--12-31 Q2 2020
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________________

FORM 10-Q

10-Q/A
Amendment No. 1

(Mark oneone))

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2020

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2019

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______to_______

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

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

2500 Woodcrest Place, Birmingham, Alabama35209
(Address of Principal Executive Offices)(Zip Code)

(205)

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)12(g) 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 StockGlobal Select Market LLC

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 for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit 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 reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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, 2019July 27, 2020
Common stock, $.001 par value53,592,01353,882,358

 

 

EXPLANATORY NOTE
ServisFirst Bancshares, Inc., a Delaware corporation, together with its subsidiaries, including ServisFirst Bank, the “Company”, which may also be referred to as “we”, “our”, “us”, ServisFirst Bancshares”, and “ServisFirst”, is filing this Amendment No. 1 to Quarterly Report on Form 10-Q/A (the “Amendment”) to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020, which was filed with the Securities and Exchange Commission on July 31, 2020 (the “Original Filing”). The Company is filing this Amendment solely for the purpose of correcting an error in Item 2 of its Form 10-Q for the quarterly period ended June 30, 2020 in the table setting forth capital ratios required by the FDIC and Alabama Banking Department.  Specifically, the Consolidated and ServisFirst Bank Tier 1 Capital to Average Assets Ratios and related amounts for the quarter ended June 30, 2020 have been revised to properly reflect the impact of Paycheck Protection Program loans on our average assets for purposes of calculating these ratios. There were no other changes to the Original Filing.

TABLE OF CONTENTS

Item 1.

Financial Statements

4

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

42

Item 4.

Controls and Procedures

43

 

PART II. OTHER INFORMATION

43

Item 1.

Legal Proceedings

43

Item 1A.

Risk Factors

43

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

43

Item 3.

Defaults Upon Senior Securities

43

Item 4.

Mine Safety Disclosures

43

Item 5.

Other Information

44

Item 6.

Exhibits

4420

EX-31.01 SECTION 302 CERTIFICATION OF THE CEO

EX-31.02 SECTION 302 CERTIFICATION OF THE CFO

EX-32.01 SECTION 906 CERTIFICATION OF THE CEO

EX-32.02 SECTION 906 CERTIFICATION OF THE CFO


3


PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

  

September 30, 2019

  

December 31, 2018

 
  

(Unaudited)

   (1) 

ASSETS

        

Cash and due from banks

 $108,804  $97,516 

Interest-bearing balances due from depository institutions

  463,625   360,534 

Federal funds sold

  474,298   223,845 

Cash and cash equivalents

  1,046,727   681,895 

Available for sale debt securities, at fair value

  688,021   590,184 

Held to maturity debt securities (fair value of $250 at September 30, 2019)

  250   - 

Mortgage loans held for sale

  8,691   120 

Loans

  7,022,069   6,533,499 

Less allowance for loan losses

  (77,192)  (68,600)

Loans, net

  6,944,877   6,464,899 

Premises and equipment, net

  56,570   57,822 

Accrued interest and dividends receivable

  25,423   24,070 

Deferred tax assets

  24,426   27,277 

Other real estate owned and repossessed assets

  5,337   5,169 

Bank owned life insurance contracts

  152,976   130,649 

Goodwill and other identifiable intangible assets

  14,246   14,449 

Other assets

  37,568   10,848 

Total assets

 $9,005,112  $8,007,382 

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Liabilities:

        

Deposits:

        

Noninterest-bearing

 $1,678,672  $1,557,341 

Interest-bearing

  6,045,486   5,358,367 

Total deposits

  7,724,158   6,915,708 

Federal funds purchased

  370,231   288,725 

Other borrowings

  64,693   64,666 

Accrued interest payable

  11,476   10,381 

Other liabilities

  24,017   12,699 

Total liabilities

  8,194,575   7,292,179 

Stockholders' equity:

        

Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at September 30, 2019 and December 31, 2018

  -   - 

Common stock, par value $0.001 per share; 100,000,000 shares authorized; 53,579,113 shares issued and outstanding at September 30, 2019, and 53,375,195 shares issued and outstanding at December 31, 2018

  54   53 

Additional paid-in capital

  219,234   218,521 

Retained earnings

  584,968   500,868 

Accumulated other comprehensive income (loss)

  5,779   (4,741)

Total stockholders' equity attributable to ServisFirst Bancshares, Inc.

