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EX-32.01 - EXHIBIT 32.01 - ServisFirst Bancshares, Inc.v415974_ex32-01.htm
EX-32.02 - EXHIBIT 32.02 - ServisFirst Bancshares, Inc.v415974_ex32-02.htm
EX-31.01 - EXHIBIT 31.01 - ServisFirst Bancshares, Inc.v415974_ex31-01.htm
EX-31.02 - EXHIBIT 31.02 - ServisFirst Bancshares, Inc.v415974_ex31-02.htm
XML - IDEA: XBRL DOCUMENT - ServisFirst Bancshares, Inc.R9999.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark one)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2015

 

¨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 001-36452

 

SERVISFIRST BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware 26-0734029
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)

 

850 Shades Creek Parkway, Birmingham, Alabama 35209
(Address of Principal Executive Offices) (Zip Code)

 

(205) 949-0302

(Registrant's Telephone Number, Including Area Code)

 

Title of each class Name of exchange on which registered
Common stock, par value $.001 per share The NASDAQ Stock Market LLC

 

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

None

(Title of Class)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 x 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 during the  preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x 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 the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

 

Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ 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 x

 

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

 

Class Outstanding as of August 3, 2015
Common stock, $.001 par value 25,896,198

 

 
 

 

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION 3
Item 1. Consolidated Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 26
Item 3. Quantitative and Qualitative Disclosures about Market Risk 43
Item 4. Controls and Procedures 43
     
PART II. OTHER INFORMATION 44
Item 1 Legal Proceedings 44
Item 1A. Risk Factors 44
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 44
Item 3. Defaults Upon Senior Securities 44
Item 4. Mine Safety Disclosures 44
Item 5. Other Information 44
Item 6. Exhibits 44
     
EX-31.01  SECTION 302 CERTIFICATION OF THE CEO  
EX-31.02  SECTION 302 CERTIFICATION OF THE CFO  
EX-32.01  SECTION 906 CERTIFICATION OF THE CEO  
EX-32.02  SECTION 906 CERTIFICATION OF THE CFO  

 

2
 

 

PART 1. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

 

SERVISFIRST BANCSHARES, INC.

(In thousands, except share and per share amounts)

 

   June 30, 2015   December 31, 2014 
   (Unaudited)   (1) 
ASSETS          
Cash and due from banks  $49,731   $48,519 
Interest-bearing balances due from depository institutions   69,104    248,054 
Federal funds sold   17,622    891 
Cash and cash equivalents   136,457    297,464 
Available for sale debt securities, at fair value   305,985    298,310 
Held to maturity debt securities (fair value of $29,348 and $29,974 at June 30, 2015 and December 31, 2014, respectively)   29,023    29,355 
Restricted equity securities   4,954    3,921 
Mortgage loans held for sale   11,722    5,984 
Loans   3,863,734    3,359,858 
Less allowance for loan losses   (40,020)   (35,629)
Loans, net   3,823,714    3,324,229 
Premises and equipment, net   15,563    7,815 
Accrued interest and dividends receivable   11,905    11,214 
Deferred tax assets   16,637    15,716 
Other real estate owned and repossessed assets   8,235    6,840 
Bank owned life insurance contracts   90,281    86,288 
Goodwill and other identifiable intangible assets   18,060    - 
Other assets   20,003    11,543 
Total assets  $4,492,539   $4,098,679 
LIABILITIES AND STOCKHOLDERS' EQUITY          
Liabilities:          
Deposits:          
Noninterest-bearing  $926,577   $810,460 
Interest-bearing   2,802,555    2,587,700 
Total deposits   3,729,132    3,398,160 
Federal funds purchased   273,095    264,315 
Other borrowings   21,016    19,973 
Accrued interest payable   2,340    1,940 
Other liabilities   12,469    7,078 
Total liabilities   4,038,052    3,691,466 
Stockholders' equity:          
Preferred stock, Series A Senior Non-Cumulative Perpetual, par value $.001 (liquidation preference $1,000), net of discount; 40,000 shares authorized, 40,000 shares issued and outstanding at June 30, 2015 and at December 31, 2014   39,958    39,958 
Preferred stock, par value $.001 per share; 1,000,000 authorized and 960,000 currently undesignated   -    - 
Common stock, par value $.001 per share; 50,000,000 shares authorized; 25,826,198 shares issued and outstanding at June 30, 2015 and 24,801,518 shares issued and outstanding at December 31, 2014   26    25 
Additional paid-in capital   209,074    185,397 
Retained earnings   201,303    177,091 
Accumulated other comprehensive income   3,749    4,490 
Total stockholders' equity attributable to ServisFirst Bancshares, Inc.   454,110    406,961 
Noncontrolling interest   377    252 
Total stockholders' equity   454,487    407,213 
Total liabilities and stockholders' equity  $4,492,539    4,098,679 

 

(1) derived from audited financial statements

 

See Notes to Consolidated Financial Statements

 

3
 

 

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share amounts)

(Unaudited)

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2015   2014   2015   2014 
Interest income:                    
Interest and fees on loans  $42,105   $33,250   $80,751   $65,502 
Taxable securities   1,104    1,126    2,232    2,223 
Nontaxable securities   874    870    1,734    1,741 
Federal funds sold   24    38    101    80 
Other interest and dividends   102    140    174    159 
Total interest income   44,209    35,424    84,992    69,705 
Interest expense:                    
Deposits   3,512    3,027    6,782    6,041 
Borrowed funds   486    419    962    837 
Total interest expense   3,998    3,446    7,744    6,878 
Net interest income   40,211    31,978    77,248    62,827 
Provision for loan losses   4,062    2,438    6,467    4,752 
Net interest income after provision for loan losses   36,149    29,540    70,781    58,075 
Noninterest income:                    
Service charges on deposit accounts   1,276    1,057    2,483    1,925 
Mortgage banking   735    674    1,189    958 
Securities gains   -    -    29    - 
Increase in cash surrender value life insurance   660    546    1,308    1,082 
Other operating income   834    661    1,573    1,148 
Total noninterest income   3,505    2,938    6,582    5,113 
Noninterest expenses:                    
Salaries and employee benefits   10,426    9,098    19,434    16,795 
Equipment and occupancy expense   1,634    1,409    3,295    2,775 
Professional services   665    532    1,233    1,048 
FDIC and other regulatory assessments   626    528    1,246    1,045 
OREO expense   289    298    503    785 
Merger expense   -    -    2,100    - 
Other operating expenses   4,573    3,552    9,153    6,692 
Total noninterest expenses   18,213    15,417    36,964    29,140 
Income before income taxes   21,441    17,061    40,399    34,048 
Provision for income taxes   6,972    5,476    12,875    10,705 
Net income   14,469    11,585    27,524    23,343 
Preferred stock dividends   123    116    223    216 
Net income available to common stockholders  $14,346   $11,469   $27,301   $23,127 
                     
Basic earnings per common share  $0.56   $0.49   $1.07   $1.01 
                     
Diluted earnings per common share  $0.54   $0.46   $1.04   $0.97 

 

See Notes to Consolidated Financial Statements.

 

4
 

 

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2015   2014   2015   2014 
Net income  $14,469   $11,585   $27,524   $23,343 
Other comprehensive (loss) income, net of tax:                    
Unrealized holding (losses) gains arising during period from securities available for sale, net of tax of $399 and $390 for the three and six months ended June 30, 2015, respectively, and $528 and $753 for the three and six months ended June 30, 2014, respectively   (1,467)   996    (722)   1,414 
Reclassification adjustment for net gains on sale of securities in net income, net of tax of $0 and $10 for the three and six months ended June 30, 2015, respectively   -    -    (19)   - 
Other comprehensive (loss) income, net of tax   (1,467)   996    (741)   1,414 
Comprehensive income  $13,002   $12,581   $26,783   $24,757 

 

See Notes to Consolidated Financial Statements

 

5
 

 

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(In thousands, except share amounts)

(Unaudited)

 

   Preferred
Stock
   Common
Stock
   Additional
Paid-in
Capital
   Retained
Earnings
   Accumulated
Other
Comprehensive
Income
   Noncontrolling
Interest
   Total
Stockholders'
Equity
 
Balance, December 31, 2014  $39,958   $25   $185,397   $177,091   $4,490   $252   $407,213 
Common dividends paid, $0.06 per share   -    -    -    (1,539)   -    -    (1,539)
Common dividends declared, $0.06 per share   -    -    -    (1,550)   -    -    (1,550)
Preferred dividends paid   -    -    -    (223)   -    -    (223)
Issue 636,592 shares of common stock as consideration for Metro Bancshares, Inc. acquisition   -    1    19,355    -    -    -    19,356 
Issue 386,500 shares of common stock upon exercise of stock options   -    -    2,693    -    -    -    2,693 
Excess tax benefit on exercise and vesting of stock options   -    -    1,065    -    -    -    1,065 
Issue 125 shares of REIT preferred stock   -    -    -    -    -    125    125 
Stock-based compensation expense   -    -    564    -    -    -    564 
Other comprehensive income, net of tax   -    -    -    -    (741)   -    (741)
Net income   -    -    -    27,524    -    -    27,524 
Balance, June 30, 2015  $39,958   $26   $209,074   $201,303   $3,749   $377   $454,487 
                                    
Balance, December 31, 2013  $39,958   $7   $123,325   $130,011   $3,891   $-   $297,192 
Common dividends paid, $0.05 per share   -    -    -    (1,132)   -    -    (1,132)
Common dividends declared, $0.05 per share   -    -    -    (1,237)   -    -    (1,237)
Preferred dividends paid   -    -    -    (216)   -    -    (216)
3-for-1 common stock split, in the form of a stock dividend   -    17    (17)   -    -    -    - 
Issue 1,875,000 shares of common stock, net of issuance cost of $4,777   -    1    52,097    -    -    -    52,098 
Issue 250 shares of REIT preferred stock   -    -    -    -    -    250    250 
Exercise 824,000 stock options and warrants, including tax benefit   -    -    5,258    -    -    -    5,258 
Stock-based compensation expense   -    -    3,102    -    -    -    3,102 
Other comprehensive income, net of tax   -    -    -    -    1,414    -    1,414 
Net income   -    -    -    23,343    -    2    23,345 
Balance, June 30, 2014  $39,958   $25   $183,765   $150,769   $5,305   $252   $380,074 

 

See Notes to Consolidated Financial Statements

 

6
 

 

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2015 AND 2014

(In thousands) (Unaudited)

 

   2015   2014 
OPERATING ACTIVITIES          
Net income  $27,524   $23,343 
Adjustments to reconcile net income to net cash provided by:          
Deferred tax expense (benefit)   87    (2,561)
Provision for loan losses   6,467    4,752 
Depreciation   1,124    997 
Accretion on acquired loans   (1,120)   - 
Amortization of core deposit intangible    180    - 
Net amortization of debt securities available for sale   1,214    1,115 
(Increase) decrease in accrued interest and dividends receivable   (207)   576 
Stock-based compensation expense   564    3,102 
Increase in accrued interest payable   311    1,177 
Proceeds from sale of mortgage loans held for sale   61,717    64,463 
Originations of mortgage loans held for sale   (66,266)   (67,046)
Gain on sale of debt securities available for sale   (29)   - 
Gain on sale of mortgage loans held for sale   (1,189)   (958)
Net loss on sale of other real estate owned   41    272 
Write down of other real estate owned   188    289 
Losses on tax credit partnerships   76    - 
Increase in cash surrender value of life insurance contracts   (1,308)   (1,082)
Excess tax benefits from exercise of stock options and warrants   (1,065)   (355)
Net change in other assets, liabilities, and other operating activities   (4,273)   10,840 
Net cash provided by operating activities   24,036    38,924 
INVESTMENT ACTIVITIES          
Purchase of debt securities available for sale   (17,497)   (39,428)
Proceeds from sale of debt securities available for sale   16,738    - 
Proceeds from maturities, calls and paydowns of debt securities available for sale   20,611    13,209 
Purchase of debt securities held to maturity   (202)   - 
Proceeds from maturities, calls and paydowns of  debt securities held to maturity   534    1,096 
Purchase of equity securities   (534)   - 
Proceeds from sale of equity securities   -    320 
Increase in loans   (357,687)   (197,422)
Purchase of premises and equipment   (441)   (391)
Expenditures to complete construction of other real estate owned   (91)   - 
Proceeds from sale of other real estate owned and repossessed assets   2,665    5,431 
Net cash paid in acquisition of Metro Bancshares, Inc.   (12,883)   (1,530)
Net cash used in investing activities   (348,787)   (218,715)
FINANCING ACTIVITIES          
Net increase in noninterest-bearing deposits   68,839    78,707 
Net increase in interest-bearing deposits   86,379    59,293 
Net increase in federal funds purchased   6,605    6,690 
Repayment of Federal Home Loan Bank advances   (200)   - 
Proceeds from sale of common stock, net   -    52,098 
Proceeds from sale of preferred stock, net   125    250 
Proceeds from exercise of stock options and warrants   2,693    5,258 
Excess tax benefits from exercise of stock options and warrants   1,065    355 
Dividends paid on common stock   (1,539)   (1,132)
Dividends paid on preferred stock   (223)   (216)
Net cash provided by financing activities   163,744    201,303 
Net increase in cash and cash equivalents   (161,007)   21,512 
Cash and cash equivalents at beginning of year   297,464    258,415 
Cash and cash equivalents at end of year  $136,457   $279,927 
SUPPLEMENTAL DISCLOSURE          
Cash paid for:          
Interest  $7,344   $5,701 
Income taxes   14,855    6,993 
NONCASH TRANSACTIONS          
Other real estate acquired in settlement of loans  $1,850   $- 
Internally financed sales of other real estate owned   -    130 
Dividends declared   1,550    1,237 
Fair value of assets and liabilities from acquisition:          
Fair value of tangible assets acquired  $201,821   $- 
Other intangible assets acquired   18,143    - 
Fair value of liabilities assumed   (179,682)   - 
Total merger consideration   40,282    - 

 

See Notes to Consolidated Financial Statements

 

7
 

 

SERVISFIRST BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2015

(Unaudited)

 

NOTE 1 - GENERAL

 

The accompanying consolidated financial statements in this report have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, including Regulation S-X and the instructions for Form 10-Q, and have not been audited. These consolidated financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments necessary to present fairly the consolidated financial position and the consolidated results of operations for the interim periods have been made. All such adjustments are of a normal nature. The consolidated results of operations are not necessarily indicative of the consolidated results of operations which ServisFirst Bancshares, Inc. (the “Company”) may achieve for future interim periods or the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Form 10-K for the year ended December 31, 2014. The Company’s wholly-owned subsidiary, ServisFirst Bank, is referred to herein as the “Bank.”

