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EX-32.02 - EXHIBIT 32.02 - ServisFirst Bancshares, Inc.exh_3202.htm
EX-32.01 - EXHIBIT 32.01 - ServisFirst Bancshares, Inc.exh_3201.htm
EX-31.02 - EXHIBIT 31.02 - ServisFirst Bancshares, Inc.exh_3102.htm
EX-31.01 - EXHIBIT 31.01 - ServisFirst Bancshares, Inc.exh_3101.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

 

FORM 10-Q

 

 

 

(Mark one)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017

 

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)

 

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

 

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 ☒   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 ☒   No ☐


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

 

Large accelerated filer ☒    Accelerated filer ☐    Non-accelerated filer ☐    Smaller reporting company☐     Emerging growth company ☐

 

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

 

 

 

 

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

 

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 April 28, 2017
Common stock, $.001 par value 52,831,896
   

 

 

 

 

 

 

 

 

TABLE OF CONTENTS

 

 

PART I. FINANCIAL INFORMATION 4
Item 1. Consolidated Financial Statements 4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 25
Item 3. Quantitative and Qualitative Disclosures about Market Risk 37
Item 4. Controls and Procedures 38
       
PART II. OTHER INFORMATION 38
Item 1 Legal Proceedings 38
Item 1A. Risk Factors 38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 38
Item 3. Defaults Upon Senior Securities 39
Item 4. Mine Safety Disclosures 39
Item 5. Other Information 39
Item 6. Exhibits 39

 

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

 

 

 

3
 

 

PART 1. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

 

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

 

   March 31, 2017  December 31, 2016
   (Unaudited)  (1)
ASSETS          
Cash and due from banks  $54,993   $56,855 
Interest-bearing balances due from depository institutions   283,181    566,707 
Federal funds sold   127,390    160,435 
Cash and cash equivalents   465,564    783,997 
Available for sale debt securities, at fair value   453,956    422,375 
Held to maturity debt securities (fair value of $73,180 and $63,302 at March 31, 2017 and December 31, 2016, respectively)   72,057    62,564 
Equity securities   1,034    1,024 
Mortgage loans held for sale   6,599    4,675 
Loans   5,151,984    4,911,770 
Less allowance for loan losses   (53,892)   (51,893)
Loans, net   5,098,092    4,859,877 
Premises and equipment, net   46,407    40,314 
Accrued interest and dividends receivable   16,051    15,801 
Deferred tax assets   26,966    27,132 
Other real estate owned and repossessed assets   5,102    4,988 
Bank owned life insurance contracts   115,112    114,388 
Goodwill and other identifiable intangible assets   14,924    14,996 
Other assets   14,301    18,317 
Total assets  $6,336,165   $6,370,448 
LIABILITIES AND STOCKHOLDERS' EQUITY          
Liabilities:          
Deposits:          
Noninterest-bearing  $1,292,440   $1,281,605 
Interest-bearing   4,069,092    4,138,706 
Total deposits   5,361,532    5,420,311 
Federal funds purchased   358,241    355,944 
Other borrowings   55,169    55,262 
Accrued interest payable   4,214    4,401 
Other liabilities   11,861    11,641 
Total liabilities   5,791,017    5,847,559 
Stockholders' equity:          
Preferred stock, Series A Senior Non-Cumulative Perpetual, par value $0.001 (liquidation preference $1,000), net of discount; no shares authorized or outstanding at March 31, 2017 and December 31, 2016   -    - 
Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at March 31, 2017 and December 31, 2016   -    - 
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 52,812,396 shares issued and outstanding at March 31, 2017, and 52,636,896 shares issued and outstanding at December 31, 2016   53    53 
Additional paid-in capital   217,195    215,932 
Retained earnings   327,029    307,151 
Accumulated other comprehensive income   369    (624)
Total stockholders' equity attributable to ServisFirst Bancshares, Inc.   544,646    522,512 
Noncontrolling interest   502    377 
Total stockholders' equity   545,148    522,889 
Total liabilities and stockholders' equity  $6,336,165   $6,370,448 

 

(1) derived from audited financial statements

 

See Notes to Consolidated Financial Statements.

 

4
 

 

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share amounts)

(Unaudited)

 

   Three Months Ended March 31,
   2017  2016
Interest income:          
Interest and fees on loans  $55,556   $47,247 
Taxable securities   2,087    1,269 
Nontaxable securities   765    858 
Federal funds sold   519    73 
Other interest and dividends   590    514 
Total interest income   59,517    49,961 
Interest expense:          
Deposits   5,982    4,361 
Borrowed funds   1,483    1,421 
Total interest expense   7,465    5,782 
Net interest income   52,052    44,179 
Provision for loan losses   4,986    2,059 
Net interest income after provision for loan losses   47,066    42,120 
Noninterest income:          
Service charges on deposit accounts   1,354    1,307 
Mortgage banking   899    668 
Increase in cash surrender value life insurance   724    624 
Other operating income   1,569    836 
Total noninterest income   4,546    3,435 
Noninterest expenses:          
Salaries and employee benefits   11,713    11,067 
Equipment and occupancy expense   2,250    1,985 
Professional services   771    738 
FDIC and other regulatory assessments   997    750 
Other real estate owned expense   76    449 
Other operating expenses   5,460    4,301 
Total non-interest expenses   21,267    19,290 
Income before income taxes   30,345    26,265 
Provision for income taxes   7,826    6,309 
Net income   22,519    19,956 
Dividends on preferred stock   -    - 
Net income available to common stockholders  $22,519   $19,956 
           
Basic earnings per common share  $0.43   $0.38 
           
Diluted earnings per common share  $0.42   $0.38 

 

See Notes to Consolidated Financial Statements.

 

5
 

 

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

 

   Three Months Ended March 31,
   2017  2016
Net income  $22,519   $19,956 
Other comprehensive income, net of tax:          
Unrealized holding gains arising during period from securities available for sale, net of tax of $534 and $984 for 2017 and 2016, respectively   993    1,837 
Comprehensive income  $23,512   $21,793 

 

See Notes to Consolidated Financial Statements.

 

 

 

 

 

6
 

 

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

(In thousands, except share amounts)

(Unaudited)

 

               Accumulated      
         Additional     Other     Total
   Preferred  Common  Paid-in  Retained  Comprehensive  Noncontrolling  Stockholders'
   Stock  Stock  Capital  Earnings  Income  Interest  Equity
Balance, December 31, 2015  $-   $52   $211,546   $234,124   $3,048   $377   $449,147 
Common dividends declared, $0.04 per share   -    -    -    (2,095)   -    -    (2,095)
Issue 411,000 shares of common stock upon exercise and vesting of stock options and restricted stock   -    -    1,752    -    -    -    1,752 
Stock based compensation expense   -    -    343    -    -    -    343 
Other comprehensive income, net of tax   -    -    -    -    1,837    -    1,837 
Net income   -    -    -    19,956    -    -    19,956 
Balance, March 31, 2016  $-   $52   $213,641   $251,985   $4,885   $377   $470,940 
                                    
Balance, December 31, 2016  $-   $53   $215,932   $307,151   $(624)  $377   $522,889 
Common dividends declared, $0.05 per share   -    -    -    (2,641)   -    -    (2,641)
Issue 175,500 shares of common stock upon exercise of stock options   -    -    926    -    -    -    926 
Issue 125 shares of REIT preferred stock   -    -    -    -    -    125    125 
Stock based compensation expense   -    -    337    -    -    -    337 
Other comprehensive income, net of tax   -    -    -    -    993    -    993 
Net income   -    -    -    22,519    -    -    22,519 
Balance, March 31, 2017  $-   $53   $217,195   $327,029   $369   $502   $545,148 

 

See Notes to Consolidated Financial Statements.