  810,035   714,701 

Noncontrolling interest

  502   502 

Total stockholders' equity

  810,537   715,203 

Total liabilities and stockholders' equity

 $9,005,112  $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

  

Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2019

  

2018

  

2019

  

2018

 

Interest income:

                

Interest and fees on loans

 $90,767  $78,991  $264,901  $222,285 

Taxable securities

  4,367   3,276   12,306   9,148 

Nontaxable securities

  316   583   1,155   1,862 

Federal funds sold

  1,768   892   4,985   2,137 

Other interest and dividends

  3,912   316   9,269   1,031 

Total interest income

  101,130   84,058   292,616   236,463 

Interest expense:

                

Deposits

  24,787   15,210   71,172   36,545 

Borrowed funds

  3,338   1,985   9,576   6,097 

Total interest expense

  28,125   17,195   80,748   42,642 

Net interest income

  73,005   66,863   211,868   193,821 

Provision for loan losses

  6,985   6,624   16,754   14,884 

Net interest income after provision for loan losses

  66,020   60,239   195,114   178,937 

Noninterest income:

                

Service charges on deposit accounts

  1,735   1,595   5,223   4,833 

Mortgage banking

  1,333   789   2,995   2,096 

Credit card income

  1,868   1,414   5,185   4,030 

Securities gains

  34   186   28   190 

Increase in cash surrender value life insurance

  787   787   2,327   2,350 

Other operating income

  453   294   1,172   922 

Total noninterest income

  6,210   5,065   16,930   14,421 

Noninterest expenses:

                

Salaries and employee benefits

  15,499   13,070   44,103   39,464 

Equipment and occupancy expense

  2,387   2,193   6,933   6,260 

Professional services

  887   853   3,072   2,582 

FDIC and other regulatory (credits) assessments

  (296)  675   1,804   2,967 

OREO expense

  78   289   312   765 

Other operating expenses

  6,606   5,544   20,285   17,136 

Total noninterest expenses

  25,161   22,624   76,509   69,174 

Income before income taxes

  47,069   42,680   135,535   124,184 

Provision for income taxes

  9,506   8,120   27,329   23,481 

Net income

  37,563   34,560   108,206   100,703 

Preferred stock dividends

  -   -   31   31 

Net income available to common stockholders

 $37,563  $34,560  $108,175  $100,672 
                 

Basic earnings per common share

 $0.70  $0.65  $2.02  $1.89 

Diluted earnings per common share

 $0.69  $0.64  $2.00  $1.86 

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,

 
  

2019

  

2018

  

2019

  

2018

 

Net income

 $37,563  $34,560  $108,206  $100,703 

Other comprehensive income (loss), net of tax:

                

Unrealized net holding gains (losses) arising during period from securities available for sale, net of tax of $427 and $2,791 for the three and nine months ended September 30, 2019, respectively, and net of benefit of $(733) and $(2,589) for the three and nine months ended September 30, 2018, respectively

  1,443   (2,757)  10,497   (9,740)

Reclassification adjustment for net gains on sale of securities available for sale, net of tax of $6 and $5 for the three and nine months ended September 30, 2019, respectively, and $39 and $40 for the three and nine months ended September 30, 2018, respectively

  18   147   23   150 

Other comprehensive income (loss), net of tax

  1,461   (2,610)  10,520   (9,590)

Comprehensive income

 $39,024  $31,950  $118,726  $91,113 

See Notes to Consolidated Financial Statements.


CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

 

(In thousands, except share amounts)(Unaudited)

 
                             
  

Three Months Ended September 30,

 
  

Preferred Stock

  

Common Stock

  

Additional Paid-in Capital

  

Retained Earnings

  

Accumulated Other Comprehensive Income

  

Noncontrolling interest

  

Total Stockholders' Equity

 

Balance, July 1, 2018

 $-  $53  $217,765  $443,972  $(7,178) $502  $655,114 

Common dividends declared, $0.11 per share

  -   -   -   (5,851)  -   -   (5,851)

Issue 46,074 shares of common stock upon exercise of stock options

  -   -   465   -   -   -   465 

9,426 shares of common stock withheld in net settlement upon exercise of stock options