 

As a result of its acquisition of Metro Bancshares, Inc. (“Metro”) on January 31, 2015, the Company adopted a new critical accounting policy related to goodwill and other identifiable intangible assets during the first quarter of 2015 as follows:

 

Goodwill and Other Identifiable Intangible Assets – Other identifiable intangible assets include a core deposit intangible recorded in connection with the acquisition of Metro. The core deposit intangible is being amortized over 7 years and the estimated useful life is periodically reviewed for reasonableness.

 

The Company tests its goodwill for impairment annually unless interim events or circumstances make it more likely than not that an impairment loss has occurred. Impairment is defined as the amount by which the implied fair value of the goodwill is less than the goodwill’s carrying value. Impairment losses, if incurred, would be charged to operating expense. For the purposes of evaluating goodwill, the Company has determined that it operates only one reporting unit.

 

All reported amounts are in thousands except share and per share data.

 

NOTE 2 - ACQUISITION

 

On January 31, 2015, the Company completed its acquisition of Metro and Metro Bank, its wholly-owned bank subsidiary, for an aggregate of $20.9 million in cash and 636,592 shares of Company common stock. The acquisition of Metro was the Company’s entrance into the greater Atlanta, Georgia area and added two banking offices.

 

8
 

 

The following table provides a summary of the assets acquired and liabilities assumed as recorded by Metro, the fair value adjustments necessary to adjust those acquired assets and assumed liabilities to estimated fair value, and the resultant fair values of those assets and liabilities as recorded by the Company.

 

   January 31, 2015 
   As recorded by
Metro
   Preliminary
Fair value
adjustment
(1)
   As recorded by
the Company
 
   (In Thousands) 
Assets acquired:               
Cash and cash equivalents  $8,043   $-   $8,043 
Debt securities   29,333    (164)a   29,169 
Equity securities   499    -    499 
Loans   152,869    (3,874)b   148,995 
Allowance for loan losses   (1,621)   1,621b   - 
Premises and equipment, net   7,606    831c   8,437 
Accrued interest receivable   484    -    484 
Deferred taxes   754    (54)d   700 
Other real estate owned   2,373    (25)e   2,348 
Bank owned life insurance contracts   2,685    -    2,685 
Core deposit intangible   -    2,090f   2,090 
Other assets   364    -    364 
Total assets acquired  $203,389   $425   $203,814 
Liabilities assumed:               
Deposits  $175,236   $518g  $175,754 
Federal funds purchased   2,175    -    2,175 
Other borrowings   1,400    (4)h   1,396 
Accrued interest payable   89    -    89 
Other liabilities   268    -    268 
Total liabilities assumed  $179,168   $514   $179,682 
Net assets acquired  $24,221   $(89)  $24,132 
Consideration Paid:               
Cash            $(20,926)
Stock             (19,356)
Total consideration paid             (40,282)
Goodwill            $16,150 

 

(1)The Company’s acquisition of Metro Bancshares, Inc. closed on January 31, 2015. Accordingly, each of the fair value adjustments shown are preliminary estimates of the purchase accounting adjustments. Management is continuing to evaluate each of these fair value adjustments and may revise one or more of them in future periods based on this continuing evaluation. During the second quarter of 2015, the fair value of other real estate owned was adjusted down by $280,000 to reflect the price received in an unsolicited offer to buy the property by a third party. During the second quarter of 2015, premises and equipment was written down by $41,000 to reflect the price received from a third party buyer of a piece of unimproved land held by the Company. To the extent that any of the preliminary fair value adjustments are revised in future periods, the resultant fair values and the amount of goodwill recorded by the Company will change.

 

Explanation of preliminary fair value adjustments:

a-Adjustment reflects the fair value adjustment based on the Company’s pricing of the acquired debt securities portfolio.
b-Adjustment reflects the fair value adjustment based on the Company’s evaluation of the acquired loan portfolio and to eliminate the recorded allowance for loan losses.
c-Adjustment reflects the fair value adjustment based on the Company’s evaluation of the premises and equipment acquired.
d-Adjustment reflects the differences in the carrying values of acquired assets and assumed liabilities for financial statement purposes and their basis for federal income tax purposes.
e-Adjustment reflects the fair value adjustment based on the Company’s evaluation of the other real estate owned acquired.
f-Adjustment reflects the fair value adjustment for the core deposit intangible asset recorded as a result of the acquisition.
g-Adjustment reflects the fair value adjustment based on the Company’s evaluation of the acquired deposits.
h-Adjustment reflects the fair value adjustment based on the Company’s evaluation of the assumed debt.

 

The estimated fair value of the purchased credit impaired loans acquired in the Metro transaction on January 31, 2015 was $5.1 million, which amount is immaterial to the Company’s consolidated financial statements.

 

Pro forma financial information is not provided because such amounts are immaterial to the Company’s consolidated financial statements.

 

NOTE 3 - CASH AND CASH EQUIVALENTS

 

Cash on hand, cash items in process of collection, amounts due from banks, and federal funds sold are included in cash and cash equivalents.

 

NOTE 4 - EARNINGS PER COMMON SHARE

 

Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options and warrants.

 

9
 

 

   Three Months Ended June 30,   Six Months Ended June 30, 
   2015   2014   2015   2014 
   (In Thousands, Except Shares and Per Share Data) 
Earnings per common share                    
Weighted average common shares outstanding   25,715,654    23,627,898    25,507,396    22,917,881 
Net income available to common stockholders  $14,346   $11,469   $27,301   $23,127 
Basic earnings per common share  $0.56   $0.49   $1.07   $1.01 
                     
Weighted average common shares outstanding   25,715,654    23,627,898    25,507,396    22,917,881 
Dilutive effects of assumed conversions and exercise of stock options and warrants   710,382    1,195,693    825,131    991,827 
Weighted average common and dilutive potential common shares outstanding   26,426,036    24,823,591    26,332,527    23,909,708 
Net income available to common stockholders  $14,346   $11,469   $27,301   $23,127 
Effect of interest expense on convertible debt, net of tax and discretionary expenditures related to conversion   -    -    -    - 
Net income available to common stockholders, adjusted for effect of debt conversion  $14,346   $11,469   $27,301   $23,127 
Diluted earnings per common share  $0.54   $0.46   $1.04   $0.97 

 

NOTE 5 - SECURITIES

 

The amortized cost and fair value of available-for-sale and held-to-maturity securities at June 30, 2015 and December 31, 2014 are summarized as follows:

 

       Gross   Gross     
   Amortized   Unrealized   Unrealized   Market 
   Cost   Gain   Loss   Value 
   (In Thousands) 
June 30, 2015                    
Securities Available for Sale                    
U.S. Treasury and government sponsored agencies  $50,720   $817   $(165)  $51,372 
Mortgage-backed securities   90,713    2,524    (173)   93,064 
State and municipal securities   142,923    2,882    (270)   145,535 
Corporate debt   15,863    151    -    16,014 
Total   300,219    6,374    (608)   305,985 
Securities Held to Maturity                    
Mortgage-backed securities   23,266    399    (455)   23,210 
State and municipal securities   5,757    392    (11)   6,138 
Total  $29,023   $791   $(466)  $29,348 
                     
December 31, 2014                    
Securities Available for Sale                    
U.S. Treasury and government sponsored agencies  $50,363   $775   $-   $51,138 
Mortgage-backed securities   92,439    3,095    (11)   95,523 
State and municipal securities   132,780    3,211    (328)   135,663 
Corporate debt   15,821    165    -    15,986 
Total   291,403    7,246    (339)   298,310 
Securities Held to Maturity                    
Mortgage-backed securities   23,804    449    (320)   23,933 
State and municipal securities   5,551    490    -    6,041 
Total  $29,355   $939   $(320)  $29,974 

 

10
 

 

The amortized cost and fair value of debt securities as of June 30, 2015 by contractual maturity are shown below. Actual maturities may differ from contractual maturities of mortgage-backed securities since the mortgages underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories along with the other categories of debt securities.

 

   June 30, 2015   December 31, 2014 
   Amortized
Cost
   Fair Value   Amortized
Cost
   Fair Value 
   (In thousands) 
Debt securities available for sale                    
Less than one year  $20,112   $20,295   $16,944   $17,246 
One year to five years   138,653    141,104    121,591    123,962 
Five years to ten years   50,391    51,144    60,079    61,221 
More than ten years   350    378    350    358 
Mortgage-backed securities   90,713    93,064    92,439    95,523 
   $300,219   $305,985   $291,403   $298,310 
                     
Debt securities held to maturity                    
Due from five to ten years  $626   $647   $298   $325 
Due after ten years   5,131    5,491    5,253    5,716 
Mortgage-backed securities   23,266    23,210    23,804    23,933 
   $29,023   $29,348   $29,355   $29,974 

 

The Company sold 18 of the 36 debt securities acquired in the Metro transaction in the period just following the acquisition closing date to align maturity structure. The fair value of these securities was assumed to be the amount for which they were sold, and therefore no gain or loss was recognized on these sales. The Company sold one mortgage-backed debt security from its legacy portfolio during the first quarter of 2015 and recognized a gain of $29,000.

 

All mortgage-backed securities are with government-sponsored enterprises (GSEs) such as Federal National Mortgage Association, Government National Mortgage Association, Federal Home Loan Bank, and Federal Home Loan Mortgage Corporation.

 

The following table identifies, as of June 30, 2015 and December 31, 2014, the Company’s investment securities that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months. At June 30, 2015, 29 of the Company’s 752 debt securities had been in an unrealized loss position for 12 or more months. The Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell the securities before recovery of their amortized cost, which may be maturity; accordingly, the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2015. Further, the Company believes any deterioration in value of its current investment securities is attributable to changes in market interest rates and not credit quality of the issuer.

 

   Less Than Twelve Months   Twelve Months or More   Total 
   Gross       Gross       Gross     
   Unrealized       Unrealized       Unrealized     
   Losses   Fair Value   Losses   Fair Value   Losses   Fair Value 
   (In Thousands) 
June 30, 2015                              
U.S. Treasury and government sponsored agencies  $(165)  $4,864   $-   $-   $(165)  $4,864 
Mortgage-backed securities   (174)   16,009    (454)   13,676    (628)   29,685 
State and municipal securities   (199)   30,042    (82)   6,052    (281)   36,094 
Corporate debt   -    -    -    -    -    - 
Total  $(538)  $50,915   $(536)  $19,728   $(1,074)  $70,643 
                               
December 31, 2014                              
U.S. Treasury and government sponsored agencies  $-   $-   $-   $-   $-   $- 
Mortgage-backed securities   -    -    (331)   17,751    (331)   17,751 
State and municipal securities   (162)   19,945    (166)   10,820    (328)   30,765 
Corporate debt   -    -    -    -    -    - 
Total  $(162)  $19,945   $(497)  $28,571   $(659)  $48,516 
11
 

 

NOTE 6 – LOANS

 

The following table details the Company’s loans at June 30, 2015 and December 31, 2014:

 

   June 30,   December 31, 
   2015   2014 
   (Dollars In Thousands) 
Commercial, financial and agricultural  $1,630,134   $1,495,092 
Real estate - construction   219,607    208,769 
Real estate - mortgage:          
Owner-occupied commercial   930,719    793,917 
1-4 family mortgage   392,245    333,455 
Other mortgage   627,099    471,363 
Subtotal: Real estate - mortgage   1,950,063    1,598,735 
Consumer   63,930    57,262 
Total Loans   3,863,734    3,359,858 
Less: Allowance for loan losses   (40,020)   (35,629)
Net Loans  $3,823,714   $3,324,229 
           
Commercial, financial and agricultural   42.19%   44.50%
Real estate - construction   5.68%   6.21%
Real estate - mortgage:          
Owner-occupied commercial   24.09%   23.63%
1-4 family mortgage   10.15%   9.92%
Other mortgage   16.23%   14.03%
Subtotal: Real estate - mortgage   50.47%   47.58%
Consumer   1.66%   1.71%
Total Loans   100.00%   100.00%

 

The credit quality of the loan portfolio is summarized no less frequently than quarterly using categories similar to the standard asset classification system used by the federal banking agencies. The following table presents credit quality indicators for the loan loss portfolio segments and classes. These categories are utilized to develop the associated allowance for loan losses using historical losses adjusted for current economic conditions defined as follows:

 

·Pass – loans which are well protected by the current net worth and paying capacity of the obligor (or obligors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral.

 

·Special Mention – loans with potential weakness that may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.

 

·Substandard – loans that exhibit well-defined weakness or weaknesses that currently jeopardize debt repayment. These loans are characterized by the distinct possibility that the institution will sustain some loss if the weaknesses are not corrected.

 

·Doubtful – loans that have all the weaknesses inherent in loans classified substandard, plus the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions, and values highly questionable and improbable.

