cade-10q_20170930.htm

(Former name, former address and former fiscal year, if changed since last report)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “accelerated filer”, “ large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

	September 30, 2017			December 31, 2016
(In thousands, except share data)	(unaudited)
ASSETS
Cash and due from banks	$	68,248		$	48,017
Interest-bearing deposits with banks		515,556			199,747
Federal funds sold		5,578			1,161
Total cash and cash equivalents		589,382			248,925
Securities available-for-sale		1,198,032			1,139,347
Securities held-to-maturity (estimated fair value of $451 and $463 at September 30, 2017 and December 31, 2016, respectively)		425			425
Other securities - FRB and FHLB stock		54,246			41,493
Loans held for sale		21,835			17,822
Loans		8,028,938			7,432,711
Less: allowance for credit losses		(94,765	)		(82,268	)
Net loans		7,934,173			7,350,443
Interest receivable		42,030			39,889
Premises and equipment, net		64,425			66,676
Other real estate owned		18,836			18,875
Cash surrender value of life insurance		107,393			105,834
Net deferred tax asset		61,395			83,662
Goodwill		317,817			317,817
Other intangible assets, net		11,307			14,874
Other assets		80,965			84,806
Total Assets	$	10,502,261		$	9,530,888
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Noninterest-bearing deposits	$	2,071,594		$	1,840,955
Interest-bearing deposits		6,429,508			6,175,794
Total deposits		8,501,102			8,016,749
Securities sold under agreements to repurchase		3,146			3,494
Federal Home Loan Bank advances		250,000			—
Senior debt		184,557			193,788
Subordinated debt		98,627			98,441
Junior subordinated debentures		36,353			35,989
Other liabilities		87,628			101,929
Total liabilities		9,161,413			8,450,390
Shareholders' Equity:
Common Stock $0.01 par value, authorized 300,000,000 shares; 83,625,000 and 75,000,000 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively		836			750
Additional paid-in capital		1,036,585			879,665
Retained earnings		320,276			232,614
Accumulated other comprehensive loss ("OCI")		(16,849	)		(32,531	)
Total shareholders' equity		1,340,848			1,080,498
Total Liabilities and Shareholders' Equity	$	10,502,261		$	9,530,888

See accompanying notes to the unaudited condensed consolidated financial statements.

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands, except per share data)	2017		2016		2017			2016
INTEREST INCOME
Interest and fees on loans	$	90,161	$	77,067	$	261,400		$	226,503
Interest and dividends on securities:
Taxable		4,610		3,866		13,089			12,420
Tax-exempt		3,280		2,386		10,079			5,623
Other interest income		1,452		1,335		3,929			3,636
Total interest income		99,503		84,654		288,497			248,182
INTEREST EXPENSE
Interest on time deposits		5,665		4,676		15,084			12,867
Interest on other deposits		7,413		4,604		19,530			13,170
Interest on borrowed funds		5,262		4,948		15,578			15,204
Total interest expense		18,340		14,228		50,192			41,241
Net interest income		81,163		70,426		238,305			206,941
Provision for credit losses		1,723		29,627		14,210			54,570
Net interest income after provision for credit losses		79,440		40,799		224,095			152,371
NONINTEREST INCOME
Service charges on deposit accounts		3,920		3,555		11,519			10,179
Other service fees		1,174		797		3,217			2,263
Credit related fees		3,306		2,690		8,794			7,870
Trust services revenue		4,613		3,959		14,428			12,000
Mortgage banking income		965		1,459		3,044			3,644
Investment advisory revenue		5,283		4,733		15,260			13,990
Securities gains (losses), net		1		1,386		(162	)		2,469
Other income		7,862		4,212		18,118			13,628
Total noninterest income		27,124		22,791		74,218			66,043
NONINTEREST EXPENSE
Salaries and employee benefits		35,007		31,086		103,956			96,929
Premises and equipment		7,419		7,130		21,292			20,507
Intangible asset amortization		1,136		1,607		3,567			4,977
Other expense		12,968		15,053		38,170			42,373
Total noninterest expense		56,530		54,876		166,985			164,786
Income before income taxes		50,034		8,714		131,328			53,628
Income tax expense		17,457		2,107		43,666			16,839
Net income	$	32,577	$	6,607	$	87,662		$	36,789
Weighted average common shares outstanding (Basic)		83,625,000		75,000,000		80,212,912			75,000,000
Weighted average common shares outstanding (Diluted)		83,955,685		75,258,375		80,558,337			75,258,375
Earnings per common share (Basic)	$	0.39	$	0.09	$	1.09		$	0.49
Earnings per common share (Diluted)	$	0.39	$	0.09	$	1.09		$	0.49