  -   -   (370)  -   -   -   (370)

Stock-based compensation expense

  -   -   202   -   -   -   202 

Other comprehensive income, net of tax

  -   -   -   -   (2,610)  -   (2,610)

Net income

  -   -   -   34,560   -   -   34,560 

Balance, September 30, 2018

 $-  $53  $218,062  $472,681  $(9,788) $502  $681,510 
                             

Balance, July 1, 2019

 $-  $54  $218,658  $555,425  $4,318  $502  $778,957 

Common dividends declared, $0.15 per share

  -   -   -   (8,020)  -   -   (8,020)

Issue 41,731 shares of common stock upon exercise of stock options

  -   -   571   -   -   -   571 

9,069 shares of common stock withheld in net settlement upon exercise of stock options

  -   -   (289)  -   -   -   (289)

Stock-based compensation expense

  -   -   294   -   -   -   294 

Other comprehensive loss, net of tax

  -   -   -   -   1,461   -   1,461 

Net income

  -   -   -   37,563   -   -   37,563 

Balance, September 30, 2019

 $-  $54  $219,234  $584,968  $5,779  $502  $810,537 

  

Nine Months Ended September 30,

 
  

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 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 income, 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 
                             

Balance, January 1, 2019

 $-  $53  $218,521  $500,868  $(4,741) $502  $715,203 

Common dividends paid, $0.30 per share

  -   -   -   (16,038)  -   -   (16,038)

Common dividends declared, $0.15 per share

  -   -   -   (8,037)  -   -   (8,037)

Preferred dividends paid

  -   -   -   (31)  -   -   (31)

Issue 185,044 shares of common stock upon exercise of stock options

  -   1   1,674   -   -   -   1,675 

54,256 shares of common stock withheld in net settlement upon exercise of stock options

  -   -   (1,742)  -   -   -   (1,742)

Stock-based compensation expense

  -   -   781   -   -   -   781 

Other comprehensive loss, net of tax

  -   -   -   -   10,520   -   10,520 

Net income

  -   -   -   108,206   -   -   108,206 

Balance, September 30, 2019

 $-  $54  $219,234  $584,968  $5,779  $502  $810,537 

See Notes to Consolidated Financial Statements.


SERVISFIRST BANCSHARES, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands) (Unaudited)

 
  

Nine Months Ended September 30,

 
  

2019

  

2018

 

OPERATING ACTIVITIES

        

Net income

 $108,206  $100,703 

Adjustments to reconcile net income to net cash provided by

        

Deferred tax expense

  2,851   754 

Provision for loan losses

  16,754   14,884 

Depreciation

  2,774   2,548 

Accretion on acquired loans

  (91)  (147)

Amortization of core deposit intangible

  203   202 

Net amortization of debt securities available for sale

  2,040   2,268 

Increase in accrued interest and dividends receivable

  (1,353)  (4,094)

Stock-based compensation expense

  781   684 

Increase in accrued interest payable

  1,095   3,591 

Proceeds from sale of mortgage loans held for sale

  90,188   81,319 

Originations of mortgage loans held for sale

  (95,764)  (80,041)

Net gain on sale of debt securities available for sale

  (28)  (15)

Gain on sale of equity securities

  -   (175)

Gain on sale of mortgage loans held for sale

  (2,995)  (2,096)

Net (gain) loss on sale of other real estate owned and repossessed assets

  (6)  3 

Write down of other real estate owned and repossessed assets

  288   488 

Operating (income) loss of tax credit partnerships

  (16)  128 

Increase in cash surrender value of life insurance contracts

  (2,327)  (2,350)

Net change in other assets, liabilities, and other operating activities

  (19,766)  (2,608)

Net cash provided by operating activities

  102,834   116,046 

INVESTMENT ACTIVITIES

        

Purchase of debt securities available for sale

  (186,240)  (122,821)

Proceeds from maturities, calls and paydowns of debt securities available for sale

  100,687   63,803 

Proceeds from sale of debt securities available for sale

  -   5,736 

Purchase of debt securities held to maturity

  (250)  - 

Proceeds from sale of equity securities

  -   305 

Purchase of BOLI contracts

  (20,000)  - 

Increase in loans

  (505,224)  (520,610)