 

12
 

 

Loans by credit quality indicator as of June 30, 2015 and December 31, 2014 were as follows:

 

       Special             
June 30, 2015  Pass   Mention   Substandard   Doubtful   Total 
   (In Thousands) 
Commercial, financial and agricultural  $1,566,548   $37,582   $26,004   $-   $1,630,134 
Real estate - construction   208,726    5,148    5,733    -    219,607 
Real estate - mortgage:                         
Owner-occupied commercial   909,165    18,050    3,504    -    930,719 
1-4 family mortgage   387,048    1,848    3,349    -    392,245 
Other mortgage   613,360    8,798    4,941    -    627,099 
Total real estate mortgage   1,909,573    28,696    11,794    -    1,950,063 
Consumer   63,229    37    664    -    63,930 
Total  $3,748,076   $71,463   $44,195   $-   $3,863,734 

 

       Special             
December 31, 2014  Pass   Mention   Substandard   Doubtful   Total 
   (In Thousands) 
Commercial, financial and agricultural  $1,459,356   $25,416   $10,320   $-   $1,495,092 
Real estate - construction   197,727    5,332    5,710    -    208,769 
Real estate - mortgage:                         
Owner-occupied commercial   784,492    6,848    2,577    -    793,917 
1-4 family mortgage   326,316    4,253    2,886    -    333,455 
Other mortgage   457,782    9,015    4,566    -    471,363 
Total real estate mortgage   1,568,590    20,116    10,029    -    1,598,735 
Consumer   56,559    37    666    -    57,262 
Total  $3,282,232   $50,901   $26,725   $-   $3,359,858 

 

13
 

 

Loans by performance status as of June 30, 2015 and December 31, 2014 were as follows:

 

June 30, 2015  Performing   Nonperforming   Total 
   (In Thousands) 
Commercial, financial and agricultural  $1,629,272   $862   $1,630,134 
Real estate - construction   214,523    5,084    219,607 
Real estate - mortgage:               
Owner-occupied commercial   930,643    76    930,719 
1-4 family mortgage   390,831    1,414    392,245 
Other mortgage   626,535    564    627,099 
Total real estate mortgage   1,948,009    2,054    1,950,063 
Consumer   63,266    664    63,930 
Total  $3,855,070   $8,664   $3,863,734 

 

December 31, 2014  Performing   Nonperforming   Total 
   (In Thousands) 
Commercial, financial and agricultural  $1,493,995   $1,097   $1,495,092 
Real estate - construction   203,720    5,049    208,769 
Real estate - mortgage:               
Owner-occupied commercial   793,234    683    793,917 
1-4 family mortgage   331,859    1,596    333,455 
Other mortgage   470,404    959    471,363 
Total real estate mortgage   1,595,497    3,238    1,598,735 
Consumer   56,596    666    57,262 
Total  $3,349,808   $10,050   $3,359,858 
14
 

 

Loans by past due status as of June 30, 2015 and December 31, 2014 were as follows:

 

June 30, 2015  Past Due Status (Accruing Loans)             
               Total Past             
   30-59 Days   60-89 Days   90+ Days   Due   Non-Accrual   Current   Total Loans 
   (In Thousands) 
Commercial, financial and agricultural  $3,488   $238   $-   $3,726   $862   $1,625,546   $1,630,134 
Real estate - construction   -    -    -    -    5,084    214,523    219,607 
Real estate - mortgage:                                   
Owner-occupied commercial   405    -    -    405    76    930,238    930,719 
1-4 family mortgage   -    156    470    626    944    390,675    392,245 
Other mortgage   -    449    -    449    564    626,086    627,099 
Total real estate - mortgage   405    605    470    1,480    1,584    1,946,999    1,950,063 
Consumer   18    2    -    20    664    63,246    63,930 
Total  $3,911   $845   $470   $5,226   $8,194   $3,850,314   $3,863,734 

 

December 31, 2014  Past Due Status (Accruing Loans)             
               Total Past             
   30-59 Days   60-89 Days   90+ Days   Due   Non-Accrual   Current   Total Loans 
   (In Thousands) 
Commercial, financial and agricultural  $1,388   $3,490   $925   $5,803   $172   $1,489,117   $1,495,092 
Real estate - construction   -    -    -    -    5,049    203,720    208,769 
Real estate - mortgage:                                   
Owner-occupied commercial   -    -    -    -    683    793,234    793,917 
1-4 family mortgage   14    -    -    14    1,596    331,845    333,455 
Other mortgage   -    -    -    -    959    470,404    471,363 
Total real estate - mortgage   14    -    -    14    3,238    1,595,483    1,598,735 
Consumer   21    -    -    21    666    56,575    57,262 
Total  $1,423   $3,490   $925   $5,838   $9,125   $3,344,895   $3,359,858 

 

The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, economic conditions and other risks inherent in the portfolio. Allowances for impaired loans are generally determined based on collateral values or the present value of the estimated cash flows. The allowance is increased by a provision for loan losses, which is charged to expense, and reduced by charge-offs, net of recoveries. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for losses on loans. Such agencies may require the Company to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination.

 

The methodology utilized for the calculation of the allowance for loan losses is divided into four distinct categories. Those categories include allowances for non-impaired loans (ASC 450), impaired loans (ASC 310), external qualitative factors, and internal qualitative factors. A description of each category of the allowance for loan loss methodology is listed below.

 

Non-Impaired Loans. Non-impaired loans are grouped into homogeneous loan pools by loan type and are the following: commercial and industrial, construction and development, commercial real estate, second lien home equity lines of credit, and all other loans. Each loan pool is stratified by internal risk rating and multiplied by a loss allocation percentage derived from the loan pool historical loss rate. The historical loss rate is based on an age weighted 5 year history of net charge-offs experienced by pool, with the most recent net charge-off experience given a greater weighting. This results in the expected loss rate per year, adjusted by a qualitative adjustment factor and a years-to-impairment factor, for each pool of loans to derive the total amount of allowance for non-impaired loans.

 

15
 

 

Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the original terms of the loan agreement. The collection of all amounts due according to contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, at the loan’s observable market price or the fair value of the underlying collateral. The fair value of collateral, reduced by costs to sell on a discounted basis, is used if a loan is collateral-dependent. Fair value estimates for specifically impaired collateral-dependent loans are derived from appraised values based on the current market value or “as is” value of the property, normally from recently received and reviewed appraisals. Appraisals are obtained from certified and licensed appraisers and are based on certain assumptions, which may include construction or development status and the highest and best use of the property. These appraisals are reviewed by our credit administration department, and values are adjusted downward to reflect anticipated disposition costs. Once this estimated net realizable value has been determined, the value used in the impairment assessment is updated for each impaired loan. As subsequent events dictate and estimated net realizable values decline, required reserves may be established or further adjustments recorded.

 

External Qualitative Factors . The determination of the portion of the allowance for loan losses relating to external qualitative factors is based on consideration of the following factors: gross domestic product growth rate, changes in prime rate, delinquency trends, peer delinquency trends, year over year loan growth and state unemployment rate trends. Data for the three most recent periods is utilized in the calculation for each external qualitative component. The factors have a consistent weighted methodology to calculate the amount of allowance due to external qualitative factors.

 

Internal Qualitative Factors . The determination of the portion of the allowance for loan losses relating to internal qualitative factors is based on the consideration of criteria which includes the following: number of extensions and deferrals, single pay and interest only loans, current financial information, credit concentrations and risk grade accuracy. A self-assessment for each of the criteria is made with a consistent weighted methodology used to calculate the amount of allowance required for internal qualitative factors.

 

16
 

 

The following table presents an analysis of the allowance for loan losses by portfolio segment as of June 30, 2015 and December 31, 2014. The total allowance for loan losses is disaggregated into those amounts associated with loans individually evaluated and those associated with loans collectively evaluated.

 

   Commercial,                 
   financial and   Real estate -   Real estate -         
   agricultural   construction   mortgage   Consumer   Total 
   (In Thousands) 
   Three Months Ended June 30, 2015 
Allowance for loan losses:                         
Balance at March 31, 2015  $16,857   $5,889   $13,546   $1,064   $37,356 
Charge-offs   (1,151)   (93)   (208)   (19)   (1,471)
Recoveries   6    65    2    -    73 
Provision   3,340    (187)   831    78    4,062 
Balance at June 30, 2015  $19,052   $5,674   $14,171   $1,123   $40,020 
                          
   Three Months Ended June 30, 2014 
Allowance for loan losses:                         
Balance at March 31, 2014  $13,505   $6,341   $10,837   $1,045   $31,728 
Charge-offs   (142)   (325)   (890)   (18)   (1,375)
Recoveries   1    180    10    2    193 
Provision   273    538    1,566    61    2,438 
Balance at June 30, 2014  $13,637   $6,734   $11,523   $1,090   $32,984 
                          
   Six Months Ended June 30, 2015 
Allowance for loan losses:                         
Balance at December 31, 2014  $16,079   $6,395   $12,112   $1,043   $35,629 
Charge-offs   (1,228)   (475)   (641)   (24)   (2,368)
Recoveries   25    164    103    -    292 
Provision   4,176    (410)   2,597    104    6,467 
Balance at June 30, 2015  $19,052   $5,674   $14,171   $1,123   $40,020 
                          
   Six Months Ended June 30, 2014 
Allowance for loan losses:                         
Balance at December 31, 2013  $13,576   $6,078   $10,065   $944   $30,663 
Charge-offs   (1,364)   (348)   (894)   (76)   (2,682)
Recoveries   46    188    14    3    251 
Provision   1,379    816    2,338    219    4,752 
Balance at June 30, 2014  $13,637   $6,734   $11,523   $1,090   $32,984 
                          
   As of June 30, 2015 
Allowance for loan losses:                         
Individually Evaluated for Impairment   3,235    1,233    1,252    664    6,384 
Collectively Evaluated for Impairment   15,817    4,441    12,919    459    33,636 
                          
Loans:                         
Ending Balance  $1,630,134   $219,607   $1,950,063   $63,930   $3,863,734 
Individually Evaluated for Impairment   26,030    5,788    14,564    685    47,067 
Collectively Evaluated for Impairment   1,604,104    213,819    1,935,499    63,245    3,816,667 
                          
   As of December 31, 2014 
Allowance for loan losses:                         
Individually Evaluated for Impairment   1,344    1,448    1,636    666    5,094 
Collectively Evaluated for Impairment   14,735    4,947    10,476    377    30,535 
                          
Loans:                         
Ending Balance  $1,495,092   $208,769   $1,598,735   $57,262   $3,359,858 
Individually Evaluated for Impairment   10,350    5,680    10,029    666    26,725 
Collectively Evaluated for Impairment   1,484,742    203,089    1,588,706    56,596    3,333,133 

 

17
 

 

The following table presents details of the Company’s impaired loans as of June 30, 2015 and December 31, 2014, respectively. Loans which have been fully charged off do not appear in the tables.

 

               For the three months   For the six months 
               ended June 30,   ended June 30, 
   June 30, 2015   2015   2015 
                   Interest       Interest 
       Unpaid       Average   Income   Average   Income 
   Recorded   Principal   Related   Recorded   Recognized   Recorded   Recognized 
   Investment   Balance   Allowance   Investment   in Period   Investment   in Period 
   (In Thousands) 
With no allowance recorded:                                   
Commercial, financial and agricultural  $3,315   $3,323   $-   $3,313   $45   $3,376   $63 
Real estate - construction   1,450    1,452    -    1,453    7    1,480    15 
Real estate - mortgage:                                   
Owner-occupied commercial   4,127    4,285    -    4,127    23    4,133    59 
1-4 family mortgage   2,362    2,650    -    2,367    18    2,354    38 
Other mortgage   2,606    2,779    -    2,651    41    2,644    83 
Total real estate - mortgage   9,095    9,714    -    9,145    82    9,131    180 
Consumer   21    26    -    21    -    22    - 
Total with no allowance recorded   13,881    14,515    -    13,932    134    14,009    258 
                                    
With an allowance recorded:                                   
Commercial, financial and agricultural   22,715    22,715    3,235    22,739    365    22,707    657 
Real estate - construction   4,338    4,338    1,233    4,811    -    4,603    - 
Real estate - mortgage:                                   
Owner-occupied commercial   2,054    2,054    105    2,059    31    2,067    62 
1-4 family mortgage   1,080    1,080    448    1,082    11    1,082    22 
Other mortgage   2,335    2,328    699    2,335    20    2,542    40 
Total real estate - mortgage   5,469    5,462    1,252    5,476    62    5,691    124 
Consumer   664    664    664    664    -    664    5 
Total with allowance recorded   33,186    33,179    6,384    33,690    427    33,665    786 
                                    
Total Impaired Loans:                                   
Commercial, financial and agricultural   26,030    26,038    3,235    26,052    410    26,083    720 
Real estate - construction   5,788    5,790    1,233    6,264    7    6,083    15 
Real estate - mortgage:                                   
Owner-occupied commercial   6,181    6,339    105    6,186    54    6,200    121 
1-4 family mortgage   3,442    3,730    448    3,449    29    3,436    60 
Other mortgage   4,941    5,107    699    4,986    61    5,186    123 
Total real estate - mortgage   14,564    15,176    1,252    14,621    144    14,822    304 
Consumer   685    690    664    685    -    686    5 
Total impaired loans  $47,067   $47,694   $6,384   $47,622   $561   $47,674   $1,044 

 

18
 

 

December 31, 2014
                     
       Unpaid       Average   Interest Income 
   Recorded   Principal   Related   Recorded   Recognized in 
   Investment   Balance   Allowance   Investment   Period 
   (In Thousands) 
With no allowance recorded:                         
Commercial, financial and agricultural  $7,059   $7,059   $-   $7,104   $406 
Real estate - construction   1,527    1,527    -    1,493    40 
Real estate - mortgage:                         
Owner-occupied commercial   1,576    1,576    -    236    12 
1-4 family mortgage   542    592    -    592    19 
Other mortgage   1,944    1,944    -    2,283    142 
Total real estate - mortgage   4,062    4,112    -    3,111    173 
Consumer   -    -    -    -    - 
Total with no allowance recorded   12,648    12,698    -    11,708    619 
                          
With an allowance recorded:                         
Commercial, financial and agricultural   3,291    3,291    1,344    3,262    156 
Real estate - construction   4,153    4,633    1,448    4,382    19 
Real estate - mortgage:                         
Owner-occupied commercial   1,001    1,001    160    1,140    29 
1-4 family mortgage   2,344    2,344    694    2,743    56 
Other mortgage   2,622    2,622    782    2,767    84 
Total real estate - mortgage   5,967    5,967    1,636    6,650    169 
Consumer   666    666    666    681    - 
Total with allowance recorded   14,077    14,557    5,094    14,975    344 
                          
Total Impaired Loans:                         
Commercial, financial and agricultural   10,350    10,350    1,344    10,366    562 
Real estate - construction   5,680    6,160    1,448    5,875    59 
Real estate - mortgage:                         
Owner-occupied commercial   2,577    2,577    160    1,376    41 
1-4 family mortgage   2,886    2,936    694    3,335    75 
Other mortgage   4,566    4,566    782    5,050    226 
Total real estate - mortgage   10,029    10,079    1,636    9,761    342 
Consumer   666    666    666    681    - 
Total impaired loans  $26,725   $27,255   $5,094   $26,683   $963 

 

Troubled Debt Restructurings (“TDR”) at June 30, 2015, December 31, 2014 and June 30, 2014 totaled $8.3 million, $ 9.0 million and $9.2 million, respectively. At June 30, 2015, the Company had a related allowance for loan losses of $1.2 million allocated to these TDRs, compared to $1.0 million at December 31, 2014 and $2.2 million at June 30, 2014. All loans classified as TDRs were performing as agreed under the terms of their restructured plans as of June 30, 2015. There were seven TDR loans to one borrower totaling $2.2 million in payment default status as of June 30, 2014. There were no modifications made to new TDRs or renewals of existing TDRs for the three and six months ended June 30, 2015. TDR activity by portfolio segment for the three and six months ended June 30, 2014 is presented in the table below.

