UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 10-Q

(Mark ~~one~~one))

	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		~~FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2018~~

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019

	☐	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.)

2500 Woodcrest Place, 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	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $.001 per share	SFBS	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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T ~~(§232.405 of this chapter)~~ during the preceding 12 months (or for such shorter period that the registrant was required to submit 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, a ~~smaller~~small reporting company, or an emerging growth company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “non-accelerated filer,” “smaller reporting ~~company”~~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 ~~Exchange~~ 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 ~~October 25, 2018~~April 26, 2019
Common stock, $.001 par value	~~53,292,233~~53,511,182

TABLE OF CONTENTS

10.1	Third Amendment to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan
10.2	Form of Nonqualified Stock Option Award Pursuant to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (Revised 2019)
10.3	Form of ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan Restricted Stock Award Agreement (Revised 2019)

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

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, 2019			December 31, 2018
	(Unaudited)			(1)
ASSETS
Cash and due from banks	$	71,058		$	97,516
Interest-bearing balances due from depository institutions		547,036			360,534
Federal funds sold		181,435			223,845
Cash and cash equivalents		799,529			681,895
Available for sale debt securities, at fair value		631,696			590,184
Held to maturity debt securities (fair value of $250 at March 31, 2019)		250			–
Mortgage loans held for sale		1,223			120
Loans		6,659,908			6,533,499
Less allowance for loan losses		(70,207	)		(68,600	)
Loans, net		6,589,701			6,464,899
Premises and equipment, net		57,664			57,822
Accrued interest and dividends receivable		26,998			24,070
Deferred tax assets, net		26,209			27,277
Other real estate owned and repossessed assets		5,480			5,169
Bank owned life insurance contracts		131,411			130,649
Goodwill and other identifiable intangible assets		14,381			14,449
Other assets		26,294			10,848
Total assets	$	8,310,836		$	8,007,382
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing	$	1,572,703		$	1,557,341
Interest-bearing		5,510,963			5,358,367
Total deposits		7,083,666			6,915,708
Federal funds purchased		373,378			288,725
Other borrowings		64,675			64,666
Accrued interest payable		11,476			10,381
Other liabilities		32,055			12,699
Total liabilities		7,565,250			7,292,179
Stockholders' equity:
Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at March 31, 2019 and December 31, 2018		–			–
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 53,495,208 shares issued and outstanding at March 31, 2019, and 53,375,195 shares issued and outstanding at December 31, 2018		53			53
Additional paid-in capital		218,147			218,521
Retained earnings		527,853			500,868
Accumulated other comprehensive loss		(969	)		(4,741	)
Total stockholders' equity attributable to ServisFirst Bancshares, Inc.		745,084			714,701
Noncontrolling interest		502			502
Total stockholders' equity		745,586			715,203
Total liabilities and stockholders' equity	$	8,310,836		$	8,007,382

(1) Derived from audited financial statements.

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except share and per share amounts)

(Unaudited)

	Three Months Ended March 31,
	2019		2018
Interest income:
Interest and fees on loans	$	85,524	$	69,674
Taxable securities		3,746		2,745
Nontaxable securities		446		656
Federal funds sold		1,219		551
Other interest and dividends		2,764		383
Total interest income		93,699		74,009
Interest expense:
Deposits		22,145		9,621
Borrowed funds		2,776		1,952
Total interest expense		24,921		11,573
Net interest income		68,778		62,436
Provision for loan losses		4,885		4,139
Net interest income after provision for loan losses		63,893		58,297
Noninterest income:
Service charges on deposit accounts		1,702		1,585
Mortgage banking		575		518
Credit card income		1,576		1,255
Securities gains (losses)		–		4
Increase in cash surrender value life insurance		762		777
Other operating income		327		276
Total noninterest income		4,942		4,415
Non-interest expenses:
Salaries and employee benefits		14,265		13,296
Equipment and occupancy expense		2,259		1,954
Professional services		994		805
FDIC and other regulatory assessments		1,019		1,133
Other real estate owned expense		22		316
Other operating expenses		6,767		5,554
Total non-interest expenses		25,326		23,058
Income before income taxes		43,509		39,654
Provision for income taxes		8,499		7,051
Net income		35,010		32,603
Dividends on preferred stock		–		–
Net income available to common stockholders	$	35,010	$	32,603
Basic earnings per common share	$	0.65	$	0.61
Diluted earnings per common share	$	0.65	$	0.60

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)

	Three Months Ended March 31,
	2019		2018
Net income	$	35,010	$	32,603
Other comprehensive income (loss), net of tax:
Unrealized holding gains (losses) arising during period from securities available for sale, net of tax of $1,002 and $(1,340) for 2019 and 2018, respectively		3,772		(4,910	)
Reclassification adjustment for net gains on sale of securities, net of tax of $1 for 2018		–		3
Other comprehensive income (loss), net of tax		3,772		(4,907	)
Comprehensive income	$	38,782	$	27,696

See Notes to Consolidated Financial Statements.

~~PART 1. FINANCIAL INFORMATION~~

~~ITEM 1. FINANCIAL STATEMENTS~~

~~SERVISFIRST BANCSHARES, INC.~~

~~CONSOLIDATED BALANCE SHEETS~~

~~(In thousands, except share and per share amounts)~~

September 30, 2018 December 31, 2017
(Unaudited) (1)
ASSETS
Cash and due from banks $ 77,692 $ 86,213
Interest-bearing balances due from depository institutions 59,096 151,849
Federal funds sold 229,033 239,524
Cash and cash equivalents 365,821 477,586
Available for sale debt securities, at fair value 578,021 538,080
Held to maturity debt securities (fair value of $250 at September 30, 2018 and December 31, 2017) 250 250
Equity securities 889 1,034
Mortgage loans held for sale 5,277 4,459
Loans 6,363,531 5,851,261
Less allowance for loan losses (66,879 ) (59,406 )
Loans, net 6,296,652 5,791,855
Premises and equipment, net 57,882 58,900
Accrued interest and dividends receivable 24,755 20,661
Deferred tax assets 12,268 13,022
Other real estate owned and repossessed assets 5,714 6,701
Bank owned life insurance contracts 129,869 127,519
Goodwill and other identifiable intangible assets 14,517 14,719
Other assets 25,918 27,598
Total assets $ 7,517,833 $ 7,082,384
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing $ 1,504,447 $ 1,440,326
Interest-bearing 5,000,904 4,651,348
Total deposits 6,505,351 6,091,674
Federal funds purchased 246,094 301,797
Other borrowings 64,657 64,832
Accrued interest payable 8,562 4,971
Other liabilities 11,659 11,506
Total liabilities 6,836,323 6,474,780
Stockholders' equity:
Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at September 30, 2018 and December 31, 2017 - -
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 53,197,807 shares issued and outstanding at September 30, 2018, and 52,992,586 shares issued and outstanding at December 31, 2017 53 53
Additional paid-in capital 218,062 217,693
Retained earnings 472,681 389,554
Accumulated other comprehensive loss (9,788 ) (198 )
Total stockholders' equity attributable to ServisFirst Bancshares, Inc. 681,008 607,102
Noncontrolling interest 502 502
Total stockholders' equity 681,510 607,604
Total liabilities and stockholders' equity $ 7,517,833 $ 7,082,384

~~(1) Derived from audited financial statements.~~

~~See Notes to Consolidated Financial Statements.~~

~~SERVISFIRST BANCSHARES, INC.~~

~~CONSOLIDATED STATEMENTS OF INCOME~~

~~(In thousands, except share and per share amounts)~~

~~(Unaudited)~~

Three Months Ended Nine Months Ended
September 30, September 30,
2018 2017 2018 2017
Interest income:
Interest and fees on loans $ 78,991 $ 63,857 $ 222,285 $ 179,325
Taxable securities 3,276 2,288 9,148 6,649
Nontaxable securities 583 729 1,862 2,246
Federal funds sold 892 379 2,137 1,185
Other interest and dividends 316 388 1,031 1,291
Total interest income 84,058 67,641 236,463 190,696
Interest expense:
Deposits 15,210 7,574 36,545 19,877
Borrowed funds 1,985 1,671 6,097 4,804
Total interest expense 17,195 9,245 42,642 24,681
Net interest income 66,863 58,396 193,821 166,015
Provision for loan losses 6,624 4,803 14,884 14,170
Net interest income after provision for loan losses 60,239 53,593 178,937 151,845
Noninterest income:
Service charges on deposit accounts 1,595 1,467 4,833 4,203
Mortgage banking 789 978 2,096 2,941
Credit card income 1,838 1,149 5,172 3,517
Securities gains 186 - 190 -
Increase in cash surrender value life insurance 787 825 2,350 2,334
Other operating income 396 371 1,278 1,146
Total noninterest income 5,591 4,790 15,919 14,141
Noninterest expenses:
Salaries and employee benefits 13,070 12,428 39,464 36,172
Equipment and occupancy expense 2,193 1,947 6,260 6,452
Professional services 853 805 2,582 2,384
FDIC and other regulatory assessments 675 810 2,967 2,888
OREO expense 289 31 765 163
Other operating expenses 6,070 5,476 18,634 16,580
Total noninterest expenses 23,150 21,497 70,672 64,639
Income before income taxes 42,680 36,886 124,184 101,347
Provision for income taxes 8,120 11,627 23,481 29,405
Net income 34,560 25,259 100,703 71,942
Preferred stock dividends - - 31 31
Net income available to common stockholders $ 34,560 $ 25,259 $ 100,672 $ 71,911

Basic earnings per common share $ 0.65 $ 0.48 $ 1.89 $ 1.36
Diluted earnings per common share $ 0.64 $ 0.47 $ 1.86 $ 1.33

~~See Notes to Consolidated Financial Statements.~~

~~SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(In thousands)~~

~~(Unaudited)~~

Three Months Ended Nine Months Ended
September 30, September 30,
2018 2017 2018 2017
Net income $ 34,560 $ 25,259 $ 100,703 $ 71,942
Other comprehensive (loss) income, net of tax:
Unrealized holding (losses) gains arising during period from securities available for sale, net of tax of $(653) and $(2,589) for the three and nine months ended September 30, 2018, respectively, and $165 and $896 for the three and nine months ended September 30, 2017, respectively (2,463 ) 305 (9,740 ) 1,672
Reclassification adjustment for gains on sale of securities, net of tax of $39 and $40 for the three and nine months ended September 30, 2018, respectively 147 - 150 -
Other comprehensive (loss) income, net of tax (2,316 ) 305 (9,590 ) 1,672
Comprehensive income $ 32,244 $ 25,564 $ 91,113 $ 73,614

~~See Notes to Consolidated Financial Statements.~~

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

Three Months Ended March 31, 2019 and 2018

(In thousands, except share amounts)

(Unaudited)

Preferred
Stock Common
Stock Additional
Paid-in
Capital Retained
Earnings Accumulated
Other
Comprehensive
Income Noncontrolling
interest Total
Stockholders'
Equity
Balance, December 31, 2016 $ - $ 53 $ 215,932 $ 307,151 $ (624 ) $ 377 $ 522,889
Common dividends paid, $0.10 per share - - - (5,286 ) - - (5,286 )
Common dividends declared, $0.05 per share - - - (2,649 ) - - (2,649 )
Preferred dividends paid - - - (31 ) - - (31 )
Issue 328,214 shares of common stock upon exercise of stock options - - 1,784 - - - 1,784
30,786 shares of common stock withheld in net settlement upon exercise of stock options - - (1,149 ) - - - (1,149 )
Issue 125 shares of REIT preferred stock - - - - - 125 125
Stock-based compensation expense - - 916 - - - 916
Other comprehensive income, net of tax - - - - 1,672 - 1,672
Net income - - - 71,942 - - 71,942
Balance, September 30, 2017 $ - $ 53 $ 217,483 $ 371,127 $ 1,048 $ 502 $ 590,213

Balance, December 31, 2017 $ - $ 53 $ 217,693 $ 389,554 $ (198 ) $ 502 $ 607,604
Common dividends paid, $0.22 per share - - - (11,694 ) - - (11,694 )
Common dividends declared, $0.11 per share - - - (5,851 ) - - (5,851 )
Preferred dividends paid - - - (31 ) - - (31 )
Issue 191,371 shares of common stock upon exercise of stock options - - 1,325 - - - 1,325
39,965 shares of common stock withheld in net settlement upon exercise of stock options - - (1,640 ) - - - (1,640 )
Stock-based compensation expense - - 684 - - - 684
Other comprehensive loss, net of tax - - - - (9,590 ) - (9,590 )
Net income - - - 100,703 - - 100,703
Balance, September 30, 2018 $ - $ 53 $ 218,062 $ 472,681 $ (9,788 ) $ 502 $ 681,510

	Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income			Noncontrolling Interest		Total Stockholders' Equity
Balance, January 1, 2018	$	–	$	53	$	217,693		$	389,554		$	(198	)	$	502	$	607,604
Common dividends declared, $0.11 per share		–		–		–			(5,846	)		–			–		(5,846	)
Issue 143,833 shares of common stock upon exercise of stock options		–		–		852			–			–			–		852
30,003 shares of common stock withheld in net settlement upon exercise of stock options		–		–		(1,247	)		–			–			–		(1,247	)
Stock-based compensation expense		–		–		238			–			–			–		238
Other comprehensive income, net of tax		–		–		–			–			(4,907	)		–		(4,907	)
Net income		–		–		–			32,603			–			–		32,603
Balance, March 31, 2018	$	–	$	53	$	217,536		$	416,311		$	(5,105	)	$	502	$	629,297

Balance, January 1, 2019	$	–	$	53	$	218,521		$	500,868		$	(4,741	)	$	502	$	715,203
Common dividends declared, $0.15 per share		–		–		–			(8,025	)		–			–		(8,025	)
Issue 117,313 shares of common stock upon exercise of stock options		–		–		797			–			–			–		797
45,187 shares of common stock withheld in net settlement upon exercise of stock options		–		–		(1,453	)		–			–			–		(1,453	)
Stock-based compensation expense		–		–		282			–			–			–		282
Other comprehensive loss, net of tax		–		–		–			–			3,772			–		3,772
Net income		–		–		–			35,010			–			–		35,010
Balance, March 31, 2019	$	–	$	53	$	218,147		$	527,853		$	(969	)	$	502	$	745,586

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

	Nine Months Ended September 30,						Three Months Ended March 31,
	2018			2017			2019			2018
OPERATING ACTIVITIES
Net income	$	100,703		$	71,942		$	35,010		$	32,603
Adjustments to reconcile net income to net cash provided by
Deferred tax expense (benefit)		754			(3,099	)
Deferred tax expense								1,068			1,554
Provision for loan losses		14,884			14,170			4,885			4,139
Depreciation		2,548			2,281			917			832
Accretion on acquired loans		(147	)		(374	)		(91	)		(72	)
Amortization of core deposit intangible		202			209			68			67
Net amortization of debt securities available for sale		2,268			2,874			626			623
Increase in accrued interest and dividends receivable		(4,094	)		(4,533	)
(Increase) decrease in accrued interest and dividends receivable								(2,928	)		400
Stock-based compensation expense		684			916			282			238
Increase (decrease) in accrued interest payable		3,591			(48	)
Increase in accrued interest payable								1,095			2,852
Proceeds from sale of mortgage loans held for sale		81,319			105,940			15,581			24,720
Originations of mortgage loans held for sale		(80,041	)		(103,295	)		(16,109	)		(24,265	)
Gain on sale of debt securities available for sale		(15	)		-
Gain on sale of equity securities		(175	)		-
Net gain on sale of debt securities available for sale								–			(4	)
Gain on sale of mortgage loans held for sale		(2,096	)		(2,941	)		(575	)		(518	)
Net loss (gain) on sale of other real estate owned and repossessed assets		3			(33	)
Net loss on sale of other real estate owned and repossessed assets								2			–
Write down of other real estate owned and repossessed assets		488			5			20			254
Operating losses of tax credit partnerships		128			42			35			29
Increase in cash surrender value of life insurance contracts		(2,350	)		(2,334	)		(762	)		(777	)
Net change in other assets, liabilities, and other operating activities		(2,608	)		(551	)		2,550			(3,790	)
Net cash provided by operating activities		116,046			81,171			41,674			38,885
INVESTMENT ACTIVITIES
Purchase of debt securities available for sale		(122,821	)		(77,567	)
Proceeds from maturities, calls and paydowns of debt securities available for sale		63,803			65,734
Purchase of securities available for sale								(65,507	)		(54,666	)
Proceeds from maturities, calls and paydowns of securities available for sale								28,469			20,376
Proceeds from sale of debt securities available for sale		5,736			-			–			5,100
Purchase of debt securities held to maturity		-			(29,782	)		(250	)		–
Proceeds from maturities, calls and paydowns of debt securities held to maturity		-			4,947
Purchase of equity securities		-			(10	)
Proceeds from sale of equity securities		305			-
Increase in loans		(520,610	)		(724,626	)		(129,977	)		(78,664	)
Purchase of premises and equipment		(1,530	)		(17,071	)		(759	)		(556	)
Purchase of bank-owned life insurance contracts		-			(10,000	)
Proceeds from sale of other real estate owned and repossessed assets		1,572			1,529			48			874
Net cash used in investing activities		(573,545	)		(786,846	)		(167,976	)		(107,536	)
FINANCING ACTIVITIES
Net increase in non-interest-bearing deposits		64,121			124,360
Net increase in interest-bearing deposits		349,556			252,230
Net decrease in federal funds purchased		(55,703	)		(101,064	)
Net increase (decrease) in non-interest-bearing deposits								15,362			(32,734	)
Net increase (decrease) in interest-bearing deposits								152,596			(81,553	)
Net increase in federal funds purchased								84,653			24,602
Repayment of Federal Home Loan Bank advances		(200	)		(300	)		–			(100	)
Proceeds from sale of preferred stock, net		-			125
Proceeds from exercise of stock options		1,325			635			797			852
Taxes paid in net settlement of tax obligation upon exercise of stock options		(1,640	)		-			(1,453	)		(1,247	)
Dividends paid on common stock		(11,694	)		(5,286	)		(8,019	)		(2,650	)
Dividends paid on preferred stock		(31	)		(31	)
Net cash provided by financing activities		345,734			270,669
Net decrease in cash and cash equivalents		(111,765	)		(435,006	)
Net cash provided by (used in) financing activities								243,936			(92,830	)
Net increase (decrease) in cash and cash equivalents								117,634			(161,481	)
Cash and cash equivalents at beginning of period		477,586			783,997			681,895			477,586
Cash and cash equivalents at end of period	$	365,821		$	348,991		$	799,529		$	316,105
SUPPLEMENTAL DISCLOSURE
Cash paid for:
Interest	$	39,051		$	24,729		$	23,826		$	8,721
Income taxes		20,235			30,651			1,533			2,902
Income tax refund		(2	)		(492	)
NONCASH TRANSACTIONS
Other real estate acquired in settlement of loans	$	1,206		$	586		$	381		$	175
Internally financed sales of other real estate owned		130			185
Dividends declared		5,851			2,649			8,025			5,846

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2018~~March 31, 2019

(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 ~~recurring~~ nature. The consolidated results of operations are not necessarily indicative of the consolidated results of operations which ServisFirst Bancshares, Inc. (the “Company”) ~~and its consolidated subsidiaries, including ServisFirst Bank (the “Bank”),~~ 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, ~~2017.~~2018.

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

~~Revenue Recognition~~

~~Accounting Standards Codification (“ASC”) Topic 606,~~ ~~Revenue from Contracts with Customers (“ASC 606”)~~, provides guidance for reporting revenue from the entity’s contracts to provide goods or services to customers. The guidance requires recognition of revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration that it expects to be entitled to receive in exchange for those goods or services recognized as performance obligations are satisfied.Leases

The Company leases certain office space and equipment under operating leases. Accounting Standards Update 2016-02, “Leases (Topic 842)” requires that operating leases in effect as of date of adoption, January 1, 2019 for the Company, be recognized as a liability to make lease payments and as an asset representing the right to use the asset during the lease term, or “lease liability” and “right-of-use asset”, respectively. The lease liability is measured by the present value of remaining lease payments, discounted at the Company’s incremental borrowing rate.

Certain of the leases include one or more renewal options that extend the initial lease term one to five years. The exercise of lease renewal options is typically at the Company’s sole discretion; therefore, a majority of ~~our revenue-generating transactions~~renewals to extend lease terms are ~~excluded from~~not included in the ~~scope of ASC 606, including revenue generated from financial instruments, such~~right-of-use assets and lease liabilities as ~~securities~~they are not reasonably certain to be exercised. Renewal options are regularly evaluated and ~~loans. Revenue-generating transactions that~~when they are ~~within the scope of ASC 606, classified within non-interest income,~~reasonably certain to be exercised, are ~~described as follows:~~included in lease terms.

