideration Transferred						$	6,493
Recognized amounts of identifiable assets acquired and liabilities assumed:
Cash and cash equivalents	$	65,538	$	-		$	65,538
Securities		124,035		-			124,035
Nonmarketable equity securities		2,948		-			2,948
Loans held for sale		390		-			390
Loans, net of allowance		112,412		(6,797	)		105,615
Premises and equipment		3,150		32			3,182
Core deposit intangibles		-		3,600			3,600
Interest receivable		748		(3	)		745
Other real estate owned		3,666		(702	)		2,964
Bank owned life insurance		8,536		-			8,536
Deferred tax asset		1,628		4,901			6,529
Other assets		1,438		(248	)		1,190
Total assets acquired		324,489		783			325,272
Deposits		264,281		177			264,458
Federal Home Loan Bank advances		37,500		3,915			41,415
Junior Subordinated Debt		12,372		(4,558	)		7,814
Short term borrowings		4,760		-			4,760
Other liabilities		2,087		985			3,072
Total liabilities assumed		321,000		519			321,519
Total identifiable assets	$	3,489	$	264		$	3,753
Goodwill resulting from acquisition						$	2,740

78

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 4 – INVESTMENTS

The amortized cost and fair value of investment securities available-for-sale and securities held-to-maturity, with gross unrealized gains and losses, at December 31 follows:

Amortized Cost and Fair Value of Investment Portfolio

			Gross		Gross
	Amortized		Unrealized		Unrealized			Fair
	Cost		Gains		Losses			Value
2015
Securities available-for-sale:
U.S. Government agencies	$	503	$	11	$	-		$	514
Municipal securities		14,049		747		-			14,796
Residential agency pass-through securities		130,041		1,500		(81	)		131,460
Residential collateralized mortgage obligations		151,928		646		(943	)		151,631
Commercial mortgage-backed obligations		4,856		-		(100	)		4,756
Asset-backed securities		79,941		104		(925	)		79,120
Corporate and other securities		1,463		37		-			1,500
Equity securities		1,250		-		(93	)		1,157
Total securities available-for-sale	$	384,031	$	3,045	$	(2,142	)	$	384,934
Securities held-to-maturity:
Residential agency pass-through securities	$	41,012	$	831	$	(53	)	$	41,790
Residential collateralized mortgage obligations		7,723		69		-			7,792
Commercial mortgage-backed obligations		54,028		-		(1,367	)		52,661
Asset-backed securities		5,394		-		(8	)		5,386
Total securities held-to-maturity	$	108,157	$	900	$	(1,428	)	$	107,629
2014
Securities available-for-sale:
U.S. Government agencies	$	508	$	29	$	-		$	537
Municipal securities		11,955		896		-			12,851
Residential agency pass-through securities		144,955		2,156		(96	)		147,015
Residential collateralized mortgage obligations		144,773		625		(1,318	)		144,080
Commercial mortgage-backed obligations		4,974		-		(106	)		4,868
Asset-backed securities		61,833		-		(783	)		61,050
Corporate and other securities		3,328		242		-			3,570
Equity securities		1,250		462		-			1,712
Total securities available-for-sale	$	373,576	$	4,410	$	(2,303	)	$	375,683
Securities held-to-maturity:
Residential agency pass-through securities	$	43,331	$	1,123	$	-		$	44,454
Residential collateralized mortgage obligations		8,440		124		-			8,564
Commercial mortgage-backed obligations		60,783		-		(2,041	)		58,742
Asset-backed securities		5,978		-		(111	)		5,867
Total securities held-to-maturity	$	118,532	$	1,247	$	(2,152	)	$	117,627

In 2014, commercial mortgage-backed securities (“MBS”) with a fair market value of $58.5 million were transferred from available-for-sale to held-to-maturity. These securities had an aggregate unrealized loss of $2.2 million ($1.5 million, net of tax) on the date of transfer. The net unamortized, unrealized loss on the transferred securities included in accumulated other comprehensive pre-tax income in the accompanying balance sheet as of December 31, 2015 totaled $1.7 million. This amount will be amortized out of accumulated other comprehensive income over the remaining life of the underlying securities as an adjustment of the yield on those securities. As a result, the amortized cost of these investments of $54.0 million is higher than the $52.3 million carrying value of the securities as of December 31, 2015. There were no transfers of securities during the year ended December 31, 2015.

At December 31, 2015 and 2014, investment securities with a fair market value of $154.9 million and $162.8 million, respectively, were pledged to secure repurchase agreements, to secure public and trust deposits, to secure interest rate swaps, and for other purposes as required and permitted by law.

79

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

At December 31, 2015 and 2014, commercial mortgage-backed obligations include $51.1 million and $56.8 million, respectively, of delegated underwriting and servicing (“DUS”) bonds collateralized by multi-family properties and backed by an agency of the United States government, and $6.0 million of private-label securities collateralized by commercial properties.

At December 31, 2015 and 2014, asset-backed securities include a $5.4 million and $6.0 million, respectively, security that is equally collateralized by the Federal family education loan program and private student loan program.

The amortized cost and fair value of investment securities available-for-sale and held-to-maturity aggregated by maturity at December 31, 2015 and 2014 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. All of the Company’s residential agency-pass through securities and residential collateralized mortgage obligations are backed by an agency of the United States government. None of our residential agency-pass through securities and residential collateralized mortgage obligations are private-label securities.

Maturities of Investment Portfolio

	December 31, 2015
	Amortized		Fair
	Cost		Value
Securities available-for-sale:
U.S. Government agencies
Due under one year	$	503	$	514
Municipal securities
Due after five years through ten years		3,604		3,633
Due after ten years		10,445		11,163
Residential agency pass-through securities
Due after five years through ten years		16,265		16,689
Due after ten years		113,776		114,771
Residential collateralized mortgage obligations
Due after five years through ten years		16,390		16,361
Due after ten years		135,538		135,270
Commercial mortgage-backed obligations
Due after one year through five years		4,856		4,756
Asset-backed securities
Due after five years through ten years		36,017		35,809
Due after ten years		43,924		43,311
Corporate and other securities
Due after ten years		1,463		1,500
Equity securities
Due after ten years		1,250		1,157
Total securities available-for-sale	$	384,031	$	384,934
Securities held-to-maturity:
Residential agency pass-through securities
Due after ten years	$	41,012	$	41,790
Residential collateralized mortgage obligations
Due after ten years		7,723		7,792
Commercial mortgage-backed obligations
Due after five years through ten years		54,028		52,661
Asset-backed securities
Due after ten years		5,394		5,386
Total securities held-to-maturity	$	108,157	$	107,629

80

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Sales of investment securities available-for-sale for the years ended December 31, 2015, 2014 and 2013 are as follows:

	December 31,
	2015		2014			2013
Proceeds from sales	$	3,095	$	161,434		$	28,128
Gross realized gains		54		427			343
Gross realized losses		-		(247	)		(245	)

Management evaluates its investments quarterly for other than temporary impairment, relying primarily on industry analyst reports, observation of market conditions and interest rate fluctuations. The following table shows gross unrealized losses and fair value, aggregated by investment category and length of time that the individual securities have been in a continuous unrealized loss position for securities with unrealized losses at December 31, 2015 and 2014. None of the securities are deemed to be other than temporarily impaired since none of the unrealized losses relate to the marketability of the securities or the issuer’s ability to honor redemption obligations, as all but one of the bonds are issued by United States government agencies with the remaining bond being partially guaranteed by a government agency, and it is more likely than not that the Company will not have to sell the investments before recovery of their amortized cost basis. At December 31, 2015, there are 18 securities in a loss position for twelve months or more. At December 31, 2014, 23 securities were in a loss position for twelve months or more.

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) amended the Bank Holding Company Act (the “BHC Act”) to require the federal banking regulatory agencies to adopt rules that prohibit banks and their affiliates from engaging in proprietary trading and investing in and sponsoring a covered fund (such as a hedge fund and or private equity fund), commonly referred to as the “Volcker Rule.” In December 2013, the federal banking regulatory agencies adopted a final rule construing the Volcker Rule, effective April 1, 2014. Banking entities have until July 21, 2016 (expected to be extended to July 21, 2017) to conform their activities to the requirements of the rule. At December 31, 2014, the Company held two investments in senior tranches of collateralized loan obligations (“CLO”) with a fair value of $14.8 million, which were included in asset-backed securities. The collateral eligibility language in one of the securities, with a fair value of $9.8 million, was amended during the first quarter of 2015 to comply with the new bank investment criteria under the Volcker Rule. The Company’s investment in the remaining CLO security in the amount of $5.0 million, which had a net unrealized loss of $57,300 at December 31, 2015, currently would be prohibited under the Volcker Rule. The Company will determine any disposition plans for this security as the documentation is, or is not, amended. Unless the documentation is amended to avoid inclusion within the rule’s prohibitions, the Company would have to recognize other-than-temporary-impairment with respect to these securities in conformity with GAAP rules. The Company held no other security types potentially affected by the Volcker Rule at December 31, 2015.

81

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Investment Portfolio Gross Unrealized Losses and Fair Value

	Less Than 12 Months					12 Months or More					Total
	Fair		Unrealized			Fair		Unrealized			Fair		Unrealized
	Value		Losses			Value		Losses			Value		Losses
December 31, 2015
Securities available-for-sale:
Residential agency mortgage-backed securities	$	14,785	$	(37	)	$	3,489	$	(44	)	$	18,274	$	(81	)
Residential collateralized mortgage obligations		43,563		(306	)		27,718		(637	)		71,281		(943	)
Commercial mortgage-backed obligations		4,756		(100	)		-		-			4,756		(100	)
Asset-backed securities		18,651		(190	)		45,263		(735	)		63,914		(925	)
Equity securities		1,157		(93	)		-		-			1,157		(93	)
Total temporarily impaired available-for-sale securities	$	82,912	$	(726	)	$	76,470	$	(1,416	)	$	159,382	$	(2,142	)
Securities held-to-maturity:
Residential collateralized mortgage obligations	$	4,456	$	(53	)	$	-	$	-		$	4,456	$	(53	)
Commercial mortgage-backed obligations		18,736		(370	)		33,925		(997	)		52,661		(1,367	)
Asset-backed securities		-		-			5,386		(8	)		5,386		(8	)
Total temporarily impaired held-to-maturity securities	$	23,192	$	(423	)	$	39,311	$	(1,005	)	$	62,503	$	(1,428	)
December 31, 2014
Securities available-for-sale:
Residential agency mortgage-backed securities	$	-	$	-		$	3,857	$	(96	)	$	3,857	$	(96	)
Residential collateralized mortgage obligations		29,122		(142	)		48,824		(1,176	)		77,946		(1,318	)
Commercial mortgage-backed obligations		-		-			4,868		(106	)		4,868		(106	)
Asset-backed securities		38,528		(296	)		22,522		(487	)		61,050		(783	)
Total temporarily impaired available-for-sale securities	$	67,650	$	(438	)	$	80,071	$	(1,865	)	$	147,721	$	(2,303	)
Securities held-to-maturity:
Residential collateralized mortgage obligations	$	-	$	-		$	58,743	$	(2,041	)		58,743		(2,041	)
Asset-backed securities		-		-			5,867		(111	)		5,867		(111	)
Total temporarily impaired held-to-maturity securities	$	-	$	-		$	64,610	$	(2,152	)	$	64,610	$	(2,152	)

The Company has nonmarketable equity securities consisting of investments in several unaffiliated financial institutions, as well as the investments in four statutory trusts. These investments totaled $11.4 million and $11.5 million at December 31, 2015 and 2014, respectively. Included in these amounts was $10.0 million and $10.1 million of FHLB stock at December 31, 2015 and 2014, respectively. All nonmarketable equity securities were evaluated for impairment as of December 31, 2015 and 2014. The following factors have been considered in determining the carrying amount of FHLB stock: (1) management’s current belief that the Company has sufficient liquidity to meet all operational needs in the foreseeable future and would not need to dispose of the stock below recorded amounts, (2) management’s belief that the FHLB has the ability to absorb economic losses given the expectation that the FHLB has a high degree of government support and (3) redemptions and purchases of the stock are at the discretion of the FHLB. At December 31, 2015 and 2014, the Company estimated that the fair values of nonmarketable equity securities equaled or exceeded the cost of each of these investments and, therefore, the investments were not impaired.

82

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 5 – LOANS AND ALLOWANCE FOR LOAN LOSSES

The Company’s loan portfolio was comprised of the following at December 31:

	2015						2014
	PCI loans		All other loans		Total		PCI loans		All other loans		Total
Commercial:
Commercial and industrial	$	4,825	$	242,082	$	246,907	$	5,552	$	168,234	$	173,786
Commercial real estate (CRE) - owner-occupied		21,388		309,834		331,222		30,554		303,228		333,782
CRE - investor income producing		32,371		473,739		506,110		43,866		426,781		470,647
AC&D - 1-4 family construction		465		31,797		32,262		514		28,887		29,401
AC&D - lots, land, & development		4,797		39,614		44,411		13,660		41,783		55,443
AC&D - CRE		-		87,452		87,452		112		71,478		71,590
Other commercial		1,870		6,731		8,601		1,187		3,858		5,045
Total commercial loans		65,716		1,191,249		1,256,965		95,445		1,044,249		1,139,694
Consumer:
Residential mortgage		23,420		200,464		223,884		28,730		176,420		205,150
Home equity lines of credit (HELOC)		1,580		155,798		157,378		1,734		153,563		155,297
Residential construction		3,685		68,486		72,171		6,574		49,308		55,882
Other loans to individuals		516		28,300		28,816		758		21,828		22,586
Total consumer loans		29,201		453,048		482,249		37,796		401,119		438,915
Total loans		94,917		1,644,297		1,739,214		133,241		1,445,368		1,578,609
Deferred fees		-		2,601		2,601		-		2,084		2,084
Total loans, net of deferred fees	$	94,917	$	1,646,898	$	1,741,815	$	133,241	$	1,447,452	$	1,580,693

Included in the loan totals at December 31, 2015 and 2014 is $17.7 million and $42.3 million, respectively, of covered loans pursuant to the FDIC loss share agreements. Of these amounts, at December 31, 2015 and 2014, $15.6 million and $39.8 million, respectively, is included in PCI loans and $2.1 million and $2.5 million, respectively, is included in all other loans. Our loss share agreement related to Bank of Hiawassee’s non-single family assets expired on March 31, 2015, and on April 1, 2015, the remaining balance of $19.6 million associated with the Bank of Hiawassee non-single family loans was transferred from the covered portfolio to the non-covered portfolio.

At December 31, 2015 and 2014, the Company had sold participations in loans aggregating $12.5 million and $6.5 million, respectively, to other financial institutions on a nonrecourse basis. Collections on loan participations and remittances to participating institutions conform to customary banking practices.

The Bank accepts residential mortgage loan applications and funds loans of qualified borrowers. Funded loans are sold with limited recourse to investors under the terms of pre-existing commitments. The Bank executes all of its loan sales agreements under best efforts contracts with investors. From time to time, the Company may choose to hold certain mortgage loans on balance sheet. In addition, as part of the Provident Community merger, the Company serviced $2.8 million and $3.7 million residential mortgage loans for the benefit of others as of December 31, 2015 and 2014, respectively.

Loans sold are 1-4 family residential mortgages originated by the Company and sold to various other financial institutions. The Company’s exposure to credit loss in the event of nonperformance by the other party to the loan is represented by the contractual notional amount of the loan. Since only a few loans have been returned to the Company, the amount of total loans sold does not necessarily represent future cash requirements. Total loans sold with limited recourse in 2015 and 2014 was $98.7 million and $58.8 million, respectively.

83

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The outstanding principal balance and the carrying amount of acquired loans that were recorded at fair value at the acquisition date that are included in the consolidated balance sheet at December 31, 2015 and 2014 were as follows:

	2015						2014
	PCI loans		Purchased Performing loans		Total		PCI loans		Purchased Performing loans		Total
Outstanding principal balance	$	120,958	$	282,081	$	403,039	$	165,686	$	367,768	$	533,454
Carrying amount:
Commercial and industrial		4,825		6,345		11,170		5,552		11,032		16,584
CRE - owner-occupied		21,388		82,204		103,592		30,554		101,071		131,625
CRE - investor income producing		32,371		49,105		81,476		43,866		62,493		106,359
AC&D - 1-4 family construction		465		-		465		514		-		514
AC&D - lots, land, & development		4,797		3,432		8,229		13,660		8,052		21,712
AC&D - CRE		-		-		-		112		-		112
Other commercial		1,870		333		2,203		1,187		734		1,921
Residential mortgage		23,420		69,632		93,052		28,730		91,291		120,021
HELOC		1,580		69,577		71,157		1,734		83,573		85,307
Residential construction		3,685		1,642		5,327		6,574		3,928		10,502
Other loans to individuals		516		1,468		1,984		758		2,615		3,373
	$	94,917	$	283,738	$	378,655	$	133,241	$	364,789	$	498,030

Concentrations of Credit - Loans are primarily made within the Company’s operating footprint of North Carolina, South Carolina, Georgia and Virginia. Real estate loans can be affected by the condition of the local real estate market. Commercial and industrial loans can be affected by the local economic conditions. The commercial loan portfolio has concentrations in business loans secured by real estate including construction loans and real estate development loans. Primary concentrations in the consumer loan portfolio include home equity lines of credit and residential mortgages. At December 31, 2015 and December 31, 2014, the Company had no loans outstanding with non-United States entities.

84

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Allowance for Loan Losses - The following table presents, by portfolio segment, the activity in the allowance for loan losses for the years ended December 31, 2015, 2014 and 2013.