 

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   Three Months Ended June 30, 2014   Six Months Ended June 30, 2014 
       Pre-   Post-       Pre-   Post- 
       Modification   Modification       Modification   Modification 
       Outstanding   Outstanding       Outstanding   Outstanding 
   Number of   Recorded   Recorded   Number of   Recorded   Recorded 
   Contracts   Investment   Investment   Contracts   Investment   Investment 
   (In Thousands) 
Troubled Debt Restructurings                              
Commercial, financial and agricultural   1   $499   $499    1   $499   $499 
Real estate - construction   -    -    -    -    -    - 
Real estate - mortgage:                              
Owner-occupied commercial   -    -    -    -    -    - 
1-4 family mortgage   -    -    -    -    -    - 
Other mortgage   1    1,409    1,409    1    1,409    1,409 
Total real estate mortgage   1    1,409    1,409    1    1,409    1,409 
Consumer   -    -    -    -    -    - 
    2   $1,908   $1,908    2   $1,908   $1,908 

 

There were no TDRs which defaulted during the three and six months ended June 30, 2015 and 2014, and which were modified in the previous twelve months (i.e., the twelve months prior to default). For purposes of this disclosure, default is defined as 90 days past due and still accruing or placement on nonaccrual status.

 

NOTE 7 - EMPLOYEE AND DIRECTOR BENEFITS

 

Stock Options

 

At June 30, 2015, the Company had stock-based compensation plans, as described below. The compensation cost that has been charged to earnings for the plans was approximately $263,000 and $564,000 for the three and six months ended June 30, 2015 and $2.1 million and $3.1 million for the three and six months ended June 30, 2014. The Company recorded a non-routine expense of $703,000 for the first quarter of 2014 resulting from the correction of its accounting for vested stock options previously granted to members of its advisory boards, and recorded a non-routine expense of $1.8 million for the second quarter of 2014 resulting from an acceleration of vesting of all stock options granted to members of its advisory boards. Such stock options were historically accounted for under the provisions of Accounting Standards Codification (“ASC”) 718-10, Compensation – Stock Compensation, and now have been determined to be recorded as an expense at the fair value of such options in accordance with the provisions of ASC 505-50, Equity-based Payments to Non-employees.

 

The Company’s 2005 Amended and Restated Stock Option Plan allows for the grant of stock options to purchase up to 3,075,000 shares of the Company’s common stock. The Company’s 2009 Amended and Restated Stock Incentive Plan authorizes the grant of up to 2,775,000 shares and allows for the issuance of Stock Appreciation Rights, Restricted Stock, Stock Options, Performance Shares or Performance Units. In April 2014, the Company’s stockholders approved the amendment of the 2009 Plan to allow for an additional 1,500,000 shares, as adjusted. Both plans allow for the grant of incentive stock options and non-qualified stock options, and awards are generally granted with an exercise price equal to the estimated fair market value of the Company’s common stock at the date of grant. The maximum term of the options granted under the plans is ten years.

 

The Company estimates the fair value of each stock option award using a Black-Scholes-Merton valuation model that uses the assumptions noted in the following table. Expected volatilities are based on an index of southeastern United States publicly traded banks. The expected term for options granted is based on the short-cut method and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U. S. Treasury yield curve in effect at the time of grant.

 

   2015   2014 
Expected volatility   24.00%   19.25%
Expected dividends   0.71%   1.45%
Expected term (in years)   6.25    7.75 
Risk-free rate   1.85%   2.33%

 

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The weighted average grant-date fair value of options granted during the six months ended June 30, 2015 and June 30, 2014 was $8.37 and $2.95, respectively.

 

The following table summarizes stock option activity during the six months ended June 30, 2015 and June 30, 2014:

 

           Weighted     
       Weighted   Average     
       Average   Remaining   Aggregate 
       Exercise   Contractual   Intrinsic 
   Shares   Price   Term (years)   Value 
               (In Thousands) 
Six Months Ended June 30, 2015:                    
Outstanding at January 1, 2015   1,622,917   $9.38    5.9   $38,256 
Granted   160,000    33.16    9.7    - 
Exercised   (386,500)   6.97    3.2    12,875 
Forfeited   (7,500)   10.00    6.8    207 
Outstanding at June 30, 2015   1,388,917    12.51    6.5   $34,425 
                     
Exercisable at June 30, 2015   272,418   $9.02    4.8   $7,779 
                     
Six Months Ended June 30, 2014:                    
Outstanding at January 1, 2014   2,328,900   $7.69    5.5   $14,300 
Granted   114,000    13.83    9.6    - 
Exercised   (779,400)   5.63    2.8    18,069 
Forfeited   -    -    -    - 
Outstanding at June 30, 2014   1,663,500    9.08    6.3   $32,818 
                     
Exercisable at June 30, 2014   506,232   $5.24    3.4   $11,931 

 

As of June 30, 2015, there was approximately $2.2 million of total unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized on the straight-line method over the next 1.8 years.

 

Restricted Stock

 

The Company has issued 232,088 shares of restricted stock to certain employees. The value of restricted stock awards is determined to be the current value of the Company’s stock, and this total value will be recognized as compensation expense over the vesting period. As of June 30, 2015, there was $695,000 of total unrecognized compensation cost related to non-vested restricted stock. The cost is expected to be recognized evenly over the remaining 1.2 years of the restricted stock’s vesting period. During the second quarter of 2015, 7,500 shares of restricted stock were forfeited by one recipient upon his termination from the Company.

 

NOTE 8 - DERIVATIVES

 

The Company has entered into agreements with secondary market investors to deliver loans on a “best efforts delivery” basis. When a rate is committed to a borrower, it is based on the best price that day and locked with the investor for the customer for a 30-day period. In the event the loan is not delivered to the investor, the Company has no risk or exposure with the investor. The interest rate lock commitments related to loans that are originated for later sale are classified as derivatives. The fair values of the Company’s agreements with investors and rate lock commitments to customers as of June 30, 2015 and December 31, 2014 were not material.

 

NOTE 9 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

 

In January 2014, the FASB issued ASU No. 2014-1, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects, which provides guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. It permits reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial investment in proportion to the tax credits and other tax benefits received, and then recognize the net investment performance in the income statement as a component of income tax expense (benefit). The amendments are effective for public entities for annual periods and interim reporting periods within those annual periods, beginning after December 15, 2014. The Company made an investment in a limited partnership during the first quarter of 2014 which has invested in a qualified affordable housing project. The Company has made an election to account for this investment as provided for in this update.

 

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In January 2014, the FASB issued ASU No. 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. These amendments are intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. The amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of residential foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures about such activities are required by these amendments. The amendments in this ASU become effective for public companies for annual periods and interim periods within those annual periods beginning after December 15, 2014, and early adoption is permitted. The Company has adopted the provisions of these amendments, and as of June 30, 2015 they have had an immaterial impact on the Company’s financial reporting.

 

NOTE 10 - RECENT ACCOUNTING PRONOUNCEMENTS

 

In June 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. The amendments clarify the proper method of accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. The performance target should not be reflected in estimating the grant-date fair value of the award. Compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The Company awarded its first performance-based stock compensation during the first quarter of 2015, and will account for such award under the provisions of this amendment.

 

In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis.  The amendments modify the evaluation reporting organizations must perform to determine if certain legal entities should be consolidated as VIEs. Specifically, the amendments: (1) modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) eliminate the presumption that a general partner should consolidate a limited partnership; (3) affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. ASU No. 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently evaluating the provisions of ASU No. 2015-02 to determine the potential impact the new standard will have on the Company's consolidated financial statements.

 

NOTE 11 - FAIR VALUE MEASUREMENT

 

Measurement of fair value under U.S. GAAP establishes a hierarchy that prioritizes observable and unobservable inputs used to measure fair value, as of the measurement date, into three broad levels, which are described below:

 

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

 

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and also considers counterparty credit risk in its assessment of fair value.

 

22
 

 

Debt Securities. Where quoted prices are available in an active market, securities are classified within Level 1 of the hierarchy. Level 1 securities include highly liquid government securities such as U.S. Treasuries and exchange-traded equity securities. For securities traded in secondary markets for which quoted market prices are not available, the Company generally relies on pricing services provided by independent vendors. Such independent pricing services are to advise the Company on the carrying value of the securities available for sale portfolio. As part of the Company’s procedures, the price provided from the service is evaluated for reasonableness given market changes. When a questionable price exists, the Company investigates further to determine if the price is valid. If needed, other market participants may be utilized to determine the correct fair value. The Company has also reviewed and confirmed its determinations in discussions with the pricing source regarding their methods of price discovery. Securities measured with these techniques are classified within Level 2 of the hierarchy and often involve using quoted market prices for similar securities, pricing models or discounted cash flow calculations using inputs observable in the market where available. Examples include U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions and certain corporate, asset-backed and other securities. In cases where Level 1 or Level 2 inputs are not available, securities are classified in Level 3 of the hierarchy.

 

Impaired Loans. Impaired loans are measured and reported at fair value when full payment under the loan terms is not probable. Impaired loans are carried at the present value of expected future cash flows using the loan’s existing rate in a discounted cash flow calculation, or the fair value of the collateral if the loan is collateral-dependent. Expected cash flows are based on internal inputs reflecting expected default rates on contractual cash flows. This method of estimating fair value does not incorporate the exit-price concept of fair value described in ASC 820-10 and would generally result in a higher value than the exit-price approach. For loans measured using the estimated fair value of collateral less costs to sell, fair value is generally determined based on appraisals performed by certified and licensed appraisers using inputs such as absorption rates, capitalization rates and market comparables, adjusted for estimated costs to sell. Management modifies the appraised values, if needed, to take into account recent developments in the market or other factors, such as changes in absorption rates or market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition. Such modifications to the appraised values could result in lower valuations of such collateral. Estimated costs to sell are based on current amounts of disposal costs for similar assets. These measurements are classified as Level 3 within the valuation hierarchy. Impaired loans are subject to nonrecurring fair value adjustment upon initial recognition or subsequent impairment. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly based on the same factors identified above. The amount recognized as an impairment charge related to impaired loans that are measured at fair value on a nonrecurring basis was $2,335,000 and $3,636,000 during the three and six months ended June 30, 2015, respectively, and $1,321,000 and $3,556,000 during the three and six months ended June 30, 2014, respectively.

 

Other Real Estate Owned. Other real estate assets (“OREO”) acquired through, or in lieu of, foreclosure are held for sale and are initially recorded at the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for loan losses subsequent to foreclosure. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. Appraisals are performed by certified and licensed appraisers. Subsequent to foreclosure, valuations are updated periodically and assets are marked to current fair value, not to exceed the new cost basis. In the determination of fair value subsequent to foreclosure, management also considers other factors or recent developments, such as changes in absorption rates and market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition, which could result in adjustment to lower the property value estimates indicated in the appraisals. These measurements are classified as Level 3 within the valuation hierarchy. A loss on the sale and write-downs of OREO of $124,000 and $229,000 was recognized for the three and six months ended June 30, 2015, respectively, and $226,000 and $561,000 for the three and six months ended June 30, 2014, respectively. These charges were for write-downs in the value of OREO subsequent to foreclosure and losses on the disposal of OREO. OREO is classified within Level 3 of the hierarchy.

 

Residential real estate loan foreclosures classified as OREO totaled $1,693,000 as of June 30, 2015 and $684,000 as of December 31, 2014.

 

No residential real estate loans were in the process of being foreclosed as of June 30, 2015.