~~Deposit account service charges – represent service fees for monthly activity and maintenance~~

None of the Company’s leases provide an implicit rate. The Company uses its incremental collateralized borrowing rate based on customer accounts. Attributes can be transaction-based, item-based or time-based. Revenue is recognized when our performance obligation is completed which is generally monthly for maintenance services or when a transaction is processed. Payment for such performance obligations are generally receivedthe information available at the ~~time~~lease commencement date in determining the ~~performance obligations are satisfied.~~

~~Credit card rewards program membership fees – represent memberships in our credit card rewards program and are paid annually by our cardholders at~~present value of the ~~time they open an account and~~lease payments. The present value of all existing operating leases was determined using the incremental collateralized borrowing rate on ~~each anniversary. Revenue is recognized ratably over the membership period.~~

January 1, 2019.

~~Other non-interest income primarily includes income on bank owned life insurance~~The Company has made an accounting policy election to not apply the recognition requirements in ASU 2016-02 to short-term leases. The Company has also elected to use the practical expedients allowed by the new standard as follows: 1) forego an assessment of whether any existing contracts ~~letter~~are or contain leases, 2) forego an assessment of ~~credit fees~~the classification of existing leases as to whether they are operating leases or capital leases, and ~~gains on sale~~3) forego an assessment of ~~loans held~~direct costs for ~~sale, none of which are within the scope of ASC 606.~~any existing leases.

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 ~~available to common stockholders~~ by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options.

	Three Months Ended March 31,
	2019		2018
	(In Thousands, Except Shares and Per Share Data)
Earnings per common share
Weighted average common shares outstanding		53,465,091		53,082,322
Net income available to common stockholders	$	35,010	$	32,603
Basic earnings per common share	$	0.65	$	0.61

Weighted average common shares outstanding		53,465,091		53,082,322
Dilutive effects of assumed conversions and exercise of stock options and warrants		611,447		1,101,078
Weighted average common and dilutive potential common shares outstanding		54,076,538		54,183,400
Net income available to common stockholders	$	35,010	$	32,603
Diluted earnings per common share	$	0.65	$	0.60

Three Months Ended September 30, Nine Months Ended September 30,
2018 2017 2018 2017
(In Thousands, Except Shares and Per Share Data)
Earnings per common share
Weighted average common shares outstanding 53,171,144 52,950,644 53,134,861 52,854,332
Net income available to common stockholders $ 34,560 $ 25,259 $ 100,672 $ 71,911
Basic earnings per common share $ 0.65 $ 0.48 $ 1.89 $ 1.36

Weighted average common shares outstanding 53,171,144 52,950,644 53,134,861 52,854,332
Dilutive effects of assumed conversions and exercise of stock options and warrants 1,020,078 1,149,028 1,055,383 1,256,580
Weighted average common and dilutive potential common shares outstanding 54,191,222 54,099,672 54,190,244 54,110,912
Net income available to common stockholders $ 34,560 $ 25,259 $ 100,672 $ 71,911
Diluted earnings per common share $ 0.64 $ 0.47 $ 1.86 $ 1.33

NOTE 4 - SECURITIES

The amortized cost and fair value of available-for-sale and held-to-maturity securities at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 are summarized as follows:

			Gross		Gross					Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Fair Value
	Amortized		Unrealized		Unrealized			Market
	Cost		Gain		Loss			Value
September 30, 2018	(In Thousands)
Securities Available for Sale
March 31, 2019										(In Thousands)
Available for sale debt securities
U.S. Treasury and government sponsored agencies	$	75,477	$	2	$	(1,201	)	$	74,278	$	74,285	$	126	$	(330	)	$	74,081
Mortgage-backed securities		308,439		407		(10,022	)		298,824		330,444		1,392		(2,460	)		329,376
State and municipal securities		113,613		234		(1,149	)		112,698		96,438		280		(250	)		96,468
Corporate debt		92,916		257		(952	)		92,221		131,802		508		(539	)		131,771
Total		590,445		900		(13,324	)		578,021	$	632,969	$	2,306	$	(3,579	)	$	631,696
Securities Held to Maturity
Held to maturity debt securities
State and municipal securities		250		-		-			250	$	250	$	–	$	–		$	250
Total	$	250	$	-	$	-		$	250	$	250	$	–	$	–		$	250

December 31, 2017
Securities Available for Sale
December 31, 2018
Available for sale debt securities
U.S. Treasury and government sponsored agencies	$	55,567	$	38	$	(249	)	$	55,356	$	77,534	$	78	$	(619	)	$	76,993
Mortgage-backed securities		278,177		1,006		(2,685	)		276,498		309,244		591		(5,531	)		304,304
State and municipal securities		134,641		761		(553	)		134,849		106,465		208		(679	)		105,994
Corporate debt		69,996		1,416		(35	)		71,377		102,982		668		(757	)		102,893
Total		538,381		3,221		(3,522	)		538,080	$	596,225	$	1,545	$	(7,586	)	$	590,184
Securities Held to Maturity
State and municipal securities		250		-		-			250
Total	$	250	$	-	$	-		$	250

The amortized cost and fair value of debt securities as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 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.

	September 30, 2018				December 31, 2017				March 31, 2019				December 31, 2018
	Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)								(In thousands)
Debt securities available for sale
Available for sale debt securities
Due within one year	$	49,809	$	49,722	$	22,122	$	22,172	$	35,222	$	35,168	$	38,343	$	38,225
Due from one to five years		213,202		210,472		160,773		160,563		170,094		169,701		167,873		166,380
Due from five to ten years		17,141		17,106		73,362		74,684		94,404		94,605		77,811		78,276
Due after ten years		1,854		1,897		3,947		4,163		2,805		2,846		2,954		2,999
Mortgage-backed securities		308,439		298,824		278,177		276,498		330,444		329,376		309,244		304,304
	$	590,445	$	578,021	$	538,381	$	538,080	$	632,969	$	631,696	$	596,225	$	590,184
Debt securities held to maturity

Held to maturity debt securities
Due from one to five years	$	250	$	250	$	250	$	250	$	250	$	250	$	–	$	–
	$	250	$	250	$	250	$	250	$	250	$	250	$	–	$	–

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 ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, 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 ~~September 30, 2018, 197~~March 31, 2019, 328 of the Company’s ~~758~~752 debt securities had been in an unrealized loss position for 12 or more months. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell the securities before recovery of their amortized cost, which may be maturity; accordingly, the Company does not consider these securities to be other-than-temporarily impaired at ~~September 30, 2018.~~March 31, 2019. 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					Less Than Twelve Months					Twelve Months or More					Total
	Gross					Gross					Gross					Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
	Unrealized					Unrealized					Unrealized					(In Thousands)
	Losses			Fair Value		Losses			Fair Value		Losses			Fair Value
	(In Thousands)
September 30, 2018
March 31, 2019
U.S. Treasury and government sponsored agencies	$	(736	)	$	62,833	$	(465	)	$	11,311	$	(1,201	)	$	74,144	$	(5	)	$	1,003	$	(325	)	$	47,913	$	(330	)	$	48,916
Mortgage-backed securities		(3,566	)		141,107		(6,456	)		144,336		(10,022	)		285,443		(203	)		40,066		(2,257	)		187,872		(2,460	)		227,938
State and municipal securities		(613	)		69,646		(536	)		20,506		(1,149	)		90,152		(24	)		4,394		(226	)		41,231		(250	)		45,625
Corporate debt		(952	)		65,456		-			-		(952	)		65,456		(238	)		33,466		(301	)		25,191		(539	)		58,657
Total	$	(5,867	)	$	339,042	$	(7,457	)	$	176,153	$	(13,324	)	$	515,195	$	(470	)	$	78,929	$	(3,109	)	$	302,207	$	(3,579	)	$	381,136

December 31, 2017
December 31, 2018
U.S. Treasury and government sponsored agencies	$	(151	)	$	33,401	$	(98	)	$	2,926	$	(249	)	$	36,327	$	(8	)	$	1,001	$	(611	)	$	50,878	$	(619	)	$	51,880
Mortgage-backed securities		(986	)		140,432		(1,699	)		75,903		(2,685	)		216,335		(539	)		67,721		(4,992	)		204,260		(5,531	)		271,981
State and municipal securities		(450	)		66,637		(103	)		6,648		(553	)		73,285		(101	)		20,821		(578	)		52,190		(679	)		73,011
Corporate debt		(35	)		6,955		-			-		(35	)		6,955		(315	)		36,245		(442	)		13,474		(757	)		49,718
Total	$	(1,622	)	$	247,425	$	(1,900	)	$	85,477	$	(3,522	)	$	332,902	$	(963	)	$	125,788	$	(6,623	)	$	320,802	$	(7,586	)	$	446,590

The carrying value of investment securities pledged to secure public funds on deposit and for other purposes as required by law was $314.4 million and $291.6 million as of March 31, 2019 and December 31, 2018, respectively.

NOTE 5 – LOANS

The following table details the Company’s loans at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:

	September 30,			December 31,
	2018			2017			March 31, 2019			December 31, 2018
	(Dollars In Thousands)						(Dollars In Thousands)
Commercial, financial and agricultural	$	2,478,788		$	2,279,366		$	2,522,136		$	2,513,225
Real estate - construction		543,611			580,874			556,219			533,192
Real estate - mortgage:
Owner-occupied commercial		1,430,111			1,328,666			1,500,595			1,463,887
1-4 family mortgage		610,460			603,063			629,285			621,634
Other mortgage		1,236,954			997,079			1,394,611			1,337,068
Subtotal: Real estate - mortgage		3,277,525			2,928,808			3,524,491			3,422,589
Consumer		63,607			62,213			57,062			64,493
Total Loans		6,363,531			5,851,261			6,659,908			6,533,499
Less: Allowance for loan losses		(66,879	)		(59,406	)		(70,207	)		(68,600	)
Net Loans	$	6,296,652		$	5,791,855		$	6,589,701		$	6,464,899


Commercial, financial and agricultural		38.95	%		38.96	%		37.87	%		38.47	%
Real estate - construction		8.54	%		9.93	%		8.35	%		8.16	%
Real estate - mortgage:
Owner-occupied commercial		22.47	%		22.71	%		22.53	%		22.41	%
1-4 family mortgage		9.60	%		10.30	%		9.45	%		9.51	%
Other mortgage		19.44	%		17.04	%		20.94	%		20.46	%
Subtotal: Real estate - mortgage		51.51	%		50.05	%		52.92	%		52.38	%
Consumer		1.00	%		1.06	%		0.86	%		0.99	%
Total Loans		100.00	%		100.00	%		100.00	%		100.00	%

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

	•	Pass – loans which are well protected by the current net worth and paying capacity of the ~~obligor (or obligors, if any)~~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 ~~currently~~presently jeopardize debt repayment. These loans are characterized by the distinct possibility that the institution will sustain some loss if the ~~weaknesses~~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 ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 were as follows:

			Special
September 30, 2018	Pass		Mention		Substandard		Doubtful		Total
March 31, 2019											Pass		Special Mention		Substandard		Doubtful		Total
	(In Thousands)										(In Thousands)
Commercial, financial and agricultural	$	2,413,994	$	41,656	$	23,138	$	-	$	2,478,788	$	2,456,885	$	47,075	$	18,176	$	–	$	2,522,136
Real estate - construction		536,789		5,400		1,422		-		543,611		548,656		6,944		619		–		556,219
Real estate - mortgage:
Owner-occupied commercial		1,396,503		30,101		3,507		-		1,430,111		1,470,108		26,929		3,558		–		1,500,595
1-4 family mortgage		606,509		2,600		1,351		-		610,460		625,458		1,976		1,851		–		629,285
Other mortgage		1,210,063		20,466		6,425		-		1,236,954		1,368,451		14,781		11,379		–		1,394,611
Total real estate mortgage		3,213,075		53,167		11,283		-		3,277,525
Total real estate - mortgage												3,464,017		43,686		16,788		–		3,524,491
Consumer		63,555		3		49		-		63,607		57,013		49		–		–		57,062
Total	$	6,227,413	$	100,226	$	35,892	$	-	$	6,363,531	$	6,526,571	$	97,754	$	35,583	$	–	$	6,659,908

			Special
December 31, 2017	Pass		Mention		Substandard		Doubtful		Total
December 31, 2018											Pass		Special Mention		Substandard		Doubtful		Total
	(In Thousands)										(In Thousands)
Commercial, financial and agricultural	$	2,225,084	$	27,835	$	26,447	$	-	$	2,279,366	$	2,447,052	$	47,754	$	18,419	$	–	$	2,513,225
Real estate - construction		572,657		6,691		1,526		-		580,874		525,021		6,749		1,422		–		533,192
Real estate - mortgage:
Owner-occupied commercial		1,317,113		7,333		4,220		-		1,328,666		1,431,982		28,547		3,358		–		1,463,887
1-4 family mortgage		598,222		1,599		3,242		-		603,063		616,884		2,703		2,047		–		621,634
Other mortgage		976,348		18,122		2,609		-		997,079		1,309,101		16,506		11,461		–		1,337,068
Total real estate mortgage		2,891,683		27,054		10,071		-		2,928,808
Total real estate - mortgage												3,357,967		47,756		16,866		–		3,422,589
Consumer		62,083		42		88		-		62,213		64,444		–		49		–		64,493
Total	$	5,751,507	$	61,622	$	38,132	$	-	$	5,851,261	$	6,394,484	$	102,259	$	36,756	$	–	$	6,533,499

Loans by performance status as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 were as follows:

September 30, 2018	Performing		Nonperforming		Total
March 31, 2019							Performing		Nonperforming		Total
	(In Thousands)						(In Thousands)
Commercial, financial and agricultural	$	2,469,980	$	8,808	$	2,478,788	$	2,510,619	$	11,517	$	2,522,136
Real estate - construction		543,611		-		543,611		555,981		238		556,219
Real estate - mortgage:
Owner-occupied commercial		1,429,958		153		1,430,111		1,497,037		3,558		1,500,595
1-4 family mortgage		609,658		802		610,460		627,435		1,850		629,285
Other mortgage		1,231,915		5,039		1,236,954		1,384,611		10,000		1,394,611
Total real estate mortgage		3,271,531		5,994		3,277,525
Total real estate - mortgage								3,509,083		15,408		3,524,491
Consumer		63,542		65		63,607		57,050		12		57,062
Total	$	6,348,664	$	14,867	$	6,363,531	$	6,632,733	$	27,175	$	6,659,908

December 31, 2017 Performing Nonperforming Total
(In Thousands)
Commercial, financial and agricultural $ 2,269,642 $ 9,724 $ 2,279,366
Real estate - construction 580,874 - 580,874
Real estate - mortgage:
Owner-occupied commercial 1,328,110 556 1,328,666
1-4 family mortgage 602,604 459 603,063
Other mortgage 997,079 - 997,079
Total real estate mortgage 2,927,793 1,015 2,928,808
Consumer 62,127 86 62,213
Total $ 5,840,436 $ 10,825 $ 5,851,261

December 31, 2018	Performing		Nonperforming		Total
	(In Thousands)
Commercial, financial and agricultural	$	2,502,117	$	11,108	$	2,513,225
Real estate - construction		532,195		997		533,192
Real estate - mortgage:
Owner-occupied commercial		1,460,529		3,358		1,463,887
1-4 family mortgage		619,465		2,169		621,634
Other mortgage		1,327,038		10,030		1,337,068
Total real estate - mortgage		3,407,032		15,557		3,422,589
Consumer		64,385		108		64,493
Total	$	6,505,729	$	27,770	$	6,533,499

Loans by past due status as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 were as follows:

September 30, 2018	Past Due Status (Accruing Loans)
							Total Past
March 31, 2019															Past Due Status (Accruing Loans)
	30-59 Days		60-89 Days		90+ Days		Due		Non-Accrual		Current		Total Loans		30-59 Days		60-89 Days		90+ Days		Total Past Due		Non-Accrual		Current		Total Loans
	(In Thousands)														(In Thousands)
Commercial, financial and agricultural	$	513	$	9,147	$	309	$	9,969	$	8,499	$	2,460,320	$	2,478,788	$	6,868	$	2,115	$	31	$	9,014	$	11,486	$	2,501,636	$	2,522,136
Real estate - construction		538		997		-		1,535		-		542,076		543,611		–		–		–		–		238		555,981		556,219
Real estate - mortgage:
Owner-occupied commercial		375		3,941		-		4,316		153		1,425,642		1,430,111		122		–		–		122		3,558		1,496,915		1,500,595
1-4 family mortgage		150		970		301		1,421		501		608,538		610,460		600		649		–		1,249		1,850		626,186		629,285
Other mortgage		-		63		5,039		5,102		-		1,231,852		1,236,954		37		–		4,978		5,015		5,022		1,384,574		1,394,611
Total real estate - mortgage		525		4,974		5,340		10,839		654		3,266,032		3,277,525		759		649		4,978		6,386		10,430		3,507,675		3,524,491
Consumer		173		24		65		262		-		63,345		63,607		41		12		12		65		–		56,997		57,062
Total	$	1,749	$	15,142	$	5,714	$	22,605	$	9,153	$	6,331,773	$	6,363,531	$	7,668	$	2,776	$	5,021	$	15,465	$	22,154	$	6,622,289	$	6,659,908

December 31, 2017	Past Due Status (Accruing Loans)
							Total Past
December 31, 2018															Past Due Status (Accruing Loans)
	30-59 Days		60-89 Days		90+ Days		Due		Non-Accrual		Current		Total Loans		30-59 Days		60-89 Days		90+ Days		Total Past Due		Non-Accrual		Current		Total Loans
	(In Thousands)														(In Thousands)
Commercial, financial and agricultural	$	1,410	$	5,702	$	12	$	7,124	$	9,712	$	2,262,530	$	2,279,366	$	1,222	$	48	$	605	$	1,875	$	10,503	$	2,500,847	$	2,513,225
Real estate - construction		56		997		-		1,053		-		579,821		580,874		–		1,352		–		1,352		997		530,843		533,192
Real estate - mortgage:
Owner-occupied commercial		-		3,664		-		3,664		556		1,324,446		1,328,666		412		–		–		412		3,358		1,460,117		1,463,887
1-4 family mortgage		430		850		-		1,280		459		601,324		603,063		534		235		123		892		2,046		618,696		621,634
Other mortgage		5,116		-		-		5,116		-		991,963		997,079		1,174		–		5,008		6,182		5,022		1,325,864		1,337,068
Total real estate - mortgage		5,546		4,514		-		10,060		1,015		2,917,733		2,928,808		2,120		235		5,131		7,486		10,426		3,404,677		3,422,589
Consumer		131		23		48		202		38		61,973		62,213		58		123		108		289		–		64,204		64,493
Total	$	7,143	$	11,236	$	60	$	18,439	$	10,765	$	5,822,057	$	5,851,261	$	3,400	$	1,758	$	5,844	$	11,002	$	21,926	$	6,500,571	$	6,533,499

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 and are the following:~~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 5five 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~~contractual 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 implicit in the original loan agreement, 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~~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 ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~September 30, 2017.~~March 31, 2018. The total allowance for loan losses is disaggregated into those amounts associated with loans individually evaluated and those associated with loans collectively evaluated.