 

 

7
 

 

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

 

   Three Months Ended March 31,
   2017  2016
OPERATING ACTIVITIES          
Net income  $22,519   $19,956 
Adjustments to reconcile net income to net cash provided by          
Deferred tax (benefit)   (369)   (255)
Provision for loan losses   4,986    2,059 
Depreciation   752    730 
Accretion on acquired loans   (143)   (290)
Amortization of core deposit intangible   72    91 
Net amortization of debt securities available for sale   1,001    634 
(Increase) decrease in accrued interest and dividends receivable   (250)   282 
Stock-based compensation expense   337    343 
(Decrease) increase in accrued interest payable   (187)   1,274 
Proceeds from sale of mortgage loans held for sale   32,501    27,918 
Originations of mortgage loans held for sale   (33,526)   (24,091)
Gain on sale of mortgage loans held for sale   (899)   (668)
Net (gain) loss on sale of other real estate owned and repossessed assets   (36)   19 
Write down of other real estate owned and repossessed assets   -    373 
Losses of tax credit partnerships   (22)   38 
Increase in cash surrender value of life insurance contracts   (724)   (624)
Net change in other assets, liabilities, and other operating activities   3,202    (515)
Net cash provided by operating activities   29,214    27,274 
INVESTMENT ACTIVITIES          
Purchase of securities available for sale   (53,885)   (10,069)
Proceeds from maturities, calls and paydowns of securities available for sale   23,357    21,119 
Purchase of securities held to maturity   (9,786)   (439)
Proceeds from maturities, calls and paydowns of securities held to maturity   293    326 
Purchase of equity securities   (10)   (708)
Increase in loans   (243,562)   (124,622)
Purchase of premises and equipment   (6,844)   (2,285)
Expenditures to complete construction of other real estate owned   -    (3)
Proceeds from sale of other real estate owned and repossessed assets   426    1,013 
Net cash used in investing activities   (290,011)   (115,668)
FINANCING ACTIVITIES          
Net increase in non-interest-bearing deposits   10,835    16,808 
Net (decrease) increase in interest-bearing deposits   (69,614)   99,051 
Net increase in federal funds purchased   2,297    145,525 
Repayment of Federal Home Loan Bank advances   (100)   (100)
Proceeds from sale of preferred stock, net   125    - 
Proceeds from exercise of stock options   926    1,752 
Dividends paid on common stock   (2,105)   (1,240)
Net cash provided by financing activities   (57,636)   261,796 
Net (decrease) increase in cash and cash equivalents   (318,433)   173,402 
Cash and cash equivalents at beginning of period   783,997    352,235 
Cash and cash equivalents at end of period  $465,564   $525,637 
SUPPLEMENTAL DISCLOSURE          
Cash paid for:          
Interest  $7,652   $4,508 
Income taxes   652    674 
Income tax refund   (181)   (867)
NONCASH TRANSACTIONS          
Other real estate acquired in settlement of loans  $553   $1,076 
Internally financed sales of other real estate owned   49    1,022 
Dividends declared   2,641    2,095 

 

See Notes to Consolidated Financial Statements.

 

8
 

SERVISFIRST BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2017

(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, 2016.

 

On December 20, 2016, the Company effected a two-for-one split of its common stock in the form of a stock dividend. Except where specifically indicated otherwise, all reported amounts in this Form 10-Q have been adjusted to give effect to this stock split.

 

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

 

 

NOTE 2 - 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 3 - EARNINGS PER COMMON SHARE

 

Basic earnings per common share are computed by dividing net income 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. All reported amounts in this Form 10-Q have been adjusted to give effect to the 2-for-1 stock split disclosed above.

 

 

   Three Months Ended March 31,
   2017  2016
   (In Thousands, Except Shares and Per
Share Data)
Earnings per common share          
Weighted average common shares outstanding   52,745,335    52,194,726 
Net income available to common stockholders  $22,519   $19,956 
Basic earnings per common share  $0.43   $0.38 
           
Weighted average common shares outstanding   52,745,335    52,194,726 
Dilutive effects of assumed conversions and exercise of stock options and warrants   1,388,387    938,894 
Weighted average common and dilutive potential common shares outstanding   54,133,722    53,133,620 
Net income available to common stockholders  $22,519   $19,956 
Diluted earnings per common share  $0.42   $0.38 

 

 

9
 

 

NOTE 4 - SECURITIES

 

The amortized cost and fair value of available-for-sale and held-to-maturity securities at March 31, 2017 and December 31, 2016 are summarized as follows:

 

  Amortized
Cost
  Gross
Unrealized
Gain
  Gross
Unrealized
Loss
  Fair Value
March 31, 2017  (In Thousands)
Available for sale debt securities                    
U.S. Treasury and government sponsored agencies  $57,732   $408   $(106)  $58,034 
Mortgage-backed securities   254,225    1,315    (2,155)   253,385 
State and municipal securities   136,431    1,372    (268)   137,535 
Corporate debt   4,996    6    -    5,002 
Total  $453,384   $3,101   $(2,529)  $453,956 
Held to maturity debt securities                    
Mortgage-backed securities  $28,658   $312   $(269)  $28,701 
State and municipal securities   5,889    308    (6)   6,191 
Corporate debt   37,510    794    (16)   38,288 
Total  $72,057   $1,414   $(291)  $73,180 
                     
December 31, 2016                    
Available for sale debt securities                    
U.S. Treasury and government sponsored agencies  $45,998   $382   $(126)  $46,254 
Mortgage-backed securities   228,843    1,515    (3,168)   227,190 
State and municipal securities   139,504    1,120    (694)   139,930 
Corporate debt   8,985    16    -    9,001 
Total  $423,330   $3,033   $(3,988)  $422,375 
Held to maturity debt securities                    
Mortgage-backed securities  $19,164   $321   $(245)  $19,240 
State and municipal securities   5,888    315    (12)   6,191 
Corporate debt   37,512    374    (15)   37,871 
Total  $62,564   $1,010   $(272)  $63,302 

 

The amortized cost and fair value of debt securities as of March 31, 2017 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.

 

  March 31, 2017  December 31, 2016
  Amortized Cost  Fair Value  Amortized Cost  Fair Value
  (In thousands)
Available for sale debt securities                    
Due within one year  $19,508   $19,587   $28,270   $28,400 
Due from one to five years   154,295    155,590    152,347    153,003 
Due from five to ten years   25,356    25,394    13,870    13,782 
Mortgage-backed securities   254,225    253,385    228,843    227,190 
   $453,384   $453,956   $423,330   $422,375 
                     
Held to maturity debt securities                    
Due from one to five years  $250   $250   $250   $250 
Due from five to ten years   34,248    34,879    34,251    34,617 
Due after ten years   8,901    9,350    8,899    9,195 
Mortgage-backed securities   28,658    28,701    19,164    19,240 
   $72,057   $73,180   $62,564   $63,302 

 

 

10
 

 

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 March 31, 2017 and December 31, 2016, 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 March 31, 2017, seven of the Company’s 802 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 March 31, 2017. 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)
March 31, 2017:                              
U.S. Treasury and government sponsored agencies  $(106)  $7,902   $-   $-   $(106)  $7,902 
Mortgage-backed securities   (2,424)   188,130    -    -    (2,424)   188,130 
State and municipal securities   (263)   36,644    (11)   1,412    (274)   38,056 
Corporate debt   (16)   3,030    -    -    (16)   3,030 
Total  $(2,809)  $235,706   $(11)  $1,412   $(2,820)  $237,118 
                               
December 31, 2016:                              
U.S. Treasury and government sponsored agencies  $(126)  $10,865   $-   $-   $(126)  $10,865 
Mortgage-backed securities   (3,413)   174,225    -    -    (3,413)   174,225 
State and municipal securities   (698)   64,502    (8)   1,021    (706)   65,523 
Corporate debt   (15)   3,034    -    -    (15)   3,034 
Total  $(4,252)  $252,626   $(8)  $1,021   $(4,260)  $253,647 