  

23
 

 

The following table presents the Company’s financial assets and financial liabilities carried at fair value on a recurring basis as of June 30, 2015 and December 31, 2014:

 

   Fair Value Measurements at June 30, 2015 Using     
   Quoted Prices in             
   Active Markets   Significant Other   Significant     
   for Identical   Observable Inputs   Unobservable     
   Assets (Level 1)   (Level 2)   Inputs (Level 3)   Total 
   (In Thousands) 
Assets Measured on a Recurring Basis:                    
Available-for-sale securities:                    
U.S. Treasury and government sponsored agencies  $-   $51,372   $-   $51,372 
Mortgage-backed securities   -    93,064    -    93,064 
State and municipal securities   -    145,535    -    145,535 
Corporate debt   -    16,014    -    16,014 
Total assets at fair value  $-   $305,985   $-   $305,985 

  

   Fair Value Measurements at December 31, 2014 Using     
   Quoted Prices in             
   Active Markets   Significant Other   Significant     
   for Identical   Observable Inputs   Unobservable     
   Assets (Level 1)   (Level 2)   Inputs (Level 3)   Total 
   (In Thousands) 
Assets Measured on a Recurring Basis:                    
Available-for-sale securities                    
U.S. Treasury and government sponsored agencies  $-   $51,138   $-   $51,138 
Mortgage-backed securities   -    95,523    -    95,523 
State and municipal securities   -    135,663    -    135,663 
Corporate debt   -    15,986    -    15,986 
Total assets at fair value  $-   $298,310   $-   $298,310 

 

The following table presents the Company’s financial assets and financial liabilities carried at fair value on a nonrecurring basis as of June 30, 2015 and December 31, 2014:

 

   Fair Value Measurements at June 30, 2015 Using     
   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs (Level 3)
   Total 
   (In Thousands) 
Assets Measured on a Nonrecurring Basis:                    
Impaired loans  $-   $-   $40,683   $40,683 
Other real estate owned and repossessed assets   -    -    8,235    8,235 
Total assets at fair value  $-   $-   $48,918   $48,918 

 

   Fair Value Measurements at December 31, 2014 Using     
   Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs (Level 3)
   Total 
   (In Thousands) 
Assets Measured on a Nonrecurring Basis:                    
Impaired loans  $-   $-   $21,631   $21,631 
Other real estate owned and repossessed assets   -    -    6,840    6,840 
Total assets at fair value  $-   $-   $28,471   $28,471 

 

The fair value of a financial instrument is the current amount that would be exchanged in a sale between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Current U.S. GAAP excludes certain financial instruments and all nonfinancial instruments from its fair value disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

 

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

 

Cash and due from banks: The carrying amounts reported in the statements of financial condition approximate those assets’ fair values.

 

24
 

  

Debt securities: Where quoted prices are available in an active market, securities are classified within Level 1 of the hierarchy. Level 1 securities include highly liquid government securities such as U.S. treasuries and exchange-traded equity securities. For securities traded in secondary markets for which quoted market prices are not available, the Company generally relies on prices obtained from independent vendors. Such independent pricing services are to advise the Company on the carrying value of the securities available for sale portfolio. As part of the Company’s procedures, the price provided from the service is evaluated for reasonableness given market changes. When a questionable price exists, the Company investigates further to determine if the price is valid. If needed, other market participants may be utilized to determine the correct fair value. The Company has also reviewed and confirmed its determinations in discussions with the pricing service regarding their methods of price discovery. Securities measured with these techniques are classified within Level 2 of the hierarchy and often involve using quoted market prices for similar securities, pricing models or discounted cash flow calculations using inputs observable in the market where available. Examples include U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. In cases where Level 1 or Level 2 inputs are not available, securities are classified in Level 3 of the fair value hierarchy.

 

Equity securities: Fair values for other investments are considered to be their cost as they are redeemed at par value.

 

Federal funds sold: The carrying amounts reported in the statements of financial condition approximate those assets’ fair values.

 

Mortgage loans held for sale: Loans are committed to be delivered to investors on a “best efforts delivery” basis within 30 days or origination. Due to this short turn-around time, the carrying amounts of the Company’s agreements approximate their fair values.

 

Bank owned life insurance contracts: The carrying amounts in the statements of condition approximate these assets’ fair value.

 

Loans, net: For variable-rate loans that re-price frequently and with no significant change in credit risk, fair value is based on carrying amounts. The fair value of other loans (for example, fixed-rate commercial real estate loans, mortgage loans and industrial loans) is estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. The method of estimating fair value does not incorporate the exit-price concept of fair value as prescribed by ASC 820 and generally produces a higher value than an exit-price approach. The measurement of the fair value of loans is classified within Level 3 of the fair value hierarchy.

 

Deposits: The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation using interest rates currently offered for deposits with similar remaining maturities. The fair value of the Company’s time deposits do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value. Measurements of the fair value of certificates of deposit are classified within Level 2 of the fair value hierarchy.

 

Federal funds purchased: The carrying amounts in the statements of condition approximate these assets’ fair value.

 

Other borrowings: The fair values of other borrowings are estimated using a discounted cash flow analysis, based on interest rates currently being offered on the best alternative debt available at the measurement date. These measurements are classified as Level 2 in the fair value hierarchy.

 

Loan commitments: The fair values of the Company’s off-balance-sheet financial instruments are based on fees currently charged to enter into similar agreements. Since the majority of the Company’s other off-balance-sheet financial instruments consists of non-fee-producing, variable-rate commitments, the Company has determined they do not have a distinguishable fair value.

 

The carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of June 30, 2015 and December 31, 2014 are presented in the following table. This table includes those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis.

 

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   June 30, 2015   December 31, 2014 
   Carrying       Carrying     
   Amount   Fair Value   Amount   Fair Value 
   (In Thousands) 
Financial Assets:                    
Level 1 inputs:                    
Cash and due from banks  $118,835   $118,835   $296,573   $296,573 
                     
Level 2 inputs:                    
Available for sale debt securities   305,985    305,985    298,310    298,310 
Held to maturity debt securities   29,023    29,348    29,355    29,974 
Restricted equity securities   4,954    4,954    3,921    3,921 
Federal funds sold   17,622    17,622    891    891 
Mortgage loans held for sale   11,722    11,722    5,984    5,984 
Bank owned life insurance contracts   90,281    90,281    86,288    86,288 
                     
Level 3 inputs:                    
Loans, net   3,823,714    3,826,879    3,324,229    3,327,371 
                     
Financial liabilities:                    
Level 2 inputs:                    
Deposits  $3,729,132   $3,729,793   $3,398,160   $3,399,261 
Federal funds purchased   273,095    273,095    264,315    264,315 
Other borrowings   21,016    21,016    19,973    19,973 

 

NOTE 12 – SUBSEQUENT EVENTS

 

The Company has evaluated all subsequent events through the date of this filing to ensure that this Form 10-Q includes appropriate disclosure of events both recognized in the financial statements as of June 30, 2015, and events which occurred subsequent to June 30, 2015 but were not recognized in the financial statements.

 

On July 15, 2015, the Company entered into a Note Purchase Agreement (the “Purchase Agreement”) for a private placement of $34.75 million in aggregate principal amount of 5.00% Subordinated Notes due July 15, 2025 (the “Notes”). The Notes were sold to accredited investors. The Notes are subordinate and junior in right of payment to the claims of all general creditors of the Company and are intended to qualify as Tier 2 Capital. Interest on the Notes will accrue from July 15, 2015, and the Company will pay interest semi-annually on June 30th and December 31st each year, beginning December 31, 2015, until the Notes mature. The Notes may not be prepaid by the Company prior to July 15, 2020.

 

The Company intends to use the net proceeds from the issuance of the Notes to redeem its Senior Non-Cumulative Perpetual Preferred Stock, Series A, issued June 21, 2011.

 

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

 

The following discussion and analysis is designed to provide a better understanding of various factors relating to the results of operations and financial condition of ServisFirst Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, ServisFirst Bank (the “Bank”). This discussion is intended to supplement and highlight information contained in the accompanying unaudited consolidated financial statements as of June 30, 2015 and for the three and six months ended June 30, 2015 and June 30, 2014.

 

Forward-Looking Statements

 

Statements in this document that are not historical facts, including, but not limited to, statements concerning future operations, results or performance, are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words “believe,” “expect,” “anticipate,” “project,” “plan,” “intend,” “will,” “would,” “might” and similar expressions often signify forward-looking statements. Such statements involve inherent risks and uncertainties. The Company cautions that such forward-looking statements, wherever they occur in this quarterly report or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Company’s senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Such forward-looking statements should, therefore, be considered in light of various factors that could affect the accuracy of such forward-looking statements, including: general economic conditions, especially in the credit markets and in the Southeast; the performance of the capital markets; changes in interest rates, yield curves and interest rate spread relationships; changes in accounting and tax principles, policies or guidelines; changes in legislation or regulatory requirements; changes in our loan portfolio and the deposit base; possible changes in laws and regulations and governmental monetary and fiscal policies, including, but not limited to, economic stimulus initiatives; the cost and other effects of legal and administrative cases and similar contingencies; possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans and the value of collateral; the effect of natural disasters, such as hurricanes and tornados, in our geographic markets; and increased competition from both banks and non-banks. The foregoing list of factors is not exhaustive. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Cautionary Note Regarding Forward Looking Statements” and “Risk Factors” in our most recent Annual Report on Form 10-K and our other SEC filings. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained herein. Accordingly, you should not place undue reliance on any forward-looking statements, which speak only as of the date made. ServisFirst Bancshares, Inc. assumes no obligation to update or revise any forward-looking statements that are made from time to time.

 

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Business

 

We are a bank holding company under the Bank Holding Company Act of 1956 and are headquartered in Birmingham, Alabama. Our wholly-owned subsidiary, ServisFirst Bank, an Alabama banking corporation, provides commercial banking services through sixteen full-service banking offices located in Alabama, Georgia, South Carolina and the panhandle of Florida, as well as a loan production office in Nashville, Tennessee. Through the Bank, we originate commercial, consumer and other loans and accept deposits, provide electronic banking services, such as online and mobile banking, including remote deposit capture, deliver treasury and cash management services and provide correspondent banking services to other financial institutions.

 

Our principal business is to accept deposits from the public and to make loans and other investments. Our principal sources of funds for loans and investments are demand, time, savings, and other deposits (including negotiable orders of withdrawal, or NOW accounts). Our principal sources of income are interest and fees collected on loans, interest and dividends collected on other investments and service charges. Our principal expenses are interest paid on savings and other deposits (including NOW accounts), interest paid on our other borrowings, employee compensation, office expenses, other overhead expenses and income taxes.

 

Overview

 

As of June 30, 2015, we had consolidated total assets of $4.5 billion, an increase of $0.4 billion, or 9.8%, from $4.1 billion at December 31, 2014. Total loans were $3.9 billion at June 30, 2015, up $0.5 billion, or 14.7%, from $3.4 billion at December 31, 2014. Total deposits were $3.7 billion at June 30, 2015, an increase of $0.3 billion, or 8.8%, from $3.4 billion at December 31, 2014.

 

Net income available to common stockholders for the three months ended June 30, 2015 was $14.3 million, an increase of $2.8 million, or 24.3%, from $11.5 million for the corresponding period in 2014. Basic and diluted earnings per common share were $0.56 and $0.54, respectively, for the three months ended June 30, 2015, compared to $0.49 and $0.46, respectively, for the corresponding period in 2014.

 

Net income available to common stockholders for the six months ended June 30, 2015 was $27.3 million, an increase of $4.2 million, or 18.2%, from $23.1 million for the corresponding period in 2014. Basic and diluted earnings per common share were $1.07 and $1.04, respectively, for the six months ended June 30, 2015, compared to $1.01 and $0.97, respectively, for the corresponding period in 2014.

 

Critical Accounting Policies

 

The accounting and financial policies of the Company conform to U.S. generally accepted accounting principles (“U.S. GAAP”) and to general practices within the banking industry. To prepare consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, valuation of foreclosed real estate, deferred taxes, and fair value of financial instruments are particularly subject to change. Information concerning our accounting policies with respect to these items is available in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. As discussed in Note 1 – General in this Form 10-Q, we adopted a new critical accounting policy related to goodwill and other identifiable intangible assets during the first quarter of 2015 as a result of our acquisition of Metro Bancshares, Inc.

 

27
 

  

Financial Condition

 

Cash and Cash Equivalents

 

At June 30, 2015, we had $17.6 million in federal funds sold, compared to $0.9 million at December 31, 2014. We also maintain balances at the Federal Reserve Bank of Atlanta, which earn interest. At June 30, 2015, we had $66.5 million in balances at the Federal Reserve, compared to $246.2 million at December 31, 2014. Our balance at the Federal Reserve Bank historically decreases over the course of the first half of the year and then increases during the second half due to anticipated annual fluctuations in our depositors’ balances.

 

Debt Securities

 

Debt securities available for sale totaled $306.0 million at June 30, 2015 and $298.3 million at December 31, 2014. Debt securities held to maturity totaled $29.0 million at June 30, 2015 and $29.4 million at December 31, 2014. We acquired 36 debt securities with an aggregate market value of $29.0 million in the Metro transaction. We subsequently sold 18 of these acquired securities for total proceeds of $14.8 million. We had pay downs of $11.5 million on mortgage-backed securities and maturities and calls of $9.2 million in government agency and municipal securities during the six months ended June 30, 2015. We bought $2.8 million in mortgage-backed securities in the second quarter of 2015 and $14.1 million in municipal securities in the first half of 2015. One of the municipal securities bought is classified as held to maturity. All other securities bought are classified as available for sale.

 

The objective of our investment policy is to invest funds not otherwise needed to meet our loan demand to earn the maximum return, yet still maintain sufficient liquidity to meet fluctuations in our loan demand and deposit structure. In doing so, we balance the market and credit risks against the potential investment return, make investments compatible with the pledge requirements of any deposits of public funds, maintain compliance with regulatory investment requirements, and assist certain public entities with their financial needs. The investment committee has full authority over the investment portfolio and makes decisions on purchases and sales of securities. The entire portfolio, along with all investment transactions occurring since the previous board of directors meeting, is reviewed by the board at each monthly meeting. The investment policy allows portfolio holdings to include short-term securities purchased to provide us with needed liquidity and longer term securities purchased to generate level income for us over periods of interest rate fluctuations.