Purchase of premises and equipment

  (1,522)  (1,530)

Proceeds from sale of other real estate owned and repossessed assets

  727   1,572 

Net cash used in investing activities

  (611,822)  (573,545)

FINANCING ACTIVITIES

        

Net increase in non-interest-bearing deposits

  121,331   64,121 

Net increase in interest-bearing deposits

  687,119   349,556 

Net increase (decrease) in federal funds purchased

  81,506   (55,703)

Repayment of Federal Home Loan Bank advances

  -   (200)

Proceeds from exercise of stock options

  1,675   1,325 

Taxes paid in net settlement of tax obligation upon exercise of stock options

  (1,742)  (1,640)

Dividends paid on common stock

  (16,038)  (11,694)

Dividends paid on preferred stock

  (31)  (31)

Net cash provided by financing activities

  873,820   345,734 

Net increase (decrease) in cash and cash equivalents

  364,832   (111,765)

Cash and cash equivalents at beginning of period

  681,895   477,586 

Cash and cash equivalents at end of period

 $1,046,727  $365,821 

SUPPLEMENTAL DISCLOSURE

        

Cash paid for:

        

Interest

 $79,653  $39,051 

Income taxes

  34,464   20,235 

Income tax refund

  (86)  (2)

NONCASH TRANSACTIONS

        

Other real estate acquired in settlement of loans

 $1,177  $1,206 

Internally financed sale of other real estate owned

  -   130 

Dividends declared

  8,037   5,851 

See Notes to Consolidated Financial Statements.


SERVISFIRST BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 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, 2018.

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

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 renewals to extend lease terms are not included in the right-of-use assets and lease liabilities as they are not reasonably certain to be exercised. Renewal options are regularly evaluated and when they are reasonably certain to be exercised, are included in lease terms.

None of the Company’s leases provide an implicit rate. The Company uses its incremental collateralized borrowing rate based on the information available at the lease commencement date in determining the present value of the lease payments.

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 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.

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 September 30,

  

Nine Months Ended September 30,

 
  

2019

  

2018

  

2019

  

2018

 
  

(In Thousands, Except Shares and Per Share Data)

 

Earnings per common share

                

Weighted average common shares outstanding

  53,544,747   53,171,144   53,508,710   53,134,861 

Net income available to common stockholders

 $37,563  $34,560  $108,175  $100,672 

Basic earnings per common share

 $0.70  $0.65  $2.02  $1.89 
                 

Weighted average common shares outstanding

  53,544,747   53,171,144   53,508,710   53,134,861 

Dilutive effects of assumed conversions and exercise of stock options and warrants

  551,621   1,020,078   578,700   1,055,383 

Weighted average common and dilutive potential common shares outstanding

  54,096,368   54,191,222   54,087,410   54,190,244 

Net income available to common stockholders

 $37,563  $34,560  $108,175  $100,672 

Diluted earnings per common share

 $0.69  $0.64  $2.00  $1.86 

NOTE 4 - SECURITIES

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

      

Gross

  

Gross

     
  

Amortized

  

Unrealized

  

Unrealized

  

Market

 
  

Cost

  

Gain

  

Loss

  

Value

 

September 30, 2019

 

(In Thousands)

 

Securities Available for Sale

                

U.S. Treasury securities

 $51,888  $311  $(1) $52,198 

Government Agency securities

  18,234   129   (2)  18,361 

Mortgage-backed securities

  398,818   4,425   (604)  402,639 

State and municipal securities

  65,270   330   (32)  65,568 

Corporate debt

  146,551   2,834   (130)  149,255 

Total

 $680,761  $8,029  $(769) $688,021 

Securities Held to Maturity

                

State and municipal securities

  250   -   -   250 

Total

 $250  $-  $-  $250 
                 

December 31, 2018

                

Securities Available for Sale

                

U.S. Treasury securities

 $58,750  $75  $(397) $58,428 

Government Agency securities

  18,784   3   (222)  18,565 

Mortgage-backed securities

  309,244   591   (5,531)  304,304 

State and municipal securities

  106,465   208   (679)  105,994 

Corporate debt

  102,982   668   (757)  102,893 

Total

 $596,225  $1,545  $(7,586) $590,184 

The amortized cost and fair value of debt securities as of September 30, 2019 and December 31, 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, 2019