 

 

NOTE 5 – LOANS

 

The following table details the Company’s loans at March 31, 2017 and December 31, 2016:

 

   March 31,  December 31,
   2017  2016
   (Dollars In Thousands)
Commercial, financial and agricultural  $2,061,503   $1,982,267 
Real estate - construction   345,777    335,085 
Real estate - mortgage:          
Owner-occupied commercial   1,262,578    1,171,719 
1-4 family mortgage   554,261    536,805 
Other mortgage   872,955    830,683 
Subtotal: Real estate - mortgage   2,689,794    2,539,207 
Consumer   54,910    55,211 
Total Loans   5,151,984    4,911,770 
Less: Allowance for loan losses   (53,892)   (51,893)
Net Loans  $5,098,092   $4,859,877 
           
Commercial, financial and agricultural   40.01%   40.36%
Real estate - construction   6.71%   6.82%
Real estate - mortgage:          
Owner-occupied commercial   24.51%   23.86%
1-4 family mortgage   10.76%   10.93%
Other mortgage   16.94%   16.91%
Subtotal: Real estate - mortgage   52.21%   51.70%
Consumer   1.07%   1.12%
Total Loans   100.00%   100.00%

 

 

11
 

 

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(s) 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 presently jeopardize debt repayment. These loans are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies 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.

 

Loans by credit quality indicator as of March 31, 2017 and December 31, 2016 were as follows:

 

      Special         
March 31, 2017  Pass  Mention  Substandard  Doubtful  Total
   (In Thousands)
Commercial, financial and agricultural  $1,989,337   $48,280   $23,886   $-   $2,061,503 
Real estate - construction   334,480    7,639    3,658    -    345,777 
Real estate - mortgage:                         
Owner-occupied commercial   1,248,552    6,126    7,900    -    1,262,578 
1-4 family mortgage   549,371    1,161    3,729    -    554,261 
Other mortgage   857,553    14,573    829    -    872,955 
Total real estate - mortgage   2,655,476    21,860    12,458    -    2,689,794 
Consumer   54,823    87    -    -    54,910 
Total  $5,034,116   $77,866   $40,002   $-   $5,151,984 

 

      Special         
December 31, 2016  Pass  Mention  Substandard  Doubtful  Total
   (In Thousands)
Commercial, financial and agricultural  $1,893,664   $61,035   $27,568   $-   $1,982,267 
Real estate - construction   324,958    5,861    4,266    -    335,085 
Real estate - mortgage:                         
Owner-occupied commercial   1,158,615    6,037    7,067    -    1,171,719 
1-4 family mortgage   531,868    2,065    2,872    -    536,805 
Other mortgage   818,724    11,224    735    -    830,683 
Total real estate - mortgage   2,509,207    19,326    10,674    -    2,539,207 
Consumer   55,135    76    -    -    55,211 
Total  $4,782,964   $86,298   $42,508   $-   $4,911,770 

 

 

12
 

 

Loans by performance status as of March 31, 2017 and December 31, 2016 were as follows:

 

March 31, 2017  Performing  Nonperforming  Total
   (In Thousands)
Commercial, financial and agricultural  $2,054,524   $6,979   $2,061,503 
Real estate - construction   343,116    2,661    345,777 
Real estate - mortgage:               
Owner-occupied commercial   1,261,205    1,373    1,262,578 
1-4 family mortgage   553,190    1,071    554,261 
Other mortgage   872,955    -    872,955 
Total real estate - mortgage   2,687,350    2,444    2,689,794 
Consumer   54,894    16    54,910 
Total  $5,139,884   $12,100   $5,151,984 

 

December 31, 2016  Performing  Nonperforming  Total
   (In Thousands)
Commercial, financial and agricultural  $1,974,975   $7,292   $1,982,267 
Real estate - construction   331,817    3,268    335,085 
Real estate - mortgage:               
Owner-occupied commercial   1,165,511    6,208    1,171,719 
1-4 family mortgage   536,731    74    536,805 
Other mortgage   830,683    -    830,683 
Total real estate - mortgage   2,532,925    6,282    2,539,207 
Consumer   55,166    45    55,211 
Total  $4,894,883   $16,887   $4,911,770 

 

Loans by past due status as of March 31, 2017 and December 31, 2016 were as follows:

 

March 31, 2017  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  $1,023   $8   $-   $1,031   $6,979   $2,053,493   $2,061,503 
Real estate - construction   363    -    -    363    2,661    342,753    345,777 
Real estate - mortgage:                                   
Owner-occupied commercial   1,001    -    -    1,001    1,373    1,260,204    1,262,578 
1-4 family mortgage   215    45    -    260    1,071    552,930    554,261 
Other mortgage   2,950    -    -    2,950    -    870,005    872,955 
Total real estate - mortgage   4,166    45    -    4,211    2,444    2,683,139    2,689,794 
Consumer   29    30    16    75    -    54,835    54,910 
Total  $5,581   $83   $16   $5,680   $12,084   $5,134,220   $5,151,984 

 

December 31, 2016  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  $710   $40   $10   $760   $7,282   $1,974,225   $1,982,267 
Real estate - construction   59    -    -    59    3,268    331,758    335,085 
Real estate - mortgage:                                   
Owner-occupied commercial   -    -    6,208    6,208    -    1,165,511    1,171,719 
1-4 family mortgage   160    129    -    289    74    536,442    536,805 
Other mortgage   95    811    -    906    -    829,777    830,683 
Total real estate - mortgage   255    940    6,208    7,403    74    2,531,730    2,539,207 
Consumer   52    17    45    114    -    55,097    55,211 
Total  $1,076   $997   $6,263   $8,336   $10,624   $4,892,810   $4,911,770 

 

 

13
 

 

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 the following homogeneous loan pools by loan type: 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 five 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.

 

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.

 

The following table presents an analysis of the allowance for loan losses by portfolio segment and changes in the allowance for loan losses for the three months ended March 31, 2017 and March 31, 2016. The total allowance for loan losses is disaggregated into those amounts associated with loans individually evaluated and those associated with loans collectively evaluated.

 

14
 

 

 

   Commercial,            
   financial and  Real estate -  Real estate -      
   agricultural  construction  mortgage  Consumer  Total
   (In Thousands)
   Three Months Ended March 31, 2017
Allowance for loan losses:                         
Balance at December 31, 2016  $28,872   $5,125   $17,504   $392   $51,893 
Charge-offs   (2,855)   -    (266)   (75)   (3,196)
Recoveries   190    16    2    1    209 
Provision   2,500    (316)   2,722    80    4,986 
Balance at March 31, 2017  $28,707   $4,825   $19,962   $398   $53,892 
    
   Three Months Ended March 31, 2016
Allowance for loan losses:                         
Balance at December 31, 2015  $21,495   $5,432   $16,061   $431   $43,419 
Charge-offs   (50)   (381)   -    (18)   (449)
Recoveries   3    16    97    -    116 
Provision   1,391    (62)   743    (13)   2,059 
Balance at March 31, 2016  $22,839   $5,005   $16,901   $400   $45,145 
    
   As of March 31, 2017
Allowance for loan losses:                         
Individually Evaluated for Impairment  $5,297   $921   $1,814   $-   $8,032 
Collectively Evaluated for Impairment   23,410    3,904    18,148    398    45,860 
                          
Loans:                         
Ending Balance  $2,061,503   $345,777   $2,689,794   $54,910   $5,151,984 
Individually Evaluated for Impairment   24,230    3,705    15,084    2    43,021 
Collectively Evaluated for Impairment   2,037,273    342,072    2,674,710    54,908    5,108,963 
    
   As of December 31, 2016
Allowance for loan losses:                         
Individually Evaluated for Impairment  $6,607   $923   $622   $-   $8,152 
Collectively Evaluated for Impairment   22,265    4,202    16,882    392    43,741 
                          
Loans:                         
Ending Balance  $1,982,267   $335,085   $2,539,207   $55,211   $4,911,770 
Individually Evaluated for Impairment   27,922    4,314    13,350    3    45,589 
Collectively Evaluated for Impairment   1,954,345    330,771    2,525,857    55,208    4,866,181 

 

 

15
 

 

The following table presents details of the Company’s impaired loans as of March 31, 2017 and December 31, 2016, respectively. Loans which have been fully charged off do not appear in the table.