	Commercial,
	financial and			Real estate -			Real estate -
	agricultural			construction			mortgage			Consumer			Total			Commercial, financial and agricultural			Real estate - construction			Real estate - mortgage			Consumer			Total
	(In Thousands)															(In Thousands)
	Three Months Ended September 30, 2018															Three Months Ended March 31, 2019
Allowance for loan losses:
Balance at June 30, 2018	$	36,178		$	4,062		$	23,438		$	561		$	64,239
Balance at December 31, 2018																$	39,016		$	3,522		$	25,508		$	554		$	68,600
Charge-offs		(3,923	)		-			(48	)		(76	)		(4,047	)		(3,037	)		–			(50	)		(218	)		(3,305	)
Recoveries		52			4			1			6			63			12			1			7			7			27
Provision		6,794			(132	)		(62	)		24			6,624			3,468			72			1,246			99			4,885
Balance at September 30, 2018	$	39,101		$	3,934		$	23,329		$	515		$	66,879

	Three Months Ended September 30, 2017
Allowance for loan losses:
Balance at June 30, 2017	$	29,127		$	5,138		$	20,392		$	402		$	55,059
Charge-offs		(924	)		(16	)		(550	)		(65	)		(1,555	)
Recoveries		67			12			59			14			152
Provision		3,431			197			1,065			110			4,803
Balance at September 30, 2017	$	31,701		$	5,331		$	20,966		$	461		$	58,459
Balance at March 31, 2019																$	39,459		$	3,595		$	26,711		$	442		$	70,207

	Nine Months Ended September 30, 2018																Three Months Ended March 31, 2018
Allowance for loan losses:
Balance at December 31, 2017	$	32,880		$	4,989		$	21,022		$	515		$	59,406		$	32,880		$	4,989		$	21,022		$	515		$	59,406
Charge-offs		(6,743	)		-			(869	)		(211	)		(7,823	)		(1,088	)		–			(381	)		(88	)		(1,557	)
Recoveries		229			108			44			31			412			4			7			42			9			62
Provision		12,735			(1,163	)		3,132			180			14,884			3,991			(858	)		923			83			4,139
Balance at September 30, 2018	$	39,101		$	3,934		$	23,329		$	515		$	66,879

	Nine Months Ended September 30, 2017
Allowance for loan losses:
Balance at December 31, 2016	$	28,872		$	5,125		$	17,504		$	392		$	51,893
Charge-offs		(6,846	)		(56	)		(922	)		(173	)		(7,997	)
Recoveries		273			42			62			16			393
Provision		9,402			220			4,322			226			14,170
Balance at September 30, 2017	$	31,701		$	5,331		$	20,966		$	461		$	58,459
Balance at March 31, 2018																$	35,787		$	4,138		$	21,606		$	519		$	62,050

	As of September 30, 2018																As of March 31, 2019
Allowance for loan losses:
Individually Evaluated for Impairment	$	6,297		$	181		$	274		$	49		$	6,801		$	5,192		$	110		$	1,987		$	–		$	7,289
Collectively Evaluated for Impairment		32,804			3,753			23,055			466			60,078			34,267			3,485			24,724			442			62,918

Loans:
Ending Balance	$	2,478,788		$	543,611		$	3,277,525		$	63,607		$	6,363,531		$	2,522,136		$	556,219		$	3,524,491		$	57,062		$	6,659,908
Individually Evaluated for Impairment		23,138			1,463			13,083			49			37,733			18,197			656			17,891			49			36,793
Collectively Evaluated for Impairment		2,455,650			542,148			3,264,442			63,558			6,325,798			2,503,939			555,563			3,506,600			57,013			6,623,115

	As of December 31, 2017																As of December 31, 2018
Allowance for loan losses:
Individually Evaluated for Impairment	$	4,276		$	120		$	1,163		$	50		$	5,609		$	6,066		$	126		$	1,887		$	49		$	8,128
Collectively Evaluated for Impairment		28,604			4,869			19,859			465			53,797			32,950			3,396			23,621			505			60,472

Loans:
Ending Balance	$	2,279,366		$	580,874		$	2,928,808		$	62,213		$	5,851,261		$	2,513,225		$	533,192		$	3,422,589		$	64,493		$	6,533,499
Individually Evaluated for Impairment		26,447			1,571			12,404			88			40,510			18,444			1,461			18,637			49			38,591
Collectively Evaluated for Impairment		2,252,919			579,303			2,916,404			62,125			5,810,751			2,494,781			531,731			3,403,952			64,444			6,494,908

The following table presents details of the Company’s impaired loans as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively. Loans which have been fully charged off do not appear in the ~~tables.~~table.

							For the three months					For the nine months
							ended September 30,					ended September 30,
	September 30, 2018						2018					2018
									Interest					Interest
			Unpaid				Average		Income			Average		Income		March 31, 2019
	Recorded		Principal		Related		Recorded		Recognized			Recorded		Recognized								For the three months ended March 31, 2019
	Investment		Balance		Allowance		Investment		in Period			Investment		in Period		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized in Period
	(In Thousands)															(In Thousands)
With no allowance recorded:
Commercial, financial and agricultural	$	4,611	$	5,502	$	-	$	4,694	$	50		$	5,259	$	162	$	5,447	$	5,947	$	–	$	5,947	$	49
Real estate - construction		466		469		-		481		7			543		21		418		421		–		454		7
Real estate - mortgage:
Owner-occupied commercial		1,800		1,982		-		2,008		16			2,311		91		1,096		1,192		–		1,102		16
1-4 family mortgage		501		501		-		501		(4	)		501		1		597		597		–		622		(1	)
Other mortgage		5,039		5,039		-		5,052		62			5,083		187		4,978		4,978		–		4,992		61
Total real estate - mortgage		7,340		7,522		-		7,561		74			7,895		279		6,671		6,767		–		6,716		76
Consumer		-		-		-		-		-			-		-		–		–		–		–		–
Total with no allowance recorded		12,417		13,493		-		12,736		131			13,697		462		12,536		13,135		–		13,117		132

With an allowance recorded:
Commercial, financial and agricultural		18,527		25,946		6,297		19,041		136			19,035		478		12,750		22,855		5,192		15,416		30
Real estate - construction		997		997		181		997		14			997		42		238		238		110		364		–
Real estate - mortgage:
Owner-occupied commercial		3,507		3,507		34		3,507		46			3,507		142		3,558		3,558		106		3,558		(1	)
1-4 family mortgage		850		850		160		850		12			850		35		1,253		1,253		301		1,253		–
Other mortgage		1,386		1,386		80		1,386		15			1,595		51		6,409		6,409		1,580		6,409		15
Total real estate - mortgage		5,743		5,743		274		5,743		73			5,952		228		11,220		11,220		1,987		11,220		14
Consumer		49		49		49		49		1			49		2		49		49		–		49		1
Total with allowance recorded		25,316		32,735		6,801		25,830		224			26,033		750		24,257		34,362		7,289		27,049		45

Total Impaired Loans:
Commercial, financial and agricultural		23,138		31,448		6,297		23,735		186			24,294		640		18,197		28,802		5,192		21,363		79
Real estate - construction		1,463		1,466		181		1,478		21			1,540		63		656		659		110		818		7
Real estate - mortgage:
Owner-occupied commercial		5,307		5,489		34		5,515		62			5,818		233		4,654		4,750		106		4,660		15
1-4 family mortgage		1,351		1,351		160		1,351		8			1,351		36		1,850		1,850		301		1,875		(1	)
Other mortgage		6,425		6,425		80		6,438		77			6,678		238		11,387		11,387		1,580		11,401		76
Total real estate - mortgage		13,083		13,265		274		13,304		147			13,847		507		17,891		17,987		1,987		17,936		90
Consumer		49		49		49		49		1			49		2		49		49		–		49		1
Total impaired loans	$	37,733	$	46,228	$	6,801	$	38,566	$	355		$	39,730	$	1,212	$	36,793	$	47,497	$	7,289	$	40,166	$	177

December 31, 2017
							For the twelve months
							ended December 31, 2017
			Unpaid				Average		Interest Income		December 31, 2018
	Recorded		Principal		Related		Recorded		Recognized in								For the twelve months ended December 31, 2018
	Investment		Balance		Allowance		Investment		Period		Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized In Period
	(In Thousands)										(In Thousands)
With no allowance recorded:
Commercial, financial and agricultural	$	10,036	$	16,639	$	-	$	16,417	$	571	$	6,064	$	6,064	$	–	$	6,142	$	237
Real estate - construction		574		577		-		663		31		464		467		–		524		28
Real estate - mortgage:
Owner-occupied commercial		2,640		2,806		-		2,875		159		1,763		1,947		–		2,223		120
1-4 family mortgage		2,262		2,262		-		2,289		93		1,071		1,071		–		1,088		21
Other mortgage		746		746		-		727		44		5,061		5,061		–		5,133		252
Total real estate - mortgage		5,648		5,814		-		5,891		296		7,895		8,079		–		8,444		393
Consumer		38		39		-		42		3		–		–		–		–		–
Total with no allowance recorded		16,296		23,069		-		23,013		901		14,423		14,610		–		15,110		658

With an allowance recorded:
Commercial, financial and agricultural		16,411		16,992		4,276		17,912		651		12,380		20,141		6,066		15,918		462
Real estate - construction		997		997		120		997		56		997		997		126		997		31
Real estate - mortgage:
Owner-occupied commercial		3,914		3,914		601		3,801		215		3,358		3,358		99		3,364		105
1-4 family mortgage		980		980		281		1,113		54		975		975		208		975		30
Other mortgage		1,862		1,862		281		1,862		80		6,409		6,409		1,580		6,598		217
Total real estate - mortgage		6,756		6,756		1,163		6,776		349		10,742		10,742		1,887		10,937		352
Consumer		50		50		50		42		3		49		49		49		49		3
Total with allowance recorded		24,214		24,795		5,609		25,727		1,059		24,168		31,929		8,128		27,901		848

Total Impaired Loans:
Commercial, financial and agricultural		26,447		33,631		4,276		34,329		1,222		18,444		26,205		6,066		22,060		699
Real estate - construction		1,571		1,574		120		1,660		87		1,461		1,464		126		1,521		59
Real estate - mortgage:
Owner-occupied commercial		6,554		6,720		601		6,676		374		5,121		5,305		99		5,587		225
1-4 family mortgage		3,242		3,242		281		3,402		147		2,046		2,046		208		2,063		51
Other mortgage		2,608		2,608		281		2,589		124		11,470		11,470		1,580		11,731		469
Total real estate - mortgage		12,404		12,570		1,163		12,667		645		18,637		18,821		1,887		19,381		745
Consumer		88		89		50		84		6		49		49		49		49		3
Total impaired loans	$	40,510	$	47,864	$	5,609	$	48,740	$	1,960	$	38,591	$	46,539	$	8,128	$	43,011	$	1,506

Troubled Debt Restructurings (“TDR”) at ~~September 30, 2018,~~March 31, 2019, December 31, ~~2017~~2018 and ~~September 30, 2017~~March 31, 2018 totaled ~~$16.6~~$12.3 million, ~~$20.6~~$14.6 million and ~~$16.4~~$18.8 million, respectively. The portion of those TDRs accruing interest at March 31, 2019, December 31, 2018 and March 31, 2018 totaled $2.7 million, $3.1 million and $15.8 million, respectively. At ~~September 30, 2018,~~March 31, 2019, the Company had a related allowance for loan losses of ~~$3.7~~$2.6 million allocated to ~~these~~ TDRs, compared to $4.3 million at December 31, ~~2017~~2018 and ~~$4.0~~$5.1 million at ~~September 30, 2017. TDR activity by portfolio segment~~March 31, 2018. There were no modifications made to new TDRs or renewals of existing TDRs for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017 is presented in the table below.~~2018.

Three Months Ended September 30, 2018 Nine Months Ended September 30, 2018
Pre- Post- Pre- Post-
Modification Modification Modification Modification
Outstanding Outstanding Outstanding Outstanding
Number of Recorded Recorded Number of Recorded Recorded
Contracts Investment Investment Contracts Investment Investment
(In Thousands)
Troubled Debt Restructurings
Commercial, financial and agricultural 6 $ 7,242 $ 7,242 6 $ 7,242 $ 7,242
Real estate - construction 1 997 997 1 997 997
Real estate - mortgage:
Owner-occupied commercial 2 3,664 3,664 2 3,664 3,664
1-4 family mortgage 1 850 850 1 850 850
Other mortgage - - - - - -
Total real estate mortgage 3 4,514 4,514 3 4,514 4,514
Consumer - - - - - -
10 $ 12,753 $ 12,753 10 $ 12,753 $ 12,753

Three Months Ended September 30, 2017 Nine Months Ended September 30, 2017
Pre- Post- Pre- Post-
Modification Modification Modification Modification
Outstanding Outstanding Outstanding Outstanding
Number of Recorded Recorded Number of Recorded Recorded
Contracts Investment Investment Contracts Investment Investment
(In Thousands)
Troubled Debt Restructurings
Commercial, financial and agricultural - $ - $ - 5 $ 7,205 $ 7,205
Real estate - construction - - - 1 997 997
Real estate - mortgage:
Owner-occupied commercial - - - 2 3,664 3,664
1-4 family mortgage - - - 1 850 850
Other mortgage - - - - - -
Total real estate mortgage - - - 3 4,514 4,514
Consumer - - - - - -
- $ - $ - 9 $ 12,716 $ 12,716

There were two commercial loans totaling $0.3 million which were modified in the previous twelve months (i.e., the twelve months prior to default) which defaulted during the three months ended March 31, 2019. There were no loans which were modified in the previous twelve months ~~(i.e., twelve months prior to default)~~ that defaulted during the three months ended ~~September 30, 2018 and one commercial TDR loan totaling $0.3 million defaulted during the nine months ended September 30,~~March 31, 2018. ~~No TDRs which were modified in the previous twelve months defaulted during the three and nine months ended September 30, 2017.~~ For purposes of this disclosure, default is defined as 90 days past due and still accruing or placement on nonaccrual status.

NOTE 6 – LEASES

The Company leases space under non-cancelable operating leases for several of its banking offices and certain office equipment. The leases have remaining terms up to 10 years. At March 31, 2019, the Company had lease right-of-use assets and lease liabilities totaling $14.7 million, which are reflected in other assets and other liabilities, respectively, in the Company’s Consolidated Balance Sheet.

Maturities of operating lease liabilities as of March 31, 2019 are as follows:

	March 31, 2019
	(In Thousands)
2019 (remaining)	$	2,397
2020		3,134
2021		2,487
2022		2,509
2023		2,088
thereafter		3,701
Total lease payments		16,316
Less: imputed interest		(1,637	)
Present value of operating lease liabilities	$	14,679

As of ~~September 30, 2018,~~March 31, 2019 the ~~Company’s TDRs have all~~weighted average remaining term of operating leases is 6.2 years and the weighted average discount rate used in the measurement of operating lease liabilities was 5.00%.

An initial right-of-use asset of $15.3 million was recognized as a non-cash asset addition with the adoption of the new lease accounting standard on January 1, 2019. Additional right-of-use assets of $0.4 million were recorded as non-cash asset additions that resulted from ~~term extensions, rather than from interest rate reductions or debt forgiveness.~~new operating lease liabilities during the first quarter 2019. Cash paid for amounts included in the present value of operating lease liabilities was $0.8 million during the first quarter 2019 and is included in operating cash flows.

Operating lease costs were $0.9 million during the first quarter 2019. Variable lease costs were $0.1 million during the first quarter 2019. Short-term lease costs were $7,000 during the first quarter 2019. Prior to the adoption of the new lease accounting standard, we had rent expense of $0.7 million for the first quarter ended 2018.

NOTE 67 - EMPLOYEE AND DIRECTOR BENEFITS

Stock Options

At ~~September 30, 2018,~~March 31, 2019, the Company had ~~stock-based compensation~~stock incentive plans as described below. The compensation cost that has been charged to earnings for the plans was approximately ~~$202,000~~$0.3 million and ~~$684,000~~$0.2 million for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~and $294,000 and $916,000 for the three and nine months ended September 30, 2017.~~respectively.

~~The Company’s 2005 Amended and Restated Stock Option 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 ~~that uses~~which incorporates the assumptions noted in the following table. Expected ~~volatility is~~volatilities are based on ~~historical volatilities~~an index of ~~the Company’s common stock.~~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.

	2018			2017			2019			2018
Expected volatility		24.72	%		29.00	%		40.00	%		23.43	%
Expected dividends		1.06	%		0.44	%		1.76	%		1.07	%
Expected term (in years)		6.25			6.25			6.3			6.3
Risk-free rate		2.67	%		2.08	%		2.61	%		2.67	%

The weighted average grant-date fair value of options granted during the ~~nine~~three months ended ~~September 30,~~March 31, 2019 and 2018 was $12.20 and ~~September 30, 2017 was $10.98 and $11.83,~~$10.41, respectively.

The following table summarizes stock option activity during the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 and ~~September 30, 2017:~~2018:

Weighted
Weighted Average
Average Remaining Aggregate
Exercise Contractual Intrinsic
Shares Price Term (years) Value
(In Thousands)
Nine Months Ended September 30, 2018:
Outstanding at January 1, 2018 1,666,834 $ 10.68 5.5 $ 51,377
Granted 12,750 41.58 9.5 (31 )
Exercised (231,336 ) 4.94 3.1 7,665
Forfeited (33,000 ) 15.00 6.4 758
Outstanding at September 30, 2018 1,415,248 11.79 5.1 $ 38,998

Exercisable at September 30, 2018 693,100 $ 6.78 3.5 $ 22,513

Nine Months Ended September 30, 2017:
Outstanding at January 1, 2017 2,026,334 $ 9.00 6.2 $ 57,636
Granted 52,500 37.93 9.4 (35 )
Exercised (359,000 ) 4.97 4.2 11,590
Forfeited (32,000 ) 21.96 8.4 489
Outstanding at September 30, 2017 1,687,834 10.51 5.7 $ 45,136

Exercisable at September 30, 2017 810,736 $ 5.22 4.2 $ 25,971

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
								(In Thousands)
Three Months Ended March 31, 2019:
Outstanding January 1, 2019		1,238,748		$	13.02		5.2	$	23,355
Granted		6,000			34.09		9.8		(2	)
Exercised		(162,500	)		4.59		1.7		4,384
Forfeited		–			–		–		–
Outstanding March 31, 2019		1,082,248			14.41		6.3	$	21,318

Exercisable March 31, 2019		354,800		$	8.40		4.0	$	9,356

Three Months Ended March 31, 2018:
Outstanding January 1, 2018		1,666,834		$	10.68		5.5	$	51,377
Granted		10,250			41.21		9.9		(4	)
Exercised		(173,836	)		4.90		3.4		6,244
Forfeited		(1,000	)		25.41		8.5		15
Outstanding March 31, 2018		1,502,248			11.54		5.5	$	43,978

Exercisable March 31, 2018		672,600		$	5.48		3.9	$	23,770

As of ~~September 30, 2018,~~March 31, 2019, there was ~~approximately $1,514,000~~$1.6 million of total unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized on the straight-line method over the next ~~2.2~~1.8 years.

Restricted Stock

The Company periodically grants restricted stock awards that vest upon service conditions. Dividend payments are made during the vesting period. The value of restricted stock is determined to be the current value of the Company’s stock, and this total value will be recognized as compensation expense over the vesting period. There were 15,200 shares of restricted stock granted to employees during the first quarter of 2019. There were 10,750 shares of restricted stock granted to employees during the first quarter of 2018. As of ~~September 30, 2018,~~March 31, 2019, there was ~~$752,000~~$1.2 million of total unrecognized compensation cost related to non-vested restricted stock. ~~The cost is expected to be recognized evenly over the remaining 1.9 years~~As of ~~the restricted stock’s vesting period.~~

~~The following table summarizes~~March 31, 2019, non-vested restricted stock ~~activity during the nine months ended September 30, 2018 and 2017, respectively:~~had a weighted average remaining time to vest of 3.2 years.

Shares Weighted
Average Grant
Date Fair
Value
Nine Months Ended September 30, 2018:
Non-vested at January 1, 2018 120,676 $ 10.29
Granted 12,850 41.48
Vested (73,700 ) 5.88
Forfeited (750 ) 41.21
Non-vested at September 30, 2018 59,076 19.38

Nine Months Ended September 30, 2017:
Non-vested at January 1, 2017 118,676 $ 8.88
Granted 7,000 38.02
Vested (4,200 ) 15.74
Forfeited (800 ) 15.74
Non-vested at September 30, 2017 120,676 10.29

NOTE 78 - 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 ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 were not material.

NOTE 89 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In February ~~2018,~~2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842). The FASB issued this ASU ~~2018-02,~~ ~~Income Statement - Reporting Comprehensive Income~~ ~~(Topic 220);~~ ~~Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~.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 require a reclassification from / to accumulated other comprehensive income and to / from retained earnings for stranded tax effects resulting from the change in the newly enacted federal corporate income tax rate. Consequently, the amendments in this ASU eliminate the stranded tax effects associated with the change in the federal corporate income tax rate in the Tax Cuts and Jobs Act of 2017. The amendments in this ASU are effective for all entities for fiscal years beginning after December 15, 2018 with early adoption allowed. The Bank elected to early adopt this ASU as of December 31, 2017. The effect of the adoption of this ASU was to decrease accumulated other comprehensive income by $43,000 with the offset to retained earnings as recorded in the statement of changes in stockholders' equity. This represents the difference between the historical corporate income tax rate and the newly enacted 21% corporate income tax rate.