	Commercial and industrial			CRE - owner-occupied			CRE - investor income producing			AC&D			AC&D-1-4 family construction			AC&D- lots, land, & development			AC&D- CRE		Other commercial			Residential mortgage			HELOC			Residential construction			Other loans to individuals			Total
For the year ended December 31, 2015
Allowance for Loan Losses, excluding PCI:
Balance, beginning of year	$	1,563		$	721		$	1,751		$	-		$	458		$	591		$	395	$	32		$	443		$	1,651		$	542		$	115		$	8,262
Provision for loan losses		338			413			116						(219	)		(661	)		284		76			307			(242	)		32			145			589
Charge-offs		(213	)		-			(34	)					-			-			-		(39	)		(176	)		(184	)		(129	)		(56	)		(831	)
Recoveries		133			1			266						8			348			-		-			98			112			16			62			1,044
Net (charge-offs) recoveries		(80	)		1			232			-			8			348			-		(39	)		(78	)		(72	)		(113	)		6			213
Ending balance	$	1,821		$	1,135		$	2,099		$	-		$	247		$	278		$	679	$	69		$	672		$	1,337		$	461		$	266		$	9,064
PCI Impairment Allowance for Loan Losses:
Balance, beginning of year	$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-		$	-
PCI impairment charge-offs		(51	)		-			(39	)		-			-			-			-		-			(96	)		-			-			-			(186	)
PCI impairment recoveries		-			-			-			-			-			-			-		-			-			-			-			-			-
Net PCI impairment charge-offs		(51	)		-			(39	)		-			-			-			-		-			(96	)		-			-			-			(186	)
Reversal of PCI impairment		51			-			39			-			-			-			-		-			96			-			-			-			186
Benefit attributable to FDIC loss share agreements		-			-			(22	)		-			-			-			-		-			(30	)		-			-			-			(52	)
Total provision for loan losses charged to operations		51			-			17			-			-			-			-		-			66			-			-			-			134
Provision for loan losses recorded through FDIC loss share receivable		-			-			22			-			-			-			-		-			30			-			-			-			52
Ending balance	$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-		$	-
Total Allowance for Loan Losses	$	1,821		$	1,135		$	2,099		$	-		$	247		$	278		$	679	$	69		$	672		$	1,337		$	461		$	266		$	9,064
For the year ended December 31, 2014
Allowance for Loan Losses, excluding PCI:
Balance, beginning of year	$	1,491		$	399		$	1,797		$	-		$	839		$	1,751		$	299	$	25		$	358		$	1,050		$	390		$	72		$	8,471
Provision for loan losses		(254	)		252			123						(464	)		(2,871	)		96		6			48			1,384			296			29			(1,355	)
Charge-offs		(161	)		(193	)		(292	)		-			(15	)		(16	)		-		-			(161	)		(852	)		(201	)		(50	)		(1,941	)
Recoveries		487			263			123			-			98			1,727			-		1			198			69			57			64			3,087
Net (charge-offs) recoveries		326			70			(169	)		-			83			1,711			-		1			37			(783	)		(144	)		14			1,146
Ending balance	$	1,563		$	721		$	1,751		$	-		$	458		$	591		$	395	$	32		$	443		$	1,651		$	542		$	115		$	8,262
PCI Impairment Allowance for Loan Losses:
Balance, beginning of year	$	-		$	-		$	360		$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-		$	360
PCI impairment charge-offs		-			-			(6	)		-			-			-			-		-			(1	)		(144	)		-			-			(151	)
PCI impairment recoveries		-			-			-			-			-			-			-		-			-			-			-			-			-
Net PCI impairment charge-offs		-			-			(6	)		-			-			-			-		-			(1	)		(144	)		-			-			(151	)
PCI provision for loan losses		-			-			(354	)		-			-			-			-		-			1			144			-			-			(209	)
Benefit attributable to FDIC loss share agreements		-			-			278			-			-			-			-		-			-			-			-			-			278
Total provision for loan losses charged to operations		-			-			(76	)		-			-			-			-		-			1			144			-			-			69
Provision for loan losses recorded through FDIC loss share receivable		-			-			(278	)		-			-			-			-		-			-			-			-			-			(278	)
Ending balance	$	-		$	-		$	-		$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-		$	-
Total Allowance for Loan Losses	$	1,563		$	721		$	1,751		$	-		$	458		$	591		$	395	$	32		$	443		$	1,651		$	542		$	115		$	8,262
For the year ended December 31, 2013
Allowance for Loan Losses, excluding PCI:
Balance, beginning of year	$	849		$	496		$	1,102		$	4,157		$	-		$	-		$	-	$	8		$	454		$	1,463		$	1,046		$	49		$	9,624
Provision for loan losses		1,693			(52	)		933			(4,157	)		705			1,031			299		16			319			359			(673	)		31			504
Charge-offs		(1,238	)		(52	)		(718	)		-			(87	)		(6	)		-		-			(831	)		(838	)		(44	)		(64	)		(3,878	)
Recoveries		187			7			480			-			221			726			-		1			416			66			61			56			2,221
Net (charge-offs) recoveries		(1,051	)		(45	)		(238	)		-			134			720			-		1			(415	)		(772	)		17			(8	)		(1,657	)
Ending balance	$	1,491		$	399		$	1,797		$	-		$	839		$	1,751		$	299	$	25		$	358		$	1,050		$	390		$	72		$	8,471
PCI Impairment Allowance for Loan Losses:
Balance, beginning of year	$	225		$	-		$	-		$	542		$	-		$	-		$	-	$	-		$	200		$	-		$	-		$	-		$	967
PCI impairment charge-offs		(216	)		-			(16	)		(177	)		-			-			-		(386	)		(311	)		-			(233	)		(36	)		(1,375	)
PCI impairment recoveries		-			-			-			25			-			-			-		-			-			-			-			-			25
Net PCI impairment charge-offs		(216	)		-			(16	)		(152	)		-			-			-		(386	)		(311	)		-			(233	)		(36	)		(1,350	)
PCI provision for loan losses		(9	)		-			376			(390	)		-			-			-		386			111			-			233			36			743
Benefit attributable to FDIC loss share agreements		(104	)		-			(205	)		(192	)		-			-			-		-			-			-			-			-			(501	)
Total provision for loan losses charged to operations		(113	)		-			171			(582	)		-			-			-		386			111			-			233			36			242
Provision for loan losses recorded through FDIC loss share receivable		104			-			205			192			-			-			-		-			-			-			-			-			501
Ending balance	$	-		$	-		$	360		$	-		$	-		$	-		$	-	$	-		$	-		$	-		$	-		$	-		$	360
Total Allowance for Loan Losses	$	1,491		$	399		$	2,157		$	-		$	839		$	1,751		$	299	$	25		$	358		$	1,050		$	390		$	72		$	8,831

85

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

	Commercial and industrial		CRE - owner-occupied		CRE - investor income producing		AC&D-1-4 family construction		AC&D- lots, land, & development		AC&D- CRE		Other commercial		Residential mortgage		HELOC		Residential construction		Other loans to individuals		Total
At December 31, 2015
Allowance for Loan Losses:
Individually evaluated for impairment	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	-	$	192	$	-	$	-	$	192
Collectively evaluated for impairment		1,821		1,135		2,099		247		278		679		69		672		1,145		461		266		8,872
		1,821		1,135		2,099		247		278		679		69		672		1,337		461		266		9,064
Purchased credit-impaired		-		-		-		-		-		-		-		-		-		-		-		-
Total	$	1,821	$	1,135	$	2,099	$	247	$	278	$	679	$	69	$	672	$	1,337	$	461	$	266	$	9,064
Recorded Investment in Loans:
Individually evaluated for impairment	$	-	$	1,266	$	440	$	-	$	723	$	-	$	-	$	1,304	$	1,381	$	238	$	-	$	5,352
Collectively evaluated for impairment		242,082		308,568		473,299		31,797		38,891		87,452		6,731		199,160		154,417		68,248		28,300		1,638,945
		242,082		309,834		473,739		31,797		39,614		87,452		6,731		200,464		155,798		68,486		28,300		1,644,297
Purchased credit-impaired		4,825		21,388		32,371		465		4,797		-		1,870		23,420		1,580		3,685		516		94,917
Total	$	246,907	$	331,222	$	506,110	$	32,262	$	44,411	$	87,452	$	8,601	$	223,884	$	157,378	$	72,171	$	28,816	$	1,739,214

	Commercial and industrial		CRE - owner-occupied		CRE - investor income producing		AC&D-1-4 family construction		AC&D- lots, land, & development		AC&D- CRE		Other commercial		Residential mortgage		HELOC		Residential construction		Other loans to individuals		Total
At December 31, 2014
Allowance for Loan Losses:
Individually evaluated for impairment	$	44	$	18	$	57	$	-	$	11	$	-	$	19	$	138	$	382	$	4	$	12	$	685
Collectively evaluated for impairment		1,519		703		1,694		458		580		395		13		305		1,269		538		103		7,577
		1,563		721		1,751		458		591		395		32		443		1,651		542		115		8,262
Purchased credit-impaired		-		-		-		-		-		-		-		-		-		-		-		-
Total	$	1,563	$	721	$	1,751	$	458	$	591	$	395	$	32	$	443	$	1,651	$	542	$	115	$	8,262
Recorded Investment in Loans:
Individually evaluated for impairment	$	376	$	2,889	$	1,271	$	-	$	1,073	$	-	$	143	$	2,525	$	2,481	$	369	$	90	$	11,217
Collectively evaluated for impairment		167,858		300,339		425,510		28,887		40,710		71,478		3,715		173,895		151,082		48,939		21,738		1,434,151
		168,234		303,228		426,781		28,887		41,783		71,478		3,858		176,420		153,563		49,308		21,828		1,445,368
Purchased credit-impaired		5,552		30,554		43,866		514		13,660		112		1,187		28,730		1,734		6,574		758		133,241
Total	$	173,786	$	333,782	$	470,647	$	29,401	$	55,443	$	71,590	$	5,045	$	205,150	$	155,297	$	55,882	$	22,586	$	1,578,609

86

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The Company’s loan loss allowance methodology includes four components, as described below:

1)          Specific Reserve Component. Specific reserves represent the current impairment estimate on specific loans, for which it is probable that the Company will be unable to collect all amounts due according to contractual terms based on current information and events. Impairment measurement reflects only a deterioration of credit quality and not changes in market rates that may cause a change in the fair value of the impaired loan. The amount of impairment may be measured in one of three ways, including (i) calculating the present value of expected future cash flows, discounted at the loan’s interest rate implicit in the original document and deducting estimated selling costs, if any; (ii) observing quoted market prices for identical or similar instruments traded in active markets, or employing model-based valuation techniques for which all significant assumptions are observable in the market; and (iii) determining the fair value of collateral, which is utilized for both collateral-dependent loans and for loans when foreclosure is probable.

In the second quarter of 2015 as part of management’s annual review of the allowance for loan loss methodology, management modified the methodology used for the determination of allowance for loan losses to collectively review impaired loans with a balance of less than or equal to $150 thousand. These loans are no longer individually reviewed for specific impairment but rather are reviewed on a pooled basis in a manner consistent with unimpaired loans with additional qualitative factors applied when necessary to reflect the additional risk characteristics of these loans. This change in methodology resulted in decrease in specific reserves and an increase in the quantitative and qualitative reserve components.

2)          Quantitative Reserve Component. Quantitative reserves represent the current loss contingency estimate on pools of loans, which is an estimate of the amount for which it is probable that the Company will be unable to collect all amounts due on homogeneous groups of loans according to contractual terms should one or more events occur, excluding those loans specifically identified above.

The historical loss experience of the Company is collected quarterly by evaluating internal loss data. The estimated historical loss rates are grouped by loan product type. The Company utilizes average historical losses to represent management’s estimate of losses inherent in a particular portfolio. The historical look back period is estimated by loan type, and the Company applies the appropriate historical loss period which best reflects the inherent loss in the applicable portfolio considering prevailing market conditions. The historic look back periods utilized by management for all loan types was 15 quarters for both 2015 and 2014.

The Company also performs a quantitative calculation on the acquired purchased performing loan portfolio. There is no allowance for loan losses established at the acquisition date for purchased performing loans. The historical loss experience discussed above is applied to the acquired purchased performing loan portfolio and the result is compared to the remaining fair value mark on this portfolio. A provision for loan losses is recorded for any further deterioration in these loans subsequent to the acquisition. This analysis indicated a need for a $178 thousand and $117 thousand provision for loan losses for the acquired purchased performing portfolio at December 31, 2015 and 2014, respectively. The remaining mark on the acquired purchased performing loan portfolio was $2.1 million and $3.0 million at December 31, 2015 and 2014, respectively.

3)           Qualitative Reserve Component. Qualitative reserves represent an estimate of the amount for which it is probable that environmental or other relevant factors will cause the aforementioned loss contingency estimate to differ from the Company’s historical loss experience or other assumptions. These factors include portfolio trends, portfolio concentrations, economic and market conditions, changes in lending practices, changes in loan review systems, geographical considerations and other factors. Management believes these refinements simplify application of the qualitative component of the allowance methodology. Each of the factors, except other factors, can range from 0.00% (not applicable) to 0.15% (very high). Other factors are reviewed on a situational basis and are adjusted in 5 basis point increments, up or down, with a maximum of 0.50%. Details of the seven environmental factors for inclusion in the allowance methodology are as follows:

i. Portfolio trends, which may relate to such factors as type or level of loan origination activity, changes in asset quality (i.e., past due, special mention, non-performing) and/or changes in collateral values;

87

ii. Portfolio concentrations, which may relate to individual borrowers and/or guarantors, geographic regions, industry sectors, loan types and/or other factors;

iii. Economic and market trends, which may relate to trends and/or levels of gross domestic production, unemployment, bankruptcies, foreclosures, housing starts, housing prices, equity prices, competitor activities and/or other factors;

iv. Changes in lending practices, which may relate to changes in credit policies, procedures, systems or staff;

v. Changes in loan review system, which may introduce variation in loan grading, collateral adequacy and valuation and impairment classification;

vi. Geographical considerations, which may relate to economic and/or environmental issues unique to a geographical area including but not limited to elimination of a major employer, natural disaster, or long-term states of emergency; and

vii. Other factors, which is intended to capture the incremental adjustment, by loan type, to internally calculated minimum reserves as well as environmental factors not specifically identified above.

In addition, qualitative reserves on purchased performing loans are based on the Company’s judgment around the timing difference expected to occur between accretion of the fair market value credit adjustment and realization of actual loans losses.

4)          Reserve on PCI Loans. In determining the acquisition date fair value of PCI loans, and in subsequent accounting, the Company generally aggregates purchased loans into pools of loans with common risk characteristics. Expected cash flows at the acquisition date in excess of the fair value of loans are recorded as interest income over the life of the loans using a level yield method if the timing and amount of the future cash flows of the pool is reasonably estimable. Subsequent to the acquisition date, significant increases in cash flows over those expected at the acquisition date are recognized as interest income prospectively. Decreases in expected cash flows after the acquisition date are recognized by recording an allowance for loan losses. In pools where impairment has already been recognized, an increase in cash flows will result in a reversal of prior impairment. Management analyzes these acquired loan pools using various assessments of risk to determine and calculate an expected loss. The expected loss is derived using an estimate of a loss given default based upon the collateral type and/or specific review by loan officers of loans generally greater than $1.0 million, and the probability of default that was determined based upon management’s review of the loan portfolio. Trends are reviewed in terms of traditional credit metrics such as accrual status, past due status, and weighted average risk grade of the loans within each of the accounting pools. In addition, the relationship between the change in the unpaid principal balance and change in the fair value mark is assessed to correlate the directional consistency of the expected loss for each pool. There were no outstanding reserves on PCI loans as of December 31, 2015 and 2014.

The allowance for loan losses is increased by provisions charged to operations and reduced by loans charged off, net of recoveries. The increase in the allowance for loan losses from December 31, 2014 to December 31, 2015 was a function of the following: 

(1) A decrease of $750 thousand in the quantitative component of the allowance due to a decrease in historical loss rates applied to the portfolio as significant charge-offs from 2011 are replaced with low loss or recovery periods in 2015.

(2) An increase of $2.0 million in the qualitative component of the allowance primarily due to minimum reserve amounts applied as historical loss rates continue to decline as well as management’s decision to increase certain factors based on rapid loan growth, entrance into new markets, and caution surrounding the economic recovery.

(3) A decrease of $493 thousand in specific reserves as impaired loans less than or equal to $150 thousand are no longer specifically reviewed.

88

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The Company evaluates and estimates off-balance sheet credit exposure at the same time it estimates credit losses for loans by a similar process. These estimated credit losses are not recorded as part of the allowance for loan losses, but are recorded to a separate liability account by a charge to income, if material. Loan commitments, unused lines of credit and standby letters of credit make up the off-balance sheet items reviewed for potential credit losses. At both December 31, 2015 and 2014, $125 thousand was recorded as an other liability for off-balance sheet credit exposure.

Credit Quality Indicators - The Company uses several credit quality indicators to manage credit risk in an ongoing manner. The Company's primary credit quality indicator is an internal credit risk rating system that categorizes loans into pass, special mention, or classified categories. Credit risk ratings are applied individually to those classes of loans that have significant or unique credit characteristics that benefit from a case-by-case evaluation. These are typically loans to businesses or individuals in the classes that comprise the commercial portfolio segment. Groups of loans that are underwritten and structured using standardized criteria and characteristics, such as statistical models (e.g., credit scoring or payment performance), are typically risk rated and monitored collectively. These are typically loans to individuals in the classes that comprise the consumer portfolio segment.

The following are the definitions of the Company's credit quality indicators:

Pass:	Loans in classes that comprise the commercial and consumer portfolio segments that are not adversely rated, are contractually current as to principal and interest, and are otherwise in compliance with the contractual terms of the loan agreement. PCI loans that were recorded at estimated fair value on the acquisition date are generally assigned a “pass” loan grade because their net financial statement value is based on the present value of expected cash flows. Management believes there is a low likelihood of loss related to those loans that are considered pass.
Special Mention:	Loans in classes that comprise the commercial and consumer portfolio segments that have potential weaknesses that deserve management's close attention. If not addressed, these potential weaknesses may result in deterioration of the repayment prospects for the loan. Management believes there is a moderate likelihood of some loss related to those loans that are considered special mention.
Classified:	Loans in the classes that comprise the commercial and consumer portfolio segments that are inadequately protected by the sound worth and paying capacity of the borrower or of the collateral pledged, if any. Management believes that there is a distinct possibility that the Company will sustain some loss if the deficiencies related to classified loans are not corrected in a timely manner.

89

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The Company's credit quality indicators are periodically updated on a case-by-case basis. The following tables present the recorded investment in the Company's loans as of December 31, 2015 and 2014, by loan class and by credit quality indicator.

	As of December 31, 2015
	Commercial and Industrial		CRE-Owner Occupied		CRE-Investor Income Producing		AC&D-1-4 family construction		AC&D- lots, land, & development		AC&D- CRE		Other Commercial		Total Commercial
Pass	$	243,228	$	316,706	$	500,964	$	32,262	$	43,454	$	87,452	$	8,467	$	1,232,533
Special mention		3,571		11,986		3,824		-		404		-		-		19,785
Classified		108		2,530		1,322		-		553		-		134		4,647
Total	$	246,907	$	331,222	$	506,110	$	32,262	$	44,411	$	87,452	$	8,601	$	1,256,965

	Residential				Residential		Other Loans to		Total
	Mortgage		HELOC		Construction		Individuals		Consumer
Pass	$	217,463	$	150,217	$	71,225	$	28,762	$	467,667
Special mention		4,690		6,213		457		23		11,383
Classified		1,731		948		489		31		3,199
Total	$	223,884	$	157,378	$	72,171	$	28,816	$	482,249
Total Loans									$	1,739,214

	As of December 31, 2014
	Commercial and Industrial		CRE-Owner Occupied		CRE-Investor Income Producing		AC&D-1-4 family construction		AC&D- lots, land, & development		AC&D- CRE		Other Commercial		Total Commercial
Pass	$	172,638	$	328,712	$	461,955	$	29,401	$	52,568	$	71,590	$	4,902	$	1,121,766
Special mention		493		1,925		6,934		-		1,335		-		-		10,687
Classified		655		3,145		1,758		-		1,540		-		143		7,241
Total	$	173,786	$	333,782	$	470,647	$	29,401	$	55,443	$	71,590	$	5,045	$	1,139,694

	Residential				Residential		Other Loans to		Total
	Mortgage		HELOC		Construction		Individuals		Consumer
Pass	$	202,214	$	147,893	$	55,290	$	22,445	$	427,842
Special mention		1,802		6,122		227		99		8,250
Classified		1,134		1,282		365		42		2,823
Total	$	205,150	$	155,297	$	55,882	$	22,586	$	438,915
Total Loans									$	1,578,609

90

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Aging Analysis of Accruing and Non-Accruing Loans - The Company considers a loan to be past due or delinquent when the terms of the contractual obligation are not met by the borrower. PCI loans are included as a single category in the table below as management believes, regardless of their age, there is a lower likelihood of aggregate loss related to these loan pools. Additionally, PCI loans are discounted to allow for the accretion of income on a level yield basis over the life of the loan based on expected cash flows. Regardless of accruing status, the associated discount on these loan pools results in income recognition. The following presents, by class, an aging analysis of the Company’s accruing and non-accruing loans as of December 31, 2015 and 2014.