  

December 31, 2018

 
  

Amortized Cost

  

Fair Value

  

Amortized Cost

  

Fair Value

 
  

(In thousands)

 

Debt securities available for sale

                

Due within one year

 $55,777  $55,973  $38,343  $38,225 

Due from one to five years

  106,374   107,205   167,873   166,380 

Due from five to ten years

  117,885   120,258   77,811   78,276 

Due after ten years

  1,907   1,946   2,954   2,999 

Mortgage-backed securities

  398,818   402,639   309,244   304,304 
  $680,761  $688,021  $596,225  $590,184 
                 

Debt securities held to maturity

                

Due from one to five years

 $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 carrying value of debt securities pledged to secure public funds on deposit and for other purposes as required by law as of September 30, 2019 and December 31, 2018 was $408.9 million and $281.9 million, respectively.

The following table identifies, as of September 30, 2019 and December 31, 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, 2019, 43 of the Company’s 691 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, 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

 
  

Gross

      

Gross

      

Gross

     
  

Unrealized

      

Unrealized

      

Unrealized

     
  

Losses

  

Fair Value

  

Losses

  

Fair Value

  

Losses

  

Fair Value

 
  

(In Thousands)

 

September 30, 2019

                        

U.S. Treasury securities

 $-  $-  $(1) $2,998  $(1) $2,998 

Government Agency securities

  (2)  267   -   -   (2)  267 

Mortgage-backed securities

  (457)  77,726   (147)  28,217   (604)  105,943 

State and municipal securities

  (11)  6,170   (21)  4,035   (32)  10,205 

Corporate debt

  (130)  17,036   -   -   (130)  17,036 

Total

 $(600) $101,199  $(169) $35,250  $(769) $136,449 
                         

December 31, 2018

                        

U.S. Treasury securities

 $(8)  1,001  $(388) $32,449  $(396) $34,206 

Government Agency securities

  -   -   (223)  18,429   (223)  17,673 

Mortgage-backed securities

  (539)  67,721   (4,992)  204,260   (5,531)  271,981 

State and municipal securities

  (101)  20,821   (578)  52,190   (679)  73,011 

Corporate debt

  (315)  36,245   (442)  13,474   (757)  49,718 

Total

 $(963) $125,788  $(6,623) $320,802  $(7,586) $446,590 

NOTE 5 – LOANS

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

  

September 30,

  

December 31,

 
  

2019

  

2018

 
         
  

(Dollars In Thousands)

 

Commercial, financial and agricultural

 $2,653,934  $2,513,225 

Real estate - construction

  550,871   533,192 

Real estate - mortgage:

        

Owner-occupied commercial

  1,526,911   1,463,887 

1-4 family mortgage

  632,346   621,634 

Other mortgage

  1,592,072   1,337,068 

Subtotal: Real estate - mortgage

  3,751,329   3,422,589 

Consumer

  65,935   64,493 

Total Loans

  7,022,069   6,533,499 

Less: Allowance for loan losses

  (77,192)  (68,600)

Net Loans

 $6,944,877  $6,464,899 
         
         

Commercial, financial and agricultural

  37.79

%

  38.47

%

Real estate - construction

  7.85

%

  8.16

%

Real estate - mortgage:

        

Owner-occupied commercial

  21.74

%

  22.41

%

1-4 family mortgage

  9.01

%

  9.51

%

Other mortgage

  22.67

%

  20.46

%

Subtotal: Real estate - mortgage

  53.42

%

  52.39

%

Consumer

  0.94

%

  0.99

%

Total Loans

  100.00

%

  100.00

%


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

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

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

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

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

Loans by credit quality indicator as of September 30, 2019 and December 31, 2018 were as follows:

      

Special

             

September 30, 2019

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Total

 
                     
  

(In Thousands)

 

Commercial, financial and agricultural

 $2,573,465  $58,639  $21,830  $-  $2,653,934 

Real estate - construction

  540,560   6,011   4,300   -   550,871 

Real estate - mortgage:

                    