~~In May 2014, the FASB issued ASU 2014-09,~~ ~~Revenue from Contracts with Customers (Topic 606)~~, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaces most existing revenue recognition guidance in GAAP. The new standard waswere effective for the Company on January 1, ~~2018. Adoption~~2019. The Company elected the three practical expedients allowed by the amendments as follows: 1) forego an assessment of ~~ASU 2014-09~~whether any existing contracts are or contain leases, 2) forego an assessment of the classification of existing leases as to whether they are operating leases or capital leases, and 3) forego an assessment of direct costs for any existing leases. Upon adoption on January 1, 2019, the Company recorded right-of-use assets and related lease liabilities of $15.3 million and did not ~~have a material~~restate comparative periods. There was no impact on the Company’s consolidated ~~financial~~ statements ~~and related disclosures as the Company’s primary sources~~ of revenues are derived from interest and dividends earned on loans, investment securities, and other financial instruments that are not within the scope of ASU 2014-09. The Company’s revenue recognition patternincome or cash flows. See Note 6 – Leases for ~~revenue streams within the scope of ASU 2014-09, including but not limited to service charges on deposit accounts and credit card fees, did not change significantly from current practice.~~additional information.

In ~~January 2016,~~June 2018, the FASB issued ASU ~~2016-01,~~2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation - Stock Compensation, which only included share-based payments to employees, to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees are now substantially aligned. The ASU superseded Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The Company adopted this ASU effective January 1, 2019. However, the amendments did not have an impact on the Company’s Consolidated Financial ~~Instruments Overall (Topic 825): Recognition~~Statements because it does not currently have any stock-based payment awards outstanding to nonemployees.

In March 2017, the FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and ~~Measurement of Financial Assets and Financial Liabilities~~Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities. . The amendments ~~in ASU 2016-01: (a)~~shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require ~~equity investments (except for those accounted for under~~ the ~~equity method of accounting or those that result in consolidation of the investee)~~premium to be ~~measured~~amortized to the earliest call date. The amendments do not require an accounting change for securities held at ~~fair value with changes in fair value recognized in net income; (b) simplify~~a discount; the impairment assessment of equity securities without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminate the requirement for public business entities to disclose the method and significant assumptions used to estimate the fair value that is requireddiscount continues to be ~~disclosed for financial instruments measured at~~ amortized ~~cost on the balance sheet; (d) require public business entities~~ to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (e) require 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) require 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) clarify 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.maturity. The amendments in this ASU ~~became~~were effective for the Company onas of January 1, ~~2018. Accordingly,~~2019. The amendments in this ASU did not impact the ~~calculation of fair value of~~Company’s Consolidated Financial Statements, as it has always amortized premiums to the ~~loan portfolio was refined to incorporate exit pricing, but had no material impact on our fair value disclosures. See Note 10 – Fair Value Measurement.~~first call date.

NOTE ~~9 -~~10 – RECENT ACCOUNTING PRONOUNCEMENTS

~~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. In January 2018, the FASB issued a proposal to allow an additional transition method that would allow entities to not apply the guidance in ASU 2016-02 in the comparative periods presented in the financial statements and instead recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company has reviewed its current lessee portfolio and is assessing the impact of the new standard on its financial statements, related disclosures, systems, and internal controls. The accounting changes are expected to relate primarily to its leased branches and office space which are currently accounted for as operating leases. Based upon leases that were outstanding as of September 30, 2018, the Company anticipates recognizing a right of use asset and a lease liability related to substantially all the $17.4 million of operating lease commitments summarized in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of this Form 10-Q. However, the lease commitments requiring balance sheet recognition continue to be evaluated. Management anticipates that the addition of the right of use asset will decrease the Company’s risk-based capital ratios but does not believe the impact will be material. Other aspects of the amendments are not expected to have a material impact on the Company’s Consolidated Financial Statements.

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 has contracted with a third-party provider ~~to implement~~for enhanced modeling techniques that incorporate the loss measurement requirements in these ~~amendments as part of adopting the ASU.~~

~~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.~~ The amendments 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. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The amendments should be applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The amendments in this ASU will not impact the Company’s Consolidated Financial Statements, as it has always amortized premiums to the first call date.

~~In June 2018, the FASB issued ASU 2018-06,~~ ~~Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting.~~ These amendments expand the scope of Topic 718, Compensation - Stock Compensation, which currently only includes share-based payments to employees, to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The amendments in this ASU are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers.amendments. The Company will adopt this ASU effective January 1, 2019. The amendments are not expected to have an impact on the Company’s Consolidated Financial Statements because it does not have any stock-based payment awardsis currently ~~outstanding to nonemployees.~~

~~In July 2018, the FASB issued ASU 2018-09,~~~~Codification Improvements.~~ The amendments represent changes to clarify, correct errors in, or make improvements to the Accounting Standards Codification, eliminating inconsistencies and providing clarifications in current guidance. The amendments include those made to: Subtopic 220-10, Income Statement- Reporting Comprehensive Income-Overall; Subtopic 470-50, Debt-Modifications and Extinguishments; Subtopic 480-10, Distinguishing Liabilities from Equity-Overall; Subtopic 718-740, Compensation-Stock Compensation-Income Taxes; Subtopic 805-740, Business Combinations-Income Taxes; Subtopic 815-10, Derivatives and Hedging-Overall; Subtopic 820-10, Fair Value Measurement-Overall; Subtopic 940-405, Financial Services-Brokers and Dealers-Liabilities; and Subtopic 962-325, Plan Accounting-Defined Contribution Pension Plans-Investments-Other. The transition and effective date guidance of these amendments are based on the facts and circumstances of each amendment. Some of the amendments do not require transition guidanceworking through its implementation plan and will be ~~effective upon issuance. However, many~~testing the effectiveness of the ~~amendments do have transition guidance~~new model through analytics and comparison with effective dates for annual periods beginning after December 15, 2018, for public business entities. Management is reviewing each subtopic impacted by the amendments to determine their applicability and potential impact to the Company’s Consolidated Financial Statements but does not currently believe they will have a material impact.

~~In July 2018, the FASB issued ASU 2018-10,~~~~Codification Improvements to Topic 842, Leases (Topic 842).~~ These amendments affect narrow aspects of the guidance issued in the amendments in ASU 2016-02, including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. Management is reviewing the amendments to determine what impact, if any, they will have beyond the impact thatits existing ~~but not-yet-adopted, amendments under Topic 842 will have on the Company’s Consolidated Financial Statements.~~

~~In July 2018, the FASB issued ASU 2018-11,~~~~Leases (Topic 842): Targeted Improvements.~~ These amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. Consequently, an entity’s reporting for the comparative periods presented in the financial statements in which it adopts the new leases standard will continue to be in accordance with current GAAP (Topic 840, Leases). The amendments also provide lessors with a practical expedient, by class of underlying asset, to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component if the non-lease components otherwise would be accounted for under the new revenue guidance (Topic 606) and certain criteria are met. If the non-lease component or components associated with the lease component are the predominant component of the combined component, an entity is required to account for the combined component in accordance with Topic 606. Otherwise, the entity must account for the combined component as an operating lease in accordance with Topic 842. For entities that have not adopted Topic 842 before the issuance of ASU No. 2018-11, the effective date and transition requirements for the amendments related to separating components of a contract are the same as the effective date and transition requirements in ASU No. 2016-02. All entities, including early adopters, that elect the practical expedient related to separating components of a contract in ASU No. 2018-11 must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient at the date elected. Management expects to elect both transition options. The amendments are not expected to have a material impact on the Company’s Consolidated Financial Statements.incurred loss model throughout 2019.

In July 2018, the FASB issued ASU 2018-13,Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. Among the changes, entities will no longer be required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, however, entities will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No. 2018-13 is effective for interim and annual reporting periods beginning after December 15, 2019; early adoption is permitted. Entities are also allowed to elect early adoption of the eliminated or modified disclosure requirements and delay adoption of the new disclosure requirements until their effective date. As ASU No. 2018-13 only revises disclosure requirements, it will not have a material impact on the Company’s Consolidated Financial Statements.

~~In August 2018, the FASB issued ASU 2018-15,~~ ~~Intangibles-Goodwill and Other- Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.~~ These amendments align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by these amendments. For public business entities, the amendments are effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. For all other entities, the amendments are effective for annual periods beginning after December 15, 2020, and interim periods in annual periods beginning after December 15, 2021. Early adoption is permitted. Management is reviewing these amendments with respect to its use of software solutions for its operations, which are fairly extensive, to determine the possible impact but does not currently believe they will have a material impact to its Consolidated Financial Statements.

NOTE 1011 - 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 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~~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~~follows the exit-price concept of fair value described in ~~ASC 820-10 and would generally result in a higher value than the exit-price approach.~~Accounting Standards Codification (“ASC”) 820-10. 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 ~~$4,893,000 and $8,782,000~~$1.9 million during the three ~~and nine~~ months ended ~~September 30, 2018, respectively,~~March 31, 2019, and ~~$2,660,000 and $7,967,000~~$2.3 million during the three ~~and nine~~ months ended ~~September 30, 2017, respectively.~~March 31, 2018.

Other Real Estate Owned ~~and repossessed assets~~. Other real estate assets (“OREO”) acquired through, or in lieu of, foreclosure ~~and repossessed assets~~ 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 ~~or repossession~~ are charged to the allowance for loan losses subsequent to ~~foreclosure or repossession.~~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 $22,000 and ~~repossessed assets of $228,000 and $581,000~~$254,000 was recognized ~~for~~during the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~respectively, and $20,000 and $56,000 for the three and nine months ended September 30, 2017,~~ respectively. These charges were for write-downs in the value of OREO subsequent to foreclosure and losses on the disposal of OREO. OREO ~~and repossessed assets are~~is classified within Level 3 of the hierarchy.

There was one residential real estate loan with a balance of ~~$360,000~~$340,000 foreclosed and classified as OREO as of ~~September 30, 2018 compared to none~~March 31, 2019. This same loan had a balance of $360,000 as of December 31, ~~2017.~~2018.

No residential real estate loans were in the process of being foreclosed as of March 31, 2019 and one residential real estate loan for $173,000 was in the process of being foreclosed as of December 31, 2018. This property was eventually purchased by another buyer at auction.

The following table presents the Company’s financial assets ~~and financial liabilities~~ carried at fair value on a recurring basis as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018. There were no liabilities measured at fair value on a recurring basis as of March 31, 2019 and December 31, 2018.

	Fair Value Measurements at September 30, 2018 Using
	Quoted Prices in
	Active Markets		Significant Other		Significant
	for Identical		Observable Inputs		Unobservable				Fair Value Measurements at March 31, 2019 Using
	Assets (Level 1)		(Level 2)		Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets Measured on a Recurring Basis:	(In Thousands)								(In Thousands)
Available-for-sale debt securities:
U.S. Treasury and government agencies	$	-	$	74,278	$	-	$	74,278
Available for sale debt securities:
U.S. Treasury and government sponsored agencies									$	–	$	74,081	$	–	$	74,081
Mortgage-backed securities		-		298,824		-		298,824		–		329,376		–		329,376
State and municipal securities		-		112,698		-		112,698		–		96,468		–		96,468
Corporate debt		-		85,696		6,525		92,221		–		125,268		6,503		131,771
Total assets at fair value	$	-	$	571,496	$	6,525	$	578,021	$	–	$	625,193	$	6,503	$	631,696

	Fair Value Measurements at December 31, 2017 Using
	Quoted Prices in
	Active Markets		Significant Other		Significant
	for Identical		Observable Inputs		Unobservable				Fair Value Measurements at December 31, 2018 Using
	Assets (Level 1)		(Level 2)		Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets Measured on a Recurring Basis:	(In Thousands)								(In Thousands)
Available-for-sale debt securities:
U.S. Treasury and government agencies	$	-	$	55,356	$	-	$	55,356
Available for sale debt securities:
U.S. Treasury and government sponsored agencies									$	–	$	76,993	$	–	$	76,993
Mortgage-backed securities		-		276,498		-		276,498		–		304,304		–		304,304
State and municipal securities		-		134,849		-		134,849		–		105,994		–		105,994
Corporate debt		-		64,877		6,500		71,377		–		96,375		6,518		102,893
Total assets at fair value	$	-	$	531,580	$	6,500	$	538,080	$	–	$	583,666	$	6,518	$	590,184

The following table presents the Company’s financial assets ~~and financial liabilities~~ carried at fair value on a nonrecurring basis as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018. There were no liabilities measured at fair value on a non-recurring basis as of March 31, 2019 and December 31, 2018.

	Fair Value Measurements at September 30, 2018								Fair Value Measurements at March 31, 2019 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets Measured on a Nonrecurring Basis:	(In Thousands)								(In Thousands)
Impaired loans	$	-	$	-	$	30,932	$	30,932	$	–	$	–	$	29,504	$	29,504
Other real estate owned and repossessed assets		-		-		5,714		5,714		–		–		5,480		5,480
Total assets at fair value	$	-	$	-	$	36,646	$	36,646	$	–	$	–	$	34,984	$	34,984

	Fair Value Measurements at December 31, 2017								Fair Value Measurements at December 31, 2018 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
Assets Measured on a Nonrecurring Basis:	(In Thousands)								(In Thousands)
Impaired loans	$	-	$	-	$	34,901	$	34,901	$	–	$	–	$	30,463	$	30,463
Other real estate owned and repossessed assets		-		-		6,701		6,701
Other real estate owned										–		–		5,169		5,169
Total assets at fair value	$	-	$	-	$	41,602	$	41,602	$	–	$	–	$	35,632	$	35,632

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

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

~~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 partvalues 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. Securitiesfinancial instruments not 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 theat fair value ~~hierarchy.~~

~~Equity securities:~~ The carrying value of Federal Home Loan Bank and Federal Reserve Bank stock approximates fair value based on the redemption provision of the investments. Within equity securities, we hold and investment in a fund that qualifies us for Community Reinvestment Act credits. This investment is classified in Level 1 of the fair value hierarchy.

~~Mortgage loans held for sale:~~ ~~Loans are committed to be delivered to investors~~ on a ~~“best efforts delivery”~~recurring or non-recurring basis ~~within 30 days~~as of ~~origination. Due to this short turn-around time, the carrying amounts of the Company’s agreements approximate their fair values.~~March 31, 2019 and December 31, 2018 were as follows:

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

September 30, 2018 December 31, 2017
Carrying Carrying
Amount Fair Value Amount Fair Value
(In Thousands)
Financial Assets:
Level 1 inputs:
Cash and due from banks $ 136,788 $ 136,788 $ 238,062 $ 238,062

Level 2 inputs:
Available for sale debt securities 571,496 571,496 531,580 531,580
Equity securities 889 889 1,034 1,034
Federal funds sold 229,033 229,033 239,524 239,524
Mortgage loans held for sale 5,277 5,277 4,459 4,459
Bank-owned life insurance contracts 129,869 129,869 127,519 127,519

Level 3 inputs:
Available for sale debt securities 6,525 6,525 6,500 6,500
Held to maturity debt securities 250 250 250 250
Loans, net 6,265,720 6,174,697 5,756,954 5,712,441

Financial liabilities:
Level 2 inputs:
Deposits $ 6,505,351 $ 6,497,244 $ 6,091,674 $ 6,086,085
Federal funds purchased 246,094 246,094 301,797 301,797
Other borrowings 64,657 64,601 64,832 65,921

	March 31, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In Thousands)
Financial Assets:
Level 1 inputs:
Cash and cash equivalents	$	618,094	$	618,094	$	458,050	$	458,050

Level 2 inputs:
Federal funds sold		181,435		181,435		223,845		223,845
Mortgage loans held for sale		1,223		1,251		120		121

Level 3 Inputs:
Held to maturity debt securities		250		250		–		–
Loans, net		6,589,701		6,555,511		6,464,899		6,398,604

Financial Liabilities:
Level 2 inputs:
Deposits	$	7,083,666	$	7,082,114	$	6,915,708	$	6,910,176
Federal funds purchased		373,378		373,378		288,725		288,725
Other borrowings		64,675		64,618		64,666		64,613

~~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 September 30, 2018, and events which occurred subsequent to September 30, 2018 but were not recognized in the financial statements.

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~~wholly owned subsidiary, ServisFirst Bank (the “Bank”). This discussion is intended to supplement and highlight information contained in the accompanying unaudited consolidated ~~financial statements~~balance sheets as of March 31, 2019 and December 31, 2018 and consolidated statements of income for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~September 30, 2017.~~March 31, 2018.

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:~~including, but not limited to: 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 contained herein.~~statements. Accordingly, you should not place undue reliance on any forward-looking statements, which speak only as of the date made. ~~ServisFirst Bancshares, Inc.~~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 20 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 ~~September 30, 2018,~~March 31, 2019, we had consolidated total assets of ~~$7.52~~$8.31 billion, up ~~$435.4~~$30.0 million, or ~~6.1%~~3.8%, ~~when compared to consolidated~~from total assets of ~~$7.08~~$8.01 billion at December 31, ~~2017.~~2018. Total loans were ~~$6.36~~$6.66 billion at ~~September 30, 2018,~~March 31, 2019, up ~~$512.3~~$126.4 million, or ~~8.8%~~1.9%, from ~~$5.85~~$6.53 billion at December 31, ~~2017.~~2018. Total deposits were ~~$6.51~~$0.37 billion at ~~September 30, 2018,~~March 31, 2019, up ~~$413.7~~$167.9 million, or ~~6.8%~~29.3%, from ~~$6.09~~$0.29 billion at December 31, ~~2017.~~2018.

Net income available to common stockholders for the three months ended ~~September 30, 2018~~March 31, 2019 was ~~$34.6~~$35.0 million, ~~an increase of $9.3~~up $2.4 million, or ~~36.8%~~7.4%, from ~~$25.3~~$32.6 million for the ~~corresponding period in 2017.~~three months ended March 31, 2018. Basic and diluted earnings per common share were $0.65 ~~and $0.64, respectively,~~ for the three months ended ~~September 30, 2018,~~March 31, 2019, compared to ~~basic~~$0.61 and ~~diluted earnings per common share of $0.48 and $0.47 for the corresponding period in 2017.~~

Net income available to common stockholders for the nine months ended September 30, 2018 was $100.7 million, an increase of $28.8 million, or 40.0%, from $71.9 million for the corresponding period in 2017. Basic and diluted earnings per common share were $1.89 and $1.86, respectively, for the nine months ended September 30, 2018, compared to $1.36 and $1.33,$0.60, respectively, for the corresponding period in ~~2017.~~2018. An increase in net interest income of $5.6 million for the comparative periods contributed to the increase in net income. Partially offsetting the increase in net interest income were increases in salary expenses, other operating expenses, and provision for income taxes. Changes in income and expenses are more fully explained in “Results of Operations” below.

Critical Accounting Policies

The accounting and financial policies of the Company conform to U.S. ~~generally accepted accounting principles (“U.S. GAAP”)~~GAAP and to general practices within the banking industry. To prepare consolidated financial statements in conformity with U.S. ~~GAAP,~~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, ~~2017.~~2018.

Financial Condition

Cash and Cash Equivalents

At ~~September 30, 2018,~~March 31, 2019, we had ~~$229.0~~$181.4 million in federal funds sold, compared to ~~$239.5~~$223.8 million at December 31, ~~2017.~~2018. We also maintain balances at the Federal Reserve Bank of Atlanta, which earn interest. At ~~September 30, 2018,~~March 31, 2019, we had ~~$57.6~~$192.9 million in balances at the Federal Reserve, compared to ~~$150.3~~$41.9 million at December 31, ~~2017. We disbursed~~2018. Our decrease in federal funds ~~that we would have otherwise had~~sold were the result of a decrease in funds sold on ~~deposit at~~ the ~~Federal Reserve to correspondent banks due to higher~~American Financial Exchange and an increase in interest ~~rates paid by those banks.~~bearing deposits during the first quarter of 2019.

~~Debt~~

Investment Securities

Debt securities available for sale totaled ~~$578.0~~$631.7 million at ~~September 30, 2018~~March 31, 2019 and ~~$538.1~~$590.2 million at December 31, ~~2017.~~2018. Investment securities held to maturity totaled $0.3 million at March 31, 2019. We had pay downs of ~~$39.4~~$13.0 million on mortgage-backed securities and calls and maturities of ~~$14.8 million on municipal and corporate securities, and calls of $6.4~~$10.0 million on municipal securities and subordinated notes during the nine months ended September 30, 2018. We purchased $70.9 million in mortgage-backed securities, $27.6 million in municipal and corporate securities and $22.8 million of U.S. Treasury and government sponsored agency during the first ~~nine~~three months of ~~2018.~~2019. We bought $28.8 million of corporate bonds and $34.8 million of mortgage-backed securities during the first three months of 2019.