	30-59		60-89		Past Due
	Days		Days		90 Days		PCI
	Past Due		Past Due		or More		Loans		Current		Total Loans
As of December 31, 2015
Commercial:
Commercial and industrial	$	18	$	28	$	78	$	4,825	$	241,958	$	246,907
CRE - owner-occupied		1,273		-		176		21,388		308,385		331,222
CRE - investor income producing		-		-		1,369		32,371		472,370		506,110
AC&D - 1-4 family construction		-		-		-		465		31,797		32,262
AC&D - lots, land, & development		-		-		-		4,797		39,614		44,411
AC&D - CRE		-		-		-		-		87,452		87,452
Other commercial		-		212		-		1,870		6,519		8,601
Total commercial loans		1,291		240		1,623		65,716		1,188,095		1,256,965
Consumer:
Residential mortgage		48		1,037		1,023		23,420		198,356		223,884
HELOC		132		139		204		1,580		155,323		157,378
Residential construction		12		-		306		3,685		68,168		72,171
Other loans to individuals		284		51		-		516		27,965		28,816
Total consumer loans		476		1,227		1,533		29,201		449,812		482,249
Total loans	$	1,767	$	1,467	$	3,156	$	94,917	$	1,637,907	$	1,739,214
As of December 31, 2014
Commercial:
Commercial and industrial	$	123	$	18	$	73	$	5,552	$	168,020	$	173,786
CRE - owner-occupied		-		-		1,616		30,554		301,612		333,782
CRE - investor income producing		-		-		571		43,866		426,210		470,647
AC&D - 1-4 family construction		-		-		-		514		28,887		29,401
AC&D - lots, land, & development		-		-		-		13,660		41,783		55,443
AC&D - CRE		-		-		-		112		71,478		71,590
Other commercial		40		143		-		1,187		3,675		5,045
Total commercial loans		163		161		2,260		95,445		1,041,665		1,139,694
Consumer:
Residential mortgage		57		68		1,058		28,730		175,237		205,150
HELOC		343		60		228		1,734		152,932		155,297
Residential construction		157		-		341		6,574		48,810		55,882
Other loans to individuals		29		1		41		758		21,757		22,586
Total consumer loans		586		129		1,668		37,796		398,736		438,915
Total loans	$	749	$	290	$	3,928	$	133,241	$	1,440,401	$	1,578,609

91

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Impaired Loans - All classes of loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impaired loans may include all classes of nonaccrual loans and loans modified in a TDR. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the rate implicit in the original loan agreement or at the fair value of collateral if repayment is expected solely from the collateral. Additionally, a portion of the Company’s qualitative factors accounts for potential impairment on loans generally less than $150 thousand. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on a cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible. There was no impairment of PCI loans as of December 31, 2015 and 2014.

	December 31, 2015						December 31, 2014
			Unpaid		Related				Unpaid		Related
	Recorded		Principal		Allowance For		Recorded		Principal		Allowance For
	Investment		Balance		Loan Losses		Investment		Balance		Loan Losses
Impaired Loans with No Related Allowance Recorded:
Commercial:
Commercial and industrial	$	-	$	-	$	-	$	47	$	126	$	-
CRE - owner-occupied		1,266		1,312		-		2,753		2,841		-
CRE - investor income producing		440		440		-		844		915		-
AC&D - lots, land, & development		723		842		-		881		970		-
Total commercial loans		2,429		2,594		-		4,525		4,852		-
Consumer:
Residential mortgage		1,304		1,339		-		1,135		1,222		-
HELOC		157		278		-		756		1,256		-
Residential construction		238		376		-		341		415		-
Total consumer loans		1,699		1,993		-		2,232		2,893		-
Total impaired loans with no related allowance recorded	$	4,128	$	4,587	$	-	$	6,757	$	7,745	$	-
Impaired Loans with an Allowance Recorded:
Commercial:
Commercial and industrial	$	-	$	-	$	-	$	329	$	348	$	44
CRE - owner-occupied		-		-		-		136		141		18
CRE - investor income producing		-		-		-		427		442		57
AC&D - lots, land, & development		-		-		-		192		217		11
Other commercial		-		-		-		143		159		19
Total commercial loans		-		-		-		1,227		1,307		149
Consumer:
Residential mortgage		-		-		-		1,390		1,439		138
HELOC		1,224		1,248		192		1,725		1,777		382
Residential construction		-		-		-		28		33		4
Other loans to individuals		-		-		-		90		90		12
Total consumer loans		1,224		1,248		192		3,233		3,339		536
Total impaired loans with an allowance recorded	$	1,224	$	1,248	$	192	$	4,460	$	4,646	$	685
Total Impaired Loans Individually Reviewed for Impairment
Commercial:
Commercial and industrial	$	-	$	-	$	-	$	376	$	474	$	44
CRE - owner-occupied		1,266		1,312		-		2,889		2,982		18
CRE - investor income producing		440		440		-		1,271		1,357		57
AC&D - lots, land, & development		723		842		-		1,073		1,187		11
Other commercial		-		-		-		143		159		19
Total commercial loans		2,429		2,594		-		5,752		6,159		149
Consumer:
Residential mortgage		1,304		1,339		-		2,525		2,661		138
HELOC		1,381		1,526		192		2,481		3,033		382
Residential construction		238		376		-		369		448		4
Other loans to individuals		-		-		-		90		90		12
Total consumer loans		2,923		3,241		192		5,465		6,232		536
Total Impaired Loans Individually Reviewed for Impairment	$	5,352	$	5,835	$	192	$	11,217	$	12,391	$	685
Impaired Loans Collectively Reviewed for Impairment	$	2,429	$	2,863	$	368	$	-	$	-	$	-

92

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The average recorded investment and interest income recognized on impaired loans, by class, for the years ended December 31, 2015 and 2014 is shown in the table below.

	December 31, 2015				December 31, 2014				December 31, 2013
	Average		Interest		Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized		Investment		Recognized
Impaired Loans with No Related Allowance Recorded:
Commercial:
Commercial and industrial	$	-	$	-	$	382	$	19	$	276	$	5
CRE - owner-occupied		2,082		-		2,090		54		2,108		106
CRE - investor income producing		567		23		620		24		980		-
AC&D - lots, land, & development		896		52		1,034		98		2,978		202
Other commercial		-		-		60		4		158		9
Total commercial loans		3,545		75		4,186		199		6,500		322
Consumer:
Residential mortgage		941		5		1,689		31		2,688		57
HELOC		381		9		1,390		19		1,513		20
Residential construction		260		-		80		-		20		-
Other loans to individuals		-		-		23		1		64		4
Total consumer loans		1,582		14		3,182		51		4,285		81
Total impaired loans with no related allowance recorded	$	5,127	$	89	$	7,368	$	250	$	10,785	$	403
Impaired Loans with an Allowance Recorded:
Commercial:
Commercial and industrial	$	-	$	-	$	224	$	-	$	487	$	2
CRE - owner-occupied		-		-		695		20		47		12
CRE - investor income producing		-		-		1,052		9		2,829		2
AC&D - 1-4 family construction		-		-		19		-		-		-
AC&D - lots, land, & development		73		3		243		16		50		-
Other commercial		-		-		176		8		22		-
Total commercial loans		73		3		2,409		53		3,435		16
Consumer:
Residential mortgage		542		18		1,825		42		1,282		33
HELOC		1,225		41		1,597		29		920		1
Residential construction		-		-		267		1		24		-
Other loans to individuals		-		-		42		4		1		-
Total consumer loans		1,767		59		3,731		76		2,227		34
Total impaired loans with an allowance recorded	$	1,840	$	62	$	6,140	$	129	$	5,662	$	50
Total Impaired Loans Individually Reviewed for Impairment
Commercial:
Commercial and industrial	$	-	$	-	$	606	$	19	$	763	$	7
CRE - owner-occupied		2,082		-		2,785		74		2,155		118
CRE - investor income producing		567		23		1,672		33		3,809		2
AC&D - 1-4 family construction		-		-		19		-		-		-
AC&D - lots, land, & development		969		55		1,277		114		3,028		202
Other commercial		-		-		236		12		180		9
Total commercial loans		3,618		78		6,595		252		9,935		338
Consumer:
Residential mortgage		1,483		23		3,514		73		3,970		90
HELOC		1,606		50		2,987		48		2,433		21
Residential construction		260		-		347		1		44		-
Other loans to individuals		-		-		65		5		65		4
Total consumer loans		3,349		73		6,913		127		6,512		115
Total Impaired Loans Individually Reviewed for Impairment	$	6,967	$	151	$	13,508	$	379	$	16,447	$	453
Other Impaired Loans	$	2,798	$	39	$	-	$	-	$	-	$	-

93

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

During the year ended December 31, 2015, the Company recognized $190 thousand of interest income with respect to impaired loans, specifically accruing TDRs, within the period the loans were impaired. During the year ended December 31, 2014, the Company recognized $379 thousand of interest income with respect to impaired loans, specifically accruing TDRs, within the period the loans were impaired. During the year ended December 31, 2013, the Company recognized $453 thousand of interest income with respect to impaired loans, specifically accruing TDRs, within the period the loans were impaired.

Nonaccrual and Past Due Loans - It is the general policy of the Company to place a loan on nonaccrual status when there is probable loss or when there is reasonable doubt that all principal will be collected, or when it is over 90 days past due. At December 31, 2015 and 2014, there were $1.2 million and $30 thousand, respectively, in loans past due 90 days or more and accruing interest. These loans are secured and considered fully collectible at December 31, 2015 and 2014. At December 31, 2015, we had a $1.1 million relationship that fell 90 days past due that remained accruing based on a pending sale of collateral and strong loan-to-value. The sale of this collateral however fell through in January 2016 and the loan was subsequently placed on nonaccrual. The recorded investment in nonaccrual loans at December 31, 2015 and 2014 follows:

	2015		2014
Commercial:
Commercial and industrial	$	97	$	329
CRE - owner-occupied		1,266		1,616
CRE - investor income producing		318		680
AC&D - lots, land, & development		6		7
Total commercial loans		1,687		2,632
Consumer:
Residential mortgage		1,333		1,549
HELOC		762		1,022
Residential construction		467		341
Other loans to individuals		77		41
Total consumer loans		2,639		2,953
Total nonaccrual loans	$	4,326	$	5,585

Interest income included in the results of operations for 2015, 2014 and 2013, with respect to loans that subsequently went to nonaccrual, totaled $78 thousand, $158 thousand and $310 thousand, respectively. If interest on these loans had been accrued in accordance with their original terms, interest income would have increased by $1.0 million, $1.1 million and $3.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Purchased Credit-Impaired Loans – PCI loans had an unpaid principal balance of $121.0 million and a carrying value of $94.9 million at December 31, 2015. PCI loans had an unpaid principal balance of $165.7 million and a carrying value of $133.2 million at December 31, 2014. PCI loans represented 3.8% and 5.6% of total assets at December 31, 2015 and 2014, respectively. Determining the fair value of the PCI loans required the Company to estimate cash flows expected to result from those loans and to discount those cash flows at appropriate rates of interest and taking into account prepayment assumptions. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans and is called the accretable yield. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition reflects the impact of estimated credit losses and is called the nonaccretable difference. In accordance with GAAP, there was no carry-over of previously established allowance for loan losses from acquired companies.

In conjunction with the Provident Community acquisition, the PCI loan portfolio was accounted for at fair value as follows:

	May 1, 2014
Contractual principal and interest at acquisition	$	46,177
Nonaccretable difference		(10,153	)
Expected cash flows at acquisition		36,024
Accretable yield		(5,589	)
Basis in PCI loans at acquisition - estimated fair value	$	30,435

94

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

A summary of changes in the accretable yield for PCI loans for the years ended December 31, 2015, 2014 and 2013 follows.

Accretable yield table        

	2015			2014
Accretable yield, beginning of year	$	40,540		$	39,249
Addition from the Provident Community acquisition		-			5,589
Interest income		(12,603	)		(15,766	)
Reclassification of nonaccretable difference due to improvement in expected cash flows		4,258			9,886
Other changes, net		314			1,582
Accretable yield, end of year	$	32,509		$	40,540

Troubled Debt Restructuring - In situations where, for economic or legal reasons related to a borrower's financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a TDR. Management strives to identify borrowers in financial difficulty early and work with them to modify to more affordable terms. These modified terms may include rate reductions, principal forgiveness, payment forbearance and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of the collateral. All loan modifications are made on a case-by-case basis.

The Company allocated $192 thousand and $373 thousand, respectively, of specific reserves to customers whose loan terms have been modified in a TDR as of December 31, 2015 and December 31, 2014. As of December 31, 2015, the Company had 14 TDR loans totaling $3.3 million, of which $466 thousand are nonaccrual loans. As of December 31, 2014, the Company had 18 TDR loans totaling $4.1 million, of which $841 thousand are nonaccrual loans.

95

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The following table presents a breakdown of the types of concessions made by loan class during the twelve-month period ended December 31, 2015 and 2014:

	Year ended December 31, 2015						Year ended December 31, 2014
	Number of loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment		Number of loans		Pre-Modification Outstanding Recorded Investment		Post-Modification Outstanding Recorded Investment
Below market interest rate:
AC&D- lots, land & development		-	$	-	$	-		1	$	184	$	184
Total		-		-		-		1		184		184
Extended payment terms:
Commercial and industrial		1		15		15		1		10		10
CRE- owner occupied		1		206		206		-		-		-
CRE- investor income producing		1		84		84		-		-		-
Other commercial		-		-		-		1		143		143
Residential mortgage		1		12		12		1		657		657
HELOC		-		-		-		1		174		174
Total		4		317		317		4		984		984
Total		4	$	317	$	317		5	$	1,168	$	1,168

Commercial TDRs - Commercial TDRs (including commercial and industrial, commercial real estate, AC&D and other commercial loans) often result from a workout where an existing commercial loan is restructured and a concession is given.  These workouts may involve lengthening the amortization period of the amortized principal beyond market terms, or reducing the interest rate below market terms for the original remaining life of the loan. In the case of extended amortization, this concession reduces the minimum monthly payment and increases the balloon payment at the end of the term of the loan. Other concessions can potentially involve forgiveness of principal, collateral concessions, or reduction of accrued interest.  The impact of the TDR on the allowance for loan losses is based on the changes in borrower payment performance rather than just the TDR classification. All TDRs are designated as impaired loans.  TDRs, like other impaired loans, are measured based on discounted cash flows, comparing the modified loan to pre-modified terms or, if the loan is deemed to be collateral dependent, collateral value less anticipated selling costs.  TDRs having a book balance of less than $150,000, along with other impaired loans of similar size, are measured in a pooled approach utilizing loss given default and probability of default parameters.  TDRs may remain in accruing status if the borrower remains less than 90 days past due per the restructured loan terms and no loss is expected. A borrower may be considered for removal from TDR status if it is no longer experiencing financial difficulties and can qualify for new loan terms, which do not represent a concession, subject to the normal underwriting standards and processes for similar extensions of credit.   As of December 31, 2015, the Company has one commercial TDR with a reduced interest rate and seven commercial TDRs where an extension of maturities was granted. All commercial TDRs are paying according to the terms of the modification as of December 31, 2015.

Consumer TDRs - Consumer TDRs (including residential mortgage, HELOC, residential construction and other consumer loans) often result from a workout where an existing loan is modified and a concession is given.  These workouts typically lengthen the amortization period of the amortized principal beyond market terms or reduce the interest rate below market terms.  The impact of the TDR on the allowance for loan losses is based on the changes in borrower payment performance rather than the TDR classification.  TDRs like other impaired loans are measured based on discounted cash flows or collateral value, less anticipated selling costs, of the modified loan using pre-modified interest rates.  As of December 31, 2015, the Company has four consumer TDRs where an extension of maturities was granted and two consumer TDRs with a reduced interest rates.  All consumer TDRs are paying according to the terms of the modification as of December 31, 2015.

96

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The following table presents loans modified as TDRs within the twelve months ended December 31, 2015 and 2014, and for which there was a payment default during the twelve months ended December 31, 2015 and 2014:

	Twelve months ended December 31, 2015				Twelve months ended December 31, 2014
	Number of loans		Recorded Investment		Number of loans		Recorded Investment
Extended payment terms:
CRE- investor income producing		1	$	84		-	$	-
Residential mortgage		1		12		-		-
Residential construction		-		-		1		173
		2		96		1		173
Total		2	$	96		1	$	173

The Company does not deem a TDR to be successful until it has been re-established as an accruing loan. The following table presents the successes and failures of the types of modifications indicated within the 12 months ended December 31, 2015 and 2014:

	Twelve Months Ended December 31, 2015
	Paid in full				Paying as restructured				Foreclosure/Default
	Number of loans		Recorded Investment		Number of loans		Recorded Investment		Number of loans		Recorded Investment
Extended payment terms		-	$	-		2	$	221		2	$	96
Total		-	$	-		2	$	221		2	$	96

	Twelve Months Ended December 31, 2014
	Paid in full				Paying as restructured				Foreclosure/Default
	Number of loans		Recorded Investment		Number of loans		Recorded Investment		Number of loans		Recorded Investment
Below market interest rate		-	$	-		1	$	222		-	$	-
Extended payment terms		-		-		3		970		2		338
Total		-	$	-		4	$	1,192		2	$	338

97

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Related Party Loans – From time to time, the Company engages in loan transactions with its directors, executive officers and their related interests (collectively referred to as “related parties”). Such loans are made in the ordinary course of business and on substantially the same terms and collateral as those for comparable transactions prevailing at the time and do not involve more than the normal risk of collectability or present other unfavorable features. A summary of activity in loans to related parties is as follows:

Loans to Directors, Executive Officers and Their Related Interests

	2015			2014
Balance, beginning of year	$	14,040		$	17,247
Disbursements		4,187			2,369
Repayments		(3,823	)		(5,576	)
Balance, end of year	$	14,404		$	14,040

At December 31, 2015, the Company had pre-approved but unused lines of credit totaling $2.9 million to related parties.

NOTE 6 –FDIC LOSS SHARE AGREEMENTS

In connection with the Citizens South acquisition, the Bank assumed two purchase and assumption agreements with the FDIC that cover approximately $17.7 million and $42.3 million of covered loans as of December 31, 2015 and 2014, respectively, and $1.2 million and $3.0 million of covered OREO as of December 31, 2015 and 2014, respectively. Citizens South acquired these assets in prior transactions with the FDIC.

Within the first purchase and assumption agreement are two loss share agreements that originated in March 2010, related to Citizen South’s acquisition of Bank of Hiawassee, a Georgia state-chartered bank headquartered in Hiawassee, Georgia. Under these loss-share agreements, the FDIC will cover 80% of net loan losses up to $102 million and 95% of net loan losses that exceed $102 million. The term of the loss-share agreements is ten years for losses and recoveries on residential real estate loans, five years for losses on all other loans and eight years for recoveries on all other loans. The agreement related to Bank of Hiawassee’s non-single family assets expired on March 31, 2015. On April 1, 2015, the remaining balance of $19.6 million associated with the Bank of Hiawassee non-single family loans and $812,000 associated with non-single family foreclosed assets were transferred from the covered portfolio to the non-covered portfolios. Therefore, after March 31, 2015, the Company bears all future losses on that portfolio of loans and foreclosed properties. At December 31, 2015 and 2014, the Bank recorded an estimated receivable from the FDIC in the amount of $551 thousand and $3.0 million, respectively, related to the Bank of Hiawassee loss share agreement.

Within the second purchase and assumption agreement are two loss share agreements that originated in April 2011, related to Citizens South’s acquisition of New Horizons Bank, a Georgia state-chartered bank headquartered in East Ellijay, Georgia. The first loss share agreement covers certain residential loans and OREO for a period of ten years. The other loss-share agreement covers all remaining covered assets for a period of five years. Pursuant to the terms of these loss-share agreements, the FDIC is obligated to reimburse the Bank for 80% of all eligible losses, which begins with the first dollar of loss occurred, and certain collection and disposition expenses with respect to covered assets. The Bank has a corresponding obligation to reimburse the FDIC for 80% of eligible recoveries with respect to covered assets for a period of ten years for residential properties and eight years for all other covered assets. At December 31, 2015 and 2014, the Bank recorded an estimated receivable from the FDIC in the amount of $392 thousand and $1.0 million, respectively, related to these loss share agreements.