See accompanying notes to the unaudited condensed consolidated financial statements.

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands)	2017			2016			2017			2016
Net income	$	32,577		$	6,607		$	87,662		$	36,789
Other comprehensive income (loss), net of tax:
Net unrealized gains (losses) on securities available-for-sale:
Unrealized gains (losses) arising during the period (net of $(2,153), $3,352, $(8,844), and $(5,081) tax effect, respectively)		3,745			(5,741	)		15,308			8,704
Reclassification adjustments for (gains) losses realized in net income (net of $0, $511, $(60), and $910 tax effect, respectively)		(1	)		(875	)		102			(1,559	)
Net unrealized gains (losses) on securities available-for-sale		3,744			(6,616	)		15,410			7,145
Net unrealized gains (losses) on derivative instruments designated as cash flow hedges:
Unrealized gains (losses) arising during the period (net of $(202), $1,679, $(1,427), and $(10,196) tax effect, respectively)		344			(2,877	)		2,445			17,465
Reclassification adjustments for gains realized in net income (net of $151, $1,086, $1,269, and $3,070 tax effect, respectively)		(258	)		(1,859	)		(2,173	)		(5,258	)
Net change in unrealized gains (losses) on derivative instruments		86			(4,736	)		272			12,207
Other comprehensive income (loss), net of tax		3,830			(11,352	)		15,682			19,352
Comprehensive income (loss)	$	36,407		$	(4,745	)	$	103,344		$	56,141

See accompanying notes to the unaudited condensed consolidated financial statements.

(In thousands)	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated OCI			Total Shareholders' Equity
Balance, December 31, 2016	$	750	$	879,665	$	232,614	$	(32,531	)	$	1,080,498
Equity-based compensation cost		—		1,425		—		—			1,425
Net income		—		—		87,662		—			87,662
Other comprehensive income		—		—		—		15,682			15,682
Issuance of 8,625,000 common shares, net of issuance costs		86		155,495		—		—			155,581
Balance, September 30, 2017	$	836	$	1,036,585	$	320,276	$	(16,849	)	$	1,340,848

See accompanying notes to the unaudited condensed consolidated financial statements.

	Nine Months Ended September 30,
(In thousands)	2017			2016
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES	$	149,841		$	71,661
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of securities available-for-sale		(278,339	)		(743,203	)
Proceeds from sales of securities available-for-sale		152,256			259,250
Proceeds from maturities, calls and paydowns of securities available-for-sale		72,137			103,566
Proceeds from sale of commercial loans held for sale		—			328,840
Increase in loans, net		(613,993	)		(654,485	)
Purchase of premises and equipment		(5,734	)		(3,700	)
Proceeds from disposition of foreclosed property		6,721			24,872
Other, net		(22,430	)		14,890
Net cash used in investing activities		(689,382	)		(669,970	)
CASH FLOWS FROM FINANCING ACTIVITIES
Increase in deposits, net		484,365			930,011
Net change in securities sold under agreements to repurchase		(348	)		(909	)
Net change in short-term FHLB advances		250,000			(370,000	)
Purchase of senior debt		(9,600	)		(78	)
Proceeds from issuance of common stock		155,581			—
Net cash provided by financing activities		879,998			559,024
Net increase (decrease) in cash and cash equivalents		340,457			(39,285	)
Cash and cash equivalents at beginning of period		248,925			467,207
Cash and cash equivalents at end of period	$	589,382		$	427,922

See accompanying notes to the unaudited condensed consolidated financial statements.