 

   March 31, 2017
            For the three months
            ended March 31, 2017
              Interest
     Unpaid    Average  Income
   Recorded  Principal  Related  Recorded  Recognized
   Investment  Balance  Allowance  Investment  in Period
   (In Thousands)
With no allowance recorded:                         
Commercial, financial and agricultural  $1,001   $1,001   $-   $1,007   $16 
Real estate - construction   330    333    -    333    1 
Real estate - mortgage:                         
Owner-occupied commercial   2,561    2,725    -    2,750    40 
1-4 family mortgage   2,758    2,758    -    2,831    22 
Other mortgage   924    924    -    931    14 
Total real estate - mortgage   6,243    6,407    -    6,512    76 
Consumer   2    4    -    4    - 
Total with no allowance recorded   7,576    7,745    -    7,856    93 
                          
With an allowance recorded:                         
Commercial, financial and agricultural   23,229    23,229    5,297    23,063    228 
Real estate - construction   3,375    3,375    921    3,374    14 
Real estate - mortgage:                         
Owner-occupied commercial   7,774    7,774    1,445    7,317    79 
1-4 family mortgage   971    971    273    972    12 
Other mortgage   96    96    96    287    4 
Total real estate - mortgage   8,841    8,841    1,814    8,576    95 
Consumer   -    -    -    -    - 
Total with allowance recorded   35,445    35,445    8,032    35,013    337 
                          
Total Impaired Loans:                         
Commercial, financial and agricultural   24,230    24,230    5,297    24,070    244 
Real estate - construction   3,705    3,708    921    3,707    15 
Real estate - mortgage:                         
Owner-occupied commercial   10,335    10,499    1,445    10,067    119 
1-4 family mortgage   3,729    3,729    273    3,803    34 
Other mortgage   1,020    1,020    96    1,218    18 
Total real estate - mortgage   15,084    15,248    1,814    15,088    171 
Consumer   2    4    -    4    - 
Total impaired loans  $43,021   $43,190   $8,032   $42,869   $430 

 

 

16
 

 

 

   December 31, 2016
            For the twelve months
            ended December 31, 2016
              Interest
     Unpaid    Average  Income
   Recorded  Principal  Related  Recorded  Recognized
   Investment  Balance  Allowance  Investment  in Period
   (In Thousands)
With no allowance recorded:                         
Commercial, financial and agricultural  $1,003   $1,003   $-   $992   $64 
Real estate - construction   938    1,802    -    1,159    3 
Real estate - mortgage:                         
Owner-occupied commercial   2,615    2,778    -    2,884    166 
1-4 family mortgage   1,899    1,899    -    1,901    102 
Other mortgage   940    940    -    965    60 
Total real estate - mortgage   5,454    5,617    -    5,750    328 
Consumer   3    5    -    6    - 
Total with no allowance recorded   7,398    8,427    -    7,907    395 
                          
With an allowance recorded:                         
Commercial, financial and agricultural   26,919    31,728    6,607    26,955    1,162 
Real estate - construction   3,376    3,376    923    3,577    68 
Real estate - mortgage:                         
Owner-occupied commercial   6,924    6,924    348    6,934    362 
1-4 family mortgage   972    972    274    313    19 
Other mortgage   -    -    -    -    - 
Total real estate - mortgage   7,896    7,896    622    7,247    381 
Consumer   -    -    -    -    - 
Total with allowance recorded   38,191    43,000    8,152    37,779    1,611 
                          
Total Impaired Loans:                         
Commercial, financial and agricultural   27,922    32,731    6,607    27,947    1,226 
Real estate - construction   4,314    5,178    923    4,736    71 
Real estate - mortgage:                         
Owner-occupied commercial   9,539    9,702    348    9,818    528 
1-4 family mortgage   2,871    2,871    274    2,214    121 
Other mortgage   940    940    -    965    60 
Total real estate - mortgage   13,350    13,513    622    12,997    709 
Consumer   3    5    -    6    - 
Total impaired loans  $45,589   $51,427   $8,152   $45,686   $2,006 

 

Troubled Debt Restructurings (“TDR”) at March 31, 2017, December 31, 2016 and March 31, 2016 totaled $7.3 million, $7.3 million and $6.8 million, respectively. At March 31, 2017, the Company had a related allowance for loan losses of $2.3 million allocated to these TDRs, compared to $2.3 million at December 31, 2016 and $0.9 million at March 31, 2016. There were no modifications made to new TDRs or renewals of existing TDRs for the three months ended March 31, 2017 and 2016.

 

No TDRs which were modified in the previous twelve months (i.e., the twelve months prior to default) defaulted during the three months ended March 31, 2017 or 2016. For purposes of this disclosure, default is defined as 90 days past due and still accruing or placement on nonaccrual status.

 

17
 

 

NOTE 6 - EMPLOYEE AND DIRECTOR BENEFITS

 

Stock Options

 

At March 31, 2017, the Company had stock incentive plans as described below. The compensation cost that has been charged to earnings for the plans was approximately $337,000 and $343,000 for the three months ended March 31, 2017 and 2016, respectively.

 

The Company’s 2005 Amended and Restated Stock Incentive Plan allows for the grant of stock options to purchase up to 6,150,000 shares of the Company’s common stock. The Company’s 2009 Amended and Restated Stock Incentive Plan authorizes the grant of up to 5,550,000 shares and allows for the issuance of Stock Appreciation Rights, Restricted Stock, Stock Options, Non-stock Share Equivalents, Performance Shares or Performance Units. Both plans allow for the grant of incentive stock options and non-qualified stock options, and option awards are granted with an exercise price equal to the 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 which incorporates 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.

 

   2017  2016
Expected volatility   29.00%   29.00%
Expected dividends   0.43%   0.60%
Expected term (in years)   6    6 
Risk-free rate   2.08%   1.92%

 

The weighted average grant-date fair value of options granted during the three months ended March 31, 2017 and March 31, 2016 was $11.91 and $5.77, respectively.

 

The following table summarizes stock option activity during the three months ended March 31, 2017 and March 31, 2016:

 

         Weighted   
      Weighted  Average   
      Average  Remaining   
      Exercise  Contractual  Aggregate
   Shares  Price  Term (years)  Intrinsic Value
            (In Thousands)
Three Months Ended March 31, 2017:                    
Outstanding at January 1, 2017   2,026,334   $9.00    6.2   $57,636 
Granted   51,500    38.10    9.8    (89)
Exercised   (175,500)   5.28    5.0    5,459 
Forfeited   (27,000)   21.55    8.8    401 
Outstanding at March 31, 2017   1,875,334    9.96    6.2   $49,540 
                     
Exercisable at March 31, 2017   928,236   $5.12    4.6   $29,013 
                     
Three Months Ended March 31, 2016:                    
Outstanding at January 1, 2016   2,498,834   $6.66    6.3   $42,743 
Granted   198,000    19.11    9.8    - 
Exercised   (411,000)   4.27    4.6    7,372 
Forfeited   (9,000)   19.52    9.3    24 
Outstanding at March 31, 2016   2,276,834    8.12    6.7   $32,058 
                     
Exercisable at March 31, 2016   782,836   $4.74    5.2   $13,672 

 

 

18
 

 

As of March 31, 2017, there was $2,539,000 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 3.1 years.