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 seek to balance the market and credit risks against the potential investment return, make investments compatible with the pledge requirements of any deposits of public funds, maintain compliance with regulatory investment requirements, and assist certain public entities with their financial needs. The investment committee has full authority over the investment portfolio and makes decisions on purchases and sales of securities. The entire portfolio, along with all investment transactions occurring since the previous board of directors meeting, is reviewed by the board at each monthly meeting. The investment policy allows portfolio holdings to include short-term securities purchased to provide us with needed liquidity and longer term securities purchased to generate level income for us over periods of interest rate fluctuations.

Each quarter, management assesses whether there have been events or economic circumstances indicating that a security on which there is an unrealized loss is other-than-temporarily impaired. Management considers several factors, including the amount and duration of the impairment; the intent and ability of the Company to hold the security for a period sufficient for a recovery in value; and known recent events specific to the issuer or its industry. In analyzing an issuer’s financial condition, management considers whether the securities are issued by agencies of the federal government, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports, among other things. As we currently do not have the intent to sell these securities and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis, which may be at maturity, ~~and impairment positions at September 30, 2018 are interest-rate driven,~~ no declines are deemed to be ~~other than temporary.~~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 September 30, 2018, we owned restricted securities of First National Bankers Bank with an aggregate book value and market value of $0.4 million. We had no investments in any one security, restricted or liquid, in excess of 10% of our stockholders’ equity.

The ~~Bank~~Company does not invest in collateralized debt obligations (“CDOs”). We have ~~$92.2~~$131.8 million of bank holding company subordinated notes. All ~~of these notes~~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 ~~at September 30, 2018~~as of March 31, 2019 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 ~~$307.1~~$314.4 million and ~~$284.2~~$291.6 million as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively.

Loans

We had total loans of ~~$6.36~~$6.66 billion at ~~September 30, 2018, an increase of $512.3~~March 31, 2019, up $126.4 million, or ~~8.8%~~1.9%, compared to ~~$5.85~~$6.53 billion at December 31, ~~2017.~~2018. At ~~September 30, 2018,~~March 31, 2019, the percentage of our total loans in each of our ~~regions were~~markets was as follows:

	Percentage of Total Loans in MSA
Birmingham-Hoover, AL MSA		~~41.8~~40.1	%
Huntsville, AL MSA		9.1	%
Dothan, AL MSA		9.6	%
~~Huntsville,~~Montgomery, AL MSA		~~9.2~~6.0	%
Mobile, AL MSA		~~6.5~~	%
~~Montgomery, AL MSA~~		~~5.9~~6.9	%
Total Alabama MSAs		~~73.0~~71.7	%
Pensacola-Ferry Pass-Brent, FL MSA		~~6.1~~6.2	%
Tampa-St. Petersburg-Clearwater, FL MSA		~~2.9~~3.1	%
Total Florida MSAs		~~9.0~~9.3	%
Atlanta-Sandy Springs-Roswell, GA MSA		~~4.8~~5.4	%
Nashville-Davidson-Murfreesboro-Franklin, TN MSA		~~9.4~~9.9	%
Charleston-North Charleston, SC MSA		3.7	%

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 ~~September 30, 2018.~~March 31, 2019.

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.

March 31, 2019

Amount Percentage
of loans in
each
category to
total loans
(In Thousands)
Commercial, financial and agricultural $ 39,459 37.87 %
Real estate - construction 3,595 8.35 %
Real estate - mortgage 26,711 52.92 %
Consumer 442 0.86 %
Total $ 70,207 100.00 %

Percentage of loans
in each category
September 30, 2018 Amount to total loans
(In Thousands)
Commercial, financial and agricultural $ 39,101 38.95 %
Real estate - construction 3,934 8.54 %
Real estate - mortgage 23,329 51.51 %
Consumer 515 1.00 %
Total $ 66,879 100.00 %

Percentage of loans
in each category
December 31, 2017 Amount to total loans

December 31, 2018

Amount Percentage
of loans in
each
category to
total loans
(In Thousands) (In Thousands)
Commercial, financial and agricultural $ 32,880 38.96 % $ 39,016 38.47 %
Real estate - construction 4,989 9.93 % 3,522 8.16 %
Real estate - mortgage 21,022 50.05 % 25,508 52.38 %
Consumer 515 1.06 % 554 0.99 %
Total $ 59,406 100.00 % $ 68,600 100.00 %

Nonperforming Assets

Total nonperforming loans, which include nonaccrual loans and loans 90 or more days past due and still accruing, ~~increased $4.1 million~~decreased to ~~$14.9~~$27.2 million at ~~September 30, 2018,~~March 31, 2019 compared to ~~$10.8~~$27.7 million at December 31, ~~2017.~~2018. Of this total, nonaccrual loans of ~~$9.2~~$22.2 million at ~~September 30, 2018,~~March 31, 2019 represented a net ~~decrease~~increase of ~~$1.6~~$0.3 million from nonaccrual loans at December 31, ~~2017.~~2018. Excluding credit card accounts, there ~~were five loans~~was one loan 90 or more days past due and still accruing totaling ~~$5.6~~$5.0 million at March 31, 2019, compared to nothree loans ~~90 or more days past due and still accruing~~totaling $5.7 million at December 31, ~~2017. This increase primarily relates to one commercial real estate mortgage loan totaling $5.0 million which is well-collateralized and is actively in the process of collection.~~2018. Troubled Debt Restructurings (“TDR”) at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 were ~~$16.6~~$12.3 million and ~~$20.6~~$14.6 million, respectively. There ~~was one loan~~were no loans newly classified as a TDR ~~totaling $0.1 million and nine~~or renewals of existing TDRs ~~totaling $12.7 million~~ for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 or 2018. One relationship totaling $12.7 million consisting of nine loans, was newly classified as TDR during the second quarter of 2017. These TDRs are the result of term extensions rather than interest rate reductions or forgiveness of debt.

OREO and repossessed assets ~~decreased~~increased to ~~$5.7~~$5.5 million at ~~September 30, 2018,~~March 31, 2019, from ~~$6.7~~$5.2 million at December 31, ~~2017. The total number of OREO and repossessed asset accounts increased to 13 at September 30, 2018, compared to 12 at December 31, 2017.~~2018. The following table summarizes OREO and repossessed asset activity for the ~~nine~~three months ended ~~September 30, 2018~~March 31, 2019 and ~~2017:~~2018:

Nine Months Ended September 30, Three months ended March 31,
2018 2017 2019 2018
(In thousands) (In thousands)
Balance at beginning of period $ 6,701 $ 4,988 $ 5,169 $ 6,701
Transfers from loans and capitalized expenses 1,206 586 381 175
Proceeds from sales (1,572 ) (1,529 ) (48 ) (874 )
Internally financed sales (130 ) (185 )
Write-downs / net gain (loss) on sales (491 ) 28 (22 ) (254 )
Balance at end of period $ 5,714 $ 3,888 $ 5,480 $ 5,748

30 25

The following table summarizes our nonperforming assets and TDRs at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017:~~2018:

September 30, 2018 December 31, 2017
Number of Number of March 31, 2019 December 31, 2018
Balance Loans Balance Loans Balance Number of
Loans Balance Number of
Loans
(Dollar Amounts In Thousands) (Dollar Amounts In Thousands)
Nonaccrual loans:
Commercial, financial and agricultural $ 8,499 17 $ 9,712 18 $ 11,486 28 $ 10,503 16
Real estate - construction - - - - 238 1 997 1
Real estate - mortgage:
Owner-occupied commercial 153 2 556 2 3,558 3 3,358 2
1-4 family mortgage 501 2 459 2 1,850 8 2,046 9
Other mortgage - - - - 5,022 1 5,022 1
Total real estate - mortgage 654 4 1,015 4 10,430 12 10,426 12
Consumer - - 38 1 – 1 – 1
Total Nonaccrual loans: $ 9,153 21 $ 10,765 23 $ 22,154 42 $ 21,926 30

90+ days past due and accruing:
Commercial, financial and agricultural $ 309 9 $ 12 3 $ 31 2 $ 605 10
Real estate - construction - - - - – – – –
Real estate - mortgage:
Owner-occupied commercial - - - - – – – –
1-4 family mortgage 301 3 - - – – 123 1
Other mortgage 5,039 1 - - 4,978 1 5,008 1
Total real estate - mortgage 5,340 4 - - 4,978 1 5,131 2
Consumer 65 18 48 24 12 1 108 28
Total 90+ days past due and accruing: $ 5,714 31 $ 60 27 $ 5,021 4 $ 5,844 40

Total Nonperforming Loans: $ 14,867 52 $ 10,825 50 $ 27,175 46 $ 27,770 70

Plus: Other real estate owned and repossessions 5,714 13 6,701 12 5,480 11 5,169 12
Total Nonperforming Assets $ 20,581 65 $ 17,526 62 $ 32,655 57 $ 32,939 82

Restructured accruing loans:
Commercial, financial and agricultural $ 9,984 7 $ 11,438 6 $ 2,742 1 $ 3,073 3
Real estate - construction 997 1 997 1 – – – –
Real estate - mortgage:
Owner-occupied commercial 3,664 2 3,664 2 – – – –
1-4 family mortgage 850 1 850 1 – – – –
Other mortgage - - - - – – – –
Total real estate - mortgage 4,514 3 4,514 3 – – – –
Consumer - - - - – – – –
Total restructured accruing loans: $ 15,495 11 $ 16,949 10 $ 2,742 1 $ 3,073 3

Total Nonperforming assets and restructured accruing loans $ 36,076 76 $ 34,475 72 $ 35,397 58 $ 36,012 85

Ratios:
Nonperforming loans to total loans 0.23 % 0.19 % 0.41 % 0.43 %
Nonperforming assets to total loans plus other real estate owned and repossessions 0.32 % 0.30 % 0.49 % 0.50 %
Nonperforming assets plus restructured accruing loans to total loans plus other real estate owned and repossessions 0.57 % 0.59 % 0.53 % 0.55 %

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.

26
Impaired Loans and Allowance for Loan Losses

As of ~~September 30, 2018,~~March 31, 2019, we had impaired loans of ~~$37.7~~$36.8 million inclusive of nonaccrual loans, a decrease of ~~$2.8~~$1.8 million from ~~$40.5~~$38.6 million as of December 31, ~~2017.~~2018. We allocated ~~$6.8~~$7.3 million of our allowance for loan losses at ~~September 30, 2018~~March 31, 2019 to these impaired loans, ~~an increase~~a decrease of ~~$1.2~~$0.8 million compared to ~~$5.6~~$8.1 million as of December 31, ~~2017.~~2018. A loan is considered impaired, based on current information and events, if it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the original loan agreement. Impairment does not always indicate credit loss, but provides an indication of collateral exposure based on prevailing market conditions and third-party valuations. Impaired loans are measured by either the present value of expected future cash flows discounted at the ~~loan’s effective~~ interest rate implicit in the original loan agreement, 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 ~~administration group~~risk management team performs verification and testing to ensure appropriate identification of impaired loans and that proper reserves are held on these loans.

31
Of the ~~$37.7~~$36.8 million of impaired loans reported as of ~~September 30, 2018, $23.1~~March 31, 2019, $18.2 million were commercial, financial and agricultural loans, ~~$1.5~~$0.7 million were real estate – construction loans, ~~$13.1~~$17.9 million were real estate - mortgage loans and $49,000 were consumer loans.

Deposits

Total deposits ~~were $6.51~~increased by $168.0 million to $0.37 billion at ~~September 30, 2018, an increase of $413.7 million, or 6.8%, over $6.09~~March 31, 2019 compared to $0.29 billion at December 31, ~~2017.~~2018. 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~~Taxable-equivalent Basis” under the subheading “Net Interest ~~Income.”~~Income” below.

~~Other~~ Borrowings

Our borrowings consist of federal funds purchased and subordinated notes payable. We had ~~$246.1~~$373.4 million and ~~$301.8~~$288.7 million at ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017,~~2018, respectively, in federal funds purchased from correspondent banks that are clients of our correspondent banking unit. The average rate paid on these borrowings was ~~2.09%~~2.59% for the quarter ended ~~September 30, 2018.~~March 31, 2019. Other borrowings consist of the following:

~~$34.75 million of 5% Subordinated Notes due July 15, 2025, which were issued in a private placement in July 2015 and pay interest semi-annually; and~~
~~$30.0 million of 4.5% Subordinated Notes due November 8, 2027, which were issued in a private placement in November 2017 and pay interest semi-annually.~~
· $34.78 million of 5% Subordinated Notes due July 15, 2025, which were issued in a private placement in July 2015 and pay interest semi-annually; and
· $30.0 million of 4.5% Subordinated Notes due November 8, 2027, which were issued in a private placement in November 2017 and pay interest semi-annually.

Liquidity

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

The retention of existing deposits and attraction of new deposit sources through new and existing customers is critical to our liquidity position. If our liquidity ~~were~~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 ~~September 30, 2018,~~March 31, 2019, liquid assets, which are represented by cash and due from banks, federal funds sold and unpledged available-for-sale securities, totaled ~~$692.7 million.~~$1.2 billion. Additionally, the Bank had ~~additional~~ borrowing availability of approximately ~~$522.0~~$567.0 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 ~~our~~immediate anticipated funding ~~needs.~~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, ~~correspondent banking relationships and related federal funds purchased,~~ repayment of principal and interest on loans, the sale of loans and the renewal of time deposits. In addition, we have issued debt as described above under ~~“Other Borrowings”.~~“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.

We are a legal entity separate and distinct from the Bank. Our principal source of cash flow, including cash flow to pay dividends to our stockholders, is dividends the Bank pays to us as the Bank’s sole shareholder. Statutory and regulatory limitations apply to the Bank’s payment of dividends to us as well as to our payment of dividends to our stockholders. The requirement that a bank holding company must serve as a source of strength to its subsidiary banks also results in the position of the Federal Reserve that a bank holding company should not maintain a level of cash dividends to its stockholders that places undue pressure on the capital of its bank subsidiaries or that can be funded only through additional borrowings or other arrangements that may undermine the bank holding company’s ability to serve as such a source of strength. Our ability to pay dividends is also subject to the provisions of Delaware corporate law.
The Alabama Banking Department also regulates the Bank’s dividend payments. Under Alabama law, a state-chartered bank may not pay a dividend in excess of 90% of its net earnings until the bank’s surplus is equal to at least 20% of its capital (our Bank’s surplus currently exceeds 20% of its capital). Moreover, our Bank is also required by Alabama law to obtain the prior approval of the Superintendent of Banks (“Superintendent”) for its payment of dividends if the total of all dividends declared by the Bank in any calendar year will exceed the total of (i) the bank’s net earnings (as defined by statute) for that year, plus (ii) its retained net earnings for the preceding two years, less any required transfers to surplus. In addition, no dividends, withdrawals or transfers may be made from the Bank’s surplus without the prior written approval of the Superintendent.
32 27

The following table reflects the contractual maturities of our term liabilities as of ~~September 30, 2018.~~March 31, 2019. The amounts shown do not reflect any early withdrawal or prepayment assumptions.

Payments due by Period
Over 1 - 3 Over 3 - 5
Total 1 year or less years years Over 5 years
(In Thousands)
Contractual Obligations (1)

Deposits without a stated maturity $ 5,849,136 $ - $ - $ - $ -
Certificates of deposit (2) 656,215 381,981 170,170 104,013 51
Federal funds purchased 246,094 246,094 - - -
Subordinated debentures 64,657 - - - 64,657
Operating lease commitments 17,191 2,945 5,604 4,631 4,011
Total $ 6,833,293 $ 631,020 $ 175,774 $ 108,644 $ 68,719
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 $ 6,403,745 $ – $ – $ – $ –
Certificates of deposit (2) 679,921 399,659 184,994 95,268 –
Federal funds purchased 373,378 373,378 – – –
Subordinated notes payable 64,750 – – – 64,750
Operating lease commitments 16,316 3,195 5,445 4,285 3,391
Total $ 7,538,110 $ 776,232 $ 190,439 $ 99,553 $ 68,141

(1)  Excludes interest.
~~(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.
(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 ~~September 30, 2018,~~March 31, 2019, our most recent notification from the FDIC categorized us as well-capitalized under the regulatory framework for prompt corrective action. To remain categorized as well-capitalized, we must maintain minimum ~~total~~common equity Tier 1, Tier 1 risk-based, ~~Tier 1~~total risk-based, and Tier 1 leverage ~~ratios.~~
~~The final rules implementing~~ratios as disclosed in the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective January 1, 2015, subject to a phase-in period for certain aspects of the new rules. In order to avoid restrictions on capital distributions and discretionary bonus payments to executives,table below. Our management believes that we are well-capitalized under the new rules a covered banking organization is also required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer is required to consist solelyprompt corrective action provisions as of common equity Tier 1, and the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). The capital conservation buffer is being phased in incrementally over time, beginning January 1, 2016 and becoming fully effective on January 1, 2019, and will ultimately consist of an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets.March 31, 2019.
33

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 ~~not including the capital conservation buffer,~~ of capital to total regulatory or risk-weighted assets, as of ~~September 30, 2018,~~March 31, 2019, December 31, ~~2017~~2018 and ~~September 30, 2017:~~
March 31, 2018:

To Be Well Capitalized
For Capital Adequacy Under Prompt Corrective
Actual Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
As of September 30, 2018: (Dollars in thousands)
CET 1 Capital to Risk-Weighted Assets:
Consolidated $ 676,506 10.08 % $ 302,011 4.50 % N/A N/A
ServisFirst Bank 740,140 11.03 % 301,997 4.50 % $ 436,219 6.50 %
Tier 1 Capital to Risk-Weighted Assets:
Consolidated 677,008 10.09 % 402,682 6.00 % N/A N/A
ServisFirst Bank 740,642 11.04 % 402,663 6.00 % 536,884 8.00 %
Total Capital to Risk-Weighted Assets:
Consolidated 809,044 12.05 % 536,909 8.00 % N/A N/A
ServisFirst Bank 808,021 12.04 % 536,884 8.00 % 671,105 10.00
Tier 1 Capital to Average Assets:
Consolidated 677,008 9.28 % 291,724 4.00 % N/A �� N/A
ServisFirst Bank 740,642 10.16 % 291,709 4.00 % 364,637 5.00 %

As of December 31, 2017:
CET 1 Capital to Risk-Weighted Assets:
Consolidated $ 593,111 9.51 % $ 280,553 4.50 % N/A N/A
ServisFirst Bank 651,201 10.45 % 280,523 4.50 % $ 405,199 6.50 %
Tier 1 Capital to Risk-Weighted Assets:
Consolidated 593,613 9.52 % 374,070 6.00 % N/A N/A
ServisFirst Bank 651,703 10.45 % 374,030 6.00 % 498,707 8.00 %
Total Capital to Risk-Weighted Assets:
Consolidated 718,151 11.52 % 498,760 8.00 % N/A N/A
ServisFirst Bank 711,609 11.42 % 498,707 8.00 % 623,384 10.00 %
Tier 1 Capital to Average Assets:
Consolidated 593,613 8.51 % 278,970 4.00 % N/A N/A
ServisFirst Bank 651,703 9.35 % 278,954 4.00 % 348,693 5.00 %

As of September 30, 2017:
CET 1 Capital to Risk-Weighted Assets:
Consolidated $ 574,296 9.60 % $ 269,204 4.50 % N/A N/A
ServisFirst Bank 629,146 10.52 % 269,172 4.50 % $ 388,803 6.50 %
Tier 1 Capital to Risk-Weighted Assets:
Consolidated 574,798 9.61 % 358,938 6.00 % N/A N/A
ServisFirst Bank 629,648 10.53 % 358,896 6.00 % 478,527 8.00 %
Total Capital to Risk-Weighted Assets:
Consolidated 688,432 11.51 % 478,584 8.00 % N/A N/A
ServisFirst Bank 688,607 11.51 % 478,527 8.00 % 598,159 10.00 %
Tier 1 Capital to Average Assets:
Consolidated 574,798 8.91 % 257,939 4.00 % N/A N/A
ServisFirst Bank 629,648 9.76 % 258,498 4.00 % 323,123 5.00 %
Actual For Capital
Adequacy Purposes To Be Well Capitalized
Under Prompt Corrective
Action Provisions
Amount Ratio Amount Ratio Amount Ratio
As of March 31, 2019:
CET 1 Capital to Risk Weighted Assets:
Consolidated $ 731,864 10.30 % $ 319,875 4.50 % N/A N/A
ServisFirst Bank 796,506 11.21 % 319,851 4.50 % $ 462,007 6.50 %
Tier 1 Capital to Risk Weighted Assets:
Consolidated 732,366 10.30 % 426,500 6.00 % N/A N/A
ServisFirst Bank 797,008 11.21 % 426,468 6.00 % 568,624 8.00 %
Total Capital to Risk Weighted Assets:
Consolidated 867,748 12.21 % 568,667 8.00 % N/A N/A
ServisFirst Bank 838,216 12.21 % 568,624 8.00 % 710,780 10.00 %
Tier 1 Capital to Average Assets:
Consolidated 732,366 9.03 % 324,553 4.00 % N/A N/A
ServisFirst Bank 797,008 9.82 % 324,537 4.00 % 405,671 5.00 %

As of December 31, 2018:
CET 1 Capital to Risk Weighted Assets:
Consolidated $ 705,203 10.12 % $ 313,564 4.50 % N/A N/A
ServisFirst Bank 768,614 11.03 % 313,554 4.50 % $ 452,911 6.50 %
Tier 1 Capital to Risk Weighted Assets:
Consolidated 705,705 10.13 % 418,086 6.00 % N/A N/A
ServisFirst Bank 769,116 11.04 % 418,071 6.00 % 557,428 8.00 %
Total Capital to Risk Weighted Assets:
Consolidated 839,471 12.05 % 557,448 8.00 % N/A N/A
ServisFirst Bank 867,715 12.03 % 557,428 8.00 % 696,786 10.00 %
Tier 1 Capital to Average Assets:
Consolidated 705,705 9.07 % 311,214 4.00 % N/A N/A
ServisFirst Bank 769,116 9.89 % 311,206 4.00 % 389,007 5.00 %

As of March 31, 2018:
CET 1 Capital to Risk Weighted Assets:
Consolidated $ 619,494 9.88 % $ 246,744 4.50 % N/A N/A
ServisFirst Bank 683,126 10.89 % 246,695 4.50 % $ 356,338 6.50 %
Tier 1 Capital to Risk Weighted Assets:
Consolidated 619,996 9.88 % 328,992 6.00 % N/A N/A
ServisFirst Bank 683,628 10.90 % 328,927 6.00 % 438,570 8.00 %
Total Capital to Risk Weighted Assets:
Consolidated 747,185 11.91 % 438,656 8.00 % N/A N/A
ServisFirst Bank 746,178 11.90 % 438,570 8.00 % 548,212 10.00 %
Tier 1 Capital to Average Assets:
Consolidated 619,996 8.95 % 250,867 4.00 % N/A N/A
ServisFirst Bank 683,628 9.87 % 250,848 4.00 % 313,560 5.00 %

34 28

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. As of ~~September 30, 2018,~~March 31, 2019, we ~~have reserved $500,000~~had reserves of $0.5 million for losses on such off-balance sheet arrangements consistent with guidance in the ~~FRB’s~~Federal Reserve Bank’s Interagency Policy Statement SR 06-17.