Cadence Bancorporation (the “Company”) is a Delaware corporation and a bank holding company whose primary asset is its investment in its wholly owned subsidiary bank, Cadence Bank, N.A., a national banking association (the “Bank”).

The accompanying unaudited condensed consolidated financial statements for the Company have been prepared in accordance with instructions to the SEC Form 10-Q and Article 10 of Regulation S-X; therefore, they do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, comprehensive income, and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). All adjustments consisting of normally recurring accruals that, in the opinion of management, are necessary for a fair presentation of the consolidated financial position and results of operations for the periods covered by this report have been included. These interim financial statements should be read in conjunction with the audited consolidated financial statements and footnote disclosures for the Company previously filed with the SEC in the Company’s prospectus filed with the Securities and Exchange Commission on November 9, 2017 pursuant to Rule 424(b) of the Securities Act. Operating results for the period ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017.

The Company and its subsidiaries follow accounting principles generally accepted in the United States of America, including, where applicable, general practices within the banking industry. The consolidated financial statements include the accounts of the Company and its subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation. The assessment of whether or not the Company has a controlling interest (i.e., the primary beneficiary) in a variable-interest entity (“VIE”) is performed on an on-going basis. All equity investments in non-consolidated VIEs are included in “other assets” in the Company’s consolidated balance sheets (Note 20).

Certain amounts reported in prior years have been reclassified to conform to the 2017 presentation. These reclassifications did not materially impact the Company’s consolidated balance sheets or consolidated statements of income.

On March 30, 2017, the Board of Directors approved a 75-for-one stock split of the Company’s common stock. The stock split occurred on April 7, 2017. The effect of the stock split on outstanding shares and earnings per share has been retroactively applied to all periods presented.

The Bank operates under a national bank charter and is subject to regulation by the Office of the Comptroller of the Currency (OCC). The Bank provides lending services in Georgia and full banking services in five southern states: Alabama, Florida, Mississippi, Tennessee, and Texas.

The Company and the Bank also have certain other non-operating and immaterial subsidiaries.

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 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 susceptible to significant change in the near term are the allowance for credit losses, valuation of and accounting for acquired credit impaired loans, valuation of goodwill, intangible assets and deferred income taxes.

In March 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” Under ASU 2016-09, all excess tax benefits and tax deficiencies related to share-based payment awards should be recognized as income tax expense or benefit in the income statement during the period in which they occur. Previously, such amounts were recorded in the pool of excess tax benefits included in additional paid-in capital, if such pool was available. Because excess tax benefits are no longer recognized in additional paid-in capital, the assumed proceeds from applying the treasury stock method when computing earnings per share should exclude the amount of excess tax benefits that would have previously been recognized in additional paid-in capital. Additionally, excess tax benefits should be classified along with other income tax cash flows as an operating activity rather than a financing activity, as was previously the case. ASU 2016-09 also provides that an entity can make an entity-wide accounting policy election to either estimate the number of awards that are expected to vest (current GAAP) or account for forfeitures when they occur. ASU 2016-09 changes the threshold to qualify for equity classification (rather than as a liability) to permit withholding up to the maximum statutory tax rates (rather than the minimum as was previously the case) in the applicable jurisdictions. The adoption at January 1, 2017 of ASU 2016-09 did not have a significant impact on our financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (ASU 2014-09), which is intended to improve and converge the financial reporting requirements for revenue contracts with customers. Previous accounting guidance comprised broad revenue recognition concepts along with numerous industry-specific requirements. The new guidance establishes a five-step model which entities must follow to recognize revenue and removes inconsistencies and weaknesses in existing guidance. The banking industry does not expect significant changes because major sources of revenue are from financial instruments that have been excluded from the scope of the new standard (including loans, derivatives, debt and equity securities, etc.). ASU 2014-09 is effective for annual and interim periods beginning after December 15, 2017, and must be retrospectively applied. Entities will have the option of presenting prior periods as impacted by the new guidance or presenting the cumulative effect of initial application along with supplementary disclosures. We expect that ASU 2014-09 will require us to change how we recognize certain recurring revenue streams within insurance commissions and fees and other categories of noninterest income; however, we do not expect these changes to have a significant impact on our consolidated financial statements. We expect to adopt the standard in the first quarter of 2018 with a cumulative effect adjustment to opening retained earnings, if such adjustment is deemed to be significant.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities”. ASU 2016-1, among other things, (i) requires equity investments, with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (ii) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (iii) eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheets, (iv) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (v) requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (vi) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheets or the accompanying notes to the financial statements and (viii) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale. ASU 2016-01 will be effective for fiscal years and interim periods beginning after December 15, 2017. The Company does not expect this guidance will have a material effect on the Company’s consolidated balance sheets and consolidated statements of income.