 

 

Restricted Stock

 

The Company has issued 483,276 shares of restricted stock to certain officers, of which 364,500 are vested. The value of restricted stock awards is determined to be the current value of the Company’s stock at the grant date, and this total value will be recognized as compensation expense over the vesting period. As of March 31, 2017, there was $448,000 of total unrecognized compensation expense related to non-vested restricted stock. The expense is expected to be recognized evenly over the remaining 1.5 years of the restricted stock’s vesting period.

 

 

NOTE 7 - 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 March 31, 2017 and December 31, 2016 were not material.

 

 

NOTE 8 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

 

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption was permitted. The Company elected to early adopt the provisions of this ASU during the second quarter of 2016, and retrospectively apply the changes in accounting for stock compensation back to the first quarter of 2016. In so doing, the Company recognized a $2.3 million reduction in its provision for income taxes in the first quarter of 2016, $4.8 million during the year ended December 31, 2016 and $2.1 million in the first quarter of 2017, related to the exercise and vesting of stock options and restricted stock. Prior to the adoption of ASU 2016-09, such tax benefits were recorded as an increase to additional paid-in capital.

 

In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323) – Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. ASU 2017-03 provides amendments that add paragraph 250-10-S99-6 which includes the text of "SEC Staff Announcement: Disclosure of the Impact That Recently Issued Accounting Standards Will Have on the Financial Statements of a Registrant When Such Standards Are Adopted in a Future Period” (in accordance with Staff Accounting Bulletin (SAB) Topic 11.M). Registrants are required to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, then additional qualitative disclosures should be considered to assist the reader in assessing the significance of the standard's impact on its financial statements. The Company has enhanced its disclosures regarding the impact of recently issued accounting standards adopted in a future period will have on its accounting and disclosures.

 

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NOTE 9 – RECENT ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers (Topic 606). These amendments affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g. insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance, and creates a Topic 606, Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The ASU allows for either full retrospective or modified retrospective adoption. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date. This ASU defers the effective date of ASU 2014-09, Revenue From Contracts With Customers (Topic 606), by one year. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted for interim and annual reporting periods beginning after December 15, 2016. The Company’s revenue has been more significantly weighted towards net interest income on financial assets and liabilities, which is explicitly excluded from the scope of the new standard, and noninterest income has not been as significant. The Company has begun to scope its general ledger revenue items and assess its contracts with customers to identify its performance obligations and will continue to evaluate the impact of adoption on its noninterest income and on its disclosures.

 

In January 2016, the FASB issued ASU 2016-1, Financial Instruments Overall (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU 2016-1: (a) requires equity investments (except for those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplifies the impairment assessment of equity securities without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminates the requirement for public business entities to disclose the method and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (d) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (e) requires an entity to present separately in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (f) requires separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the notes to the financial statements; and (g) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is evaluating the provisions of this ASU to determine the potential impact the new standard will have on the Company’s consolidated financial statements.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). The FASB issued this ASU to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. The amendments in this ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2018. Early application of this ASU is permitted for all entities. The Company leases many of its banking offices under lease agreements it classifies as operating leases. The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements. Management currently anticipates recognizing a right-of-use asset and a lease liability associated with its long-term operating leases.

 

In March 2016, the FASB issued ASU 2016-07, Investments – Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting. The amendments eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increase the level of ownership interest or degree of influence that result in the adoption of the equity method. Adoption of this standard has not affected the consolidated financial statements.

 

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In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is essentially the final rule on use of the so-called CECL model, or current expected credit losses. Among other things, the amendments in this ASU require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. For SEC filers, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with later effective dates for non-SEC registrant public companies and other organizations. Early adoption will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of the amendments in this ASU on its consolidated financial statements, and is collecting data that will be needed to produce historical inputs into any models created as a result of adopting this ASU.

 

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: 1) debt prepayment or debt extinguishment costs; 2) settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; 3) contingent consideration payments made after a business combination; 4) proceeds from the settlement of insurance claims; 5) proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; 6) distributions received from equity method investees; 7) beneficial interests in securitization transactions; and 8) separately identifiable cash flows and application of the predominance principle. The amendments are effective for public companies for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods with fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. As this guidance only affects the classification within the statement of cash flows, this ASU is not expected to have a material impact on the Company’s consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which is intended to provide guidance in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses in order to provide stakeholders with more detailed reporting and less cost to analyze transactions. This ASU provides a screen to determine when a set of assets is not a business. It requires that when substantially all fair value of gross assets acquired (or disposed of) is concentrated in a single identifiable asset or group of similar identifiable assets, the set of assets is not a business. If the screen is not met, the amendments in this update provide a framework to assist entities in evaluating whether both an input and a substantive process are present for the set to be a business. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. No disclosures are required at transition and early adoption is permitted. The Company is currently evaluating the impact of the amendments in this ASU on its consolidated financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the second step of the previous FASB guidance for testing goodwill for impairment and is intended to reduce cost and complexity of goodwill impairment testing. The amendments in this ASU modify the concept of impairment from the condition that exists when the carrying amount of goodwill exceeds its implied fair value to the condition that exists when the carrying amount of a reporting unit exceeds its fair value. After determining if the carrying amount of a reporting unit exceeds its fair value, the entity should take an impairment charge of the same amount to the goodwill for that reporting unit, not to exceed the total goodwill amount for that reporting unit. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, including interim periods within those annual periods. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the impact of the amendments in this ASU on its consolidated financial statements.

 

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities, which shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for public entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently reviewing its portfolio of debt securities to determine the impact that this ASU will have on its consolidated financial statements.

 

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NOTE 10 - 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.

 

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 Accounting Standards Codification (“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 $2,978,000 during the three months ended March 31, 2017, and $911,000 during the three months ended March 31, 2016.

 

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 $30,000 and $392,000 was recognized during the three months ended March 31, 2017 and March 31, 2016, 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.

 

There were no residential real estate loan foreclosures classified as OREO as of March 31, 2017, compared to $189,000 as of December 31, 2016.

 

Two residential real estate loans totaling $77,000 were in the process of being foreclosed as of March 31, 2017. No residential real estate loans were in the process of being foreclosed as of December 31, 2016.

 

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The following table presents the Company’s financial assets and financial liabilities carried at fair value on a recurring basis as of March 31, 2017 and December 31, 2016:

 

   Fair Value Measurements at March 31, 2017 Using   
   Quoted Prices in         
   Active Markets  Significant Other  Significant   
   for Identical  Observable Inputs  Unobservable   
   Assets (Level 1)  (Level 2)  Inputs (Level 3)  Total
Assets Measured on a Recurring Basis:  (In Thousands)
Available for sale debt securities:                    
U.S. Treasury and government sponsored agencies  $-   $58,034   $-   $58,034 
Mortgage-backed securities   -    253,385    -    253,385 
State and municipal securities   -    137,535    -    137,535 
Corporate debt   -    5,002    -    5,002 
Total assets at fair value  $-   $453,956   $-   $453,956 

 

   Fair Value Measurements at December 31, 2016 Using  
   Quoted Prices in         
   Active Markets  Significant Other  Significant   
   for Identical  Observable Inputs  Unobservable   
   Assets (Level 1)  (Level 2)  Inputs (Level 3)  Total
Assets Measured on a Recurring Basis:  (In Thousands)
Available for sale debt securities:                    
U.S. Treasury and government sponsored agencies  $-   $46,254   $-   $46,254 
Mortgage-backed securities   -    227,190    -    227,190 
State and municipal securities   -    139,930    -    139,930 
Corporate debt   -    9,001    -    9,001 
Total assets at fair value  $-   $422,375   $-   $422,375 