Owner-occupied commercial

  1,492,829   12,972   21,110   -   1,526,911 

1-4 family mortgage

  629,806   947   1,593   -   632,346 

Other mortgage

  1,571,238   19,332   1,502   -   1,592,072 

Total real estate mortgage

  3,693,873   33,251   24,205   -   3,751,329 

Consumer

  65,935   -   -   -   65,935 

Total

 $6,873,833  $97,901  $50,335  $-  $7,022,069 

      

Special

             

December 31, 2018

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Total

 
                     
  

(In Thousands)

 

Commercial, financial and agricultural

 $2,447,052  $47,754  $18,419  $-  $2,513,225 

Real estate - construction

  525,021   6,749   1,422   -   533,192 

Real estate - mortgage:

                    

Owner-occupied commercial

  1,431,982   28,547   3,358   -   1,463,887 

1-4 family mortgage

  616,884   2,703   2,047   -   621,634 

Other mortgage

  1,309,101   16,506   11,461   -   1,337,068 

Total real estate mortgage

  3,357,967   47,756   16,866   -   3,422,589 

Consumer

  64,444   -   49   -   64,493 

Total

 $6,394,484  $102,259  $36,756  $-  $6,533,499 


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

September 30, 2019

 

Performing

  

Nonperforming

  

Total

 
             
  

(In Thousands)

 

Commercial, financial and agricultural

 $2,637,785  $16,149  $2,653,934 

Real estate - construction

  549,283   1,588   550,871 

Real estate - mortgage:

            

Owner-occupied commercial

  1,511,666   15,245   1,526,911 

1-4 family mortgage

  630,755   1,591   632,346 

Other mortgage

  1,585,609   6,463   1,592,072 

Total real estate mortgage

  3,728,030   23,299   3,751,329 

Consumer

  65,923   12   65,935 

Total

 $6,981,020  $41,049  $7,022,069 

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, 2019 and December 31, 2018 were as follows:

September 30, 2019

 

Past Due Status (Accruing Loans)

             
              

Total Past

             
  

30-59 Days

  

60-89 Days

  

90+ Days

  

Due

  

Non-Accrual

  

Current

  

Total Loans

 
                             
  

(In Thousands)

 

Commercial, financial and agricultural

 $4,519  $1,127  $119  $5,765  $16,030  $2,632,139  $2,653,934 

Real estate - construction

  650   -   -   650   1,588   548,633   550,871 

Real estate - mortgage:

                            

Owner-occupied commercial

  9,005   -   118   9,123   15,127   1,502,661   1,526,911 

1-4 family mortgage

  2,229   600   112   2,941   1,480   627,925   632,346 

Other mortgage

  31   375   4,956   5,362   1,507   1,585,203   1,592,072 

Total real estate - mortgage

  11,265   975   5,186   17,426   18,114   3,715,789   3,751,329 

Consumer

  31   44   12   87   -   65,848   65,935 

Total

 $16,465  $2,146  $5,317  $23,928  $35,732  $6,962,409  $7,022,069 


December 31, 2018

 

Past Due Status (Accruing Loans)

             
              

Total Past

             
  

30-59 Days

  

60-89 Days

  

90+ Days

  

Due

  

Non-Accrual

  

Current

  

Total Loans

 
                             
  

(In Thousands)

 

Commercial, financial and agricultural

 $1,222  $48  $605  $1,875  $10,503  $2,500,847  $2,513,225 

Real estate - construction

  -   1,352   -   1,352   997   530,843   533,192 

Real estate - mortgage:

                            

Owner-occupied commercial

  412   -   -   412   3,358   1,460,117   1,463,887 

1-4 family mortgage

  534   235   123   892   2,046   618,696   621,634 

Other mortgage

  1,174   -   5,008   6,182   5,022   1,325,864   1,337,068 

Total real estate - mortgage

  2,120   235   5,131   7,486   10,426   3,404,677   3,422,589 

Consumer

  58   123   108   289   -   64,204   64,493 

Total

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

Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect all amounts due according to the original terms of the loan agreement. The collection of all amounts due according to contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. Impaired loans are measured based on the present value of expected future cash flows discounted at the 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 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.