 

Each quarter, management assesses whether there have been events or economic circumstances indicating that a security on which there is an unrealized loss is other-than-temporarily impaired. Management considers several factors, including the amount and duration of the impairment; the intent and ability of the Company to hold the security for a period sufficient for a recovery in value; and known recent events specific to the issuer or its industry. In analyzing an issuer’s financial condition, management considers whether the securities are issued by agencies of the federal government, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports, among other things. As we currently do not have the intent to sell these securities and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis, which may be at maturity, and impairment positions at June 30, 2015 are interest-rate driven, no declines are deemed to be other than temporary. We will continue to evaluate our investment securities for possible other-than-temporary impairment, which could result in non-cash charges to earnings in one or more future periods.

 

All securities held are traded in liquid markets. As of June 30, 2015, we owned certain restricted securities of the Federal Home Loan Bank with an aggregate book value and market value of $4.0 million and certain securities of First National Bankers Bank in which we invested $0.4 million. We had no investments in any one security, restricted or liquid, in excess of 10% of our stockholders’ equity.

 

The Bank does not invest in collateralized debt obligations (“CDOs”). All tax-exempt securities currently held are issued by government issuers within the State of Alabama. All corporate bonds had a Standard and Poor’s or Moody’s rating of A-1 or better when purchased. The total investment portfolio at June 30, 2015 has a combined average credit rating of AA.

 

The carrying value of investment securities pledged to secure public funds on deposit and for other purposes as required by law was $249.8 million and $224.0 million as of June 30, 2015 and December 31, 2014, respectively.

 

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Loans

 

We had total loans of $3.9 billion at June 30, 2015, an increase of $0.5 billion, or 14.7%, compared to $3.4 billion at December 31, 2014. At June 30, 2015, the percentage of our loans in each of our markets were as follows:

 

   Percentage of Total
Loans in MSA
 
Birmingham-Hoover, AL MSA   47.0%
Huntsville, AL MSA   11.7%
Dothan, AL MSA   10.9%
Montgomery, AL MSA   8.8%
Mobile, AL MSA   4.9%
Total Alabama MSAs   83.3%
Pensacola, FL MSA   7.0%
Nashville, TN MSA   5.3%
Atlanta, GA MSA   3.7%
Charleston, SC MSA   0.7%

 

Asset Quality

 

The allowance for loan losses is established and maintained at levels management deems adequate to absorb anticipated credit losses from identified and otherwise inherent risks in the loan portfolio as of the balance sheet date. In assessing the adequacy of the allowance for loan losses, management considers its evaluation of the loan portfolio, past due loan experience, collateral values, current economic conditions and other factors considered necessary to maintain the allowance at an adequate level. Our management believes that the allowance was adequate at June 30, 2015.

 

The following table presents the allocation of the allowance for loan losses for each respective loan category with the corresponding percentage of loans in each category to total loans. Management believes that the comprehensive allowance analysis developed by our credit administration group is in compliance with all current regulatory guidelines.

 

       Percentage of loans 
       in each category 
June 30, 2015  Amount   to total loans 
   (In Thousands) 
Commercial, financial and agricultural  $19,052    42.19%
Real estate - construction   5,674    5.68%
Real estate - mortgage   14,171    50.47%
Consumer   1,123    1.66%
Total  $40,020    100.00%

 

       Percentage of loans 
       in each category 
December 31, 2014  Amount   to total loans 
   (In Thousands) 
Commercial, financial and agricultural  $16,079    44.50%
Real estate - construction   6,395    6.21%
Real estate - mortgage   12,112    47.58%
Consumer   1,043    1.71%
Total  $35,629    100.00%

 

Nonperforming Assets

 

Total nonperforming loans, which include nonaccrual loans and loans 90 or more days past due and still accruing, decreased to $8.7 million at June 30, 2015, compared to $10.1 million at December 31, 2014. Of this total, nonaccrual loans of $8.2 million at June 30, 2015 represented a net decrease of $0.9 million from nonaccrual loans at December 31, 2014. There were two loans 90 or more days past due and still accruing totaling $470,000 at June 30, 2015, compared to one loan 90 or more days past due and still accruing totaling $925,000, at December 31, 2014. Troubled Debt Restructurings (“TDR”) at June 30, 2015 and December 31, 2014 were $8.3 million and $9.0 million, respectively. There are no loans newly classified as a TDR or renewals of existing TDRs during the first two quarters of 2015. During the second quarter of 2014, one loan totaling $1.4 million was newly classified as a TDR and one loan totaling $499,000 was a renewal of an existing TDR.

 

29
 

 

OREO and repossessed assets increased to $8.2 million at June 30, 2015, from $6.8 million at December 31, 2014. The total number of OREO and repossessed asset accounts was 22 at each of June 30, 2015 and December 31, 2014. The following table summarizes OREO and repossessed asset activity for the six months ended June 30, 2015 and 2014:

 

   Six months ended June 30, 
   2015   2014 
   (In thousands) 
Balance at beginning of period  $6,840   $12,861 
OREO acquired - Metro   2,348    - 
Transfers from loans and capitalized expenses   1,941    - 
Proceeds from sales   (2,665)   (5,431)
Internally financed sales   -    (130)
Write-downs / net loss on sales   (229)   (561)
Balance at end of period  $8,235   $6,739 

 

The following table summarizes our nonperforming assets and TDRs at June 30, 2015 and December 31, 2014:

 

   June 30, 2015   December 31, 2014 
       Number of        Number of  
   Balance   Loans   Balance   Loans 
   (Dollar Amounts In Thousands) 
Nonaccrual loans:                    
Commercial, financial and agricultural  $862    8   $172    4 
Real estate - construction   5,084    9    5,049    11 
Real estate - mortgage:                    
Owner-occupied commercial   76    1    683    2 
1-4 family mortgage   944    1    1,596    3 
Other mortgage   564    2    959    1 
Total real estate - mortgage   1,584    4    3,238    6 
Consumer   664    3    666    4 
Total Nonaccrual loans:  $8,194    24   $9,125    25 
                     
90+ days past due and accruing:                    
Commercial, financial and agricultural  $-    -   $925    1 
Real estate - construction   -    -    -    - 
Real estate - mortgage:                    
Owner-occupied commercial   -    -    -    - 
1-4 family mortgage   470    2    -    - 
Other mortgage   -    -    -    - 
Total real estate - mortgage   470    2    -    - 
Consumer   -    -    -    - 
Total 90+ days past due and accruing:  $470    2   $925    1 
                     
Total Nonperforming Loans:  $8,664    26   $10,050    26 
                     
Plus: Other real estate owned and repossessions   8,235    22    6,840    22 
Total Nonperforming Assets  $16,899    48   $16,890    48 
                     
Restructured accruing loans:                    
Commercial, financial and agricultural  $6,621    8   $6,632    8 
Real estate - construction   -    -    -    - 
Real estate - mortgage:                    
Owner-occupied commercial   -    -    -    - 
1-4 family mortgage   -    -    -    - 
Other mortgage   1,658    2    1,663    2 
Total real estate - mortgage   1,658    2    1,663    2 
Consumer   -    -    -    - 
Total restructured accruing loans:  $8,279    10   $8,295    10 
                     
Total Nonperforming assets and restructured accruing loans  $25,178    58   $25,185    58 
                     
Ratios:                    
Nonperforming loans to total loans   0.22%        0.30%     
Nonperforming assets to total loans plus other real estate owned and repossessions   0.44%        0.50%     
Nonperforming assets plus restructured accruing loans to total loans plus other real estate owned and repossessions   0.65%        0.75%     

 

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The balance of nonperforming assets can fluctuate due to changes in economic conditions. We have established a policy to discontinue accruing interest on a loan (i.e., place the loan on nonaccrual status) after it has become 90 days delinquent as to payment of principal or interest, unless the loan is considered to be well-collateralized and is actively in the process of collection. In addition, a loan will be placed on nonaccrual status before it becomes 90 days delinquent unless management believes that the collection of interest is expected. Interest previously accrued but uncollected on such loans is reversed and charged against current income when the receivable is determined to be uncollectible. Interest income on nonaccrual loans is recognized only as received. If we believe that a loan will not be collected in full, we will increase the allowance for loan losses to reflect management’s estimate of any potential exposure or loss. Generally, payments received on nonaccrual loans are applied directly to principal.

 

Impaired Loans and Allowance for Loan Losses

 

As of June 30, 2015, we had impaired loans of $47.1 million, inclusive of nonaccrual loans, an increase of $20.4 million from $26.7 million as of December 31, 2014. This increase is primarily attributable to three commercial relationships totaling $17.7 million newly classified as specifically impaired during 2015 as well as purchased credit impaired loans totaling $4.0 million as of June 30, 2015. We allocated $6.4 million of our allowance for loan losses at June 30, 2015 to these impaired loans, an increase of $1.3 million compared to $5.1 million as of December 31, 2014. A loan is considered impaired, based on current information and events, if it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the original loan agreement. Impairment does not always indicate credit loss, but provides an indication of collateral exposure based on prevailing market conditions and third-party valuations. Impaired loans are measured by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent. The amount of impairment, if any, and subsequent changes are included in the allowance for loan losses. Interest on accruing impaired loans is recognized as long as such loans do not meet the criteria for nonaccrual status. Our credit risk management team performs verification and testing to ensure appropriate identification of impaired loans and that proper reserves are held on these loans.

 

Of the $47.1 million of impaired loans reported as of June 30, 2015, $26.0 million were commercial and industrial loans, $5.8 million were real estate construction loans, $14.6 million were real estate mortgage loans and $0.7 million were consumer loans.

 

Deposits

 

Total deposits increased $0.3 billion, or 8.8%, to $3.7 billion at June 30, 2015 compared to $3.4 billion at December 31, 2014. We anticipate long-term sustainable growth in deposits through continued development of market share in our markets.

 

For amounts and rates of our deposits by category, see the table “Average Consolidated Balance Sheets and Net Interest Analysis on a Fully Taxable-equivalent Basis” under the subheading “Net Interest Income.”

 

Other Borrowings

 

Our borrowings consist of federal funds purchased, subordinated notes payable and Federal Home Loan Bank advances. We had $273.1 million and $264.3 million at June 30, 2015 and December 31, 2014, respectively, in federal funds purchased from correspondent banks that are clients of our correspondent banking unit. The average rate paid on these borrowings was 0.29% for the quarter ended June 30, 2015. Other borrowings consist of $20.0 million of 5.50% Subordinated Notes due November 9, 2022, which were issued in a private placement in November 2012 and $1.2 million of principal reducing advances from the Federal Home Loan Bank of Atlanta, which have an interest rate of 0.75% and require quarterly principal payments of $100,000 until maturity on May 22, 2018.

 

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Liquidity

 

Liquidity is defined as our ability to generate sufficient cash to fund current loan demand, deposit withdrawals, and other cash demands and disbursement needs, and otherwise to operate on an ongoing basis.

 

The retention of existing deposits and attraction of new deposit sources through new and existing customers is critical to our liquidity position. If our liquidity were to decline due to a run-off in deposits, we have procedures that provide for certain actions under varying liquidity conditions. These actions include borrowing from existing correspondent banks, selling or participating loans, and curtailing loan commitments and funding. At June 30, 2015, liquid assets, which are represented by cash and due from banks, federal funds sold and unpledged available-for-sale securities, totaled $228.9 million. Additionally, the Bank had additional borrowing availability of approximately $180.0 million in unused federal funds lines of credit with regional banks, subject to certain restrictions and collateral requirements. We added a new line for $20.0 million during the second quarter of 2015. We believe these sources of funding are adequate to meet immediate anticipated funding needs. Our management meets on a quarterly basis to review sources and uses of funding to determine the appropriate strategy to ensure an appropriate level of liquidity. At the current time, our long-term liquidity needs primarily relate to funds required to support loan originations and commitments and deposit withdrawals. Our regular sources of funding are from the growth of our deposit base, correspondent banking relationships and related federal funds purchased, repayment of principal and interest on loans, the sale of loans and the renewal of time deposits. In addition, we have issued debt as described above under “Other Borrowings”.

 

We are subject to general FDIC guidelines that require a minimum level of liquidity. Management believes our liquidity ratios meet or exceed these guidelines. Our management is not currently aware of any trends or demands that are reasonably likely to result in liquidity materially increasing or decreasing.

 

The following table reflects the contractual maturities of our term liabilities as of June 30, 2015. The amounts shown do not reflect any early withdrawal or prepayment assumptions.

 

   Payments due by Period 
           Over 1 - 3   Over 3 - 5     
   Total   1 year or less   years   years   Over 5 years 
   (In Thousands) 
Contractual Obligations (1)                         
                          
Deposits without a stated maturity  $3,247,471   $-   $-   $-   $- 
Certificates of deposit (2)   481,661    263,282    161,289    52,330    4,760 
Federal funds purchased   273,095    273,095    -    -    - 
Subordinated debentures   21,016    400    800    -    19,816 
Operating lease commitments   15,643    2,918    5,255    3,721    3,749 
Total  $4,038,886   $539,695   $167,344   $56,051   $28,325 

 

(1) Excludes interest

(2) Certificates of deposit give customers the right to early withdrawal. Early withdrawals may be subject to penalties.

The penalty amount depends on the remaining time to maturity at the time of early withdrawal.

 

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Capital Adequacy

 

As of June 30, 2015, our most recent notification from the FDIC categorized us as well-capitalized under the regulatory framework for prompt corrective action. To remain categorized as well-capitalized, we must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as disclosed in the table below. Our management believes that we are well-capitalized under the prompt corrective action provisions as of June 30, 2015.

 

As more fully described in Note 12 – Subsequent Events, We issued subordinated notes payable in the aggregate amount of $34.75 million on July 15, 2015. The notes are intended to qualify as Tier 2 Capital. We plan to use the proceeds from the issuance of the notes to redeem our Senior Non-Cumulative Perpetual Preferred Stock, Series A, issued to the United States Department of the Treasury on June 21, 2011.