 

The following table presents the Company’s financial assets and financial liabilities carried at fair value on a nonrecurring basis as of March 31, 2017 and December 31, 2016:

 

   Fair Value Measurements at March 31, 2017 Using   
   Quoted Prices in         
   Active Markets  Significant Other  Significant   
   for Identical  Observable  Unobservable   
   Assets (Level 1)  Inputs (Level 2)  Inputs (Level 3)  Total
Assets Measured on a Nonrecurring Basis:  (In Thousands)
Impaired loans  $-   $-   $34,989   $34,989 
Other real estate owned and repossessed assets   -    -    5,102    5,102 
Total assets at fair value  $-   $-   $40,091   $40,091 

 

   Fair Value Measurements at December 31, 2016 Using   
   Quoted Prices in         
   Active Markets  Significant Other  Significant   
   for Identical  Observable  Unobservable   
   Assets (Level 1)  Inputs (Level 2)  Inputs (Level 3)  Total
Assets Measured on a Nonrecurring Basis:  (In Thousands)
Impaired loans  $-   $-   $37,437   $37,437 
Other real estate owned   -    -    4,988    4,988 
Total assets at fair value  $-   $-   $42,425   $42,425 

 

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.

 

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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.

 

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 of 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 financial 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 those assets’ fair value.

 

Other borrowings: The fair values of borrowings are estimated using discounted cash flow analysis, based on interest rates currently being offered by the Federal Home Loan Bank for borrowings of similar terms as those being valued. 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.

 

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The carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of March 31, 2017 and December 31, 2016 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.

 

 

   March 31, 2017  December 31, 2016
   Carrying     Carrying   
   Amount  Fair Value  Amount  Fair Value
   (In Thousands)
Financial Assets:                    
Level 1 inputs:                    
Cash and due from banks  $338,174   $338,174   $623,562   $623,562 
                     
Level 2 inputs:                    
Available for sale debt securities  $453,956   $453,956   $422,375   $422,375 
Held to maturity debt securities   34,547    34,892    25,052    25,431 
Equity securities   1,034    1,034    1,024    1,024 
Federal funds sold   127,390    127,390    160,435    160,435 
Mortgage loans held for sale   6,599    6,718    4,675    4,736 
Bank owned life insurance contracts   115,112    115,112    114,388    114,388 
                     
Level 3 Inputs:                    
Held to maturity debt securities  $37,510   $38,288   $37,512   $37,871 
Loans, net   5,098,092    5,111,532    4,859,877    4,872,689 
                     
Financial Liabilities:                    
Level 2 inputs:                    
Deposits  $5,361,532   $5,358,573   $5,420,311   $5,417,320 
Federal funds purchased   358,241    358,241    355,944    355,944 
Other borrowings   55,169    54,234    55,262    54,203 

 

NOTE 11 – 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 March 31, 2017, and events which occurred subsequent to March 31, 2017 but were not recognized in the financial statements. As of the date of this filing, there were no subsequent events that required recognition or disclosure.

 

 

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 and for the three months ended March 31, 2017 and March 31, 2016.

 

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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 deposit base; possible changes in laws and regulations and governmental monetary and fiscal policies; 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. Accordingly, you should not place undue reliance on any forward-looking statements, which speak only as of the date made. The Company assumes no obligation to update or revise any forward-looking statements that are made from time to time.

 

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 nineteen full-service banking offices located in Alabama, Tampa Bay, Florida, the panhandle of Florida, the greater Atlanta, Georgia metropolitan area, Charleston, South Carolina, and 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. 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, interest paid on our other borrowings, employee compensation, office expenses and other overhead expenses.

 

Overview

 

As of March 31, 2017, we had consolidated total assets of $6.34 billion, down $30.0 million, or 0.5%, from total assets of $6.37 billion at December 31, 2016. Total loans were $5.15 billion at March 31, 2017, up $240.0 million, or 4.9%, from $4.91 billion at December 31, 2016. Total deposits were $5.36 billion at March 31, 2017, down $60.0 million, or 1.1%, from $5.42 billion at December 31, 2016.

 

Net income available to common stockholders for the quarter ended March 31, 2017 was $22.5 million, up $2.5 million, or 12.5%, from $20.0 million for the quarter ended March 31, 2016. Basic and diluted earnings per common share were $0.43 and $0.42, respectively, for the three months ended March 31, 2017, compared to $0.38 and $0.38, respectively, for the corresponding period in 2016. This increase in net income was primarily attributable to increased net interest income of $7.9 million resulting from a $1.01 billion, or 20.1%, increase in average interest-earning assets from the quarter ended March 31, 2016 to the corresponding period in 2017. This increase in net interest income and average interest-earning assets is further explained in “Results of Operations - Net Interest Income” below.

 

Critical Accounting Policies

 

The accounting and financial policies of the Company conform to U.S. GAAP and to general practices within the banking industry. To prepare consolidated financial statements in conformity with U.S. generally accepted accounting principles, 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, 2016.

 

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Financial Condition

 

Cash and Cash Equivalents

 

At March 31, 2017, we had $127.4 million in federal funds sold, compared to $160.4 million at December 31, 2016. We also maintain balances at the Federal Reserve Bank of Atlanta, which earn interest. At March 31, 2017, we had $281.7 million in balances at the Federal Reserve, compared to $565.1 million at December 31, 2016. Our decrease in federal funds sold and balances at the Federal Reserve were the result of loan growth and a decline in deposits during the first quarter of 2017.

 

Investment Securities

 

Debt securities available for sale totaled $454.0 million at March 31, 2017 and $422.4 million at December 31, 2016. Investment securities held to maturity totaled $72.1 million at March 31, 2017 and $62.6 million at December 31, 2016. We had pay downs of $11.0 million on mortgage-backed securities and calls and maturities of $8.1 million on municipal securities during the first three months of 2017. We bought $6.9 million of U.S. Treasury and government sponsored agency securities, $5.1 million of municipal securities and $40.6 million of mortgage-backed securities during the first three months of 2017. Seven government sponsored agency securities bought during the first three months of 2017 were classified as held to maturity. All other securities bought during the period 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, 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 March 31, 2017, we owned certain restricted securities of the Federal Home Loan Bank with an aggregate book value and market value of $30,000 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 Company does not invest in collateralized debt obligations (“CDOs”). We bought $37.5 million of bank holding company subordinated notes during the second half of 2016. All such bonds were rated BBB or better by Kroll Bond Rating Agency at the time of our investment in them. All other corporate bonds had a Standard and Poor’s or Moody’s rating of A-1 or better when purchased. The total investment portfolio as of March 31, 2017 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 $245.3 million and $246.0 million as of March 31, 2017 and December 31, 2016, respectively.

 

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Loans

 

We had total loans of $5.15 billion at March 31, 2017, up $0.24 billion, or 4.9%, compared to $4.91 billion at December 31, 2016. At March 31, 2017, the percentage of our total loans in each of our markets was as follows:

 

   Percentage of Total Loans in MSA
Birmingham-Hoover, AL MSA   43.9%
Huntsville, AL MSA   10.0%
Dothan, AL MSA   9.6%
Montgomery, AL MSA   7.4%
Mobile, AL MSA   6.1%
Total Alabama MSAs   77.0%
Pensacola-Ferry Pass-Brent, FL MSA   6.5%
Tampa-St. Petersburg-Clearwater, FL MSA   1.3%
Total Florida MSAs   7.8%
Atlanta-Sandy Springs-Roswell, GA MSA   4.0%
Nashville-Davidson-Murfreesboro-Franklin, TN MSA   8.5%
Charleston-North Charleston, SC MSA   2.7%

 

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 March 31, 2017.