98

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The following table provides changes in the estimated receivable from the FDIC during 2015 and 2014:

FDIC Loss Share Receivable

	2015			2014
Balance, beginning of period	$	3,964		$	10,025
Increase (decrease) in expected losses on loans		52			(278	)
Additional losses to OREO		(75	)		96
Reimbursable expenses (income)		(291	)		974
Amortization discounts and premiums, net		(705	)		(3,203	)
Reimbursements from the FDIC		(2,002	)		(3,650	)
Balance, end of period	$	943		$	3,964

The estimated receivable from the FDIC is measured separately from the related covered assets and is recorded at carrying value. At December 31, 2015 and 2014, the projected cash flows related to the FDIC receivable for losses on covered loans and assets were approximately $925 thousand and $3.8 million, respectively. Included in the estimated receivable above is a component of amortization which will be recognized over the life of the agreement, with increases or decreases based on estimated performance of the underlying loans.

In relation to the FDIC indemnification asset is an expected "true-up" with the FDIC related to the loss share agreements described above. The loss share agreements between the Bank and the FDIC with respect to New Horizons Bank and Bank of Hiawassee each contain a provision that obligates the Company to make a "true-up" payment to the FDIC if the realized losses of each of these acquired banks are less than expected. An estimate of this amount is determined each reporting period. At December 31, 2015 and 2014, the “true-up” amount was estimated to be approximately $5.7 million and $5.4 million, respectively, at the end of the loss share agreements. These amounts are recorded in other liabilities on the balance sheet. The actual payment will be determined at the end of the term of the loss sharing agreements and is based on the negative bid, expected losses, intrinsic loss estimate, and assets covered under the loss share agreements.

99

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 7 - OTHER REAL ESTATE OWNED

The Company owned $5.5 million and $12.0 million in total OREO at December 31, 2015 and 2014, respectively. The portion of OREO covered under the loss share agreements with the FDIC at December 31, 2015 and 2014 totaled $1.2 million and $3.0 million, respectively. The Company’s loss share agreement related to Bank of Hiawassee’s non-single family assets expired on March 31, 2015, and on April 1, 2015, the remaining balance of $812,000 associated with the Bank of Hiawassee non-single family foreclosed assets was transferred from the covered portfolio to the non-covered portfolio. Therefore, after March 31, 2015, the Company bears all future losses on that portfolio of foreclosed properties.

Transactions in OREO for the years ended December 31, 2015 and 2014 are summarized below:

Non-Covered OREO	2015			2014
Beginning balance	$	8,979		$	9,404
Additions		5,128			2,821
Transfers from covered to non-covered		812			-
Acquired through merger		-			2,964
Sales		(10,017	)		(5,774	)
Writedowns		(691	)		(436	)
Ending balance	$	4,211		$	8,979

Covered OREO	2015			2014
Beginning balance	$	3,011		$	5,088
Additions		1,293			5,985
Transfers from covered to non-covered		(812	)		-
Sales		(2,249	)		(7,894	)
Writedowns		(3	)		(168	)
Ending balance	$	1,240		$	3,011

As of December 31, 2015, the Company has $1.2 million of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings are in process.

NOTE 8 – PREMISES AND EQUIPMENT

The following is a summary of premises and equipment at December 31:

	2015			2014
Buildings	$	35,542		$	37,098
Land		16,174			17,154
Furniture and equipment		11,030			9,315
Leasehold improvements		2,527			1,448
Fixed assets in process		450			815
Premises and equipment		65,723			65,830
Accumulated depreciation		(10,065	)		(6,583	)
Premises and equipment, net	$	55,658		$	59,247

Depreciation and amortization expense for the years ended December 31, 2015, 2014 and 2013 amounted to $4.3 million, $3.9 million and $3.4 million, respectively. These amounts are included in the occupancy and equipment line item in the Consolidated Statements of Income.

100

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 9 – GOODWILL AND INTANGIBLE ASSETS

In accordance with GAAP, the Company does not amortize goodwill. However, core deposit intangible assets are amortized over the estimated life of the asset. At December 31, 2015 and 2014, intangible assets consisted of core deposit premiums, net of accumulated amortization, and amounted to $9.6 million and $11.0 million, respectively. Amortization expense related to the core deposit premium was $1.4 million, $1.3 million, and $1.0 million for the years ended December 31, 2015, 2014 and 2013, respectively.

Amortization of core deposit intangible assets is computed using the straight-line method over an amortization period of ten years. Estimated amortization expense for the years ending December 31 is as follows (dollars in thousand):

2016	$	1,389
2017		1,389
2018		1,389
2019		1,389
2020		1,389
2021 and thereafter		2,596
	$	9,541

Goodwill represents the excess of the acquisition cost over the fair value of the net assets acquired. The Company evaluated the carrying value of goodwill as of October 1, 2015, its annual test date, and determined that no impairment charge was necessary. Should the Company’s future earnings and cash flows decline and/or discount rates increase, an impairment charge to goodwill and other intangible assets may be required. There have been no events subsequent to the October 1, 2015 evaluation that caused the Company to perform an interim review of the carrying value of goodwill. The following table presents a rollforward of goodwill by acquired bank:

	Community		Citizens		Provident
	Capital		South		Community			Total
Goodwill balance, December 31, 2013	$	622	$	25,835	$	-		$	26,457
Additions		-		-		2,783			2,783
Goodwill balance, December 31, 2014		622		25,835		2,783			29,240
Adjustments		-		-		(43	)		(43	)
Goodwill balance, December 31, 2015	$	622	$	25,835	$	2,740		$	29,197

101

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 10 – DEPOSITS

The following is a summary of deposits at December 31:

	2015		2014
Noninterest bearing demand deposits	$	350,836	$	321,019
Interest-bearing demand deposits		407,204		405,012
Money market deposits		500,569		435,922
Savings		89,271		83,820
Brokered deposits		128,390		141,771
Certificates of deposit and other time deposits		476,392		463,810
Total deposits	$	1,952,662	$	1,851,354

The aggregate amounts of time deposits in denominations of $100,000 or more at December 31, 2015, and 2014, were $228.5 million and $198.1 million, respectively. In July 2010, the Dodd-Frank Act permanently increased the insurance limit on deposit accounts from $100,000 to $250,000. At December 31, 2015 and 2014, the Company had $73.1 million and $50.9 million in time deposits greater than $250,000, respectively.

At December 31, 2015, the scheduled maturities of time deposits, which include brokered certificates of deposit, certificates of deposit and other time deposits are as follows:

	Less Than		$100
	$100		Thousand
	Thousand		or More		Total
2016	$	229,768	$	151,339	$	381,107
2017		57,269		50,570		107,839
2018		16,354		14,429		30,783
2019		5,137		4,292		9,429
2020 and greater		2,799		7,823		10,622
Total time deposits	$	311,327	$	228,453	$	539,780

Interest expense on time deposits totaled $3.2 million, $3.1 million and $2.5 million in the years ended December 31, 2015, 2014 and 2013, respectively.

From time to time, the Company engages in deposit transactions with its directors, executive officers and their related interests (collectively referred to as "related parties"). Such deposits are made in the ordinary course of business and on substantially the same terms as those for comparable transactions prevailing at the time and do not present other unfavorable features. The total amount of related party deposits at December 31, 2015 was $11.5 million.

102

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 11 – BORROWINGS

Borrowings outstanding at December 31, 2015 and 2014 consist of the following:

					2015					2014
							Weighted					Weighted
		Interest					Average					Average
	Maturity	Rate			Balance		Interest Rate			Balance		Interest Rate
Short-term borrowings:
FHLB Fixed Rate Credit	01/13/15		0.2100	%	$	-				$	60,000
FHLB Fixed Rate Credit	01/21/15		0.2400	%		-					65,000
FHLB Daily Rate Credit (1)	1/6/2016		0.4900	%		10,000					-
FHLB Fixed Rate Credit	1/11/2016		0.3900	%		80,000					-
FHLB Fixed Rate Credit	1/21/2016		0.3800	%		40,000					-
FHLB Adjustable Rate Credit (2)	01/07/16		0.3532	%		10,000					-
FHLB Adjustable Rate Credit (2)	01/07/16		0.3532	%		10,000					-
FHLB Adjustable Rate Credit (3)	01/21/16		0.3567	%		15,000					-
FHLB Fixed Rate Hybrid	09/26/16		1.9050	%		5,000					-
FHLB Fixed Rate Hybrid	09/26/16		2.0675	%		5,000					-
FHLB Fixed Rate Hybrid	09/26/16		2.2588	%		5,000					-
FHLB Fixed Rate Hybrid	09/26/16		2.0250	%		5,000					-
Total short-term borrowings						185,000		0.57	%		125,000		0.23	%
Long-term borrowings:
FHLB Adjustable Rate Credit (2)	01/07/16		0.2616	%		-					10,000
FHLB Adjustable Rate Credit (2)	01/07/16		0.2616	%		-					10,000
FHLB Fixed Rate Hybrid	09/26/16		1.9050	%		-					5,000
FHLB Fixed Rate Hybrid	09/26/16		2.0675	%		-					5,000
FHLB Fixed Rate Hybrid	09/26/16		2.2588	%		-					5,000
FHLB Fixed Rate Hybrid	09/26/16		2.0250	%		-					5,000
FHLB Adjustable Rate Credit (3)	01/21/16		0.2714	%		-					15,000
Total Federal Home Loan Bank						-		0.00	%		55,000		0.92	%
Junior subordinated debt	06/15/36		2.0620	%		6,371					6,179
Junior subordinated debt	12/15/35		2.0820	%		9,743					9,456
Junior subordinated debt	10/01/36		2.0655	%		2,724					2,658
Junior subordinated debt	03/01/37		2.1542	%		5,424					5,290
Senior unsecured term loan	12/18/22		4.7500	%		30,000					-
Total long-term borrowings						54,262		3.56	%		78,583		1.20	%
Total borrowings					$	239,262				$	203,583

(1) Adjustable rate based on three-month LIBOR plus 11 basis points.

(2) Adjustable rate based on three-month LIBOR plus 3 basis points.

(3) Adjustable rate based on three-month LIBOR plus 4 basis points.

At December 31, 2015, the Company had an additional $301.6 million of credit available from the FHLB, $206.4 million of credit available from the Federal Reserve Discount Window, and $70.0 million of credit available from correspondent banks.

FHLB borrowing agreements provide for lines of credit up to 20% of the Bank’s assets. The FHLB borrowings are collateralized by a blanket pledge arrangement on all residential first mortgage loans, HELOCs and loans secured by multi-family real estate that the Bank owns. At December 31, 2015, the carrying value of loans pledged as collateral to the FHLB and the Federal Reserve totaled $693.0 million.

103

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

As a result of its mergers, the Company’s capital structure includes trust preferred securities previously issued by the predecessor companies through specially formed trusts. The combined total amount outstanding of the acquired trusts as of December 31, 2015 and December 31, 2014 was $38.1 million ($24.3 million, net of mark to market) and $38.1 million ($23.6 million, net of mark to market), respectively.

Community Capital previously had formed Community Capital Corporation Statutory Trust I, an unconsolidated statutory business trust, which issued $10.3 million ($6.1 million, net of mark to market) of trust preferred securities that were sold to third parties. The rate on the trust preferred securities acquired through the Community Capital merger adjusts quarterly to three-month LIBOR plus 1.55%. Citizens South previously had formed CSBC Statutory Trust I, an unconsolidated statutory business trust, which issued $15.5 million ($9.4 million, net of mark to market) of trust preferred securities that were sold to third parties. The rate on the trust preferred securities acquired through the Citizens South merger adjusts quarterly to three-month LIBOR plus 1.57%. Provident Community previously had formed Provident Community Bancshares Capital Trust I and Provident Community Bancshares Capital Trust II. Each trust is an unconsolidated statutory business trust, which issued $4.1 million ($2.6 million, net of mark to market) and $8.2 million ($5.3 million, net of mark to market), respectively, of trust preferred securities that were sold to third parties. The rate on each of the trust preferred securities acquired through the Provident Community merger adjusts quarterly to three-month LIBOR plus 1.74%. The Company has fully and unconditionally guaranteed each trust’s obligations under the preferred securities. The amounts presented are after related acquisition accounting fair market value adjustments. The proceeds of the sales of the trust preferred securities were used to purchase junior subordinated debt from the predecessor companies, which are presented as junior subordinated debt in the condensed consolidated balance sheets of the Company and qualify for inclusion in Tier 1 Capital for regulatory capital purposes, subject to certain limitations.

In December 2015, the parent company entered into a $30.0 million senior unsecured term loan that matures on December 18, 2022 and has a fixed coupon rate of 4.75% per annum. The loan may be prepaid by the parent company at any time, subject to payment of a “yield maintenance amount” as described in the loan agreement. The loan agreement contains customary representations, warranties, covenants and events of default. At December 31, 2015, the outstanding loan balance was $30.0 million.

NOTE 12 – INCOME TAXES

Income taxes are provided based on the asset-liability method of accounting, which includes the recognition of a deferred tax asset (“DTA”) and liabilities for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. In general, the Company records a DTA when the event giving rise to the tax benefit has been recognized in the consolidated financial statements.

The significant components of the provision for income taxes for the years ended December 31, 2015, 2014 and 2013 are as follows:

	2015		2014		2013
Current tax provision:
Federal	$	445	$	655	$	(1,248	)
State		211		195		147
Total current tax provision		656		850		(1,101	)
Deferred tax provision:
Federal		5,755		4,646		7,468
State		1,731		562		992
Total deferred tax provision		7,486		5,208		8,460
Net provision for income taxes	$	8,142	$	6,058	$	7,359

104

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The difference between the provision for income taxes and the amounts computed by applying the statutory federal income tax rate of 35% to income before income taxes for the years ended December 31, 2015, 2014 and 2013 are summarized below:

	2015			2014			2013
Tax at the statutory federal rate	$	8,662		$	6,631		$	7,706
Increase (decrease) resulting from:
State income taxes, net of federal tax effect		1,262			493			751
Nondeductible merger expenses		-			72			6
Tax exempt income		(1,332	)		(1,299	)		(1,008	)
Other permanent differences		(450	)		161			(96	)
Provision for income taxes	$	8,142		$	6,058		$	7,359

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of deferred taxes at December 31, 2015 and 2014 are as follows:

	2015			2014
Deferred tax assets relating to:
Allowance for loan losses	$	3,241		$	2,990
Unrealized loss on transferred securities		631			766
Net unrealized losses on cash flow hedges		1,426			909
Fair market value adjustments related to mergers		8,703			10,362
Stock option expense		2,818			2,754
Pre-opening costs and expenses		204			242
Other real estate writedowns		1,875			4,270
Deferred compensation		3,625			3,730
AMT credit carry forward		2,576			1,728
Net operating loss carry forwards		5,163			11,539
FDIC acquisitions		5,827			3,261
Accrued incentive compensation		777			795
Other		2,047			3,007
Total deferred tax assets		38,913			46,353
Deferred tax liabilities relating to:
Core deposit intangible		(3,537	)		(4,086	)
Net unrealized gains on securities		(334	)		(786	)
Property and equipment		(2,488	)		(2,644	)
Deferred loan costs		(2,590	)		(2,127	)
Prepaid expenses		(405	)		(446	)
Other		(588	)		(568	)
Total deferred tax liabilities		(9,942	)		(10,657	)
Net recorded deferred tax asset	$	28,971		$	35,696

As of December 31, 2015 and December 31, 2014, the Company had a net DTA in the amount of approximately $29.0 million and $35.6 million, respectively. The decrease is primarily the result of $16.6 million in earnings during 2015 which were offset by net operating losses carried forward from prior years. The Company adjusted its net deferred tax asset as a result of reductions in the North Carolina corporate income tax rate that were enacted on July 23, 2013. Effective January 1, 2015, the North Carolina corporate income tax rate was reduced to 5% and effective January 1, 2016, the tax rate will be reduced to 4%. The lower North Carolina corporate income tax rate did not have a material impact to either the deferred tax asset or income tax expense for the years ended December 31, 2015 and 2014.

The Company evaluates the carrying amount of the DTA quarterly in accordance with the guidance provided in ASC 740, in particular applying the criteria set forth therein to determine whether it is more likely than not (i.e., a likelihood of more than 50%) that some portion, or all, of the DTA will not be realized within its life cycle, based on the weight of available evidence. In most cases, the realization of the DTA is dependent upon generating a sufficient level of taxable income in future periods, which can be difficult to predict. In addition to projected earnings, the Company also considers projected asset quality, liquidity, its strong capital position, which could be leveraged to increase earning assets and generate taxable income, its growth plans and other relevant factors. Based on the weight of available evidence, the Company determined that as of December 31, 2015 and December 31, 2014 that it is more likely than not that it will be able to fully realize the existing DTA and therefore considered it appropriate not to establish a DTA valuation allowance at either December 31, 2015 or December 31, 2014.

105

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The Company had a federal net operating loss carryforward of $27.2 million and $28.5 million for the years ended December 31, 2015 and 2014, respectively, which expire in varying amounts through 2031. As a result of several acquisitions since 2011, Section 382 of the Internal Revenue Code (“Section 382”) places an annual limitation on the amount of federal net operating loss carryforwards the Company may utilize. Additionally, Section 382 limits the Company’s ability to utilize certain tax deductions such as realized built in losses (“RBIL”) due to the existence of net unrealized built-in losses (“NUBIL”) at the time of the change in control. The Company is allowed to carryforward any such RBIL under terms similar to those related to net operating losses. The Company expects all Section 382 limited carryforwards to be realized within the acceptable carryforward period.

The Company had state net operating loss carryforwards of $10.4 million and $41.6 million for the years ended December 31, 2015 and 2014, respectively, which expire in varying amounts through 2026.

As of December 31, 2015 and 2014, the Company had no material unrecognized tax benefits or accrued interest and penalties. It is the Company’s policy to account for interest and penalties on income tax assessments or income tax refunds are recognized in the Consolidated Statements of Income as a component of noninterest expense. 

With a few exceptions, federal and state tax returns for 2010 and subsequent tax years remain subject to examination by taxing authorities as of December 31, 2015.

106

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 13 – REGULATORY MATTERS

The Company and Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

The Bank’s mortgage banking division qualifies as a HUD-approved Title II Supervised Mortgagee and issues mortgages insured by the US Department of Housing and Urban Development (“HUD”). A Title II supervised mortgagee must maintain an adjusted net worth equal to a minimum of $1 million, plus 1% of FHA originations in excess of $25 million, up to a maximum of $2.5 million. Possible penalties related to noncompliance with this minimum net worth requirement include the revocation of the Bank’s license to issue HUD-insured mortgages, which may have a material adverse affect on the Company’s financial condition and results of operations. For the years ended December 31, 2015 and 2014, the Bank satisfied the requirement of maintaining $1 million in adjusted net worth.

Quantitative measures established by regulation to ensure capital adequacy require the Bank and the Company to maintain minimum amounts and ratios of different components of capital to risk-weighted assets and average assets. The Company’s capital position is reflected in its shareholders’ equity, subject to certain adjustments for regulatory purposes. In particular, deferred tax assets that are dependent on future taxable income do not qualify for inclusion as core capital based on the capital guidelines of the primary federal supervisory agencies for the Bank and the Company. Based on the capital guidelines in effect on December 31, 2015, the disallowed portion of deferred tax assets at December 31, 2015 was $6.8 million for the Company and $6.8 million for the Bank. The disallowed portion of deferred tax assets at December 31, 2014 was $27.7 million for the Company and $30.2 million for the Bank, based on the capital guidelines in effect at that time.