 

The following table sets forth (i) the capital ratios required by the FDIC and the Alabama Banking Department’s leverage ratio requirement and (ii) our actual ratios of capital to total regulatory or risk-weighted assets, as of June 30, 2015, December 31, 2014 and June 30, 2014:

 

                   To Be Well Capitalized 
           For Capital Adequacy   Under Prompt Corrective 
   Actual   Purposes   Action Provisions 
   Amount   Ratio   Amount   Ratio   Amount   Ratio 
   (Dollars in thousands)  
As of June 30, 2015:                              
Total Capital to Risk-Weighted Assets:                              
Consolidated  $493,909    12.04%  $328,243    8.00%   N/A    N/A 
ServisFirst Bank   446,699    10.89%   328,122    8.00%  $410,153    10.00%
Tier 1 Capital to Risk-Weighted Assets:                              
Consolidated   434,070    10.58%   246,182    6.00%   N/A    N/A 
ServisFirst Bank   406,679    9.92%   246,092    6.00%   328,122    8.00%
Tier 1 Capital to Average Assets:                              
Consolidated   434,070    9.88    175,725    4.00    N/A    N/A 
ServisFirst Bank   406,679    9.26    175,683    4.00    219,604    5.00 
Common Equity Tier 1 Capital to Risk-Weighted Assets (1):                              
Consolidated   393,735    9.60%   184,637    4.50%   N/A    N/A 
ServisFirst Bank   406,302    9.91%   184,569    4.50%   266,599    6.50%
                               
As of December 31, 2014:                              
Total Capital to Risk-Weighted Assets:                              
Consolidated  $458,073    13.38%  $273,943    8.00%   N/A    N/A 
ServisFirst Bank   397,748    11.62%   273,939    8.00%  $342,424    10.00%
Tier 1 Capital to Risk-Weighted Assets:                              
Consolidated   402,471    11.75%   136,972    4.00%   N/A    N/A 
ServisFirst Bank   362,119    10.58%   136,970    4.00%   205,454    6.00%
Tier 1 Capital to Average Assets:                              
Consolidated   402,471    9.91%   162,377    4.00%   N/A    N/A 
ServisFirst Bank   362,119    8.92%   162,375    4.00%   202,969    5.00%
                               
As of June 30, 2014:                              
Total Capital to Risk-Weighted Assets:                              
Consolidated  $427,458    13.74%  $248,911    8.00%   N/A    N/A 
ServisFirst Bank   373,795    12.01%   248,886    8.00%  $311,108    10.00%
Tier 1 Capital to Risk-Weighted Assets:                              
Consolidated   374,517    12.04%   124,456    4.00%   N/A    N/A 
ServisFirst Bank   340,811    10.95%   124,443    4.00%   186,665    6.00%
Tier 1 Capital to Average Assets:                              
Consolidated   374,517    10.32%   124,456    4.00%   N/A    N/A 
ServisFirst Bank   340,811    9.39%   145,201    4.00%   181,501    5.00%

 

(1) Common Equity Tier 1 Capital to Risk-Weighted Assets became effective for us on January 1, 2015.

 

33
 

 

Off-Balance Sheet Arrangements

 

In the normal course of business, we are a party to financial instruments with off-balance sheet risk to meet the financing needs of our customers. These financial instruments include commitments to extend credit beyond current fundings, credit card arrangements, standby letters of credit, and financial guarantees. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in our balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement we have in those particular financial instruments.

 

Our exposure to credit loss in the event of non-performance by the other party to such financial instruments is represented by the contractual or notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. During the first quarter of 2015, we funded an initial reserve for losses on such off-balance sheet arrangements consistent with guidance in the Federal Reserve Bank’s Interagency Policy Statement SR 06-17. As of June 30, 2015, we had total reserves of $500,000.

 

As part of our mortgage operations, we originate and sell certain loans to investors in the secondary market. We continue to experience a manageable level of investor repurchase demands. For loans sold, we have an obligation to either repurchase the outstanding principal balance of a loan or make the purchaser whole for the economic benefits of a loan if it is determined that the loans sold were in violation of representations and warranties made by the Bank at the time of the sale. Representations and warranties typically include those made regarding loans that had missing or insufficient file documentation or loans obtained through fraud by borrowers or other third parties such as appraisers. We had a reserve of $61,000 as of June 30, 2015 and $31,000 as of December 31, 2014 for the settlement of any repurchase demands by investors. In December 2014 we repurchased one loan with a principal balance of $292,000 from an investor due to a loan-to-value (“LTV”) exception. We currently hold this loan and anticipate re-selling it later in 2015 when its LTV is acceptable. The proceeds from such sale will be posted back into the reserve.

 

Financial instruments whose contract amounts represent credit risk at June 30, 2015 are as follows:

 

   June 30, 2015 
   (In Thousands) 
Commitments to extend credit  $1,318,154 
Credit card arrangements   51,697 
Standby letters of credit   33,414 
   $1,403,265 

 

Commitments to extend credit beyond current funded amounts are agreements to lend to a customer as long as there is no violation of any condition established in the applicable loan agreement. Such commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. We evaluate each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary by us upon extension of credit is based on our management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment and income-producing commercial properties.

 

Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. All letters of credit are due within one year or less of the original commitment date. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

 

Federal funds lines of credit are uncommitted lines issued to downstream correspondent banks for the purpose of providing liquidity to them. The lines are unsecured, and we have no obligation to sell federal funds to the correspondent, nor does the correspondent have any obligation to request or accept purchases of federal funds from us.

 

Results of Operations

 

Summary of Net Income

 

Net income for the three months ended June 30, 2015 was $14.5 million compared to net income of $11.6 million for the three months ended June 30, 2014. Net income for the six months ended June 30, 2015 was $27.5 million compared to net income of $23.3 million for the six months ended June 30, 2014. Core net income for the six months ended June 30, 2015 was $29.1 million compared to core net income for the six months ended June 30, 2014 of $24.7 million. Core net income excludes the impact of non-routine expenses during the comparative periods, as more fully discussed in “Noninterest Expense” below. For a reconciliation of these non-GAAP measures to the most comparable GAAP measure, see “GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures” below. The increase in net income for the three months ended June 30, 2015 compared to 2014 was primarily the result of an $8.2 million increase in net interest income as a result of growth in average earning assets, offset by a $1.7 million increase in provision for loan losses and $2.8 million increase in noninterest expense. The increase in net income for the six months ended June 30, 2015 compared to 2014 was primarily the result of an $14.4 million increase in net interest income as a result of growth in average earning assets, offset by a $1.7 million increase in provision for loan losses and $7.9 million increase in noninterest expense.

 

34
 

 

Basic and diluted net income per common share were $0.56 and $0.54, respectively, for the three months ended June 30, 2015, compared to $0.49 and $0.46, respectively, for the corresponding period in 2014. Basic and diluted net income per common share were $1.07 and $1.04, respectively, for the six months ended June 30, 2015, compared to $1.01 and $0.97, respectively, for the corresponding period in 2014. Core basic and diluted earnings per share were $1.14 and $1.10, respectively, for the six months ended June 30, 2015 compared to $1.08 and $1.03, respectively, for the corresponding period in 2014. Return on average assets for the three and six months ended June 30, 2015 was 1.31% and 1.29%, respectively, compared to 1.28% and 1.32%, respectively, for the corresponding periods in 2014. Core return on average assets for the six months ended June 30, 2015 was 1.37% compared to 1.41% for the corresponding period in 2014. Return on average common stockholders’ equity for the three and six months ended June 30, 2015 was 14.06% and 13.81% compared to 15.03% and 15.61%, respectively, for the corresponding periods in 2014. Core return on average common stockholders’ equity for the six months ended June 30, 2015 was 14.70% compared to 16.70% for the corresponding period in 2014.

 

Net Interest Income

 

Net interest income is the difference between the income earned on interest-earning assets and interest paid on interest-bearing liabilities used to support such assets. The major factors which affect net interest income are changes in volumes, the yield on interest-earning assets and the cost of interest-bearing liabilities. Our management’s ability to respond to changes in interest rates by effective asset-liability management techniques is critical to maintaining the stability of the net interest margin and the momentum of our primary source of earnings.

 

Taxable-equivalent net interest income increased $8.3 million, or 25.6%, to $40.7 million for the three months ended June 30, 2015 compared to $32.4 million for the corresponding period in 2014, and increased $14.5 million, or 22.8%, to $78.2 million for the six months ended June 30, 2015 compared to $63.7 million for the corresponding period in 2014. This increase was primarily attributable to growth in average earning assets, which increased $0.7 billion, or 20.0%, from the second quarter of 2014 to the second quarter of 2015, and $0.7 billion, or 20.6%, from the six months ended June 30, 2014 to the same period in 2015. The taxable-equivalent yield on interest-earning assets increased to 4.26% for the three months ended June 30, 2015 from 4.13% for the corresponding period in 2014, and increased to 4.22% for the six months ended June 30, 2015 from 4.17% for the corresponding period in 2014. The yield on loans for the three months ended June 30, 2015 was 4.51% compared to 4.46% for the corresponding period in 2014, and 4.49% compared to 4.48% for the six months ended June 30, 2015 and June 30, 2014, respectively. Discount accretion on loans acquired in the Metro acquisition in February of 2015 contributed $751,000 and $1,120,000, respectively, for the three and six months ended June 30, 2015. Loan fees included in the yield calculation increased to $292,000 for the three months ended June 30, 2015 from $220,000 for the corresponding period in 2014, and increased to $510,000 for the six months ended June 30, 2015 from $460,000 for the corresponding period in 2014. The cost of total interest-bearing liabilities was unchanged at 0.53% for the three months ended June 30, 2015 compared to corresponding period in 2014, and decreased to 0.52% for the six months ended June 30, 2015 from 0.54% for the corresponding period in 2014. Net interest margin for the three months ended June 30, 2015 was 3.88% compared to 3.74% for the corresponding period in 2014, and 3.84% for the six months ended June 30, 2015 compared to 3.76% for the corresponding period in 2014.

 

The following tables show, for the three and six months ended June 30, 2015 and June 30, 2014, the average balances of each principal category of our assets, liabilities and stockholders’ equity, and an analysis of net interest revenue. The accompanying tables reflect changes in our net interest margin as a result of changes in the volume and rate of our interest-earning assets and interest-bearing liabilities for the same periods. Changes as a result of mix or the number of days in the periods have been allocated to the volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. The tables are presented on a taxable-equivalent basis where applicable:

 

35
 

 

Average Consolidated Balance Sheets and Net Interest Analysis

On a Fully Taxable-Equivalent Basis

For the Three Months Ended June 30, 2015 and 2014

(Dollar Amounts In Thousands)

 

   2015   2014 
       Interest   Average       Interest   Average 
   Average   Earned /   Yield /   Average   Earned /   Yield / 
   Balance   Paid   Rate   Balance   Paid   Rate 
Assets:                              
Interest-earning assets:                              
Loans, net of unearned income (1)                              
Taxable  $3,731,699   $41,949    4.51%  $2,978,631   $33,095    4.46%
Tax-exempt (2)   10,005    125    5.00    15,803    128    3.24 
Mortgage loans held for sale   12,718    70    2.21    8,048    65    3.24 
Investment securities:                              
Taxable   193,848    1,105    2.28    188,148    1,127    2.40 
Tax-exempt (2)   136,104    1,337    3.93    123,897    1,269    4.10 
Total investment securities (3)   329,952    2,442    2.96    312,045    2,396    3.08 
Federal funds sold   26,638    24    0.36    41,388    38    0.37 
Restricted equity securities   4,953    39    3.16    3,446    65    7.57 
Interest-bearing balances with banks   97,482    62    0.26    121,532    75    0.25 
Total interest-earning assets  $4,213,447   $44,711    4.26%  $3,480,893   $35,862    4.13%
Non-interest-earning assets:                              
Cash and due from banks   58,347              57,387           
Net fixed assets and equipment   16,323              8,377           
Allowance for loan losses, accrued interest and other assets   129,233              88,849           
Total assets  $4,417,350              3,635,506           
                               
Liabilities and stockholders' equity:                              
Interest-bearing liabilities:                              
Interest-bearing demand deposits  $579,650   $397    0.27%  $482,115   $320    0.27%
Savings deposits   37,697    26    0.28    25,406    18    0.28 
Money market accounts   1,653,708    1,837    0.45    1,472,346    1,607    0.44 
Time deposits   480,140    1,252    1.05    402,613    1,083    1.08 
Federal funds purchased   275,888    200    0.29    195,809    136    0.28 
Other borrowings   21,238    286    5.40    19,953    283    5.69 
Total interest-bearing liabilities  $3,048,321   $3,998    0.53%  $2,598,242   $3,447    0.53%
Non-interest-bearing liabilities:                              
Non-interest-bearing demand deposits   908,020              675,098           
Other liabilities   11,793              15,908           
Stockholders' equity   444,302              341,371           
Unrealized gains on securities and derivatives   4,914              4,888           
Total liabilities and stockholders' equity  $4,417,350             $3,635,507           
Net interest spread             3.73%             3.60%
Net interest margin             3.88%             3.74%

 

(1)Non-accrual loans are included in average loan balances in all periods. Loan fees of $292,000 and $220,000 are included in interest income in 2015 and 2014, respectively.
(2)Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 35%.
(3)Unrealized gains of $7,009,000 and $7,519,000 are excluded from the yield calculation in 2015 and 2014, respectively.