In February 2016, the FASB issued ASU 2016-02, “Leases”. This ASU requires lessees to recognize lease assets and lease liabilities generated by contracts longer than a year on their balance sheets. The ASU also requires companies to disclose in the footnotes to their financial statements information about the amount, timing, and uncertainty for the payments they make for the lease agreements. ASU 2016-02 will be effective for annual periods and interim periods within those annual periods beginning after December 31, 2018. The Company is evaluating the effect of adopting this new accounting guidance.

In June 2016, the FASB has issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The guidance is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments. The guidance will replace the current incurred loss accounting model with an expected loss approach and requires the measurement of all expected credit losses for financial assets held at the reporting date

based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance requires enhanced disclosures to help investors and other financial statement users better understand significant estimates and judgments used in estimating credit losses, as well as the credit quality and underwriting standards of an organization’s portfolio. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company is evaluating the effect of adopting this new accounting guidance.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, in order to reduce current diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. ASU 2016-15 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. The Company is currently evaluating the impact of the ASU on the Company’s consolidated statement of cash flows. The Company is not expecting to early adopt the ASU.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business”, which introduces amendments that are intended to clarify the definition of a business to assist companies and other reporting organizations with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments are intended to narrow the current interpretation of a business. ASU No. 2017-01 will be effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those periods. The amendments will be applied prospectively on or after the effective date. Early application of the amendments in this ASU is allowed for transactions, including when a subsidiary or group of assets is deconsolidated/derecognized, in which the acquisition date occurs before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or made available for issuance. The Company is currently evaluating the effect of the ASU.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Therefore, any carrying amount which exceeds the reporting unit’s fair value (up to the amount of goodwill recorded) will be recognized as an impairment loss. ASU No. 2017-04 will be effective for annual reporting periods beginning after December 15, 2019, including interim reporting periods within those periods. The amendments will be applied prospectively on or after the effective date. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Based on recent goodwill impairments tests, which did not require the application of Step 2, the Company does not expect the adoption of this ASU to have an immediate impact.

In March 2017, the FASB issued ASU No. 2017-08, “Receivables-Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities”, which will shorten the amortization period for callable debt securities held at a premium to the earliest call date instead of the maturity date. The amendments do not require an accounting change for securities held at a discount, which will continue to be amortized to the maturity date. ASU No. 2017-08 will be effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within those periods. The amendments should be applied using a modified-retrospective transition method as of the beginning of the period of adoption. Early adoption is permitted, including adoption in an interim period. The Company is currently assessing this pronouncement and it is not expected to have a material impact on the Company’s financial condition or results of operations.

In August 2017, the FASB issued ASU 2017-12, “Derivatives and Hedging (Topic 815) - Targeted Improvements to Accounting for Hedging Activities.” ASU 2017-12 amends the hedge accounting recognition and presentation requirements in ASC 815 to improve the transparency and understandability of information conveyed to financial statement users about an entity’s risk management activities to better align the entity’s financial reporting for hedging relationships with those risk management activities and to reduce the complexity of and simplify the application of hedge accounting. ASU 2017-12 will be effective for periods beginning after December 15, 2018 and is not expected to have a significant impact on the Company’s financial condition or results of operations.