 

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 to
March 31, 2017  Amount  total loans
   (In Thousands)
Commercial, financial and agricultural  $28,707    40.01%
Real estate - construction   4,825    6.71%
Real estate - mortgage   19,962    52.21%
Consumer   398    1.07%
Total  $53,892    100.00%

 

      Percentage
      of loans in
      each
      category to
December 31, 2016  Amount  total loans
   (In Thousands)
Commercial, financial and agricultural  $28,872    40.36%
Real estate - construction   5,125    6.82%
Real estate - mortgage   17,504    51.70%
Consumer   392    1.12%
Total  $51,893    100.00%

 

 

Nonperforming Assets

 

Total nonperforming loans, which include nonaccrual loans and loans 90 or more days past due and still accruing, decreased to $12.1 million at March 31, 2017 compared to $16.9 million at December 31, 2016. Of this total, nonaccrual loans of $12.1 million at March 31, 2017 represented a net increase of $1.5 million from nonaccrual loans at December 31, 2016. Excluding credit card accounts, there were no loans 90 or more days past due and still accruing at March 31, 2017, compared to one loan 90 or more days past due and still accruing totaling $6.2 million at December 31, 2016. Troubled Debt Restructurings (“TDR”) at March 31, 2017 were $7.3 million, unchanged compared to December 31, 2016. There were no loans newly classified as a TDR or renewals of existing TDRs for the three months ended March 31, 2017 or 2016.

 

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OREO and repossessed assets increased to $5.1 million at March 31, 2017, from $5.0 million at December 31, 2016. The total number of OREO and repossessed asset accounts was 12 for both March 31, 2017 and December 31, 2016. The following table summarizes OREO and repossessed asset activity for the three months ended March 31, 2017 and 2016:

 

   Three months ended March 31,
   2017  2016
   (In thousands)
Balance at beginning of period  $4,988   $5,392 
Transfers from loans and capitalized expenses   553    1,079 
Proceeds from sales   (426)   (1,013)
Internally financed sales   (49)   (1,022)
Write-downs / net gain (loss) on sales   36    (392)
Balance at end of period  $5,102   $4,044 

 

The following table summarizes our nonperforming assets and TDRs at March 31, 2017 and December 31, 2016:

 

   March 31, 2017  December 31, 2016
      Number of     Number of
   Balance  Loans  Balance  Loans
   (Dollar Amounts In Thousands)
Nonaccrual loans:                    
Commercial, financial and agricultural  $6,979    16   $7,282    13 
Real estate - construction   2,661    4    3,268    5 
Real estate - mortgage:                    
Owner-occupied commercial   1,373    1    -    - 
1-4 family mortgage   1,071    4    74    1 
Other mortgage   -    -    -    - 
Total real estate - mortgage   2,444    5    74    1 
Consumer   -    -    -    - 
Total Nonaccrual loans:  $12,084    25   $10,624    19 
                     
90+ days past due and accruing:                    
Commercial, financial and agricultural  $-    -   $10    1 
Real estate - construction   -    -    -    - 
Real estate - mortgage:                    
Owner-occupied commercial   -    -    6,208    1 
1-4 family mortgage   -    -    -    - 
Other mortgage   -    -    -    - 
Total real estate - mortgage   -    -    6,208    1 
Consumer   16    5    45    10 
Total 90+ days past due and accruing:  $16    5   $6,263    12 
                     
Total Nonperforming Loans:  $12,100    30   $16,887    31 
                     
Plus: Other real estate owned and repossessions   5,102    12    4,988    12 
Total Nonperforming Assets  $17,202    42   $21,875    43 
                     
Restructured accruing loans:                    
Commercial, financial and agricultural  $345    1   $354    1 
Real estate - construction   -    -    -    - 
Real estate - mortgage:                    
Owner-occupied commercial   -    -    -    - 
1-4 family mortgage   -    -    -    - 
Other mortgage   191    1    204    1 
Total real estate - mortgage   191    1    204    1 
Consumer   -    -    -    - 
Total restructured accruing loans:  $536    2   $558    2 
Total Nonperforming assets and restructured accruing loans  $17,738    44   $22,433    45 
                     
Ratios:                    
Nonperforming loans to total loans   0.23%        0.34%     
Nonperforming assets to total loans plus other real estate owned and repossessions   0.33%        0.44%     
Nonperforming assets plus restructured accruing loans to total loans plus other real estate owned and repossessions   0.34%        0.46%     

 

 

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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 March 31, 2017, we had impaired loans of $43.0 million inclusive of nonaccrual loans, a decrease of $2.6 million from $45.6 million as of December 31, 2016. This decrease is attributable to loan charge-offs totaling $2.7 million, OREO transfers and repossessions of $1.4 million, net pay downs of $0.6 million, partially offset by $2.1 million of loans newly classified as specifically impaired. We allocated $8.0 million of our allowance for loan losses at March 31, 2017 to these impaired loans, a decrease of $0.2 million compared to $8.2 million as of December 31, 2016. 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 each 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 $43.0 million of impaired loans reported as of March 31, 2017, $24.2 million were commercial, financial and agricultural loans, $3.7 million were real estate – construction loans, and $15.1 million were real estate - mortgage loans.

 

Deposits

 

Total deposits decreased by $60.0 million to $5.36 billion at March 31, 2017 compared to $5.42 billion at December 31, 2016. We anticipate long-term sustainable growth in deposits through continued development of market share in our less mature markets and through organic growth in our mature 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” below.

 

Borrowings

 

Our borrowings consist of federal funds purchased and subordinated notes payable. We had $358.2 million and $355.9 million at March 31, 2017 and December 31, 2016, respectively, in federal funds purchased from correspondent banks that are clients of our correspondent banking unit. The average rate paid on these borrowings was 0.86% for the quarter ended March 31, 2017. Other borrowings consist of the following:

 

·$20.0 million of 5.50% Subordinated Notes due November 9, 2022, which were issued in a private placement in November 2012;
·$34.75 million of 5% Subordinated Notes due July 15, 2025, which were issued in a private placement in July 2015; and
·$0.5 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 was 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 March 31, 2017, liquid assets, which are represented by cash and due from banks, federal funds sold and unpledged available-for-sale securities, totaled $772.5 million. Additionally, the Bank had borrowing availability of approximately $473.0 million in unused federal funds lines of credit with regional banks, subject to certain restrictions and collateral requirements. We believe these sources of funding are adequate to meet immediate anticipated funding needs, but we may need additional funding if we are able to maintain our current growth rate into the future. 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, 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 “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 March 31, 2017. The amounts shown do not reflect any early withdrawal or prepayment assumptions.

 

 

   Payments due by Period
                
   Total  1 year or less  1 - 3 years  3 - 5 years  Over 5 years
   (In Thousands)
Contractual Obligations (1)                         
                          
Deposits without a stated maturity  $4,824,315   $-   $-   $-   $- 
Certificates of deposit (2)   537,217    306,953    155,604    71,516    3,144 
Federal funds purchased   358,241    358,241    -    -    - 
Subordinated notes payable   55,250    -    500    -    54,750 
Operating lease commitments   19,490    3,936    6,667    4,204    4,683 
Total  $5,794,513   $669,130   $162,771   $75,720   $62,577 

 

(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.

 

Capital Adequacy

 

As of March 31, 2017, 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 common equity Tier 1, Tier 1 risk-based, total 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 March 31, 2017.