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 $0.4 million as of ~~September 30, 2018~~March 31, 2019 and December 31, ~~2017~~2018 for the settlement of any repurchase demands by investors.

Financial instruments whose contract amounts represent credit risk at ~~September 30, 2018~~March 31, 2019 are as follows:

September 30, 2018 March 31, 2019
(In Thousands) (In Thousands)
Commitments to extend credit $ 1,936,656 $ 2,013,406
Credit card arrangements 181,929 210,543
Standby letters of credit 33,265 51,787
$ 2,151,850 $ 2,275,736

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.

35
Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowing arrangements, including commercial paper, bond financing, and similar transactions. All letters of credit are due within one year or less of the original commitment date. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.

Federal funds lines of credit are uncommitted lines issued to downstream correspondent banks for the purpose of providing liquidity to them. The lines are unsecured, and we have no obligation to sell federal funds to the correspondent, nor does the correspondent have any obligation to request or accept purchases of federal funds from us.
29

Results of Operations

Summary of Net Income

Net income and net income available to common stockholders for the three months ended ~~September 30, 2018~~March 31, 2019 was ~~$34.6~~$35.0 million compared to ~~net income and net income available to common stockholders of $25.3~~$32.6 million ~~respectively,~~ for the three months ended September 30, 2017. Net income and net income available to common stockholders for the nine months ended September 30, 2018 was $100.7 million compared to net income and net income available to common stockholders of $71.9 million for the nine months ended September 30, 2017.March 31, 2018. The increase in net income ~~for the three months ended September 30, 2018 over the same period in 2017~~ was primarily attributable to a ~~$8.5~~$5.6 million increase in net interest income ~~resulting from~~as a result of growth in average earning assets and a ~~$0.8~~$0.5 million increase in non-interest income, ~~led~~offset by ~~increased credit card income,~~a $2.2 million increase in non-interest expense and a ~~$3.5~~$1.4 million ~~decrease~~increase in provision for income taxes resulting from the passage of the Tax Cuts and Jobs Act in December 2017. The same key drivers contributed to the increase in net income for the nine months ended September 30, 2018 compared to 2017 resulting in a $27.8 million increase in net interest income, a $1.8 million increase in non-interest income and a $5.9 million decrease in provision for income taxes. ~~Increases in non-interest expense of $1.6 million and $6.0 million, respectively, for the three and nine months ended September 30, 2018 compared to 2017 partially offset increases in income.~~

Basic and diluted net income per common share were $0.65 ~~and $0.64, respectively,~~ for the three months ended ~~September 30, 2018,~~March 31, 2019, compared to ~~$0.48~~$0.61 and ~~$0.47,~~$0.60, respectively, for the corresponding period in 2017. Basic and diluted net income per common share were $1.89 and $1.86, respectively, for the nine months ended September 30, 2018, compared to $1.36 and $1.33, respectively, for the corresponding period in 2017.2018. Return on average assets for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 was ~~1.87% and 1.90%, respectively,~~1.75% compared to ~~1.55% and 1.52%, respectively,~~1.91% for the corresponding ~~periods~~period in ~~2017. Return~~2018, and return on average ~~common~~ stockholders’ equity for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 was ~~20.42% and 20.88%~~19.42% compared to ~~17.28% and 17.24%, respectively,~~21.40% for the corresponding ~~periods~~period in ~~2017.~~2018.

Net Interest Income

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

Taxable-equivalent net interest income increased ~~$8.1~~$6.2 million, or ~~13.7%~~9.9%, to ~~$67.0~~$68.8 million for the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$58.9~~$62.6 million for the corresponding period in ~~2017, and increased $30.5 million, or 18.2%, to $194.2 million for the nine months ended September 30, 2018 compared to $167.5 million for the corresponding period in 2017.~~2018. This increase was primarily attributable to ~~growth~~a $1.2 billion increase in average earning assets, ~~which increased $858.4 million,~~ or ~~13.9%~~17.5%, ~~from the third quarter of 2017 to the third quarter of 2018, and $771.8 million, or 12.7%, from the nine months ended September 30, 2017 to the same period in 2018.~~year over year. The taxable-equivalent yield on interest-earning assets increased from 4.51% to 4.74% for the three months ended September 30, 2018 from 4.37% for the corresponding period in 2017, and increased to 4.63% for the nine months ended September 30, 2018 from 4.23% for the corresponding period in 2017.4.85% year over year. The yield on loans for the three months ended ~~September 30, 2018~~March 31, 2019 was ~~5.03%~~5.25% compared to ~~4.66%~~4.80% for the corresponding period in ~~2017, and 4.92% compared to 4.58% for the nine months ended September 30, 2018 and September 30, 2017, respectively.~~2018. The cost of total interest-bearing liabilities increased to ~~1.33%~~1.73% for the three months ended ~~September 30, 2018 compared to 0.81%~~March 31, 2019 from 0.95% for the corresponding period in ~~2017, and increased to 1.14% for the nine months ended September 30, 2018 from 0.74% for the corresponding period in 2017.~~2018. Net interest margin for the three months ended ~~September 30, 2018 was 3.77% compared~~March 31, 2019 decreased 25 basis points to ~~3.77%~~3.56% from 3.81% for the corresponding period in ~~2017, and 3.80% for the nine months ended September 30, 2018 compared to 3.69% for the corresponding period in 2017.~~2018.

36 30

The following ~~tables show,~~table shows, for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and March 31, 2018, ~~and September 30, 2017,~~ 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~~table reflects 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~~Both 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 ~~September 30,~~March 31,
(Dollar Amounts In ~~thousands, except Average Yields and Rates)~~Thousands)

2018 2017
Interest Average Interest Average
Average Earned / Yield / Average Earned / Yield / 2019 2018
Balance Paid Rate Balance Paid Rate
Average
Balance Interest
Earned /
Paid Average
Yield /
Rate
Average
Balance Interest
Earned /
Paid Average
Yield /
Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (1)(2)
Loans, net of unearned income (1) (2)
Taxable $ 6,203,372 $ 78,702 5.03 % $ 5,407,109 $ 63,519 4.66 % $ 6,570,920 $ 85,233 5.26 % $ 5,847,443 $ 69,321 4.81 %
Tax-exempt (3) 30,005 298 3.94 33,357 435 5.17 30,577 287 3.81 36,357 364 4.06
Total loans, net of unearned income 6,233,377 79,000 5.03 5,440,466 63,954 4.66 6,601,497 85,520 5.25 5,883,800 69,685 4.80
Mortgage loans held for sale 3,538 37 4.15 4,862 43 3.51 1,614 26 6.53 3,698 41 4.50
Investment securities:
Taxable 482,571 3,276 2.72 385,431 2,287 2.37 518,955 3,746 2.89 435,747 2,745 2.52
Tax-exempt (3) 105,592 646 2.45 131,478 1,097 3.34 87,537 464 2.12 120,270 770 2.56
Total investment securities (4) 588,163 3,922 2.67 516,909 3,384 2.62 606,492 4,210 2.78 556,017 3,515 2.53
Federal funds sold 163,453 892 2.17 111,175 378 1.35 192,690 1,219 2.57 131,472 551 1.70
Equity securities 993 7 2.80 1,030 9 3.47
Interest-bearing balances with banks 61,867 309 1.98 118,510 379 1.27 438,099 2,764 2.56 96,012 383 1.62
Total interest-earning assets $ 7,051,391 $ 84,167 4.74 % $ 6,192,952 $ 68,147 4.37 % $ 7,840,392 $ 93,739 4.85 % $ 6,670,999 $ 74,175 4.51 %
Non-interest-earning assets:
Cash and due from banks 76,800 65,457 74,430 68,309
Net fixed assets and equipment 58,873 54,727
Net premises and equipment 58,852 59,709
Allowance for loan losses, accrued interest and other assets 127,850 151,786 149,941 141,588
Total assets $ 7,314,914 6,464,922 $ 8,123,615 $ 6,940,605

Liabilities and stockholders' equity:
Interest-bearing liabilities:
Interest-bearing demand deposits $ 819,807 $ 1,378 0.67 % $ 800,437 $ 849 0.42 % $ 942,686 $ 2,003 0.86 % $ 899,311 $ 1,143 0.52 %
Savings deposits 53,835 70 0.52 48,313 37 0.30 54,086 73 0.55 53,269 41 0.31
Money market accounts 3,305,293 11,087 1.33 2,774,061 5,170 0.74 3,758,162 16,513 1.78 3,027,176 6,711 0.90
Time deposits 643,260 2,675 1.65 546,020 1,518 1.10 698,976 3,556 2.06 576,857 1,726 1.21
Total interest-bearing deposits 4,822,195 15,210 1.25 4,168,831 7,574 0.72 5,453,910 22,145 1.65 4,556,613 9,621 0.86
Federal funds purchased 229,016 1,204 2.09 282,806 954 1.34 312,989 1,995 2.59 297,051 1,171 1.60
Other borrowings 64,652 781 4.79 55,034 717 5.17 64,671 781 4.90 64,805 781 4.89
Total interest-bearing liabilities $ 5,115,863 $ 17,195 1.33 % $ 4,506,671 $ 9,245 0.81 % $ 5,831,570 $ 24,921 1.73 % $ 4,918,469 $ 11,573 0.95 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 1,511,410 1,363,207 1,524,502 1,389,217
Other liabilities 16,333 15,070 36,362 15,007
Stockholders' equity 678,839 578,626 735,611 621,004
Accumulated other comprehensive (loss) income (7,531 ) 1,348
Accumulated other comprehensive loss (4,430 ) (3,092 )
Total liabilities and stockholders' equity $ 7,314,914 $ 6,464,922 $ 8,123,615 $ 6,940,605
Net interest income $ 66,972 $ 58,902 $ 68,818 $ 62,602
Net interest spread 3.41 % 3.56 % 3.12 % 3.56 %
Net interest margin 3.77 % 3.77 % 3.56 % 3.81 %

(1) Non-accrual loans are included in average loan balances in all periods.  Loan fees of ~~$985~~$973 and $749 are included in interest income in the ~~third~~first quarter of ~~2018~~2019 and ~~2017,~~2018, respectively.
(2) ~~Accretion~~Net accretion on acquired loan discounts of ~~$22~~$84 and ~~$107~~$68 are included in interest income in the ~~third~~first quarter of 2019 and 2018, ~~and 2017, respectively.~~respectively..
(3) Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 21% ~~for the third quarter of 2018 and 35% for the second quarter of 2017.~~.
(4) Unrealized ~~(losses) gains~~losses of ~~$(9,590)~~$5,664 and ~~$2,072~~$3,963 are excluded from the yield calculation in the ~~third~~first quarter of ~~2018~~2019 and ~~2017,~~2018, respectively.
37 31

For the Three Months Ended September 30, For the Three Months Ended March 31,
2018 Compared to 2017 Increase (Decrease) in Interest
Income and Expense Due to Changes in: 2019 Compared to 2018 Increase (Decrease) in Interest
Income and Expense Due to Changes in:
Volume Rate Total Volume Rate Total
(In Thousands) (In Thousands)
Interest-earning assets:
Loans, net of unearned income
Taxable $ 9,839 $ 5,344 $ 15,183 $ 8,128 $ 7,784 $ 15,912
Tax-exempt (41 ) (96 ) (137 ) (61 ) (16 ) (77 )
Total loans, net of unearned income 9,798 5,248 15,046 8,067 7,768 15,835
Mortgages held for sale (13 ) 7 (6 ) (29 ) 14 (15 )
Debt securities:
Taxable 629 360 989 528 473 1,001
Tax-exempt (191 ) (260 ) (451 ) (195 ) (111 ) (306 )
Total debt securities 438 100 538 333 362 695
Federal funds sold 225 289 514 308 360 668
Equity securities - (2 ) (2 )
Interest-bearing balances with banks (228 ) 158 (70 ) 2,030 351 2,381
Total interest-earning assets 10,220 5,800 16,020 10,709 8,855 19,564

Interest-bearing liabilities:
Interest-bearing demand deposits 21 508 529 55 805 860
Savings 4 29 33 1 31 32
Money market accounts 1,143 4,774 5,917 1,867 7,935 9,802
Time deposits 305 852 1,157 408 1,422 1,830
Total interest-bearing deposits 1,473 6,163 7,636 2,331 10,193 12,524
Federal funds purchased (207 ) 457 250 62 762 824
Other borrowed funds 119 (55 ) 64 (4 ) 4 –
Total interest-bearing liabilities 1,385 6,565 7,950 2,389 10,959 13,348
Increase in net interest income $ 8,835 $ (765 ) $ 8,070 $ 8,320 $ (2,104 ) $ 6,216

~~Increases in average rates paid on interest-bearing deposits drive unfavorable rate component change while~~Our growth in loans ~~non-interest bearing deposits and average equity~~ continues to drive favorable volume component change and overall change. The rate component was unfavorable as average rates paid on interest-bearing liabilities increased 78 basis points while loan yields increased 45 basis points. Increased rates and yields were primarily the result of increases in rates by the Federal Reserve Bank during 2018. Growth in non-interest-bearing deposits and equity also contributed to the increase in net interest revenue during the three months ended March 31, 2019 compared to the same period in 2018.

38 32

~~Average Balance Sheets and Net Interest Analysis~~
~~On a Fully Taxable-Equivalent Basis~~
~~For the Nine Months Ended September 30,~~
~~(In thousands, except Average Yields and Rates)~~
2018 2017
Interest Interest
Average Earned / Average Average Earned / Average
Balance Paid Yield / Rate Balance Paid Yield / Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (1)(2)
Taxable $ 6,004,367 $ 221,350 4.93 % $ 5,193,860 $ 178,311 4.59 %
Tax-exempt (3) 32,180 960 3.98 33,963 1,257 4.93
Total loans, net of unearned income 6,036,547 222,310 4.92 5,227,823 179,568 4.58
Mortgage loans held for sale 3,668 118 4.30 5,483 158 3.85
Investment securities:
Taxable 464,870 9,146 2.62 381,157 6,646 2.32
Tax-exempt (3) 112,615 2,148 2.54 132,545 3,373 3.39
Total investment securities (4) 577,485 11,294 2.61 513,702 10,019 2.60
Federal funds sold 145,730 2,137 1.96 147,626 1,185 1.07
Equity securities 1,015 14 1.84 1,030 39 5.06
Interest-bearing balances with banks 77,073 1,018 1.77 174,040 1,252 0.96
Total interest-earning assets $ 6,841,518 $ 236,891 4.63 % $ 6,069,704 $ 192,221 4.23 %
Non-interest-earning assets:
Cash and due from banks 71,131 64,704
Net fixed assets and equipment 59,278 49,796
Allowance for loan losses, accrued interest and other assets 132,656 144,499
Total assets $ 7,104,583 $ 6,328,703

Liabilities and stockholders' equity:
Interest-bearing liabilities:
Interest-bearing demand deposits $ 848,595 $ 3,668 0.58 % $ 789,916 $ 2,348 0.40 %
Savings deposits 53,984 158 0.39 48,967 113 0.31
Money market accounts 3,141,707 26,297 1.12 2,678,993 13,143 0.66
Time deposits (5) 605,765 6,422 1.42 537,806 4,273 1.06
Total interest-bearing deposits 4,650,051 36,545 1.05 4,055,682 19,877 0.66
Federal funds purchased 273,543 3,754 1.83 326,017 2,653 1.09
Other borrowings 64,718 2,343 4.84 55,134 2,150 5.21
Total interest-bearing liabilities $ 4,988,312 $ 42,642 1.14 % $ 4,436,833 $ 24,680 0.74 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 1,457,054 1,319,695
Other liabilities 14,696 14,637
Stockholders' equity 650,527 556,952
Accumulated other comprehensive (loss) income (6,006 ) 586
Total liabilities and stockholders' equity $ 7,104,583 $ 6,328,703
Net interest income $ 194,249 $ 167,541
Net interest spread 3.49 % 3.49 %
Net interest margin 3.80 % 3.69 %
~~(1)~~ ~~Non-accrual loans are included in average loan balances in all periods.  Loan fees of $2,725 and $2,376 are included in interest income in 2018 and 2017, respectively.~~
~~(2)~~ ~~Accretion on acquired loan discounts of $147 and $374 are included in interest income in 2018 and 2017, respectively.~~
~~(3)~~ ~~Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 21% in 2018 and 35% in 2017.~~
~~(4)~~ ~~Unrealized (losses) gains of $(7,658) and $304 are excluded from the yield calculation in 2018 and 2017, respectively.~~
~~(5)~~ ~~Accretion on acquired CD premiums of $32 are included in interest expense in 2017.~~
39
For the Nine Months Ended September 30,
2018 Compared to 2017 Increase (Decrease) in Interest
Income and Expense Due to Changes in:
Volume Rate Total
(In Thousands)
Interest-earning assets:
Loans, net of unearned income
Taxable $ 29,220 $ 13,819 $ 43,039
Tax-exempt (63 ) (234 ) (297 )
Total loans, net of unearned income 29,157 13,585 42,742
Mortgages held for sale (56 ) 16 (40 )
Debt securities:
Taxable 1,578 922 2,500
Tax-exempt (459 ) (766 ) (1,225 )
Total debt securities 1,119 156 1,275
Federal funds sold (15 ) 967 952
Equity securities (1 ) (24 ) (25 )
Interest-bearing balances with banks (931 ) 697 (234 )
Total interest-earning assets 29,273 15,397 44,670

Interest-bearing liabilities:
Interest-bearing demand deposits 185 1,135 1,320
Savings 13 32 45
Money market accounts 2,585 10,569 13,154
Time deposits 589 1,560 2,149
Total interest-bearing deposits 3,372 13,296 16,668
Federal funds purchased (483 ) 1,584 1,101
Other borrowed funds 355 (162 ) 193
Total interest-bearing liabilities 3,244 14,718 17,962
Increase in net interest income $ 26,029 $ 679 $ 26,708
Increases in the average rate paid on interest-bearing deposits drive unfavorable rate component change while growth in loans, non-interest bearing deposits and average equity continues to drive favorable volume component change and overall change.