Risk-based capital regulations adopted by the Federal Reserve Board and the FDIC require bank holding companies and banks to achieve and maintain specified ratios of capital to risk-weighted assets. The risk-based capital rules are designed to measure different components of capital in relation to the credit risk of both on- and off-balance sheet items. Under the guidelines, one of four risk weights is applied to the various on-balance sheet items. Off-balance sheet items, such as loan commitments, are also subject to risk weighting after conversion to balance sheet equivalent amounts. These guidelines also specify that banks that are experiencing internal growth or making acquisitions will be expected to maintain capital positions substantially above the minimum supervisory levels.

Effective January 1, 2015, the Company and Bank are subject to the new regulatory risk-based capital rules adopted by the federal banking agencies implementing Basel III. Under the new capital guidelines, applicable regulatory capital components consist of (1) common equity Tier 1 capital (common stock, including related surplus, and retained earnings, plus limited amounts of minority interest in the form of common stock, net of goodwill and other intangibles (other than mortgage servicing assets), deferred tax assets arising from net operating loss and tax credit carry forwards above certain levels, mortgage servicing rights above certain levels, gain on sale of securitization exposures and certain investments in the capital of unconsolidated financial institutions, and adjusted by unrealized gains or losses on cash flow hedges and accumulated other comprehensive income items (subject to the ability of a non-advanced approaches institution to make a one-time irrevocable election to exclude from regulatory capital most components of AOCI)), (2) additional Tier 1 capital (qualifying non-cumulative perpetual preferred stock, including related surplus, plus qualifying Tier 1 minority interest and, in the case of holding companies with less than $15 billion in consolidated assets at December 31, 2009, certain grandfathered trust preferred securities and cumulative perpetual preferred stock in limited amounts, net of mortgage servicing rights, deferred tax assets related to temporary timing differences, and certain investments in financial institutions) and (3) Tier 2 capital (the allowance for loan and lease losses in an amount not exceeding 1.25% of standardized risk-weighted assets, plus qualifying preferred stock, qualifying subordinated debt and qualifying total capital minority interest, net of Tier 2 investments in financial institutions). Total Tier 1 capital, plus Tier 2 capital, constitutes total risk-based capital. The required minimum ratios are as follows:

● common equity Tier 1 capital ratio (common equity Tier 1 capital to standardized total risk-weighted assets) of 4.5%;

● Tier 1 capital ratio (Tier 1 capital to standardized total risk-weighted assets) of 6%;

● total capital ratio (total capital to standardized total risk-weighted assets) of 8%; and

● leverage ratio (Tier 1 capital to average total consolidated assets) of 4%.

107

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The new capital guidelines also provide that all covered banking organizations must maintain a new capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonus payments to executive officers. The capital conservation buffer requirement will be phased in beginning in January 1, 2016 at the 0.625% level and will be increased by that same amount on each subsequent January 1 until it reaches 2.5% on January 1, 2019. When fully phased in, the capital conservation buffer effectively will result in a required minimum common equity Tier 1 capital ratio of at least 7.0%, Tier 1 capital ratio of at least 8.5% and total capital ratio of at least 10.5%. The capital guidelines also provide for a “countercyclical capital buffer” that is applicable only to certain covered institutions and does not have any current applicability to the Company and the Bank. Failure to satisfy the capital buffer requirements will result in increasingly stringent limitations on various types of capital distributions, including dividends, share buybacks and discretionary payments on Tier 1 instruments, and discretionary bonus payments.

The final regulatory capital rules also incorporate these changes in regulatory capital into the prompt corrective action framework, under which the thresholds for “adequately capitalized” banking organizations are equal to the new minimum capital requirements. Under this framework, in order to be considered “well capitalized”, insured depository institutions are required to maintain a Tier 1 leverage ratio of 5%, a common equity Tier 1 risk-based capital measure of 6.5%, a Tier 1 risked-based capital ratio of 8% and a total risk-based capital ratio of 10%. 

At December 31, 2015, under the new regulations in effect on January 1, 2015, both the Company and the Bank were “well capitalized”. As permitted for regulated institutions that are not designated as ”advanced approach” banking organizations (those with assets greater than $250 billion or with foreign exposures greater than $10 billion), the Company made a one-time, permanent election to opt out of the requirement to include most components of accumulated other comprehensive income in regulatory capital.At December 31, 2014, the Company and the Bank were “well capitalized” under the standards in effect at that time.Actual and required capital levels at December 31, 2015 and 2014 are presented below:

	Capital Ratios at December 31, 2015
	Actual					Minimum Basel III Requirement					Minimum Basel III Fully Phased In Requirements					Well Capitalized Requirement
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
The Bank
Total capital (to risk-weighted assets)	$	268,354		13.86	%	$	154,840		8.00	%	$	203,228		10.50	%	$	193,550		10.00	%
Tier 1 capital (to risk-weighted assets)		259,290		13.40	%		116,130		6.00	%		164,518		8.50	%		154,840		8.00	%
Common equity Tier 1 capital (to risk-weighted assets)		259,290		13.40	%		87,098		4.50	%		135,485		7.00	%		125,808		6.50	%
Tier 1 capital (to average assets)		259,290		10.66	%		97,255		4.00	%		97,255		4.00	%		121,568		5.00	%
Risk Weighted Assets		1,935,503
Average Assets for Tier 1		2,431,369
The Company
Total capital (to risk-weighted assets)	$	277,669		14.30	%	$	155,334		8.00	%	$	203,877		10.50	%		N/A		N/A
Tier 1 capital (to risk-weighted assets)		268,605		13.83	%		116,501		6.00	%		165,043		8.50	%		N/A		N/A
Common equity Tier 1 capital (to risk-weighted assets)		251,807		12.97	%		87,376		4.50	%		135,918		7.00	%		N/A		N/A
Tier 1 capital (to average assets)		268,605		11.00	%		97,672		4.00	%		97,672		4.00	%		N/A		N/A
Risk Weighted Assets		1,941,681
Average Assets for Tier 1		2,441,811

108

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

	Capital Ratios at December 31, 2014
	Actual					For Capital Adequacy Purposes					Well Capitalized Requirement
(Dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio
The Bank
Total capital (to risk-weighted assets)	$	224,579		13.11	%	$	137,089		8.00	%	$	171,361		10.00	%
Tier 1 capital (to risk-weighted assets)		216,110		12.61	%		68,544		4.00	%		102,817		6.00	%
Tier 1 capital (to average assets)		216,110		9.56	%		90,394		4.00	%		112,993		5.00	%
Risk Weighted Assets		1,713,612
Average Assets for Tier 1		2,259,856
The Company
Total capital (to risk-weighted assets)	$	239,557		13.95	%	$	137,360		8.00	%		171,700		10.00	%
Tier 1 capital (to risk-weighted assets)		231,088		13.46	%		68,680		4.00	%		103,020		6.00	%
Tier 1 capital (to average assets)		231,088		10.17	%		90,931		4.00	%		113,664		5.00	%
Risk Weighted Assets		1,717,003
Average Assets for Tier 1		2,273,275

Federal regulations require institutions to set aside specified amounts of cash as reserves against transaction and time deposits. At December 31, 2015 and 2014, the required cash reserves were satisfied by vault cash on hand and amounts due from correspondent banks.

         On November 2, 2012, the Company announced a common stock repurchase program for up to 2.2 million shares. The original repurchase plan was in effect until November 1, 2014. On October 29, 2014, the Company’s board of directors approved a new share repurchase program. This plan is in effect for two years and permits the Company to effect the repurchases from time to time through a combination of open market repurchases, privately negotiated transactions, accelerated share repurchase transactions, and other derivative transactions. The specific timing and amount of repurchases depend on general market conditions, the trading of stock, regulatory, legal, and contractual requirements and the Company’s financial performance. During 2015, the Company repurchased 201,651 shares of Common Stock in open market transactions under the repurchase program at an average price of $6.69 per share, and during 2014 the Company repurchased 136,743 common shares, at an average price of $6.56 per share, in each case in open market transactions under the repurchase program.

         The Company must obtain Federal Reserve Board approval prior to repurchasing its Common Stock in excess of 10% of its net worth during any twelve-month period unless the Company (i) both before and after is "well capitalized"; (ii) is “well managed”; and (iii) is not the subject of any unresolved supervisory issues. Although the payment of dividends and repurchase of stock by the Company are subject to certain requirements and limitations of North Carolina corporate law, except as set forth in this paragraph, neither the NC Commissioner nor the FDIC have promulgated any regulations specifically limiting the right of the Company to pay dividends or repurchase shares. However, the ability of the Company to pay dividends or repurchase shares may be dependent upon the Company's receipt of dividends from the Bank.

Under the laws of the State of North Carolina, provided the Bank does not make distributions that reduce its capital below its applicable required capital, the board of directors of the Bank may declare such distributions out of undivided profits as the directors deem proper.As noted above, the Bank would also be prohibited from declaring any dividend the payment of which would result in the Bank becoming undercapitalized. Finally, an undercapitalized institution is generally prohibited from paying dividends to its shareholders.

As part of Citizens South’s Plan of Conversion and Reorganization in May 2002, it established a memo liquidation account in an amount equal to its equity at the time of the conversion of approximately $44 million for the benefit of eligible account holders and supplemental eligible account holders who continue to maintain their accounts at Citizens South Bank after the conversion. In accordance with the memo liquidation account, in the event of a complete liquidation of Citizens South Bank, each eligible account holder and supplemental eligible account holder would be entitled to receive a distribution from the liquidation account in an amount proportionate to the current adjusted qualifying balances for accounts then held. In connection with the Citizens South merger and the subsequent merger of Citizens South Bank into the Bank, the Bank assumed this memo liquidation account. This liquidation account is reviewed and adjusted annually. The value of the liquidation account was $6.6 million at December 31, 2015 and $7.6 million at December 31, 2014.

109

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 14 – LEASES

The Company has noncancelable operating leases extending to the year 2026 pertaining to bank premises. Some of these leases provide for the payment of property taxes and insurance and contain various renewal options. These renewal options are at substantially the same basis as current rental terms. The exercise of these options is dependent on future events. Accordingly, the following summary does not reflect possible additional payments due if renewal options are not exercised.

Future minimum lease payments, by year and in the aggregate, under noncancelable operating leases with initial or remaining terms in excess of one year are as follows:

2016	$	2,147
2017		2,096
2018		1,952
2019		1,830
2020		1,777
Thereafter		5,772
Total	$	15,574

Rent expense for the years ended December 31, 2015, 2014 and 2013 was $2.2 million, $2.8 million and $1.3 million, respectively.

NOTE 15 – OFF-BALANCE SHEET RISK

In the normal course of business, the Company is party to financial instruments with off-balance sheet risk necessary to meet the financing needs of customers. These financial instruments include commitments to extend credit, undisbursed lines of credit and letters of credit. The instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the Consolidated Balance Sheets. The contract amounts of these instruments express the extent of involvement the Company has in these financial instruments.

Commitments to extend credit and undisbursed lines of credit are agreements to lend to a customer as long as there is no violation of conditions established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The fair value of these commitments is immaterial at December 31, 2015 and 2014.

Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company, upon extension of credit is based on management’s credit evaluation of the borrower. Collateral obtained varies but may include real estate, stocks, bonds, and certificates of deposit. In management’s opinion, these commitments represent no more than normal lending risk to the Company and will be funded from normal sources of liquidity.

A summary of the contract amount of the Company’s exposure to off-balance sheet risk as of December 31, 2015 is as follows:

	Contractual
	Amount
Financial instruments whose contract amounts represent credit risk:
Undisbursed lines of credit	$	514,813
Standby letters of credit		9,124
Commercial letters of credit		267

110

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 16 – DERIVATIVE FINANCIAL INSTRUMENTS AND HEDGING ACTIVITIES

The Company uses certain derivative instruments, including interest rate floors, swaps and foreign exchange contracts to meet the needs of its customers while managing the interest rate risk associated with certain transactions. The following table summarizes the derivative financial instruments utilized by the Company:

		December 31, 2015						December 31, 2014
				Estimated Fair Value						Estimated Fair Value
	Balance Sheet Location	Notional Amount		Gain		Loss		Notional Amount		Gain		Loss
Cash flow hedges:
Interest rate contracts:	Other assets and other liabilities
Pay fixed swaps with counterparty		$	70,000	$	-	$	3,788	$	70,000	$	-	$	2,414
Fair value hedges:
Interest rate contracts:
Pay fixed rate swaps with counterparty	Other liablities		23,118		-		344		24,792		-		440
Not designated as hedges:
Customer-related interest rate contracts:
Matched interest rate swaps with borrower	Other assets		97,571		3,174		-		35,289		1,154		-
Matched interest rate swaps with counterparty	Other liabilities		97,571		-		3,174		35,289		-		1,154
Matched foreign exchange contract with borrower	Other assets		662		19		-		-		-		-
Matched foreign exchange contract with counterparty	Other liabilities		662		-		19		-		-		-
			196,466		3,193		3,193		70,578		1,154		1,154
Total derivatives		$	289,584	$	3,193	$	7,325	$	165,370	$	1,154	$	4,008

The Company entered into an interest rate swap agreement during October 2013 with a notional amount of $20.0 million. This derivative instrument is used to protect the Company from future interest rate risk on a portion of its floating rate FHLB borrowings. This derivative instrument is a $20.0 million three-year forward starting, five-year interest rate swap with an effective date of October 21, 2016. The instrument carries a fixed rate of 3.439% with quarterly payments commencing in January 2017. This derivative instrument is accounted for as a cash flow hedge with effective changes in fair market value recorded in other comprehensive income net of tax. This derivative instrument is carried at a fair market value of $(1.4) million and $(939) thousand at December 31, 2015 and December 31, 2014, respectively, and is included in other liabilities.

The Company entered into three interest rate swap agreements during December 2013 with an aggregate notional amount of $50.0 million. These derivative instruments are used to protect the Company from future interest rate risk related to a seven-year commitment of floating rate broker-dealer sweep accounts through a brokered deposit program. These derivative instruments are a combination of a $12.5 million forward starting, five-year interest rate swap; a $12.5 million forward starting, seven-year interest rate swap; and a $25.0 million two-year forward starting swap. Effective dates for these derivative instruments are January 2, 2014, January 2, 2014 and January 4, 2016, respectively. These instruments carry a fixed rate of 1.688% with monthly payments commencing February 3, 2014, a fixed rate of 2.341% with monthly payments commencing February 3, 2014, and a fixed rate of 3.104% with monthly payments commencing February 1, 2016, respectively. These derivative instruments are accounted for as cash flow hedges with effective changes in fair market value recorded in other comprehensive income net of tax. These derivative instruments are carried at a fair market value of $(2.4) million and $(1.5) million at December 31, 2015 and December 31, 2014, respectively, and are included in other liabilities. In January 2016, the $25.0 million two-year forward starting swap was terminated, resulting in a $1.9 million breakage fee. This breakage fee will be amortized into interest expense over the remaining life of the underlying instruments of approximately 60 months.

At December 31, 2015, the Company had loan swaps, with an aggregate notional amount of $23.1 million, accounted for as fair value hedges in accordance with ASC 815, Derivatives and Hedging. These derivative instruments are used to protect the Company from interest rate risk caused by changes in the LIBOR curve in relation to certain designated fixed rate loans. The derivative instruments are used to convert these fixed rate loans to an effective floating rate. If the variable rate is below the stated fixed rate of the loan for a given period, the Company will owe the floating rate payer the notional amount times the difference between the variable rate and the stated fixed rate. If the variable rate is above the stated rate for any given period during the term of the contract, the Company will receive payments based on the notional amount times the difference between the variable rate and the stated fixed rate. At December 31, 2014, the Company had loan swaps, with an aggregate notional amount of $26.1 million, accounted for as fair value hedges.

111

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

To meet the needs of the Company’s customers, at December 31, 2015 the Company had interest rate swap agreements in place to convert certain fixed-rate receivables to floating rates. To offset this interest rate risk, the Company has entered into substantially identical agreements with a third party to swap these fixed rate agreements into variable rates. The interest rate swaps are used to provide the customer fixed rate financing while managing interest rate risk and were not designated as hedges. The interest rate swaps pay and receive interest based on a floating rate based on one month LIBOR plus credit spread, with payments being calculated on the notional amount. The interest rate swaps are settled monthly, with varying maturities. The interest rate swaps had a notional amount of $97.6 million at December 31, 2015 representing the amount of fixed-rate receivables outstanding and variable rate liabilities outstanding, and are included in other assets and other liabilities at their fair values of $2.9 million. All changes in fair value are recorded as other income within non-interest income. Fair values for interest rate swap agreements are based upon the amounts required to settle the contracts.

There were seven interest rate swap agreements to cover certain fixed-rate receivables to floating rates and certain fixed-rate obligations to floating rates at December 31, 2014. The interest rate swaps had a notional amount of $35.3 million at December 31, 2014, representing the amount of fixed-rate receivables outstanding and liabilities outstanding, and are included in other assets and other liabilities at their fair values of $1.2 million. All changes in fair value are recorded as other income within non-interest income.

In 2015, the Company entered into foreign exchange contracts to convert Euros to U.S. Dollars on behalf of the Company’s customers. To offset this foreign exchange risk, the Company has entered into substantially identical agreements with a third party to hedge these foreign exchange contracts. The contracts are used to offset exposure to foreign currency risk associated with non-U.S. dollar transactions. The foreign exchange contracts had a notional amount of $662 thousand at December 31, 2015 representing the amount of contracts outstanding in U.S. dollars, and are included in other assets and other liabilities at their fair value of $19 thousand. All changes in fair value are recorded as other noninterest income and other noninterest expense.

The following table details the location and amounts recognized in the Consolidated Statements of Income and Statement of Comprehensive Income:

	Effective Portion
	Pre-tax Gain (Loss) Recognized in OCI								Location of Amounts Reclassified	Pre-tax Gain (Loss) Reclassified from AOCI into Income
	2015			2014			2013		from AOCI into Income	2015		2014		2013
Cash flow hedges:
Interest rate contracts	$	(1,788	)	$	(3,381	)	$	545	Total interest expense	$	414	$	422	$	-

		Pre-tax Gain (Loss)
	Location of Amounts	Recognized in Income
	Recognized in Income	2015			2014			2013
Fair value hedges:
Interest rate contracts
Pay fixed rate swaps with counterparty	Total interest income	$	(399	)	$	(261	)	$	(175	)
Not designated as hedges:
Client-related interest rate contracts	Other income	$	(134	)	$	(78	)	$	-
		$	(533	)	$	(339	)	$	(175	)

As a result of the unfavorable position of outstanding swap instruments at December 31, 2015 and December 31, 2014, the Company posted collateral of approximately $10.5 million and $6.7 million, respectively, with the related counterparties.

112

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 17 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The before and after tax amounts allocated to each component of other comprehensive income (loss) are presented in the following table. Reclassification adjustments related to securities available for sale are included in gain (loss) on sale of securities available-for-sale in the accompanying consolidated statements of income. Amortization of net unrealized losses on securities transferred to held-to-maturity are included in interest income on taxable investment securities in the accompanying Consolidated Statements of Income.