During the third quarter of 2019, the Company recorded a $7.4 million payment resulting from the termination of a Loan Guarantee Program (“LGP”) operated by the State of Alabama. The payment was recorded as an increase to the allowance for loan losses specifically related to loans formerly enrolled in this program, in accordance with the Company’s established ALLL review and evaluation criteria. In general, loans enrolled in the program had a collateral shortfall or other enhanced credit risk. In return for the Company’s acceptance of these higher risk loans, the Company received a guarantee of up to 50% of losses in the event of a borrower’s default.  These were loans that would have otherwise not met the Company’s loan underwriting criteria.  The program required a 1% fee on the commitment balance at origination.  As of September 30, 2019, the Company had 72 loans outstanding totaling $44.3 million that were formerly enrolled in the loan guarantee program. Of this total, $37.8 million were categorized as pass within the Company's credit quality asset classification, $5.2 million were categorized as Special Mention and $1.3 million were categorized as Substandard.

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, 2019 and September 30, 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

 
                     
  

(In Thousands)

 
  

Three Months Ended September 30, 2019

 

Allowance for loan losses:

                    

Balance at June 30, 2019

 $38,709  $3,419  $28,783  $475  $71,386 

Charge-offs

  (3,626)  -   (4,974)  (172)  (8,772)

Recoveries

  126   1   -   60   187 

Allocation from LGP

  4,905   115   2,386   -   7,406 

Provision

  5,108   (343)  2,069   151   6,985 

Balance at September 30, 2019

 $45,222  $3,192  $28,264  $514  $77,192 
                     
  

Three Months Ended September 30, 2018

 

Allowance for loan losses:

                    

Balance at June 30, 2018

 $36,178  $4,062  $23,438  $561  $64,239 

Charge-offs

  (3,923)  -   (48)  (76)  (4,047)

Recoveries

  52   4   1   6   63 

Provision

  6,794   (132)  (62)  24   6,624 

Balance at September 30, 2018

 $39,101  $3,934  $23,329  $515  $66,879 
                     
  

Nine Months Ended September 30, 2019

 

Allowance for loan losses:

                    

Balance at December 31, 2018

 $39,016  $3,522  $25,508  $554  $68,600 

Charge-offs

  (10,273)  -   (5,193)  (453)  (15,919)

Recoveries

  255   2   11   83   351 

Allocation from LGP

  4,905   115   2,386   -   7,406 

Provision

  11,319   (447)  5,552   330   16,754 

Balance at September 30, 2019

 $45,222  $3,192  $28,264  $514  $77,192 
                     
  

Nine Months Ended September 30, 2018

 

Allowance for loan losses:

                    

Balance at December 31, 2017

 $32,880  $4,989  $21,022  $515  $59,406 

Charge-offs

  (6,743)  -   (869)  (211)  (7,823)

Recoveries

  229   108   44   31   412 

Provision

  12,735   (1,163)  3,132   180   14,884 

Balance at September 30, 2018

 $39,101  $3,934  $23,329  $515  $66,879 


  

As of September 30, 2019

 

Allowance for loan losses:

                    

Individually Evaluated for Impairment

 $7,165  $110  $2,013  $-  $9,288 

Collectively Evaluated for Impairment

  38,057   3,082   26,251   514   67,904 
                     

Loans:

                    

Ending Balance

 $2,653,934  $550,871  $3,751,329  $65,935  $7,022,069 

Individually Evaluated for Impairment

  21,855   4,332   25,306   -   51,493 

Collectively Evaluated for Impairment

  2,632,079   546,539   3,726,023   65,935   6,970,576 
                     
  

As of December 31, 2018

 

Allowance for loan losses:

                    

Individually Evaluated for Impairment

 $6,066  $126  $1,887  $49  $8,128 

Collectively Evaluated for Impairment

  32,950   3,396   23,621   505   60,472 
                     

Loans:

                    

Ending Balance

 $2,513,225  $533,192  $3,422,589  $64,493  $6,533,499 

Individually Evaluated for Impairment

  18,444   1,461   18,637   49   38,591 

Collectively Evaluated for Impairment

  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, 2019 and December 31, 2018, respectively. Loans which have been fully charged off do not appear in the tables.