Provision for Loan Losses

The provision for loan losses represents the amount determined by management to be necessary to maintain the allowance for loan losses at a level capable of absorbing inherent losses in the loan portfolio. Our management reviews the adequacy of the allowance for loan losses on a quarterly basis. The allowance for loan losses calculation is segregated into various segments that include classified loans, loans with specific allocations and pass rated loans. A pass rated loan is generally characterized by a very low to average risk of default and in which management perceives there is a minimal risk of loss. Loans are rated using a nine-point risk grade scale with loan officers having the primary responsibility for assigning risk grades and for the timely reporting of changes in the risk grades. Based on these processes, and the assigned risk grades, the criticized and classified loans in the portfolio are segregated into the following regulatory classifications: Special Mention, Substandard, Doubtful or Loss, with some general allocation of reserve based on ~~these grades.~~various internal and external factors. At ~~September 30, 2018,~~March 31, 2019, total loans rated Special Mention, Substandard, and Doubtful were ~~$136.1~~$133.3 million, or 2.0% of total loans, compared to $139.0 million, or 2.1% of total loans, ~~compared to $99.8 million, or 1.7% of total loans,~~ at December 31, ~~2017.~~2018. Impaired loans are reviewed specifically and separately under FASB ASC 310-30-35, Subsequent Measurement of Impaired Loans, to determine the appropriate reserve allocation. Our management compares the investment in an impaired loan with the present value of expected future cash flow discounted at the ~~loan’s effective~~ interest rate implicit in the original loan agreement, the loan’s observable market price or the fair value of the collateral, if the loan is collateral-dependent, to determine the specific reserve allowance. Reserve percentages assigned to non-impaired loans are based on historical charge-off experience adjusted for other risk factors. To evaluate the overall adequacy of the allowance to absorb losses inherent in our loan portfolio, our management considers historical loss experience based on volume and types of loans, trends in classifications, volume and trends in delinquencies and nonaccruals, economic conditions and other pertinent information. Based on future evaluations, additional provisions for loan losses may be necessary to maintain the allowance for loan losses at an appropriate level.

The provision for loan losses was ~~$6.6~~$4.9 million for the three months ended ~~September 30, 2018,~~March 31, 2019, an increase of ~~$1.8~~$0.8 million from ~~$4.8~~$4.1 million for the three months ended ~~September 30, 2017, and was $14.9 million for the nine months ended September 30, 2018, a $0.7 million increase compared to $14.2 million for the nine months ended September 30, 2017.~~March 31, 2018. Net credit charge-offs to quarter-to-date average loans ~~increased 15 basis points to 0.25%~~were 0.20% for the ~~third~~first quarter of 2019, a 10 basis point decrease compared to 0.30% for the fourth quarter of 2018 and a 10 basis point increase compared to 0.10% for the ~~corresponding period in 2017 and decreased 3 basis points to 0.16% for the nine months ended September 30, 2018 compared to 0.19% for the corresponding period in 2017.~~first quarter of 2018. Nonperforming loans ~~increased~~decreased to ~~$14.9~~$27.2 million, or ~~0.23%~~0.41% of total loans, at ~~September 30, 2018~~March 31, 2019 from ~~$10.8~~$27.8 million, or ~~0.19%~~0.43% of total loans, at December 31, ~~2017,~~2018, and were ~~$14.9~~higher than $9.9 million, or ~~0.26%~~0.17% of total loans, at ~~September 30, 2017.~~March 31, 2018. Impaired loans decreased to ~~$37.7~~$36.8 million, or 0.55% of total loans, at March 31, 2019, compared to $38.6 million, or 0.59% of total loans, at ~~September 30, 2018, compared to $40.5 million, or 0.69% of total loans, at~~ December 31, ~~2017.~~2018. The allowance for loan losses totaled ~~$66.9~~$70.7 million, or 1.05% of total loans, net of unearned income, at ~~September 30, 2018,~~March 31, 2019, compared to ~~$59.4~~$68.6 million, or ~~1.02%~~1.05% of loans, net of unearned income, at December 31, ~~2017.~~2018.
40

Noninterest Income

Noninterest income totaled ~~$5.6~~$4.9 million for the three months ended ~~September 30, 2018,~~March 31, 2019, an increase of ~~$801,000, or 16.7%,~~$0.5 million compared to the corresponding period in ~~2017, and totaled $15.9~~2018. Service charges on deposit accounts increased $0.1 million ~~for~~to $1.7 million during the ~~nine~~three months ended ~~September 30, 2018, an increase of $1.8~~March 31, 2019 from $1.6 million ~~or 12.6%, compared to~~during the corresponding period in ~~2017. Mortgage banking~~2018. The number of transaction deposit accounts increased 11.7% from March 31, 2018 to March 31, 2019. Credit card income ~~decreased $189,000, or 19.3%,~~increased $0.3 million to ~~$789,000 for~~$1.6 million during the three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~$978,000~~$1.3 million during the corresponding period in 2018. Spending on credit cards increased 21% for the same period in 2017, and decreased $845,000, or 28.7%, to $2.1 million for the nine months ended September 30, 2018 compared to $2.9 million for the same period in 2017. The number of loans originated during the third quarter of 2018 decreased approximately 5% when compared to the same quarter in 2017 due to slower refinance activity. Credit card income increased $689,000 to $1.8 million for the three months ended September 30, 2018 compared to $1.1 million for the same period in 2017, and increased $1.7 million to $5.2 million for the nine months ended September 30, 2018 compared to $3.5 million for the same period in 2017. The amount of purchases on cards increased by approximately 21% during the third quarter of 2018 compared to the third quarter of 2017.comparative period.

Noninterest Expense

Noninterest expense totaled ~~$23.2~~$25.3 million for the three months ended ~~September 30, 2018,~~March 31, 2019, an increase of ~~$1.7~~$2.3 million ~~or 7.7%,~~ compared to ~~$21.5~~$23.1 million for the ~~same~~corresponding period in ~~2017, and totaled $70.7 million for the nine months ended September 30, 2018, an increase of $6.0 million, or 9.3%, compared to $64.6 million for the same period in 2017.~~2018.

Details of expenses are as follows:

Salary and benefit expense increased $642,000, or 5.2%, to $13.1 million for the three months ended September 30, 2018 from $12.4 million for the same period in 2017, and increased $3.3 million, or 9.1%, to $39.5 million for the nine months ended September 30, 2018 from $36.2 million for the same period in 2017. Total employees increased from 438 as of September 30, 2017 to 460 as of September 30, 2018, or 5.0%.
Equipment and occupancy expense increased $246,000, or 12.6%, to $2.2 million for the three months ended September 30, 2018 from $1.9 million for the corresponding period in 2017, and decreased $192,000, or 3.0%, to $6.3 million from $6.5 million for the nine months ended September 30, 2018 compared to the corresponding period in 2017. A decrease in rental payments more than offset increased depreciation expense resulting from our fourth quarter 2017 move from our previous headquarters building, which was leased, to our new headquarters building, which is owned.
Professional services expense increased $48,000 to $853,000 for the three months ended September 30, 2018 compared to the same period in 2017, and increased $198,000 to $2.6 million for the nine months ended September 30, 2018 compared to the same period in 2017. Increases were primarily the result of increased internal audit fees and asset/liability consulting.
FDIC and other regulatory assessments decreased $135,000 to $675,000 for the three months ended September 30, 2018 compared to the same period in 2017, and increased $79,000 to $3.0 million for the nine months ended September 30, 2018 compared to the same period in 2017. Our assessment rates have come down during the past few quarters as the bank insurance fund (“BIF”) balance of the FDIC nears its targeted levels.
OREO expense increased to $289,000 for the three months ended September 30, 2018 compared to only $31,000 for the same period in 2017, and increased to $765,000 for the nine months ended September 30, 2018 compared to $163,000 for the same period in 2017. We incurred some costs to excavate raw land in our Atlanta market in preparation to sell it and also wrote down the value of a commercial building in Birmingham based on a recent appraisal.
Other operating expenses increased $594,000 to $6.1 million for the three months ended September 30, 2018 compared to the same period in 2017, and increased $2.1 million to $18.6 million for the nine months ended September 30, 2018 compared to the same period in 2017. Increases in data processing costs, credit card processing expenses and increases in bank service charges related to our correspondent banking activities contributed to the increase in other operating expenses.
· Salary and employee benefit expense increased $1.0 million to $14.3 million for the three months ended March 31, 2019 from $13.3 million for the corresponding period in 2018. We had 485 total employees as of March 31, 2019 compared to 437 as of March 31, 2018, a 11% increase.

41 33

· Equipment and occupancy expense increased $0.3 million to $2.3 million for the three months ended March 31, 2019 from $2.0 million for the corresponding period in 2018.
~~The following table presents~~
· Professional services increased $0.2 million to $1.0 million for the three months ended March 31, 2019 from $0.8 million for the corresponding period in 2018. Increased audit fees and consulting fees related to compliance projects contributed to this increase in professional services.
· FDIC insurance assessments decreased $0.1 million to $1.0 million for the three months ended March 31, 2019 from $1.1 million for the corresponding period in 2018. Decreases in the assessment rates more than offset increases in our net average total assets, which is our assessment base.
· Expenses related to other real estate owned decreased to $22,000 for the three months ended March 31, 2019 from $0.3 million for the corresponding period in 2018.
· Other operating expenses increased $1.2 million to $6.8 million for the three months ended March 31, 2019 from $5.6 million for the corresponding period in 2018. Increases in software expense, data processing, Federal Reserve Bank service charges and insurance contributed to this increase in other operating expenses. Software and data processing expenses were driven by continued implementation costs of new systems in our back-room areas and increases in transaction volumes. Increased service charges continue to be driven by increased volumes of transactions in our correspondent banking division. Our insurance premiums increased due to higher rates.
Changes in our non-interest income and ~~non-interest expense for~~expenses, including percentage changes, are detailed in the ~~three and nine month periods ending September 30, 2018 compared to the same periods in 2017.~~following table:

Three Months Ended
September 30, Nine Months Ended
September 30,
2018 2017 $ change % change 2018 2017 $ change % change
Non-interest income:
Service charges on deposit accounts $ 1,595 $ 1,467 $ 128 8.7 % $ 4,833 $ 4,203 $ 630 15.0 %
Mortgage banking 789 978 (189 ) (19.3 )% 2,096 2,941 (845 ) (28.7 )%
Credit card income 1,838 1,149 689 60.0 % 5,172 3,517 1,655 47.1 %
Securities gains 186 - 186 NM 190 - 190 NM
Increase in cash surrender value life insurance 787 825 (38 ) (4.6 )% 2,350 2,334 16 0.7 %
Other operating income 396 371 25 6.7 % 1,278 1,146 132 11.5 %
Total non-interest income $ 5,591 $ 4,790 $ 801 16.7 % $ 15,919 $ 14,141 $ 1,778 12.6 %

Non-interest expense:
Salaries and employee benefits $ 13,070 $ 12,428 $ 642 5.2 % $ 39,464 $ 36,172 $ 3,292 9.1 %
Equipment and occupancy expense 2,193 1,947 246 12.6 % 6,260 6,452 (192 ) (3.0 )%
Professional services 853 805 48 6.0 % 2,582 2,384 198 8.3 %
FDIC and other regulatory assessments 675 810 (135 ) (16.7 )% 2,967 2,888 79 2.7 %
OREO expense 289 31 258 832.3 % 765 163 602 369.3 %
Other operating expense 6,070 5,476 594 10.8 % 18,634 16,580 2,054 12.4 %
Total non-interest expense $ 23,150 $ 21,497 $ 1,653 7.7 % $ 70,672 $ 64,639 $ 6,033 9.3 %
Three Months Ended March 31,
2019 2018 $ change % change
(Dollars In Thousands)
Noninterest income:
Service charges on deposit accounts $ 1,702 $ 1,585 $ 117 7.4 %
Mortgage banking 575 518 57 11.0 %
Credit card income 1,576 1,255 321 25.6 %
Securities gains (losses) – 4 (4 ) NM
Increase in cash surrender value life insurance 762 777 (15 ) (1.9 )%
Other operating income 327 276 51 18.5 %
Total noninterest income $ 4,942 $ 4,415 $ 527 11.9 %

Noninterest expenses:
Salaries and employee benefits $ 14,265 $ 13,296 $ 969 7.3 %
Equipment and occupancy expense 2,259 1,954 305 15.6 %
Professional services 994 805 189 23.5 %
FDIC and other regulatory assessments 1,019 1,133 (114 ) (10.1 )%
Other real estate owned expense 22 316 (294 ) (93.0 )%
Other operating expenses 6,767 5,554 1,213 21.8 %
Total non-interest expenses $ 25,326 $ 23,058 $ 2,268 9.8 %

Income Tax Expense

Income tax expense was ~~$8.1~~$8.5 million for the three months ended ~~September 30, 2018~~March 31, 2019 versus ~~$11.6~~$7.1 million for the same period in 2017, and was $23.5 million for the nine months ended September 30, 2018 compared to $29.4 million for the same period in 2017. Lower corporate income tax rates resulting from the passage of the Tax Cuts and Jobs Act in December 2017 has resulted in lower effective tax rates.2018. Our effective tax rate for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 was ~~19.0% and 18.9%~~19.5%, ~~respectively,~~ compared to ~~31.5% and 29.0%~~17.8% for the corresponding ~~periods~~period in ~~2017, respectively.~~2018. We recognized excess tax benefits as a credit to our income tax expense from the exercise ~~and vesting~~ of stock options and vesting of restricted stock ~~during~~of $0.8 million in the ~~three and nine months ended September 30, 2018~~first quarter of ~~$539,000 and $2.4 million, respectively,~~2019, compared to ~~$757,000 and $4.3~~$1.5 million ~~during~~in the ~~three and nine months ended September 30, 2017, respectively.~~first quarter of 2018. Our primary permanent differences are related to ~~tax exempt~~tax-exempt income on securities, state income tax benefit on real estate investment trust dividends, various qualifying tax credits and change in cash surrender value of bank-owned life insurance.

We own real estate investment trusts for the purpose of holding and managing participations in residential mortgages and commercial real estate loans originated by the Bank. The trusts are wholly-owned subsidiaries of a trust holding company, which in turn is an indirect wholly-owned subsidiary of the Bank. The trusts earn interest income on the loans they hold and incur operating expenses related to their activities. They pay their net earnings, in the form of dividends, to the Bank, which receives a deduction for state income taxes.
34

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Like all financial institutions, we are subject to market risk from changes in interest rates. Interest rate risk is inherent in the balance sheet due to the mismatch between the maturities of rate-sensitive assets and rate-sensitive liabilities. If rates are rising, and the level of rate-sensitive liabilities exceeds the level of rate-sensitive assets, the net interest margin will be negatively impacted. Conversely, if rates are falling, and the level of rate-sensitive liabilities is greater than the level of rate-sensitive assets, the impact on the net interest margin will be favorable. Managing interest rate risk is further complicated by the fact that all rates do not change at the same pace; in other words, short-term rates may be rising while longer-term rates remain stable. In addition, different types of rate-sensitive assets and rate-sensitive liabilities react differently to changes in rates.

To manage interest rate risk, we must take a position on the expected future trend of interest rates. Rates may rise, fall or remain the same. Our asset-liability committee (“ALCO”) develops its view of future rate trends and strives to manage rate risk within a targeted range by monitoring economic indicators, examining the views of economists and other experts, and understanding the current ~~status of~~risks that our balance ~~sheet.~~sheet is exposed to. Our annual budget reflects the anticipated rate environment for the next 12 months.
The ~~asset-liability committee~~ALCO employs modeling techniques such as net interest income simulations and economic value of equity simulations to determine what amount of the Bank’s net interest income is at risk given different movements in market interest rates. Simulations assume gradual and instantaneous (shocks) movements in market interest rates of up and down 100, 200, 300 and 400 basis points. A set of Benchmark and optional scenarios are ran and results are compared to base model results to measure sensitivity to movements in market interest rates. The ALCO establishes limits for the amount of negative change in net interest margin in the first year, second year and two-year cumulative time horizon. Current policy limits for the 100 basis point scenario in the first and second year is -5% and for the two-year cumulative is -10%. Current policy limits for the 200 basis point scenario in the first and second year is -10% and for the two-year cumulative is -15%. The ALCO conducts a quarterly analysis of the rate sensitivity position, reviews established limits, and reports its results to our board of directors.
42
The asset-liability committee thoroughly analyzes the maturities of rate-sensitive assets and liabilities. This analysis measures the “gap”, which is defined as the difference between the dollar amount of rate-sensitive assets repricing during a period and the volume of rate-sensitive liabilities repricing during the same period. The gap is also expressed as the ratio of rate-sensitive assets divided by rate-sensitive liabilities. If the ratio is greater than one, the dollar value of assets exceeds the dollar value of liabilities; the balance sheet is “asset-sensitive.” Conversely, if the value of liabilities exceeds the value of assets, the ratio is less than one and the balance sheet is “liability-sensitive.” Our internal policy requires management to maintain the gap such that net interest margins will not change more than 10% if interest rates change 100 basis points or more than 15% if interest rates change 200 basis points. There have been no ~~changes to our policies or procedures for analyzing our interest rate risk since December 31, 2017, and there have been no material~~significant changes to our sensitivity to changes in interest rates since December 31, ~~2017, as disclosed in our Annual Report on Form 10-K.~~2018.

ITEM 4. CONTROLS AND PROCEDURES

CEO and CFO Certification.

Appearing as exhibits to this report are Certifications of our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”). The Certifications are required to be made by Rule 13a-14 ~~or Rule 15d-14~~ under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This item contains the information about the evaluation that is referred to in the Certifications, and the information set forth below in this Item 4 should be read in conjunction with the Certifications for a more complete understanding of the Certifications.

Evaluation of Disclosure Controls and ~~Procedures.~~Procedures.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the ~~SEC's~~SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

We conducted an evaluation (the ~~"Evaluation"~~“Evaluation”) of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including our CEO and CFO, as of ~~September 30, 2018.~~March 31, 2019. Based upon the Evaluation, our CEO and CFO have concluded that, as of ~~September 30, 2018,~~March 31, 2019, our disclosure controls and procedures are effective to ensure that material information relating to ServisFirst Bancshares, Inc. and its subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.

~~Changes in Internal Control Over Financial Reporting~~

There have not been any changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

35
PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time we may be a party to various legal proceedings arising in the ordinary course of business. Management does not believe the Company or the Bank is currently a party to any material legal ~~proceedings.~~proceedings except as disclosed in Item 3, “Legal Proceedings”, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and there has been no material change in any matter described therein.

ITEM 1A. RISK FACTORS

Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our control. We have identified a number of these risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2017,~~2018, which should be taken into consideration when reviewing the information contained in this report. There have been no material changes with regard to the risk factors previously disclosed in the Form 10-K. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement or projection contained in this report, see “Forward-Looking Statements” under Part 1, Item 2 above.
43

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibit:
~~Exhibit:~~ ~~Description~~
~~10.01~~ ~~Second~~10.1* Third Amendment to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan ~~which was filed as exhibit 10.1~~
10.2* Form of Nonqualified Stock Option Award Pursuant to the ~~Company’s Current Report on Form 8-K, filed on September 17, 2018~~ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (Revised 2019)
10.3* Form of ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan Restricted Stock Award Agreement (Revised 2019)
31.01 Certification of principal executive officer pursuant to Rule 13a-14(a).
31.02 Certification of principal financial officer pursuant to Rule 13a-14(a).
32.01 Certification of principal executive officer pursuant to 18 U.S.C. Section 1350.
32.02 Certification of principal financial officer pursuant to 18 U.S.C. Section 1350.
~~101.CAL~~ 101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~ ~~XBRL Taxonomy Extension Definition Linkbase Document~~
101.LAB XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~ 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
~~101.INS~~ ~~XBRL Instance Document~~
~~101.SCH~~ 101.DEF XBRL Taxonomy Extension ~~Schema~~Definition Linkbase Document
*denotes compensatory plan or arrangement

36

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SERVISFIRST BANCSHARES, INC.