 

36
 

 

   For the Three Months Ended June 30, 
   2015 Compared to 2014 
   Increase (Decrease) in Interest Income and Expense Due
to Changes in:
 
   Volume   Rate   Total 
   (In Thousands) 
Interest-earning assets:               
Loans, net of unearned income               
Taxable  $8,461   $393   $8,854 
Tax-exempt   (57)   54    (3)
Mortgages held for sale   30    (25)   5 
Debt securities:               
Taxable   33    (55)   (22)
Tax-exempt   121    (53)   68 
Total debt securities   154    (108)   46 
Federal funds sold   (13)   (1)   (14)
Restricted equity securities   21    (47)   (26)
Interest-bearing balances with banks   (15)   2    (13)
Total interest-earning assets   8,581    268    8,849 
                
Interest-bearing liabilities:               
Interest-bearing demand deposits   67    10    77 
Savings   8    -    8 
Money market accounts   201    29    230 
Time deposits   203    (34)   169 
Federal funds purchased   58    6    64 
Other borrowed funds   17    (14)   3 
Total interest-bearing liabilities   554    (3)   551 
Increase in net interest income  $8,027   $271   $8,298 

 

We also have experienced a favorable variance relating to the interest rate component because rates on earning assets advanced by 13 basis points while the cost of interest-bearing liabilities remained the same. Growth in noninterest-bearing deposits has also contributed to the growth in net interest income. Our growth in loans continues to drive favorable volume component change and overall change.

 

37
 

 

Average Consolidated Balance Sheets and Net Interest Analysis

On a Fully Taxable-Equivalent Basis

For the Six Months Ended June 30, 2015 and 2014

(Dollar Amounts In Thousands)

 

   2015   2014 
       Interest           Interest     
   Average   Earned /   Average   Average   Earned /   Average 
   Balance   Paid   Yield / Rate   Balance   Paid   Yield / Rate 
Assets:                              
Interest-earning assets:                              
Loans, net of unearned income (1)                              
Taxable  $3,612,691   $80,472    4.49%  $2,935,770   $65,231    4.48%
Tax-exempt (2)   10,092    252    4.99    15,180    248    3.27 
Mortgage loans held for sale   9,817    106    2.18    6,282    95    3.05 
Investment securities:                              
Taxable   195,678    2,231    2.28    181,532    2,223    2.45 
Tax-exempt (2)   133,068    2,638    3.96    123,295    2,526    4.10 
Total investment securities (3)   328,746    4,869    2.96    304,827    4,749    3.14 
Federal funds sold   33,003    49    0.30    48,104    85    0.36 
Restricted equity securities   4,638    74    3.22    3,591    65    3.65 
Interest-bearing balances with banks   109,881    152    0.28    102,014    89    0.18 
Total interest-earning assets  $4,108,868   $85,974    4.22%  $3,415,768   $70,562    4.17%
Non-interest-earning assets:                              
Cash and due from banks   58,762              56,738           
Net fixed assets and equipment   15,091              8,549           
Allowance for loan losses, accrued interest and other assets   125,057              87,111           
Total assets  $4,307,778             $3,568,166           
                               
Liabilities and stockholders' equity:                              
Interest-bearing liabilities:                              
Interest-bearing demand deposits  $566,682   $762    0.27%  $480,406   $638    0.27%
Savings deposits   36,917    52    0.28    25,245    35    0.28 
Money market accounts   1,636,426    3,619    0.45    1,444,649    3,164    0.44 
Time deposits   463,206    2,349    1.02    407,590    2,205    1.09 
Federal funds purchased   273,233    391    0.29    195,888    270    0.28 
Other borrowings   21,050    571    5.47    19,949    566    5.72 
Total interest-bearing liabilities  $2,997,514   $7,744    0.52%  $2,573,727   $6,878    0.54%
Non-interest-bearing liabilities:                              
Non-interest-bearing demand deposits   860,908              657,641           
Other liabilites   10,720              10,982           
Stockholders' equity   433,633              321,054           
Unrealized gains on securities and derivatives   5,003              4,762           
Total liabilities and stockholders' equity  $4,307,778             $3,568,166           
Net interest spread             3.70%             3.63%
Net interest margin             3.84%             3.76%

 

(1)Non-accrual loans are included in average loan balances in all periods. Loan fees of $510,000 and $460,000 are included in interest income in 2015 and 2014, respectively.
(2)Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 35%.
(3)Unrealized gains of $6,993,000 and $7,329,000 are excluded from the yield calculation in 2015 and 2014, respectively.

 

38
 

 

   For the Six Months Ended June 30, 
   2015 Compared to 2014 
   Increase (Decrease) in Interest Income and Expense Due to
Changes in:
 
   Volume   Rate   Total 
   (In Thousands) 
Interest-earning assets:               
Loans, net of unearned income               
Taxable  $15,078   $163   $15,241 
Tax-exempt   (100)   104    4 
Mortgages held for sale   43    (32)   11 
Debt securities:               
Taxable   167    (159)   8 
Tax-exempt   196    (84)   112 
Total debt securities   363    (243)   120 
Federal funds sold   (24)   (12)   (36)
Restricted equity securities   18    (9)   9 
Interest-bearing balances with banks   7    56    63 
Total interest-earning assets   15,385    27    15,412 
                
Interest-bearing liabilities:               
Interest-bearing demand deposits   116    8    124 
Savings   16    1    17 
Money market accounts   424    31    455 
Time deposits   288    (144)   144 
Federal funds purchased   111    10    121 
Other borrowed funds   30    (25)   5 
Total interest-bearing liabilities   985    (119)   866 
Increase in net interest income  $14,400   $146   $14,546 

 

Our growth in loans continues to drive favorable volume component change and overall change. We also experienced a modest favorable rate component change during the six months ended June 30, 2015 as the average rate on interest-bearing assets advanced 5 basis points while the cost of interest-bearing liabilities fell by 2 basis points.

 

Provision for Loan Losses

 

The provision for loan losses represents the amount determined by management to be necessary to maintain the allowance for loan losses at a level capable of absorbing inherent losses in the loan portfolio. Our management reviews the adequacy of the allowance for loan losses on a quarterly basis. The allowance for loan losses calculation is segregated into various segments that include classified loans, loans with specific allocations and pass rated loans. A pass rated loan is generally characterized by a very low to average risk of default and in which management perceives there is a minimal risk of loss. Loans are rated using a nine-point risk grade scale with loan officers having the primary responsibility for assigning risk grades and for the timely reporting of changes in the risk grades. Based on these processes, and the assigned risk grades, the criticized and classified loans in the portfolio are segregated into the following regulatory classifications: Special Mention, Substandard, Doubtful or Loss, with some general allocation of reserve based on these grades. At June 30, 2015, total loans rated Special Mention, Substandard, and Doubtful were $115.7 million, or 3.0% of total loans, compared to $77.6 million, or 2.3% of total loans, at December 31, 2014. Impaired loans are reviewed specifically and separately under FASB ASC 310-30-35, Subsequent Measurement of Impaired Loans, to determine the appropriate reserve allocation. Our management compares the investment in an impaired loan with the present value of expected future cash flow discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral, if the loan is collateral-dependent, to determine the specific reserve allowance. Reserve percentages assigned to non-impaired loans are based on historical charge-off experience adjusted for other risk factors. To evaluate the overall adequacy of the allowance to absorb losses inherent in our loan portfolio, our management considers historical loss experience based on volume and types of loans, trends in classifications, volume and trends in delinquencies and nonaccruals, economic conditions and other pertinent information. Based on future evaluations, additional provisions for loan losses may be necessary to maintain the allowance for loan losses at an appropriate level.

 

The provision for loan losses was $4.1 million for the three months ended June 30, 2015, an increase of $1.7 million from $2.4 million for the three months ended June 30, 2014, and was $6.5 million for the six months ended June 30, 2015, a $1.7 million increase, compared to $4.8 million for the six months ended June 30, 2014. The increase in provision for loan losses for the three and six month periods ended June 30, 2015 is primarily attributable to loan growth. Nonperforming loans decreased to $8.7 million, or 0.22% of total loans, at June 30, 2015 from $10.1 million, or 0.30% of total loans, at December 31, 2014, and were also lower than $13.2 million, or 0.43% of total loans, at June 30, 2014. Impaired loans increased to $47.1 million, or 1.22% of total loans, at June 30, 2015, compared to $27.6 million, or 0.82% of total loans, at December 31, 2014. The allowance for loan losses totaled $40.0 million, or 1.04% of total loans, net of unearned income, at June 30, 2015, compared to $35.6 million, or 1.06% of loans, net of unearned income, at December 31, 2014. Accounting requirements for the first quarter 2015 acquisition of Metro has affected the comparability of the allowance as a percentage of loans. Excluding former Metro loans recorded at acquisition date fair value, the allowance for loan losses approximates 1.09% of all other loans.

 

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Non-interest Income

 

Non-interest income totaled $3.5 million for the three months ended June 30, 2015, an increase of $0.6 million, or 19.3%, compared to the corresponding period in 2014, and totaled $6.6 million for the six months ended June 30, 2015, an increase of $1.5 million, or 28.7%, compared to the corresponding period in 2014. Service charges on deposit accounts increased to $1.3 million for the three months ended June 30, 2015 compared to $1.1 million for the same period in 2014, and increased to $2.5 million for the six months ended June 30, 2015 compared to $1.9 million for the same period in 2014. This increase was primarily the result of increases in monthly service charges and various transaction fees on many of our business account types that became effective in May 2014. Income from credit cards increased to $0.6 million for the three months ended June 30, 2015 from $0.5 million for the same period in 2014, and increased to $1.0 million for the six months ended June 30, 2015 compared to $0.9 million for the same period in 2014, which primarily resulted in the increase in other operating income. Increases in the cash surrender value of bank-owned life insurance contracts increased by $0.1 million and $0.2 million during the three and six month periods ended June 30, 2015 compared to the same periods in 2014, a result of the purchase of additional life insurance contracts in September 2014, and $2.7 million in contracts acquired in the Metro transaction. Income from mortgage banking for the six months ended June 30, 2015 was $1.2 million, up from $1.0 million for the same period in 2014. Improvements in home sales in our markets have resulted in an increase in purchase-money originations. We sold one debt security during the first quarter of 2015 with a small gain.

 

Non-interest Expense

 

Non-interest expense totaled $18.2 million for the three months ended June 30, 2015, an increase of $2.8 million, or 18.1%, compared to $15.4 million for the same period in 2014, and totaled $37.0 million for the six months ended June 30, 2015, an increase of $7.8 million, or 26.8%, compared to $29.1 million for the same period in 2014.

 

Details of expenses are as follows:

 

·Salary and benefit expense increased $1.3 million, or 14.6%, to $10.4 million for the three months ended June 30, 2015 from $9.1 million for the same period in 2014, and increased $2.6 million, or 15.7%, to $19.4 million for the six months ended June 30, 2015 from $16.8 million for the same period in 2014. Salary and benefit expense for the second quarter of 2014 included a non-routine expense of $1.8 million resulting from the accelerated vesting of stock options previously granted to members of our advisory boards in our markets. Excluding this non-routine expense, salary and benefit expense increased $3.1 million, or 42.5% for the three months ended June 30, 2015 over the corresponding period in 2014. This increase is primarily the result of employees of Metro Bank coming on board in February 2015 and new employee hires in our newer markets of Nashville, Tennessee and Charleston, South Carolina. Additionally, incentive accruals increased $0.8 million and $1.6 million for the three and six months ended June 30, 2015, respectively, compared to the corresponding periods in 2014. During the first quarter of each year we typically reverse any over-accrual of incentive from the prior year. Such reversals were approximately $0.6 million in 2015 and 2014. We had 371 full-time equivalent employees at June 30, 2015 compared to 280 at June 30, 2014, a 32.5% increase.

 

·Equipment and occupancy expense increased $0.2 million, or 16.0%, to $1.6 million for the three months ended June 30, 2015 from $1.4 million for the corresponding period in 2014, and increased $0.5 million, or 18.7%, to $3.3 million from $2.8 million for the six months ended June 30, 2015 compared to the corresponding period in 2014. These increases are attributable to our continued expansion into new markets and the Metro transaction.

 

·Merger expenses related to the acquisition of Metro during the first half of 2015 were $2.1 million.

 

·Other operating expenses increased $1.0 million to $4.6 million for the three months ended June 30, 2015 compared to the same period in 2014, and increased $2.5 million to $9.2 million for the six months ended June 30, 2015 compared to the same period in 2014. Increases in Federal Reserve Bank service charges of $0.1 million and $0.3 million for the three and six months ended June 30, 2015 when compared to the corresponding periods in 2014 are the result of increased clearing services for correspondent bank clients. We also incurred a non-routine expense of $0.5 million during the first quarter of 2015 to fund a reserve for unfunded loan commitments consistent with guidance provided in the Federal Reserve Bank’s Interagency Policy Statement SR 06-17. Expenses relating to our growth in loans and expansion into new markets also contributed to the increased other operating expenses in the 2015 periods.

 

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The following table presents our non-interest income and non-interest expense for the three and six month periods ending June 30, 2015 compared to the same periods in 2014.

 

   Three Months Ended June 30,           Six Months Ended June 30,         
   2015   2014   $ change   % change   2015   2014   $ change   % change 
Non-interest income:                                        
Service charges on deposit accounts  $1,276   $1,057   $219    20.7%  $2,483   $1,925   $558    29.0%
Mortgage banking   735    674    61    9.1%   1,189    958    231    24.1%
Securities gains   -    -    -    NM    29    -    29    NM%
Increase in cash surrender value life insurance   660    546    114    20.9%   1,308    1,082    226    20.9%
Other operating income   834    661    173    26.2%   1,573    1,148    425    37.0%
Total non-interest income  $3,505   $2,938   $567    19.3%  $6,582   $5,113   $1,469    28.7%
                                         
Non-interest expense:                                        
Salaries and employee benefits  $10,426   $9,098   $1,328    14.6%  $19,434   $16,795   $2,639    15.7%
Equipment and occupancy expense   1,634    1,409    225    16.0%   3,295    2,775    520    18.7%
Professional services   665    532    133    25.0%   1,233    1,048    185    17.7%
FDIC and other regulatory assessments   626    528    98    18.6%   1,246    1,045    201    19.2%
OREO expense   289    298    (