	December 31, 2015									December 31, 2014
	Before Tax Amount			Tax Expense (Benefit)			Net of Tax Amount			Before Tax Amount			Tax Expense (Benefit)			Net of Tax Amount
Securities available for sale and transferred securities:
Change in net unrealized gains (losses) during the period	$	(1,150	)	$	(435	)	$	(715	)	$	10,464		$	3,893		$	6,571
Change in net unrealized loss on securities transferred to held to maturity		356		$	139			217			(2,055	)		(773	)		(1,282	)
Reclassification adjustment for net gains recognized in net income		(54	)		(20	)		(34	)		(180	)		(67	)		(113	)
Total securities available for sale and transferred securities		(848	)		(316	)		(532	)		8,229			3,053			5,176
Derivatives:
Change in the accumulated loss on effective cash flow hedge derivatives		(1,788	)		(674	)		(1,114	)		(3,381	)		(1,269	)		(2,112	)
Reclassification adjustment for interest payments		414			156			258			422			159			263
Total derivatives		(1,374	)		(518	)		(856	)		(2,959	)		(1,110	)		(1,849	)
Total other comprehensive income (loss)	$	(2,222	)	$	(834	)	$	(1,388	)	$	5,270		$	1,943		$	3,327

The following table presents activity in accumulated other comprehensive income (loss), net of tax, by component for the periods indicated.

	Securities Available for Sale			Securities Transferred from Available for Sale to Held to Maturity			Derivatives			Accumulated Other Comprehensive Income (Loss)
Balance, January 1, 2015	$	1,313		$	(1,282	)	$	(1,506	)	$	(1,475	)
Other comprehensive income (loss) before reclassifications		(498	)		-			(1,114	)		(1,613	)
Amounts reclassified from accumulated other comprehensive income (loss)		(34	)		-			258			225
Transfer of securities from available for sale to held to maturity		(217	)		217			-			-
Net other comprehensive income (loss) during the period		(749	)		217			(856	)		(1,388	)
Balance, December 31, 2015	$	564		$	(1,065	)	$	(2,362	)	$	(2,863	)
Balance, January 1, 2014	$	(5,145	)	$	-		$	343		$	(4,802	)
Other comprehensive income (loss) before reclassifications		5,289			-			(2,112	)		3,177
Amounts reclassified from accumulated other comprehensive income (loss)		(113	)		-			263			150
Transfer of securities from available for sale to held to maturity		1,282			(1,282	)		-			-
Net other comprehensive income (loss) during the period		6,458			(1,282	)		(1,849	)		3,327
Balance, December 31, 2014	$	1,313		$	(1,282	)	$	(1,506	)	$	(1,475	)

NOTE 18 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company is required to disclose the estimated fair value of financial instruments, both assets and liabilities on and off the balance sheet, for which it is practicable to estimate fair value. These fair value estimates are made at each balance sheet date, based on relevant market information and information about the financial instruments. Fair value estimates are intended to represent the price at which an asset could be sold or the price for which a liability could be settled in an orderly transaction between market participants at the measurement date. However, given there is no active market or observable market transactions for many of the Company’s financial instruments, the Company has made estimates of many of these fair values which are subjective in nature, involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimated values. The methodologies used for estimating the fair value of financial assets and financial liabilities are discussed below:

Cash and Cash Equivalents – Cash and cash equivalents, which are comprised of cash and due from banks, interest-earning balances at banks and Federal funds sold, approximate their fair value.

113

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Investment Securities Available-for-Sale and Investment Securities Held-to-Maturity - Fair value for investment securities is based on the quoted market price if such information is available. If a quoted market price is not available, fair values are based on quoted market prices of comparable instruments.

Nonmarketable Equity Securities – Cost is a reasonable estimate of fair value for nonmarketable equity securities because no quoted market prices are available and the securities are not readily marketable. The carrying amount is adjusted for any other than temporary declines in value.

Loans Held for Sale - For certain homogenous categories of loans, such as residential mortgages, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics.

Loans, net of allowance - The fair value of other types of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Further adjustments are made to reflect current market conditions. There is no discount for liquidity included in the expected cash flow assumptions.

FDIC Indemnification Asset – The fair values for the FDIC indemnification asset are estimated based on discounted future cash flows using current discount rates.

Accrued Interest Receivable - The carrying amount is a reasonable estimate of fair value.

Deposits - The fair value of deposits with no stated maturities, including demand deposits, savings, money market and NOW accounts, is the amount payable on demand at the reporting date. The fair value of deposits that have stated maturities, primarily time deposits, is estimated by discounting expected cash flows using the rates currently offered for instruments of similar remaining maturities.

Borrowings - The fair values of short-term and long-term borrowings are based on discounting expected cash flows at the interest rate for debt with the same or similar remaining maturities and collateral requirements.

Junior Subordinated Debentures – The fair value of fixed rate subordinated debentures is estimated using a discounted cash flow calculation that applies the Company’s current borrowing rate. The carrying amounts of variable rate borrowings are reasonable estimates of fair value because they can reprice frequently.

Accrued Interest Payable - The carrying amount is a reasonable estimate of fair value.

Derivative Instruments – Derivative instruments, including interest rate swaps and swap fair value hedges, are recorded at fair value on a recurring basis. Fair value measurement is based on discounted cash flow models. All future floating cash flows are projected and both floating and fixed cash flows are discounted to the valuation date.

Financial Instruments with Off-Balance Sheet Risk - With regard to financial instruments with off-balance sheet risk discussed in Note 16 – Off-Balance Sheet Risk, it is not practicable to estimate the fair value of future financing commitments.

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Securities available-for-sale and derivative instruments are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record other assets at fair value on a nonrecurring basis. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

The Company groups assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.

Level 1     Valuation is based upon quoted prices for identical instruments traded in active markets.

Level 2 Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

114

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Level 3 Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques may include the use of option pricing models, discounted cash flow models and similar techniques.

The carrying amounts and estimated fair values of the Company’s financial instruments, none of which are held for trading purposes, are as follows at December 31:

					Fair Value Measurements
	Carrying		Estimated		Quoted Prices in Active Markets for Identical Assets or Liabilities		Significant Other Observable Inputs		Significant Unobservable Inputs
	Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
December 31, 2015:
Financial assets:
Cash and cash equivalents	$	70,526	$	70,526	$	70,526	$	-	$	-
Investment securities available-for-sale		384,934		384,934				383,434		1,500
Investment securities held-to-maturity		106,458		107,629		-		107,629		-
Nonmarketable equity securities		11,366		11,366		-		11,366		-
Loans held for sale		4,943		4,943		-		4,943		-
Loans, net of allowance		1,732,751		1,674,081		-		32,117		1,641,964
FDIC indemnification asset		943		925		-		-		925
Accrued interest receivable		5,082		5,082		-		5,082		-
Derivative instruments		3,193		3,193		-		3,193		-
Financial liabilities:
Deposits with no stated maturity		1,412,882		1,412,882		-		1,412,882		-
Deposits with stated maturities		539,780		541,823		-		541,823		-
Borrowings		239,262		239,159		-		239,159		-
Accrued interest payable		515		515		-		515		-
Derivative instruments		7,325		7,325		-		7,325		-
December 31, 2014:
Financial assets:
Cash and cash equivalents	$	51,390	$	51,390	$	51,390	$	-	$	-
Investment securities available-for-sale		375,683		375,683		1,712		372,401		1,570
Investment securities held-to-maturity		115,741		117,627		-		117,627		-
Nonmarketable equity securities		11,532		11,532		-		11,532		-
Loans held for sale		11,602		11,602		-		11,602		-
Loans, net of allowance		1,572,431		1,514,294		-		28,800		1,485,494
FDIC indemnification asset		3,964		3,802		-		-		3,802
Accrued interest receivable		4,467		4,467		-		4,467		-
Financial liabilities:
Deposits with no stated maturity		1,309,973		1,309,973		-		1,309,973		-
Deposits with stated maturities		541,381		543,728		-		543,728		-
Borrowings		203,583		203,207		-		203,207		-
Accrued interest payable		398		398		-		398		-
Derivative instruments		4,008		4,008		-		4,008		-

115

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The following is a description of valuation methodologies used for assets and liabilities recorded at fair value:

Investment Securities - Investment securities available-for-sale are recorded at fair value on a recurring basis. Investment securities held-to-maturity are valued at quoted market prices or dealer quotes similar to securities available for sale. Fair value measurement is based upon quoted prices, if available. If quoted prices are not available, fair values are measured using independent pricing models or other model-based valuation techniques such as present value of future cash flows, adjusted for the security’s credit rating, prepayment assumptions and other factors such as credit loss assumptions. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange, United States Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include MBS issued by government-sponsored entities or private label entities, municipal bonds and corporate debt securities that are valued using quoted prices for similar instruments in active markets. Securities classified as Level 3 include a corporate debt security in a less liquid market whose value is determined by reference to the going rate of a similar debt security if it were to enter the market at period end. The derived market value requires significant management judgment and is further substantiated by discounted cash flow methodologies.

Derivative Instruments - Derivative instruments held or issued by the Company for risk management purposes are traded in over-the-counter markets where quoted market prices are not readily available. For those derivatives, the Company uses a third party to measure the fair value on a recurring basis. The Company classifies derivative instruments held or issued for risk management purposes as Level 2. As of December 31, 2015, the Company’s derivative instruments consist of interest rate swaps, swap fair value hedges and foreign exchange contracts. As of December 31, 2014, the Company’s derivative instruments consist of interest rate swaps and swap fair value hedges.

Loans - Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures it for the estimated impairment. The fair value of impaired loans is estimated using one of several methods, including collateral value, discounted cash flows or a pooled probability of default and loss given default calculation. Those impaired loans not requiring a specific allowance represent loans for which the fair value exceeds the recorded investments in such loans. Impaired loans where a specific allowance is established based on the fair value of collateral require classification in the fair value hierarchy. The Company records such impaired loans as nonrecurring Level 3.

The Company recorded loans involved in fair value hedges at fair market value on a recurring basis. The Company does not record other loans at fair value on a recurring basis.

Loans held for sale – Loans held for sale are adjusted to lower of cost or market upon transfer from the loan portfolio to loans held for sale. Subsequently, loans held for sale are carried at the lower of carrying value or fair value. Fair value is based upon independent market prices, appraised values of the collateral, management’s estimation of the value of the collateral or commitments on hand from investors within the secondary market for loans with similar characteristics. The fair value adjustments for loans held for sale are recorded as nonrecurring Level 2.

Other real estate owned - OREO is adjusted to fair value upon transfer of the loans to OREO. Subsequently, OREO is carried at the lower of carrying value or fair value less costs to sell. Fair value is based upon independent market prices, appraised values of the collateral or management’s estimation of the value of the collateral. When the fair value of the collateral is measured due to further deterioration in the value of the OREO since initial recognition, the Company records the foreclosed asset as nonrecurring Level 3.

116

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value on a recurring basis at December 31, 2015 and 2014:

	Quoted Prices in		Significant			Significant
	Active Markets for		Other			Unobservable		Assets/
	Identical Assets		Observable Inputs			Inputs		Liabilities
Description	(Level 1)		(Level 2)			(Level 3)		at Fair Value
2015 recurring
U.S. Government agencies	$	-	$	514		$	-	$	514
Municipal securities		-		14,796			-		14,796
Residential agency pass-through securities		-		131,460			-		131,460
Residential collateralized mortgage obligations		-		151,631			-		151,631
Commercial mortgage-backed obligations		-		4,756			-		4,756
Asset-backed securities		-		79,120			-		79,120
Corporate and other securities		-		-			1,500		1,500
All other equity securities		1,157		-			-		1,157
Fair value loans		-		32,117			-		32,117
Derivative instruments		-		(4,132	)		-		(4,132	)
2014 recurring
U.S. Government agencies	$	-	$	537		$	-	$	537
Municipal securities		-		12,851			-		12,851
Residential agency pass-through securities		-		147,015			-		147,015
Residential collateralized mortgage obligations		-		144,080			-		144,080
Commercial mortgage-backed obligations		-		4,868			-		4,868
Asset-backed securities		-		61,050			-		61,050
Corporate and other securities		-		2,000			1,570		3,570
All other equity securities		1,712		-			-		1,712
Fair value loans		-		28,800			-		28,800
Derivative instruments		-		(2,854	)		-		(2,854	)

Securities measured on a Level 3 recurring basis at December 31, 2015 include a corporate debt security whose value is determined by the going rate of a similar debt security if it were to enter the market at period end with additional liquidity discounts applied due to a smaller available market. There were no transfers between valuation levels for any accounts for the years ended December 31, 2015 and 2014. If different valuation techniques are deemed necessary, the transfers will be considered to occur at the end of the period that the accounts are valued.

The following is a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2015 and 2014.

	Securities
	Available
	For Sale
Fair value, January 1, 2013	$	415
Transfer out of level 3		(415	)
Fair value, December 31, 2013		-
Security acquired from Provident Community		1,435
Change in unrealized gain recognized in other comprehensive income		135
Fair value, December 31, 2014		1,570
Change in unrealized gain recognized in other comprehensive income		(70	)
Fair value, December 31, 2015	$	1,500

117

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Assets Recorded at Fair Value on a Nonrecurring Basis

The Company may be required, from time to time, to measure certain other financial assets at fair value on a nonrecurring basis in accordance with GAAP. These adjustments to fair value usually result from application of lower of cost or market accounting or impairment charges of individual assets. Processes are in place for overseeing the valuation procedures for Level 3 measurements of OREO and impaired loans. The assets are reviewed on a quarterly basis to determine the accuracy of the observable inputs, generally third party appraisals, auction values, values derived from trade publications and data submitted by the borrower, and the appropriateness of the unobservable inputs, generally discounts due to current market conditions and collection issues. Discounts are based on asset type and valuation source; deviations from the standard are documented. The discounts are periodically reviewed to determine whether they remain appropriate. Consideration is given to current trends in market values for the asset categories and gain and losses on sales of similar assets.

Discounts range from 0% to 100% depending on the nature of the assets and source of value. Real estate is valued based on appraisals or evaluations, discounted by 8% at a minimum with higher discounts for property in poor condition or property with characteristics that may make it more difficult to market. Commercial loans secured by receivables or non-real estate collateral are generally valued using the discounted cash flow method. Inputs are determined on a borrower-by-borrower basis.

Impaired loans and related write-downs are based on the fair value of the underlying collateral if repayment is expected solely from the collateral or using a pooled probability of default and loss given default calculation. Collateral values are reviewed quarterly and estimated using customized discounting criteria and appraisals.

Other real estate owned is based on the lower of the cost or fair value of the underlying collateral less expected selling costs. Collateral values are estimated primarily using appraisals and reflect a market value approach. Fair values are reviewed quarterly and new appraisals are generally obtained annually.

118

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The following table sets forth by level, within the fair value hierarchy, the Company’s assets at fair value on a nonrecurring basis at December 31, 2015 and 2014:

Fair Value on a Nonrecurring Basis

	Quoted Prices
	in Active		Significant
	Markets for		Other		Significant
	Identical		Observable		Unobservable		Assets/
	Assets		Inputs		Inputs		(Liabilities)
Description	(Level 1)		(Level 2)		(Level 3)		at Fair Value
December 31, 2015
OREO	$	-	$	-	$	5,451	$	5,451
Impaired loans:
Commercial and industrial		-		-		-		-
CRE - owner-occupied		-		-		-		-
CRE - investor income producing		-		-		365		365
AC&D - lots, land, & development		-		-		-		-
Other commercial		-		-		-		-
Residential mortgage		-		-		725		725
HELOC		-		-		-		-
Residential construction		-		-		251		251
Other loans to individuals		-		-		-		-
December 31, 2014
OREO	$	-	$	-	$	7,408	$	7,408
Impaired loans:
Commercial and industrial		-		-		208		208
CRE - owner-occupied		-		-		56		56
CRE - investor income producing		-		-		353		353
AC&D - lots, land, & development		-		-		-		-
Other commercial		-		-		148		148
Residential mortgage		-		-		954		954
HELOC		-		-		570		570
Residential construction		-		-		357		357
Other loans to individuals		-		-		78		78

The following table presents the decrease in value of OREO, which is measured at fair value on a nonrecurring basis, for which a fair value adjustment has been included in the income statement. These items represent write-downs of OREO based on the appraised value of collateral.

	December 31,
	2015			2014
OREO	$	(694	)	$	(604	)

In accordance with accounting for foreclosed property, the carrying value of OREO is periodically reviewed and written down to fair value and any loss is incurred in earnings. During the year ended December 31, 2015, OREO with a carrying value of $6.1 million was written down by $694 thousand to $5.4 million. During the year ended December 31, 2014, OREO with a carrying value of $8.1 million was written down by $604 thousand to $7.4 million.

119

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The table below presents the valuation methodology and unobservable inputs for Level 3 assets measured at fair value on a nonrecurring basis at December 31, 2015.

									Weighted
	Fair Value		Valuation Methodology	Unobservable Inputs	Range of Inputs				Average Discount
OREO	$	5,451	Appraisals	Discount to reflect current market conditions		0%	-	59%		2.15	%
Impaired loans		1,341	Collateral based measurements	Discount to reflect current market conditions and ultimate collectability		0%	-	100%		24.45	%
	$	6,792

NOTE 19 – EMPLOYEE AND DIRECTOR BENEFIT PLANS

Employment Contracts - Employment agreements are used from time to time to ensure a stable and competent management base. The Company’s Chief Executive Officer, Chief Financial Officer, President, and Chief Risk Officer are each subject to an employment agreement. Each executive’s agreement is for an initial term of three years and is subject to automatic one-year renewals on the third anniversary of its initial effective date and each successive anniversary unless either party provides timely notice of non-renewal.The agreements provide for benefits as spelled out in the contracts and cannot be terminated by the Board of Directors, except for cause, without prejudicing the officers’ rights to receive certain vested rights, including compensation. In the event of a change in control of the Company and in certain other events, as defined in the agreements, the Company or any successor to the Company will be bound to the terms of the contracts.

The Company has inherited from its mergers a number of individual deferred compensation and supplemental retirement agreements with certain employees, former employees and former directors who were previously officers or directors of the predecessor company that provide for salary continuation benefits upon retirement. These individual agreements also provide for benefits in the event of early retirement, death or substantial change in control of the Company. The expense associated with these plans was $421 thousand, $431 thousand and $460 thousand for the years ended December 31, 2015, 2014 and 2013, respectively. The total liability associated with these assumed supplemental retirement plans was $8.1 million and $8.3 million as of December 31, 2015 and 2014, respectively.

To assist funding the above liabilities, the acquired entities had insured the lives of certain current and former directors and officers. Earnings on those policies are used to offset employee benefit expenses. The Company also purchased and owns Bank-Owned Life Insurance (“BOLI”) policies on certain key officers of the Company, including the Chief Executive Officer, the Chief Financial Officer, the President and the Chief Risk Officer. The Company is the current owner and beneficiary of the policies and has the right to exercise all incidents of ownership. Cash surrender values of BOLI policies, including BOLI policies acquired in mergers, at December 31, 2015 and 2014 were $58.6 million and $57.7 million, respectively. In 2015, the Company received $1.6 million in death proceeds from three policies, resulting in $737 thousand of additional noninterest income. In 2014, the Company received $1.1 million in death proceeds from two policies, resulting in $651 thousand of additional noninterest income. There were no death proceeds received in 2013.

Certain BOLI policies acquired through mergers are subject to split dollar arrangements, wherein under separate agreement with the insured party, the insured party has the right to designate a beneficiary for an amount equal to 50 percent of the difference between the total policy death proceeds and the policy cash surrender value at the date of the employee’s death up to $100,000. For these split dollar arrangements, once vested in the benefit, the insured party has the right to continue to designate a beneficiary after retirement from the Company. As a result, the Company has recognized a liability as the split dollar arrangement effectively provides a post-employment retirement benefit after separation of service from the Company. The liability accrued for split dollar agreements that provide a post-retirement benefit at December 31, 2015 and 2014 was $2.1 million and $2.0 million, respectively. The expense associated with these split dollar arrangements was $53 thousand, $304 thousand and $61 thousand for the years ended December 31, 2015, 2014, and 2013, respectively.