Date: ~~October~~April 30, ~~2018~~ 2019 By /s/ Thomas A. Broughton III
Thomas A. Broughton III

President and Chief Executive Officer

Date: ~~October~~April 30, ~~2018~~ 2019 By /s/ William M. Foshee
William M. Foshee
Chief Financial Officer

44
37

PART I. FINANCIAL INFORMATION			3
	Item 1.	Consolidated Financial Statements	3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2722
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4235
	Item 4.	Controls and Procedures	4335

PART II. OTHER INFORMATION			4336
	Item 1.1	Legal Proceedings	4336
	Item 1A.	Risk Factors	4336
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4436
	Item 3.	Defaults Upon Senior Securities	4436
	Item 4.	Mine Safety Disclosures	4436
	Item 5.	Other Information	4436
	Item 6.	Exhibits	4436

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2018		2017		2018		2017
Interest income:
Interest and fees on loans	$	78,991	$	63,857	$	222,285	$	179,325
Taxable securities		3,276		2,288		9,148		6,649
Nontaxable securities		583		729		1,862		2,246
Federal funds sold		892		379		2,137		1,185
Other interest and dividends		316		388		1,031		1,291
Total interest income		84,058		67,641		236,463		190,696
Interest expense:
Deposits		15,210		7,574		36,545		19,877
Borrowed funds		1,985		1,671		6,097		4,804
Total interest expense		17,195		9,245		42,642		24,681
Net interest income		66,863		58,396		193,821		166,015
Provision for loan losses		6,624		4,803		14,884		14,170
Net interest income after provision for loan losses		60,239		53,593		178,937		151,845
Noninterest income:
Service charges on deposit accounts		1,595		1,467		4,833		4,203
Mortgage banking		789		978		2,096		2,941
Credit card income		1,838		1,149		5,172		3,517
Securities gains		186		-		190		-
Increase in cash surrender value life insurance		787		825		2,350		2,334
Other operating income		396		371		1,278		1,146
Total noninterest income		5,591		4,790		15,919		14,141
Noninterest expenses:
Salaries and employee benefits		13,070		12,428		39,464		36,172
Equipment and occupancy expense		2,193		1,947		6,260		6,452
Professional services		853		805		2,582		2,384
FDIC and other regulatory assessments		675		810		2,967		2,888
OREO expense		289		31		765		163
Other operating expenses		6,070		5,476		18,634		16,580
Total noninterest expenses		23,150		21,497		70,672		64,639
Income before income taxes		42,680		36,886		124,184		101,347
Provision for income taxes		8,120		11,627		23,481		29,405
Net income		34,560		25,259		100,703		71,942
Preferred stock dividends		-		-		31		31
Net income available to common stockholders	$	34,560	$	25,259	$	100,672	$	71,911

Basic earnings per common share	$	0.65	$	0.48	$	1.89	$	1.36
Diluted earnings per common share	$	0.64	$	0.47	$	1.86	$	1.33

	Three Months Ended September 30,				Nine Months Ended September 30,
	2018		2017		2018		2017
	(In Thousands, Except Shares and Per Share Data)
Earnings per common share
Weighted average common shares outstanding		53,171,144		52,950,644		53,134,861		52,854,332
Net income available to common stockholders	$	34,560	$	25,259	$	100,672	$	71,911
Basic earnings per common share	$	0.65	$	0.48	$	1.89	$	1.36

Weighted average common shares outstanding		53,171,144		52,950,644		53,134,861		52,854,332
Dilutive effects of assumed conversions and exercise of stock options and warrants		1,020,078		1,149,028		1,055,383		1,256,580
Weighted average common and dilutive potential common shares outstanding		54,191,222		54,099,672		54,190,244		54,110,912
Net income available to common stockholders	$	34,560	$	25,259	$	100,672	$	71,911
Diluted earnings per common share	$	0.64	$	0.47	$	1.86	$	1.33

	Three Months Ended September 30, 2018						Nine Months Ended September 30, 2018
			Pre-		Post-				Pre-		Post-
			Modification		Modification				Modification		Modification
			Outstanding		Outstanding				Outstanding		Outstanding
	Number of		Recorded		Recorded		Number of		Recorded		Recorded
	Contracts		Investment		Investment		Contracts		Investment		Investment
	(In Thousands)
Troubled Debt Restructurings
Commercial, financial and agricultural		6	$	7,242	$	7,242		6	$	7,242	$	7,242
Real estate - construction		1		997		997		1		997		997
Real estate - mortgage:
Owner-occupied commercial		2		3,664		3,664		2		3,664		3,664
1-4 family mortgage		1		850		850		1		850		850
Other mortgage		-		-		-		-		-		-
Total real estate mortgage		3		4,514		4,514		3		4,514		4,514
Consumer		-		-		-		-		-		-
		10	$	12,753	$	12,753		10	$	12,753	$	12,753

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
				Exercise		Contractual		Intrinsic
	Shares			Price		Term (years)		Value
									(In Thousands)
Nine Months Ended September 30, 2018:
Outstanding at January 1, 2018		1,666,834		$	10.68		5.5	$	51,377
Granted		12,750			41.58		9.5		(31	)
Exercised		(231,336	)		4.94		3.1		7,665
Forfeited		(33,000	)		15.00		6.4		758
Outstanding at September 30, 2018		1,415,248			11.79		5.1	$	38,998

Exercisable at September 30, 2018		693,100		$	6.78		3.5	$	22,513

Nine Months Ended September 30, 2017:
Outstanding at January 1, 2017		2,026,334		$	9.00		6.2	$	57,636
Granted		52,500			37.93		9.4		(35	)
Exercised		(359,000	)		4.97		4.2		11,590
Forfeited		(32,000	)		21.96		8.4		489
Outstanding at September 30, 2017		1,687,834			10.51		5.7	$	45,136

Exercisable at September 30, 2017		810,736		$	5.22		4.2	$	25,971

	Shares			Weighted Average Grant Date Fair Value
Nine Months Ended September 30, 2018:
Non-vested at January 1, 2018		120,676		$	10.29
Granted		12,850			41.48
Vested		(73,700	)		5.88
Forfeited		(750	)		41.21
Non-vested at September 30, 2018		59,076			19.38

Nine Months Ended September 30, 2017:
Non-vested at January 1, 2017		118,676		$	8.88
Granted		7,000			38.02
Vested		(4,200	)		15.74
Forfeited		(800	)		15.74
Non-vested at September 30, 2017		120,676			10.29

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.

	September 30, 2018				December 31, 2017
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
	(In Thousands)
Financial Assets:
Level 1 inputs:
Cash and due from banks	$	136,788	$	136,788	$	238,062	$	238,062

Level 2 inputs:
Available for sale debt securities		571,496		571,496		531,580		531,580
Equity securities		889		889		1,034		1,034
Federal funds sold		229,033		229,033		239,524		239,524
Mortgage loans held for sale		5,277		5,277		4,459		4,459
Bank-owned life insurance contracts		129,869		129,869		127,519		127,519

Level 3 inputs:
Available for sale debt securities		6,525		6,525		6,500		6,500
Held to maturity debt securities		250		250		250		250
Loans, net		6,265,720		6,174,697		5,756,954		5,712,441

Financial liabilities:
Level 2 inputs:
Deposits	$	6,505,351	$	6,497,244	$	6,091,674	$	6,086,085
Federal funds purchased		246,094		246,094		301,797		301,797
Other borrowings		64,657		64,601		64,832		65,921

March 31, 2019	Amount		Percentage of loans in each category to total loans
	(In Thousands)
Commercial, financial and agricultural	$	39,459		37.87	%
Real estate - construction		3,595		8.35	%
Real estate - mortgage		26,711		52.92	%
Consumer		442		0.86	%
Total	$	70,207		100.00	%

			Percentage of loans
			in each category
September 30, 2018	Amount		to total loans
	(In Thousands)
Commercial, financial and agricultural	$	39,101		38.95	%
Real estate - construction		3,934		8.54	%
Real estate - mortgage		23,329		51.51	%
Consumer		515		1.00	%
Total	$	66,879		100.00	%

	Payments due by Period
					Over 1 - 3		Over 3 - 5
	Total		1 year or less		years		years		Over 5 years
	(In Thousands)
Contractual Obligations (1)

Deposits without a stated maturity	$	5,849,136	$	-	$	-	$	-	$	-
Certificates of deposit (2)		656,215		381,981		170,170		104,013		51
Federal funds purchased		246,094		246,094		-		-		-
Subordinated debentures		64,657		-		-		-		64,657
Operating lease commitments		17,191		2,945		5,604		4,631		4,011
Total	$	6,833,293	$	631,020	$	175,774	$	108,644	$	68,719

											To Be Well Capitalized
						For Capital Adequacy					Under Prompt Corrective
	Actual					Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of September 30, 2018:	(Dollars in thousands)
CET 1 Capital to Risk-Weighted Assets:
Consolidated	$	676,506		10.08	%	$	302,011		4.50	%		N/A		N/A
ServisFirst Bank		740,140		11.03	%		301,997		4.50	%	$	436,219		6.50	%
Tier 1 Capital to Risk-Weighted Assets:
Consolidated		677,008		10.09	%		402,682		6.00	%		N/A		N/A
ServisFirst Bank		740,642		11.04	%		402,663		6.00	%		536,884		8.00	%
Total Capital to Risk-Weighted Assets:
Consolidated		809,044		12.05	%		536,909		8.00	%		N/A		N/A
ServisFirst Bank		808,021		12.04	%		536,884		8.00	%		671,105		10.00
Tier 1 Capital to Average Assets:
Consolidated		677,008		9.28	%		291,724		4.00	%		N/A	��	N/A
ServisFirst Bank		740,642		10.16	%		291,709		4.00	%		364,637		5.00	%

As of December 31, 2017:
CET 1 Capital to Risk-Weighted Assets:
Consolidated	$	593,111		9.51	%	$	280,553		4.50	%		N/A		N/A
ServisFirst Bank		651,201		10.45	%		280,523		4.50	%	$	405,199		6.50	%
Tier 1 Capital to Risk-Weighted Assets:
Consolidated		593,613		9.52	%		374,070		6.00	%		N/A		N/A
ServisFirst Bank		651,703		10.45	%		374,030		6.00	%		498,707		8.00	%
Total Capital to Risk-Weighted Assets:
Consolidated		718,151		11.52	%		498,760		8.00	%		N/A		N/A
ServisFirst Bank		711,609		11.42	%		498,707		8.00	%		623,384		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		593,613		8.51	%		278,970		4.00	%		N/A		N/A
ServisFirst Bank		651,703		9.35	%		278,954		4.00	%		348,693		5.00	%

As of September 30, 2017:
CET 1 Capital to Risk-Weighted Assets:
Consolidated	$	574,296		9.60	%	$	269,204		4.50	%		N/A		N/A
ServisFirst Bank		629,146		10.52	%		269,172		4.50	%	$	388,803		6.50	%
Tier 1 Capital to Risk-Weighted Assets:
Consolidated		574,798		9.61	%		358,938		6.00	%		N/A		N/A
ServisFirst Bank		629,648		10.53	%		358,896		6.00	%		478,527		8.00	%
Total Capital to Risk-Weighted Assets:
Consolidated		688,432		11.51	%		478,584		8.00	%		N/A		N/A
ServisFirst Bank		688,607		11.51	%		478,527		8.00	%		598,159		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		574,798		8.91	%		257,939		4.00	%		N/A		N/A
ServisFirst Bank		629,648		9.76	%		258,498		4.00	%		323,123		5.00	%

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of March 31, 2019:
CET 1 Capital to Risk Weighted Assets:
Consolidated	$	731,864		10.30	%	$	319,875		4.50	%		N/A		N/A
ServisFirst Bank		796,506		11.21	%		319,851		4.50	%	$	462,007		6.50	%
Tier 1 Capital to Risk Weighted Assets:
Consolidated		732,366		10.30	%		426,500		6.00	%		N/A		N/A
ServisFirst Bank		797,008		11.21	%		426,468		6.00	%		568,624		8.00	%
Total Capital to Risk Weighted Assets:
Consolidated		867,748		12.21	%		568,667		8.00	%		N/A		N/A
ServisFirst Bank		838,216		12.21	%		568,624		8.00	%		710,780		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		732,366		9.03	%		324,553		4.00	%		N/A		N/A
ServisFirst Bank		797,008		9.82	%		324,537		4.00	%		405,671		5.00	%

As of December 31, 2018:
CET 1 Capital to Risk Weighted Assets:
Consolidated	$	705,203		10.12	%	$	313,564		4.50	%		N/A		N/A
ServisFirst Bank		768,614		11.03	%		313,554		4.50	%	$	452,911		6.50	%
Tier 1 Capital to Risk Weighted Assets:
Consolidated		705,705		10.13	%		418,086		6.00	%		N/A		N/A
ServisFirst Bank		769,116		11.04	%		418,071		6.00	%		557,428		8.00	%
Total Capital to Risk Weighted Assets:
Consolidated		839,471		12.05	%		557,448		8.00	%		N/A		N/A
ServisFirst Bank		867,715		12.03	%		557,428		8.00	%		696,786		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		705,705		9.07	%		311,214		4.00	%		N/A		N/A
ServisFirst Bank		769,116		9.89	%		311,206		4.00	%		389,007		5.00	%

As of March 31, 2018:
CET 1 Capital to Risk Weighted Assets:
Consolidated	$	619,494		9.88	%	$	246,744		4.50	%		N/A		N/A
ServisFirst Bank		683,126		10.89	%		246,695		4.50	%	$	356,338		6.50	%
Tier 1 Capital to Risk Weighted Assets:
Consolidated		619,996		9.88	%		328,992		6.00	%		N/A		N/A
ServisFirst Bank		683,628		10.90	%		328,927		6.00	%		438,570		8.00	%
Total Capital to Risk Weighted Assets:
Consolidated		747,185		11.91	%		438,656		8.00	%		N/A		N/A
ServisFirst Bank		746,178		11.90	%		438,570		8.00	%		548,212		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		619,996		8.95	%		250,867		4.00	%		N/A		N/A
ServisFirst Bank		683,628		9.87	%		250,848		4.00	%		313,560		5.00	%

	For the Three Months Ended September 30,									For the Three Months Ended March 31,
	2018 Compared to 2017 Increase (Decrease) in Interest Income and Expense Due to Changes in:									2019 Compared to 2018 Increase (Decrease) in Interest Income and Expense Due to Changes in:
	Volume			Rate			Total			Volume			Rate			Total
	(In Thousands)									(In Thousands)
Interest-earning assets:
Loans, net of unearned income
Taxable	$	9,839		$	5,344		$	15,183		$	8,128		$	7,784		$	15,912
Tax-exempt		(41	)		(96	)		(137	)		(61	)		(16	)		(77	)
Total loans, net of unearned income		9,798			5,248			15,046			8,067			7,768			15,835
Mortgages held for sale		(13	)		7			(6	)		(29	)		14			(15	)
Debt securities:
Taxable		629			360			989			528			473			1,001
Tax-exempt		(191	)		(260	)		(451	)		(195	)		(111	)		(306	)
Total debt securities		438			100			538			333			362			695
Federal funds sold		225			289			514			308			360			668
Equity securities		-			(2	)		(2	)
Interest-bearing balances with banks		(228	)		158			(70	)		2,030			351			2,381
Total interest-earning assets		10,220			5,800			16,020			10,709			8,855			19,564

Interest-bearing liabilities:
Interest-bearing demand deposits		21			508			529			55			805			860
Savings		4			29			33			1			31			32
Money market accounts		1,143			4,774			5,917			1,867			7,935			9,802
Time deposits		305			852			1,157			408			1,422			1,830
Total interest-bearing deposits		1,473			6,163			7,636			2,331			10,193			12,524
Federal funds purchased		(207	)		457			250			62			762			824
Other borrowed funds		119			(55	)		64			(4	)		4			–
Total interest-bearing liabilities		1,385			6,565			7,950			2,389			10,959			13,348
Increase in net interest income	$	8,835		$	(765	)	$	8,070		$	8,320		$	(2,104	)	$	6,216

	For the Nine Months Ended September 30,
	2018 Compared to 2017 Increase (Decrease) in Interest Income and Expense Due to Changes in:
	Volume			Rate			Total
	(In Thousands)
Interest-earning assets:
Loans, net of unearned income
Taxable	$	29,220		$	13,819		$	43,039
Tax-exempt		(63	)		(234	)		(297	)
Total loans, net of unearned income		29,157			13,585			42,742
Mortgages held for sale		(56	)		16			(40	)
Debt securities:
Taxable		1,578			922			2,500
Tax-exempt		(459	)		(766	)		(1,225	)
Total debt securities		1,119			156			1,275
Federal funds sold		(15	)		967			952
Equity securities		(1	)		(24	)		(25	)
Interest-bearing balances with banks		(931	)		697			(234	)
Total interest-earning assets		29,273			15,397			44,670

Interest-bearing liabilities:
Interest-bearing demand deposits		185			1,135			1,320
Savings		13			32			45
Money market accounts		2,585			10,569			13,154
Time deposits		589			1,560			2,149
Total interest-bearing deposits		3,372			13,296			16,668
Federal funds purchased		(483	)		1,584			1,101
Other borrowed funds		355			(162	)		193
Total interest-bearing liabilities		3,244			14,718			17,962
Increase in net interest income	$	26,029		$	679		$	26,708

	Three Months Ended September 30,										Nine Months Ended September 30,
	2018		2017		$ change			% change			2018		2017		$ change			% change
Non-interest income:
Service charges on deposit accounts	$	1,595	$	1,467	$	128			8.7	%	$	4,833	$	4,203	$	630			15.0	%
Mortgage banking		789		978		(189	)		(19.3	)%		2,096		2,941		(845	)		(28.7	)%
Credit card income		1,838		1,149		689			60.0	%		5,172		3,517		1,655			47.1	%
Securities gains		186		-		186			NM			190		-		190			NM
Increase in cash surrender value life insurance		787		825		(38	)		(4.6	)%		2,350		2,334		16			0.7	%
Other operating income		396		371		25			6.7	%		1,278		1,146		132			11.5	%
Total non-interest income	$	5,591	$	4,790	$	801			16.7	%	$	15,919	$	14,141	$	1,778			12.6	%

Non-interest expense:
Salaries and employee benefits	$	13,070	$	12,428	$	642			5.2	%	$	39,464	$	36,172	$	3,292			9.1	%
Equipment and occupancy expense		2,193		1,947		246			12.6	%		6,260		6,452		(192	)		(3.0	)%
Professional services		853		805		48			6.0	%		2,582		2,384		198			8.3	%
FDIC and other regulatory assessments		675		810		(135	)		(16.7	)%		2,967		2,888		79			2.7	%
OREO expense		289		31		258			832.3	%		765		163		602			369.3	%
Other operating expense		6,070		5,476		594			10.8	%		18,634		16,580		2,054			12.4	%
Total non-interest expense	$	23,150	$	21,497	$	1,653			7.7	%	$	70,672	$	64,639	$	6,033			9.3	%

~~Exhibit:~~		~~Description~~
~~10.01~~		~~Second~~10.1*	Third Amendment to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan ~~which was filed as exhibit 10.1~~
	10.2*	Form of Nonqualified Stock Option Award Pursuant to the ~~Company’s Current Report on Form 8-K, filed on September 17, 2018~~ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (Revised 2019)
	10.3*	Form of ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan Restricted Stock Award Agreement (Revised 2019)
	31.01		Certification of principal executive officer pursuant to Rule 13a-14(a).
	31.02		Certification of principal financial officer pursuant to Rule 13a-14(a).
	32.01		Certification of principal executive officer pursuant to 18 U.S.C. Section 1350.
	32.02		Certification of principal financial officer pursuant to 18 U.S.C. Section 1350.
~~101.CAL~~	101.INS	XBRL Instance Document
	101.SCH	XBRL Taxonomy Extension Schema Document
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~		~~XBRL Taxonomy Extension Definition Linkbase Document~~
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~	101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
~~101.INS~~		~~XBRL Instance Document~~
~~101.SCH~~	101.DEF	XBRL Taxonomy Extension ~~Schema~~Definition Linkbase Document

		SERVISFIRST BANCSHARES, INC.

Date: ~~October~~April 30, ~~2018~~	2019	By	/s/ Thomas A. Broughton III
			Thomas A. Broughton III

		President and Chief Executive Officer


Date: ~~October~~April 30, ~~2018~~	2019	By	/s/ William M. Foshee
			William M. Foshee
			Chief Financial Officer