 

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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 March 31, 2017, December 31, 2016 and March 31, 2016:

 

  Actual  For Capital Adequacy Purposes  To Be Well Capitalized Under Prompt Corrective Action Provisions
  Amount  Ratio  Amount  Ratio  Amount  Ratio
As of March 31, 2017:                  
CET 1 Capital to Risk Weighted Assets:                              
Consolidated  $530,034    9.67%  $246,744    4.50%   N/A    N/A 
ServisFirst Bank   582,483    10.63%   246,695    4.50%  $356,338    6.50%
Tier 1 Capital to Risk Weighted Assets:                              
Consolidated   530,536    9.68%   328,992    6.00%   N/A    N/A 
ServisFirst Bank   582,985    10.63%   328,927    6.00%   438,570    8.00%
Total Capital to Risk Weighted Assets:                              
Consolidated   639,597    11.66%   438,656    8.00%   N/A    N/A 
ServisFirst Bank   637,377    11.63%   438,570    8.00%   548,212    10.00%
Tier 1 Capital to Average Assets:                              
Consolidated   530,536    8.46%   250,867    4.00%   N/A    N/A 
ServisFirst Bank   582,985    9.30%   250,848    4.00%   313,560    5.00%
                               
As of December 31, 2016:                              
CET 1 Capital to Risk Weighted Assets:                              
Consolidated  $508,982    9.78%  $234,262    4.50%   N/A    N/A 
ServisFirst Bank   560,731    10.77%   234,232    4.50%  $338,335    6.50%
Tier 1 Capital to Risk Weighted Assets:                              
Consolidated   509,359    9.78%   312,350    6.00%   N/A    N/A 
ServisFirst Bank   561,108    10.78%   312,309    6.00%   416,413    8.00%
Total Capital to Risk Weighted Assets:                              
Consolidated   616,415    11.84%   416,467    8.00%   N/A    N/A 
ServisFirst Bank   613,501    11.79%   416,413    8.00%   520,516    10.00%
Tier 1 Capital to Average Assets:                              
Consolidated   509,359    8.22%   247,777    4.00%   N/A    N/A 
ServisFirst Bank   561,108    9.06%   247,760    4.00%   309,700    5.00%
                               
As of March 31, 2016:                              
CET 1 Capital to Risk Weighted Assets:                              
Consolidated  $451,402    9.90%  $205,210    4.50%   N/A    N/A 
ServisFirst Bank   461,663    10.13%   205,152    4.50%  $296,331    6.50%
Tier 1 Capital to Risk Weighted Assets:                              
Consolidated   451,779    9.91%   273,613    6.00%   N/A    N/A 
ServisFirst Bank   462,040    10.13%   273,537    6.00%   364,715    8.00%
Total Capital to Risk Weighted Assets:                              
Consolidated   552,569    12.12%   364,818    8.00%   N/A    N/A 
ServisFirst Bank   507,685    11.14%   364,715    8.00%   455,894    10.00%
Tier 1 Capital to Average Assets:                              
Consolidated   451,779    8.65%   208,832    4.00%   N/A    N/A 
ServisFirst Bank   462,040    8.85%   208,814    4.00%   261,018    5.00%

 

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 2017, 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 March 31, 2017, we had total reserves of $0.5 million.

 

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 $368,000 as of March 31, 2017 and December 31, 2016 for the settlement of any repurchase demands by investors.

 

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Financial instruments whose contract amounts represent credit risk at March 31, 2017 are as follows:

 

   March 31, 2017
   (In Thousands)
Commitments to extend credit  $1,739,575 
Credit card arrangements   108,238 
Standby letters of credit   34,668 
   $1,882,481 

 

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.

 

Results of Operations

 

Summary of Net Income

 

Net income and net income available to common stockholders for the three months ended March 31, 2017 was $22.5 million compared to net income and net income available to common stockholders of $20.0 million for the three months ended March 31, 2016. The increase in net income was primarily attributable to a $7.9 million increase in net interest income as a result of growth in average earning assets and a $1.1 million increase in non-interest income, offset by a $2.0 million increase in non-interest expense.

 

Basic and diluted net income per common share were $0.43 and $0.42, respectively, for the three months ended March 31, 2017, compared to $0.38 and $0.38, respectively, for the corresponding period in 2016. Return on average assets for the three months ended March 31, 2017 was 1.45% compared to 1.53% for the corresponding period in 2016, and return on average stockholders’ equity for the three months ended March 31, 2017 was 17.09% compared to 17.39% for the corresponding period in 2016.

 

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 $7.8 million, or 17.4%, to $52.5 million for the three months ended March 31, 2017 compared to $44.7 million for the corresponding period in 2016. This increase was primarily attributable to a $1.01 billion increase in average earning assets, or 20.1%, year over year. The taxable-equivalent yield on interest-earning assets was flat at 4.03% year over year. The yield on loans for the three months ended March 31, 2017 was 4.51% compared to 4.48% for the corresponding period in 2016. The cost of total interest-bearing liabilities increased to 0.68% for the three months ended March 31, 2017 from 0.63% for the corresponding period in 2016. Net interest margin for the three months ended March 31, 2017 decreased four basis points to 3.53% from 3.57% for the corresponding period in 2016.

 

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The following table shows, for the three months ended March 31, 2017 and March 31, 2016, 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:

 

 

Average Consolidated Balance Sheets and Net Interest Analysis

On a Fully Taxable-Equivalent Basis

For the Three Months Ended March 31,

(Dollar Amounts In Thousands)

 

   2017  2016
      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) (2)                              
Taxable  $4,976,933   $55,282    4.50%  $4,230,057   $47,079    4.48%
Tax-exempt (3)   27,322    318    4.72    10,281    143    5.59 
Total loans, net of unearned income   5,004,255    55,600    4.51    4,240,338    47,222    4.48 
Mortgage loans held for sale   5,637    57    4.10    6,084    70    4.63 
Investment securities:                              
Taxable   368,349    2,087    2.27    221,722    1,267    2.29 
Tax-exempt (3)   132,578    1,145    3.45    137,763    1,304    3.79 
Total investment securities (4)   500,927    3,232    2.58    359,485    2,571    2.86 
Federal funds sold   234,460    519    0.90    48,390    73    0.61 
Equity securities   1,030    4    1.57    4,962    47    3.81 
Interest-bearing balances with banks   295,648    586    0.80    373,339    469    0.51 
Total interest-earning assets  $6,041,957   $59,998    4.03%  $5,032,598   $50,452    4.03%
Non-interest-earning assets:                              
Cash and due from banks   59,697              61,578           
Net premises and equipment   44,739              21,023           
Allowance for loan losses, accrued interest and other assets   138,289              126,491           
Total assets  $6,284,682             $5,241,690           
                               
Liabilities and stockholders' equity:                              
Interest-bearing liabilities:                              
Interest-bearing demand deposits  $789,273   $733    0.38%  $665,039   $581    0.35%
Savings deposits   50,461    41    0.33    41,055    30    0.29 
Money market accounts   2,694,225    3,876    0.58    1,979,727    2,490    0.51 
Time deposits (5)   530,000    1,332    1.02    507,605    1,260    1.00 
Total interest-bearing deposits   4,063,959    5,982    0.60    3,193,426    4,361    0.55 
Federal funds purchased   359,747    766    0.86    441,309    703    0.64 
Other borrowings   55,239    717    5.26    55,630    718    5.19 
Total interest-bearing liabilities  $4,478,945   $7,465    0.68   $3,690,365   $5,782    0.63 
Non-interest-bearing liabilities:                              
Non-interest-bearing demand deposits   1,254,496              1,077,613           
Other liabilities   16,809              12,194           
Stockholders' equity   535,232              457,218           
Unrealized gains on securities and derivatives   (800)             4,300           
Total liabilities and stockholders' equity  $6,284,682             $5,241,690           
Net interest income       $52,533             $44,670      
Net interest spread             3.35%             3.40%
Net interest margin             3.53%             3.57%