During 2013, the Company implemented a deferred compensation plan whereby certain employees and directors are given the option to defer compensation until retirement or separation of employment. Interest is accrued on the balances at the Wall Street Journal prime rate, 3.50% at December 31, 2015, with a floor of at least 0.50%.. The expense associated with this plan was $26 thousand, $23 thousand and $5 thousand for the years ended December 31, 2015, 2014 and 2013, respectively. The total liability accrued for the deferred compensation plan was $1.4 million and $871 thousand at December 31, 2015 and 2014, respectively.

120

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Retirement Savings - The Company has a profit sharing and 401(k) plan for the benefit of substantially all employees subject to certain minimum age and service requirements. Under this plan, the Company matches 100% of employee contributions to a maximum of 3% of annual compensation and 50% of employee contributions greater than 3% to a maximum of 6% of annual compensation, up to an annual compensation generally equal to the Internal Revenue Service’s compensation threshold in effect from time to time. At December 31, 2014, the Company’s profit sharing and 401(k) plan owned 88,411 shares of the Company’s Common Stock as a result of an investment election allowed under the Community Capital 401(k) savings plan, which has been merged into the Company’s plan. The Company no longer offers the Company’s Common Stock as an investment option in its 401(k) plan and all Company stock has been liquidated from the Company’s 401(k) plan.

The Company’s contribution expense under the profit sharing and 401(k) plan was $1.2 million, $1.1 million and $912 thousand for the years ended December 31, 2015, 2014 and 2013, respectively.

Share Based Plans - The Company maintains share-based plans for directors and employees. During 2010, the Board of Directors of the Bank adopted and shareholders approved, the Park Sterling Bank 2010 Stock Option Plan for Directors and the Park Sterling Bank 2010 Employee Stock Option Plan (the “2010 Plans”), which provided for an aggregate of 1,859,550 shares of Common Stock reserved for the granting of options. The 2010 Plans were substantially similar to the 2006 option plans for directors and employees, which provided for an aggregate of 990,000 of shares of Common Stock reserved for options. Upon effectiveness of the holding company reorganization on January 1, 2011, the Company assumed all outstanding options under the 2010 Plans and the 2006 plans, and the Company’s Common Stock was substituted as the stock issuable upon the exercise of options under these plans. As a result, there will be no further awards under the 2010 Plans. At December 31, 2015, there were options to purchase 1,868,122 shares of Common Stock outstanding under these plans.

Also during 2010, the Board of Directors of the Company adopted and shareholders approved the Park Sterling Corporation 2010 Long-Term Incentive Plan for directors and employees ( the “2010 LTIP”), which was effective upon the holding company reorganization and replaced the 2010 Plans. The 2010 LTIP provided for an aggregate of 1,016,400 of shares of Common Stock reserved for issuance to employees and directors in connection with stock options, restricted stock awards, and other stock-based awards. At December 31, 2015, there were options to purchase 108,340 shares of Common Stock and 652,165 unvested restricted stock awards outstanding under the 2010 LTIP. The 2010 LTIP was frozen upon effectiveness of the Company’s 2014 Long Term Incentive Plan (described below), and no future awards may be made thereunder.

In March 2014, the Board of Directors of the Company adopted and in May 2014 shareholders approved the Park Sterling Corporation 2014 Long-Term Incentive Plan for directors and employees (the “2014 LTIP”), which replaced the 2010 LTIP. An aggregate of 1,000,000 of shares of Common Stock, plus any shares subject to an award granted under the 2010 LTIP that was outstanding on March 26, 2014 that may expire, be forfeited or otherwise terminate unexercised, have been reserved for issuance to employees and directors under the 2014 LTIP in connection with stock options, restricted stock awards, and other stock-based awards. The 2014 LTIP will expire on May 23, 2024 and no awards may be made after that date. At December 31, 2015, there were 307,140 unvested restricted stock awards outstanding under the 2014 LTIP.

As a result of the Citizens South merger, at the effective date of the merger, the Company assumed the awards outstanding under the Citizens South Bank 1999 Stock Option Plan (the “1999 Citizens South Plan”) and the Citizens South Banking Corporation 2008 Equity Incentive Plan (the “2008 Citizens South Plan”), each of which has been renamed as a Park Sterling Corporation plan.

In addition, under the 2008 Citizens South Plan, the Company retained the right to grant future non-qualified stock options and, stock appreciation rights (“SARs”) to eligible employees and directors of, or service providers to, the Company or the Bank who were not employees or directors of or service providers to the Company or the Bank at the effective time of the merger. Stock options and SARS are evidenced by an award agreement that specifies, as applicable, the number of shares, date of grant, exercise price, vesting period and expiration date, and other information. Awards under the this plan have an exercise price at least equal to the fair market value of the Common Stock on the grant date, cannot be exercised more than 10 years after the grant date and generally expire or are forfeited upon termination of employment prior to the end of the award term, except in limited circumstances such as death, disability, retirement or change in control. The 2008 Citizens South Plan was frozen in May 2014 upon effectiveness of the 2014 LTIP, and as a result no future awards may be made under the plan. At December 31, 2015, there were options to purchase 117,713 shares of Common Stock outstanding under the 2008 Citizens South Plan.

The 1999 Citizens South Plan was frozen at the time of merger, and no future awards could be granted under this plan thereafter. At December 31, 2015, there were options to purchase 318 shares of Common Stock outstanding under the 1999 Citizens South Plan.

121

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

The exercise price of each option under these plans is not less than the market price of the Company’s Common Stock on the date of the grant. The exercise price of all options outstanding at December 31, 2015 under these plans ranges from $3.04 to $15.45 and the average exercise price was $7.43. The Company funds the option shares from authorized but unissued shares. The Company does not typically purchase shares to fulfill the obligations of the stock benefit plans. Options granted become exercisable in accordance with the plans’ vesting schedules which are generally three years. All unexercised options expire ten years after the date of the grant.

As contemplated during the Public Offering, in 2011 the Company awarded certain stock price performance-based restricted shares under the 2010 LTIP to officers and directors following the holding company reorganization. During 2013, 13,860 of these restricted shares were forfeited, and there were no forfeitures of these restricted shares during 2014 or 2015. At December 31, 2015, there were 554,400 stock price performance-based restricted shares outstanding, which will vest one-third each when the Company’s stock price per share reaches the following performance thresholds for 30 consecutive trading days: (i) 125% of offer price ($8.13); (ii) 140% of offer price ($9.10); and (iii) 160% of offer price ($10.40). These anti-dilutive restricted shares are issued (and thereby have voting rights), but are not included in earnings per share calculations until they vest (and thereby have economic rights).

122

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Activity in the Company’s share-based plans is summarized in the following tables:

	Outstanding Options
				Weighted					Weighted		Weighted
				Average					Average		Average
	Number			Exercise		Non-Vested			Exercise		Contractual		Intrinsic
	Outstanding			Price		Options			Price		Term (Years)		Value
At December 31, 2012		3,119,692		$	7.84		550,192		$	6.28		5.27	$	102,762
Options granted		-			-		-			-
Exercised		(60,942	)		5.09		-			-
Expired and forfeited		(833,199	)		9.34		(1,667	)		4.99
Options vested		-			-		(499,079	)		6.39
At December 31, 2013		2,225,551		$	7.35		49,446		$	5.19		5.65	$	1,471,095
Options granted		17,500			6.70		17,500			6.70
Options exercised		(54,199	)		4.67		-			-
Expired and forfeited		(26,512	)		9.07		(4,999	)		4.46
Options vested		-			-		(42,780	)		5.28
At December 31, 2014		2,162,340		$	7.40		19,167		$	6.39		4.69	$	1,668,621
Options granted		-			-		-			-
Options exercised		(38,160	)		4.90		-			-
Expired and forfeited		(29,687	)		9.19		-			-
Options vested		-			-		(7,500	)		6.33
At December 31, 2015		2,094,493		$	7.43		11,667		$	6.70		3.73	$	1,518,937
Exercisable at December 31, 2015		2,082,826		$	7.43							3.71

	Nonvested Restricted Shares
				Weighted
				Average		Aggregate
	Number			Grant Date		Intrinsic
	Outstanding			Fair Value		Value
At December 31, 2012		646,260		$	4.01	$	3,379,940
Restricted shares granted		174,000			5.70		1,242,360
Expired and forfeited		(23,860	)		4.59		(170,360	)
Restricted shares vested		(26,001	)		4.75		(185,644	)
Change in intrinsic value of stock price based performance grants		-			-		1,048,712
At December 31, 2013		770,399		$	4.35		5,315,008
Restricted shares granted		238,613			6.53		1,753,806
Expired and forfeited		(7,250	)		5.67		(53,287	)
Restricted shares vested		(80,667	)		5.40		(592,906	)
Change in intrinsic value of stock price based performance grants		-			-		347,428
At December 31, 2014		921,095		$	4.81		6,770,049
Restricted shares granted		220,100			6.72		1,555,287
Expired and forfeited		(26,852	)		5.96		(1,134,881	)
Restricted shares vested		(155,038	)		6.40		(196,527	)
Change in intrinsic value of stock price based performance grants		-			-		(27,633	)
At December 31, 2015		959,305		$	5.02		6,966,295

123

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

There were 17,500 options granted during 2014. The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The average grant date fair value per share of options granted in 2014 was $6.70. There were no stock options granted during 2015 or 2013. Assumptions used for grants in 2014 were as follows:

Assumptions in Estimating Option Values

	2014
Weighted-average volatility		38.6%	-	39.0%
Expected dividend yield			1%
Risk-free interest rate			2.22%
Expected life (years)			7

The fair value of options vested was $20 thousand, $100 thousand and $1.3 million for the years ended December 31, 2015, 2014 and 2013, respectively.

There were 220,100, 238,613 and 174,000 shares of restricted stock granted during 2015, 2014 and 2013, respectively. The average grant date fair value of restricted shares granted in 2015, 2014 and 2013 was $6.72, $6.53 and $5.70, respectively.

The Company recognized compensation expense for share based compensation plans of $1.2 million, $1.1 million and $1.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. At December 31, 2015, unrecognized compensation expense related to non-vested stock options of $20 thousand was expected to be recognized over a weighted-average period of 0.72 years and unrecognized compensation expense related to restricted shares of $1.8 million was expected to be recognized over a weighted-average period of 1.02 years. At December 31, 2014, unrecognized compensation expense related to non-vested stock options of $41 thousand was expected to be recognized over a weighted-average period of 1.07 years and unrecognized compensation expense related to restricted shares of $1.7 million was expected to be recognized over a weighted average period of 0.87 years.

NOTE 20 – SUMMARIZED QUARTERLY INFORMATION (UNAUDITED)

A summary of selected quarterly financial information for 2015 and 2014 follows:

	2015 Quarter Ended (unaudited)								2014 Quarter Ended (unaudited)
	4th		3rd		2nd		1st		4th			3rd			2nd			1st
	Quarter		Quarter		Quarter		Quarter		Quarter			Quarter			Quarter			Quarter
Total interest income	$	22,240	$	22,429	$	22,458	$	22,185	$	22,348		$	22,586		$	21,157		$	19,206
Total interest expense		2,263		2,067		1,842		1,759		1,792			1,854			2,078			1,931
Net interest income		19,977		20,362		20,616		20,426		20,556			20,732			19,079			17,275
Provision for loan losses		409		-		134		180		(420	)		(484	)		(365	)		(17	)
Net interest income after provision		19,568		20,362		20,482		20,246		20,976			21,216			19,444			17,292
Noninterest income		4,523		4,927		4,292		4,501		3,351			3,138			3,978			3,486
Noninterest expense		18,363		18,419		18,232		19,139		19,307			20,648			18,236			15,743
Income before taxes		5,728		6,870		6,542		5,608		5,020			3,706			5,186			5,035
Income tax expense		1,952		2,092		2,273		1,825		1,564			1,254			1,760			1,480
Net income	$	3,776	$	4,778	$	4,269	$	3,783	$	3,456		$	2,452		$	3,426		$	3,555
Basic earnings per common share	$	0.09	$	0.11	$	0.10	$	0.09	$	0.08		$	0.06		$	0.08		$	0.08
Diluted earnings per common share	$	0.09	$	0.11	$	0.10	$	0.09	$	0.08		$	0.06		$	0.08		$	0.08

124

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

NOTE 21 – PARK STERLING CORPORATION (PARENT COMPANY ONLY)

Condensed financial statements for Park Sterling Corporation (Parent Company Only) follow:

Condensed Balance Sheets

	December 31,			December 31,
	2015			2014
ASSETS
Cash and due from banks	$	31,447		$	3,203
Investment securities available-for-sale, at fair value		11,486			12,851
Investment in banking subsidiary		298,037			284,473
Nonmarketable equity securities		1,146			1,146
Other assets		625			208
Total assets	$	342,741		$	301,881
LIABILITIES AND SHAREHOLDERS' EQUITY
Junior subordinated debt	$	24,262		$	23,583
Senior unsecured term loan		30,000			-
Accrued interest payable		102			75
Accrued expenses and other liabilities		3,673			3,118
Total liabilities		58,037			26,776
Shareholders' equity:
Common stock	$	44,854		$	44,860
Additional paid-in capital		222,596			222,819
Accumulated earnings		20,117			8,901
Accumulated other comprehensive loss		(2,863	)		(1,475	)
Total shareholders' equity		284,704			275,105
Total liabilities and shareholders' equity	$	342,741		$	301,881

125

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Condensed Statements of Income

	December 31, 2015			December 31, 2014			December 31, 2013
Income
Other interest income	$	541		$	688		$	756
Gain (loss) on sale of securities available-for-sale		-			276		$	(41	)
Other income		-			1			-
Total income		541			965			715
Expense
Interest expense		1,440			1,252			958
Other operating expense		2,291			1,209			557
Total expense		3,731			2,461			1,515
Loss before income taxes and equity in undistributed earnings of subsidiary		(3,190	)		(1,496	)		(800	)
Income tax expense		(961	)		(679	)		(528	)
Net loss before equity in undistributed earnings of subsidiary		(2,229	)		(817	)		(272	)
Preferred dividends		-			-			353
Equity in undistributed earnings of subsidiary		18,835			13,706			15,577
Net income to common shareholders	$	16,606		$	12,889		$	14,952

126

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

Condensed Statements of Cash Flow

	December 31, 2015			December 31, 2014			December 31, 2013
Cash flows from operating activities
Net income	$	16,606		$	12,889		$	15,305
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Equity in undistributed earnings in banking subsidiary		(19,796	)		(14,385	)		(16,105	)
Amortization (accretion) of investment securities available-for-sale		14			(34	)		14
Other depreciation and amortization, net		679			614			482
Loss on disposal of premises and equipment		-			11			-
Net (gains) losses on sales of investment securities available-for-sale		-			(276	)		41
Change in assets and liabilities:
(Increase) decrease in other assets		(417	)		246			(118	)
Increase in accrued interest payable		27			(1,324	)		-
Increase (decrease) in other liabilities		615			264			(22	)
Net cash used for operating activities		(2,272	)		(1,995	)		(403	)
Cash flows from investing activities
Proceeds from maturities and call of investment securities available-for-sale		1,200			1,625			-
Proceeds from sales of investment securities available-for-sale		-			2,405			8
Acquisition of Provident Community		-			(6,493	)		-
Net cash provided by (used for) investing activities		1,200			(2,463	)		8
Cash flows from financing activities
Purchase of common stock		(1,605	)		(1,027	)		(366	)
Proceeds from exercise of stock options		186			250			308
Proceeds from the issuance of senior unsecured term loan		30,000			-			-
Investment in banking subsidiary		-			21			245
Dividends on preferred stock		-			-			(353	)
Dividends on common stock		(5,390	)		(3,583	)		(1,789	)
Redemption of preferred stock		-			-			(20,500	)
Dividend from banking subsidiary		6,125			3,583			22,289
Net cash provided by (used for) financing activities		29,316			(756	)		(166	)
Net increase (decrease) in cash and cash equivalents		28,244			(5,214	)		(561	)
Cash and cash equivalents, beginning		3,203			8,417			8,978
Cash and cash equivalents, ending	$	31,447		$	3,203		$	8,417
Supplemental disclosure of noncash investing and financing activities:
Change in unrealized gain (loss) on available-for-sale securities, net of tax	$	(532	)	$	5,175		$	(8,343	)
Change in unrealized gain (loss) on cash flow hedge, net of tax		(856	)		(1,848	)		343

NOTE 22 – SUBSEQUENT EVENT

On January 28, 2016, the Company announced that its board of directors has declared a regular quarterly cash dividend to its common shareholders of $0.03 per common share, payable on February 23, 2016 to all shareholders of record as of the close of business on February 9, 2016. 

127

PARK STERLING CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(table amounts in thousands, except share data and per share amounts)

On January 1, 2016, the Company acquired First Capital pursuant to the Merger Agreement. Upon completion of the merger First Capital common shareholders had the right to receive either $5.54 in cash or 0.7748 Park Sterling shares for each First Capital share they held, subject to the limitation that the total consideration for shareholders had to consist of 30.0% in cash and 70.0% in Park Sterling shares; First Capital warrant holders had the right to receive either $1.77 in cash or 0.24755 Park Sterling shares for each First Capital warrant they held, subject to the limitation that the total consideration for warrant holders had to consist of 30.0% in cash and 70.0% in Park Sterling shares; and each outstanding option to purchase shares of First Capital common stock was converted into the right to receive cash equal to the product of (a) $5.54 minus the per share exercise price of such option, and (b) the number of shares of First Capital common stock subject to the option. After application of the elections made by the holders of First Capital’s common stock and warrants and the allocation procedures contained in the Merger Agreement, the aggregate merger consideration consisted of approximately 8,376,094 shares of the Company’s common stock and approximately $25.7 million in cash. Based upon the $7.32 per share closing price of the Company’s common stock on December 31, 2015, the transaction value was approximately $87.1 million.

The First Capital acquisition is being accounted for under the acquisition method of accounting with the Company treated as the acquirer. Under the acquisition method of accounting, the assets and liabilities of First Capital, as of January 1, 2016, will be recorded by the Company at their respective fair values, and the excess of the merger consideration over the fair value of First Capital's net assets will be allocated to goodwill. The book value of assets acquired was $626 million (unaudited) and liabilities assumed was $575 million (unaudited). The calculations to determine fair values were incomplete at the time of filing of this Annual Report on Form 10-K. Until the determination of the fair values is complete, it is impractical to include disclosures related to the fair value of the assets acquired and liabilities assumed as required by the accounting guidance.

128

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, the management of the Company, under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act.

Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective (1) to provide reasonable assurance that information required to be disclosed by the Company in the reports filed or submitted by it under the Exchange Act was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) to provide reasonable assurance that information required to be disclosed by the Company in such reports is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to management and the board of directors regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with United States generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on its assessment, management believes that, as of December 31, 2015, the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s internal control over financial reporting has been audited by Dixon Hughes Goodman LLP, an independent registered public accounting firm. Their report, which appears below, expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015.

Changes in Internal Control Over Financial Reporting

There was no change in the Company’s internal control over financial reporting that occurred during the fourth fiscal quarter of 2015 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders

Park Sterling Corporation

We have audited Park Sterling Corporation’s (the “Company”) internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Park Sterling Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements of Park Sterling Corporation as of and for the year ended December 31, 2015, and 2014 and for each of the years in the three year period ended December 31, 2015, and our report dated March 4, 2016, expressed an unqualified opinion on those consolidated financial statements.