A summary of amortized cost and estimated fair value of securities available-for-sale and securities held-to-maturity at September 30, 2017 and December 31, 2016 is as follows:

			Gross		Gross
	Amortized		Unrealized		Unrealized		Estimated
(In thousands)	Cost		Gains		Losses		Fair Value
September 30, 2017
Securities available-for-sale:
U.S. Treasury securities	$	100,615	$	—	$	2,927	$	97,688
Obligations of U.S. government agencies		83,508		760		103		84,165
Mortgage-backed securities issued or guaranteed by U.S. agencies (MBS)
Residential pass-through:
Guaranteed by GNMA		112,328		1,049		842		112,535
Issued by FNMA and FHLMC		383,375		2,154		1,487		384,042
Other residential mortgage-backed securities		41,095		234		761		40,568
Commercial mortgage-backed securities		64,776		—		3,786		60,990
Total MBS		601,574		3,437		6,876		598,135
Obligations of states and municipal subdivisions		420,011		3,690		11,485		412,216
Other securities		5,714		248		134		5,828
Total securities available-for-sale	$	1,211,422	$	8,135	$	21,525	$	1,198,032
Securities held-to-maturity:
Obligations of states and municipal subdivisions	$	425	$	26	$	—	$	451

(In thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
December 31, 2016
Securities available-for-sale:
U.S. Treasury securities	$	100,736	$	—	$	3,951	$	96,785
Obligations of U.S. government agencies		97,340		508		320		97,528
Mortgage-backed securities issued or guaranteed by U.S. agencies (MBS)
Residential pass-through:
Guaranteed by GNMA		152,918		1,401		1,166		153,153
Issued by FNMA and FHLMC		267,035		1,499		3,206		265,328
Other residential mortgage-backed securities		48,076		375		890		47,561
Commercial mortgage-backed securities		66,720		—		4,107		62,613
Total MBS		534,749		3,275		9,369		528,655
Obligations of states and municipal subdivisions		438,655		870		28,713		410,812
Other securities		5,580		149		162		5,567
Total securities available-for-sale	$	1,177,060	$	4,802	$	42,515	$	1,139,347
Securities held-to-maturity:
Obligations of states and municipal subdivisions	$	425	$	38	$	—	$	463

The scheduled contractual maturities of securities available-for-sale and securities held-to-maturity at September 30, 2017 were as follows:

	Available-for-Sale				Held-to-Maturity
	Amortized		Estimated		Amortized		Estimated
(In thousands)	Cost		Fair Value		Cost		Fair Value
Due in one year or less	$	—	$	—	$	—	$	—
Due after one year through five years		108,620		105,798		425		451
Due after five years through ten years		20,818		21,133		—		—
Due after ten years		474,696		467,138		—		—
Mortgage-backed securities and other securities		607,288		603,963		—		—
Total	$	1,211,422	$	1,198,032	$	425	$	451

Proceeds from sales, gross gains and gross losses on sales of securities available for sale for the three and nine months ended September 30, 2017 and 2016 are presented below. There were no other-than-temporary impairment charges included in gross realized losses for the three and nine months ended September 30, 2017 and 2016. The specific identification method is used to reclassify gains and losses out of other comprehensive income at the time of sale.

Delaware		47-1329858
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

PART I: FINANCIAL INFORMATION		3

ITEM 1.	FINANCIAL STATEMENTS	3

	Condensed Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December 31, 2016	3
	Unaudited Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2017 and 2016	4
	Unaudited Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and 2016	5
	Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity for the Nine Months Ended September 30, 2017	6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	7
	Unaudited Notes to Condensed Consolidated Financial Statements	8

ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	44

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK	86

ITEM 4.	CONTROLS AND PROCEDURES	89

PART II: OTHER INFORMATION		90

ITEM 1.	LEGAL PROCEEDINGS	90

ITEM 1A.	RISK FACTORS	90

ITEM 2.	UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS	90

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	90

ITEM 4.	MINE SAFETY DISCLOSURES	90

ITEM 5.	OTHER INFORMATION	90

ITEM 6.	EXHIBITS	90

☐	Large accelerated filer	☐	Accelerated filer

☒	Non-accelerated filer	☐	Smaller reporting company

		☒	Emerging growth company

Class A Common Stock, $0.01 Par Value		83,625,000
Class		Outstanding as of November 14, 2017