/s/ DIXON HUGHES GOODMAN LLP

Charlotte, North Carolina

March 4, 2016

Item 9B. Other Information

None.

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Part III

Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors

The following persons currently serve as members of the Company’s Board of Directors:

Walter C. Ayers, Sr.

Retired President and Chief Executive Officer, Virginia Bankers Association.

Leslie M. Baker, Jr.

Chairman of the Board, Park Sterling Corporation and Park Sterling Bank.

Retired Chairman of the Board, Wachovia Corporation.

Larry W. Carroll

President, Carroll Financial Associates, Inc.

James. C. Cherry

Chief Executive Officer, Park Sterling Corporation and Park Sterling Bank.

Jean E. Davis

Retired head of Operations, Technology and e-Commerce, Wachovia Corporation.

Grant S. Grayson

Partner in the law firm of LeClairRyan, A Professional Corporation.

Patricia C. Hartung

Executive Director, Upper Savannah Council of Governments.

Thomas B. Henson

President and Chief Executive Officer, Henson-Tomlin Interests, LLC.

Senior Managing Partner, Southeastern Private Investment Fund.

Jeffrey S. Kane

Retired Senior Vice President in charge of Charlotte office, Federal Reserve Bank of Richmond.

Kim S. Price

Vice-Chairman of the Board, Park Sterling Corporation and Park Sterling Bank.

Former President and CEO of Citizens South Banking Corporation.

Ben R. Rudisill, II

President, Rudisill Enterprises, Inc. 

Robert G. Whitten

Co-owner and president of Whitten Brothers Holding Company.

Biographical information for each member of the Board of Directors can be found in the Company’s Proxy Statement for its 2016 Annual Meeting of Shareholders scheduled to be held on May 26, 2016 (the “2016 Proxy Statement”) under the caption “Election of Directors,” which section is incorporated herein by reference.

Executive Officers

The following persons have been designated as the Company’s executive officers:

James C. Cherry. Mr. Cherry, age 65, has served as Chief Executive Officer of the Company since its formation and of the Bank since its Public Offering. He retired as the Chief Executive Officer for the Mid-Atlantic Banking Region at Wachovia Corporation in 2006, and previously served as President of Virginia Banking, Head of Trust and Investment Management, and in various positions in North Carolina banking including Regional Executive, Area Executive, City Executive, Corporation Banking and Loan Administration Manager, and Retail Banking Branch Manager for Wachovia. Mr. Cherry was formerly Chairman of the Virginia Bankers Association. He is currently a director of Armada Hoffler Properties, Inc., a Virginia-based real estate company. Mr. Cherry has over 30 years of banking experience.

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Bryan F. Kennedy III. Mr. Kennedy, age 58, has been President of the Company since its formation and President of the Bank since its Public Offering. Prior to the Bank’s Public Offering, he served as President and Chief Executive Officer of the Bank since its formation in October 2006. Prior to helping organize the Bank in 2006, he served in various roles at Regions Bank, including President-North Carolina from November 2004 to January 2006, President-Charlotte from January 2003 to November 2004, and Executive Vice President from November 2001 to January 2003. From June 1991 to November 2001 he served initially as Senior Vice President and then as Executive Vice President of Park Meridian Bank, which was acquired by Regions Financial Corporation in November 2001. Mr. Kennedy serves on the Board of Directors of Cato Corporation, a publicly traded company. Mr. Kennedy has over 30 years of banking experience.

Donald K. Truslow. Mr. Truslow, age 57, has been Executive Vice President and Chief Financial Officer of the Company and the Bank since February 2016. Prior to joining the Bank, he served as Chief Risk Officer for M&T Bank Corporation, a financial services holding company with approximately $123 billion in total assets headquartered in Buffalo, New York, from February 2013 to September 2014. Prior thereto, he served as President of the Financial Stability Industry Council of The Financial Services Roundtable in Washington, D.C., from February 2011 to February 2013. Prior to joining The Financial Services Roundtable, he had an extensive 27 year career with Wachovia Corporation, including a tenure as Comptroller and Treasurer. His other roles at Wachovia included serving as Chief Risk Officer, Head of Middle Market Corporate Banking, Chief Credit Officer of Wachovia’s South Carolina Bank, and Manager of Loan Administration in International Banking. Mr. Truslow has over 30 years of banking experience.

Nancy J. Foster. Ms. Foster, age 54, has been Executive Vice President and Chief Risk Officer of the Company and the Bank since November 2010. Prior to joining the Bank, she was first Executive Vice President and Chief Credit Officer and then Executive Vice President and Chief Risk & Credit Officer of CIT Group from January 2007 to December 2009. She was Group Senior Vice President, Specialized Lending at LaSalle Bank/ABNAmro from March 2005 to January 2007, Group Senior Vice President, Credit Policy and Portfolio Management from August 2001 to March 2005, Group Senior Vice President and Chief Credit Officer, Asset Based Lending and Metropolitan Commercial Banking from 1999 to 2001, and Executive Vice President and Chief Credit Officer, Community Banks from 1993 to 1999. Ms. Foster previously held various lending and managerial roles in Middle Market Banking at LaSalle Bank. Ms. Foster has over 25 years of banking experience.

Mark S. Ladnier. Mr. Ladnier, age 57, has been Group Senior Vice President and Head of Operations and Information Technology since January 2014. Prior to joining the Bank, he was Senior Vice President and Southeast Market Leader for Premier Alliance, a professional services practice, from November 2012 to December 2013. Mr. Ladnier previously served as Executive Vice President and Chief Information Officer for Real Estate Lending at Wells Fargo Bank, N.A., from January 2009 to September 2011 and in a number of leadership roles at its predecessor company, Wachovia Bank, N.A., including Senior Vice President and Chief Information Officer for Lending Technology, Senior Vice President and Basel Program Director, and Senior Vice President and eCommerce Program Director, from January 1987 to December 2008. Mr. Ladnier has over 25 years of banking experience.

Code of Ethics

The Company has adopted a written Code of Ethics for Senior Financial Officers (the “Senior Code of Ethics”) that applies to the Company’s Chief Executive Officer (the principal executive officer), Chief Financial Officer (the principal financial officer), Chief Accounting Officer (the principal accounting officer), and Controller. The Company has also adopted a Code of Ethics (the “Code of Ethics”) that applies to all employees, officers and directors of the Company as well as any subsidiary company officers that are executive officers of the Company. The Senior Code of Ethics and Code of Ethics are available on the Company’s website at www.parksterlingbank.com and print copies are available to any shareholder that requests a copy. Any amendments to the Senior Code of Ethics or Code of Ethics, or waivers of these policies, to the extent applicable to the Chief Executive Officer, the Chief Financial Officer and the Chief Accounting Officer, will be disclosed on the Company’s website promptly following the date of such amendment or waiver, as applicable.

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Additional Information

The additional information required by this Item 10 appears under the captions “Election of Directors – Committees of the Board of Directors – Audit Committee,” “Corporate Governance Matters – Audit Committee Financial Expert”, “—Process for Nominating Potential Director Candidates” and “—Code of Ethics,” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2016 Proxy Statement, which sections are incorporated herein by reference.

Item 11.   Executive Compensation

The information required by this Item 11 appears under the captions “Election of Directors – Compensation of Directors”, “Compensation Discussion and Analysis”, “Compensation of Executive Officers”, “Compensation and Development Committee Interlocks and Insider Participation” and “Compensation and Development Committee Report on Executive Compensation” in the 2016 Proxy Statement, which sections are incorporated herein by reference.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item 12 regarding the security ownership of certain beneficial owners and management appears under the caption “Beneficial Ownership of Common Stock” in the 2016 Proxy Statement, which section is incorporated herein by reference. The following table sets forth summary information regarding the Company’s equity compensation plans as of December 31, 2015:

Equity Compensation Plan Information

	(a)		(b)		(c)
Plan category (1)	Number of securities to be issued upon exercise of outstanding options		Weighted -average exercise price of outstanding options		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by our shareholders		1,976,462	$	7.55		641,870
Equity compensation plans not approved by our shareholders (2)		117,713		5.33		-
Total		2,094,175	$	7.35		641,870

⁽¹⁾ This table does not include outstanding options to purchase 318 shares of the Company’s common stock that were assumed by the Company in connection with the Citizens South acquisition, which were originally issued under the Citizens South Bank 1999 Stock Option Plan (renamed the Park Sterling Bank 1999 Stock Option Plan). The weighted-average option price of these assumed options was $3.22 at December 31, 2015. No additional awards may be granted under this plan.

⁽²⁾ In connection with the Citizens South acquisition, the Company assumed and retained the ability to issue awards in accordance with applicable NASDAQ listing standards under the Citizens South Banking Corporation 2008 Equity Incentive Plan (renamed the Park Sterling Corporation 2008 Equity Incentive Plan (“2008 Citizens South Plan”), which was not approved by the Company’s shareholders but was previously approved by Citizens South’s stockholders prior to the acquisition. The 2008 Citizens South Plan was frozen in May 2014 upon the effectiveness of the Company’s 2014 Long-term Incentive Plan (“2014 LTIP”). As a result, no additional awards may be granted under this plan.

⁽³⁾ Represents shares available for issuance in connection with stock options, restricted stock awards and other stock-based awards under the 2014 LTIP.

A description of the Company’s equity compensation plans, including the material features of the 2008 Citizens South Plan, is presented in Note 19 – Employee and Director Benefit Plans to the Consolidated Financial Statements.

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Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 appears under the captions “Election of Directors – Committees of the Board of Directors”, “Corporate Governance – Director Independence” and “Transactions with Related Persons and Certain Control Persons” in the 2016 Proxy Statement, which sections are incorporated herein by reference.

Item 14. Principal Accounting Fees and Services

The information required by this Item 14 appears under the captions “Ratification of the Independent Registered Public Accounting Firm—Fees” and “—Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services by the Independent Registered Public Accounting Firm” in the 2016 Proxy Statement, which sections are incorporated herein by reference.

With the exception of the information expressly incorporated herein by reference, the 2016 Proxy Statement shall not be deemed filed as part of this report.

Part IV

Item 15. Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

(a) Financial statements, included in Part II, Item 8. “Financial Statements and Supplementary Data”:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Income

Consolidated Statements of Comprehensive Income

Consolidated Statements of Changes in Shareholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(b) Schedules: None

(c) Exhibits: The exhibits listed on the Exhibit Index of this Annual Report on Form 10-K are filed herewith or have been previously filed and are incorporated herein by reference to other filings.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.

PARK STERLING CORPORATION

March 4, 2016	By:	/s/ JAMES C. CHERRY
		James C. Cherry
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant and in the capacities indicated on March 4, 2016.

/S/ JAMES C. CHERRY	March 4, 2016
James C. Cherry
Chief Executive Officer and Director
(Principal Executive Officer)
/S/ DONALD K. TRUSLOW	March 4, 2016
Donald K. Truslow
Chief Financial Officer
(Principal Financial Officer)
/S/ SUSAN D. SABO	March 4, 2016
Susan D. Sabo
Chief Accounting Officer
(Principal Accounting Officer)
/S/ WALTER C. AYERS	March 4, 2016
Walter C. Ayers
Director
/S/ LESLIE M. BAKER JR.	March 4, 2016
Leslie M. Baker Jr.
Chairman of the Board
/S / LARRY W. CARROLL	March 4, 2016
Larry W. Carroll
Director
/S / JEAN E. DAVIS	March 4, 2016
Jean E. Davis
Director

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/S / GRANT S. GRAYSON	March 4, 2016
Grant S. Grayson
Director
/S / PATRICIA C. HARTUNG	March 4, 2016
Patricia C. Hartung
Director
/S/ THOMAS B. HENSON	March 4, 2016
Thomas B. Henson
Director
/S / JEFFREY S. KANE	March 4, 2016
Jeffrey S. Kane
Director
/S/ KIM S. PRICE	March 4, 2016
Kim S. Price
Director
/S / BEN R. RUDISILL, II	March 4, 2016
Ben R. Rudisill, II
Director
/S / ROBERT G. WHITTEN	March 4, 2016
Robert G. Whitten
Director

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Exhibit Index

Exhibit Number	Description of Exhibits
2.1	Agreement and Plan of Merger dated May 13, 2012 by and between Park Sterling Corporation and Citizens South Banking Corporation, incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed May 17, 2012
2.2	Agreement and Plan of Merger dated September 30, 2015 by and between Park Sterling Corporation and First Capital Bancorp, Inc., incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed October 29, 2015
3.1	Articles of Incorporation of the Company, as amended.
3.2	Bylaws of the Company, incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed January 13, 2011
4.1	Specimen Stock Certificate of the Company, incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed January 13, 2011
	The Company has certain long-term debt but has not filed the instruments evidencing such debt as part of Exhibit 4 as none of such instruments authorize the issuance of debt exceeding 10 percent of the total consolidated assets of the Company. The Company agrees to furnish a copy of each such agreement to the Securities and Exchange Commission upon request.
10.1	Employment Agreement by and between James C. Cherry and the Bank effective August 18, 2010, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed January 13, 2011*
10.2	Employment Agreement by and between Bryan F. Kennedy III and the Bank effective August 18, 2010, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed January 13, 2011*
10.3	Employment Agreement by and between David L. Gaines and the Bank effective August 18, 2010, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed January 13, 2011*
10.4	Employment Agreement by and between Nancy J. Foster and the Bank effective November 15, 2010, incorporated by reference to Exhibit 10.5 of the Company’s Annual Report on Form 10-K (File No. 001-35032) filed March 31, 2011*
10.5	Park Sterling Bank 2006 Employee Stock Option Plan and related form of award agreement, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed January 13, 2011*
10.6	Park Sterling Bank 2006 Stock Option Plan for Directors and related form of award agreement, incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed January 13, 2011*
10.7	Park Sterling Bank 2010 Employee Stock Option Plan and related form of award agreement, incorporated by reference to Exhibit 4.3 of the Company’s Registration Statement on Form S-8 (Registration No. 333-172016) filed February 2, 2011*
10.8	Park Sterling Bank 2010 Stock Option Plan for Directors and related form of award agreement, incorporated by reference to Exhibit 4.4 of the Company’s Registration Statement on Form S-8 (Registration No. 333-172016) filed February 2, 2011*
10.9	Park Sterling Corporation 2010 Long-Term Incentive Plan and related form of award agreements, incorporated by reference to Exhibit 10.8 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed January 13, 2011*

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10.10	Form of Non-Employee Director Nonqualified Stock Option Award Agreement pursuant to the Park Sterling Corporation 2010 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K (File No. 001-35032) filed March 31, 2011*
10.11	Form of Employee Restricted Stock Award Agreement pursuant to the Park Sterling Corporation 2010 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.13 of the Company’s Annual Report on Form 10-K (File No. 001-35032) filed March 31, 2011*
10.12	Form of Non-Employee Director Restricted Stock Award Agreement pursuant to the Park Sterling Corporation 2010 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.14 of the Company’s Annual Report on Form 10-K (File No. 001-35032) filed March 31, 2011*
10.13	Consulting Agreement between Kim S. Price and the Company, effective October 1, 2012, incorporated by reference to Exhibit 10.16 of the Company’s Annual Report on Form 10-K (File No. 001-35032) filed March 15, 2013*
10.14	Noncompetition Agreement by and between Kim S. Price and the Company, dated as of May 13, 2012, incorporated by reference to Exhibit 10.17 of the Company’s Annual Report on Form 10-K (File No. 001-35032) filed March 15, 2013*
10.15	Waiver and Settlement Agreement by and between Kim S. Price and the Company, dated as of May 13, 2012, incorporated by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K (File No. 001-35032) filed March 15, 2013*
10.16	Amended Deferred Compensation and Income Continuation Agreement between Citizens South Bank and Ben R. Rudisill, II dated March 15, 2004, incorporated by reference to Exhibit 10.23 of Citizen South Banking Corporation’s (“Citizens South”) Annual Report on Form 10-K (File No. 0-23971) filed March 16, 2005, as amended by the First Amendment thereto, incorporated by reference to Exhibit 10.7 of Citizens South’s Current Report on Form 8-K (File No. 0-23971) filed November 8, 2008*
10.17	Amended Director Retirement Agreement between Citizens South Bank and Ben R. Rudisill, II dated March 15, 2004, incorporated by reference to Exhibit 10.27 of Citizens South’s Annual Report on Form 10-K (File No. 0-23971) filed March 16, 2005, as amended by the First Amendment thereto, incorporated by reference to Exhibit 10.6 of Citizens South’s Current Report on Form 8-K (File No. 0-23971) filed November 8, 2008*
10.18	Purchase and Assumption Agreement – Whole Bank – All Deposits, dated as of April 15, 2011 among Citizens South Bank, the Federal Deposit Insurance Corporation as receiver of New Horizons Bank, East Ellijay, Georgia, and the Federal Deposit Insurance Corporation, incorporated by reference to Exhibit 2.1 of Citizens South’s Current Report on Form 8-K (File No. 0-23971) filed April 19, 2011
10.19	Purchase and Assumption Agreement – Whole Bank – All Deposits, dated as of March 19, 2010 among Citizens South Bank, the Federal Deposit Insurance Corporation as receiver of Bank of Hiawassee, Hiawassee, Georgia, and the Federal Deposit Insurance Corporation, incorporated by reference to Exhibit 2.1 of Citizens South’s Current Report on Form 8-K (File No. 0-23971) filed March 23, 2010
10.20	Park Sterling Bank Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35032) filed May 10, 2013*
10.21	Form of Non-Employee Director Restricted Stock Award Agreement (Time-Vesting) pursuant to the Park Sterling Corporation 2010 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35032) filed May 10, 2013*
10.22	Form of Employee Restricted Stock Award Agreement (Time-Vesting) pursuant to the Park Sterling Corporation 2010 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q (File No. 001-35032) filed May 10, 2013*
10.23	Park Sterling Corporation 2014 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-8 (File No. 333-196173) filed May 22, 2014*

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10.24	Form of Employee Restricted Stock Award Agreement (Time-Vesting) pursuant to the Park Sterling Corporation 2014 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed May 22, 2014*
10.25	Form of Non-Employee Director Restricted Stock Award Agreement (Time-Vesting) pursuant to the Park Sterling Corporation 2014 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed May 22, 2014*
10.26	Form of Nonqualified Stock Option Award Agreement pursuant to the Park Sterling Corporation 2014 Long-Term Incentive Plan, incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed May 22, 2014*
10.27	Senior Term Loan Agreement dated as of December 18, 2015 by and between Park Sterling Corporation and Capital Bank Corporation, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed December 22, 2015
10.28	Agreement and Release dated February 5, 2016 between David L. Gaines and Park Sterling Bank, incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (File No. 001-35032) filed February 9, 2016*
10.29	First Capital Bancorp, Inc. 2010 Stock Incentive Plan, incorporated by reference to Exhibit 10.1 of First Capital’s Registration Statement on Form S-8 (File No. 333-169202) filed September 3, 2010*
21.1	Subsidiaries of the Company
23.1	Consent of Dixon Hughes Goodman LLP
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	Interactive data files pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014; (ii) Consolidated Statements of Income for the fiscal years ended December 31, 2015, 2014 and 2013; (iii) Consolidated Statements of Comprehensive Income (Loss) for the fiscal years ended December 31, 2015, 2014 and 2013;(iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity for the fiscal years ended December 31, 2015, 2014 and 2013; (v) Condensed Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2015, 2014 and 2013; and (vi) Notes to Consolidated Financial Statements
	* Management contract or compensatory plan or arrangement

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