              

For the three months

  

For the nine months

 
              

ended September 30,

  

ended September 30,

 
  

September 30, 2019

  

2019

  

2019

 
                  

Interest

      

Interest

 
      

Unpaid

      

Average

  

Income

  

Average

  

Income

 
  

Recorded

  

Principal

  

Related

  

Recorded

  

Recognized

  

Recorded

  

Recognized

 
  

Investment

  

Balance

  

Allowance

  

Investment

  

in Period

  

Investment

  

in Period

 
                             
  

(In Thousands)

 

With no allowance recorded:

                            

Commercial, financial and agricultural

 $2,705  $4,308  $-  $3,186  $50  $3,799  $129 

Real estate - construction

  2,744   2,747   -   2,423   39   1,834   80 

Real estate - mortgage:

                            

Owner-occupied commercial

  7,341   7,436   -   7,414   120   7,625   506 

1-4 family mortgage

  298   298   -   315   -   321   2 

Other mortgage

  -   -   -   -   -   -   - 

Total real estate - mortgage

  7,639   7,734   -   7,729   120   7,946   508 

Consumer

  -   -   -   -   -   -   - 

Total with no allowance recorded

  13,088   14,789   -   13,338   209   13,579   717 
                             

With an allowance recorded:

                            

Commercial, financial and agricultural

  19,150   26,551   7,165   21,260   15   22,568   467 

Real estate - construction

  1,588   1,588   110   1,588   (14)  1,623   27 

Real estate - mortgage:

                            

Owner-occupied commercial

  14,867   18,173   1,159   19,664   61   19,850   548 

1-4 family mortgage

  1,293   1,293   204   1,293   1   1,296   3 

Other mortgage

  1,507   1,507   650   1,507   (23)  1,456   21 

Total real estate - mortgage

  17,667   20,973   2,013   22,464   39   22,602   572 

Consumer

  -   -   -   -   -   -   - 

Total with allowance recorded

  38,405   49,112   9,288   45,312   40   46,793   1,066 
                             

Total Impaired Loans:

                            

Commercial, financial and agricultural

  21,855   30,859   7,165   24,446   65   26,367   596 

Real estate - construction

  4,332   4,335   110   4,011   25   3,457   107 

Real estate - mortgage:

                            

Owner-occupied commercial

  22,208   25,609   1,159   27,078   181   27,475   1,054 

1-4 family mortgage

  1,591   1,591   204   1,608   1   1,617   5 

Other mortgage

  1,507   1,507   650   1,507   (23)  1,456   21 

Total real estate - mortgage

  25,306   28,707   2,013   30,193   159   30,548   1,080 

Consumer

  -   -   -   -   -   -   - 

Total impaired loans

 $51,493  $63,901  $9,288  $58,650  $249  $60,372  $1,783 


December 31, 2018

 
              

For the twelve months

 
              

ended December 31, 2018

 
      

Unpaid

      

Average

  

Interest Income

 
  

Recorded

  

Principal

  

Related

  

Recorded

  

Recognized in

 
  

Investment

  

Balance

  

Allowance

  

Investment

  

Period

 
                     
  

(In Thousands)

 

With no allowance recorded:

                    

Commercial, financial and agricultural

 $6,064  $6,064  $-  $6,142  $237 

Real estate - construction

  464   467   -   524   28 

Real estate - mortgage:

                    

Owner-occupied commercial

  1,763   1,947   -   2,223   120 

1-4 family mortgage

  1,071   1,071   -   1,088   21 

Other mortgage

  5,061   5,061   -   5,133   252 

Total real estate - mortgage

  7,895   8,079   -   8,444   393 

Consumer

  -   -   -   -   - 

Total with no allowance recorded

  14,423   14,610   -   15,110   658 
                     

With an allowance recorded:

                    

Commercial, financial and agricultural

  12,380   20,141   6,066   15,918   462 

Real estate - construction

  997   997   126   997   31 

Real estate - mortgage:

                    

Owner-occupied commercial

  3,358   3,358   99   3,364   105 

1-4 family mortgage

  975   975   208   975   30 

Other mortgage

  6,409   6,409   1,580   6,598   217 

Total real estate - mortgage

  10,742   10,742   1,887   10,937   352 

Consumer

  49   49   49   49   3 

Total with allowance recorded

  24,168   31,929   8,128   27,901   848 
                     

Total Impaired Loans:

                    

Commercial, financial and agricultural

  18,444   26,205   6,066   22,060   699 

Real estate - construction

  1,461   1,464   126   1,521   59 

Real estate - mortgage:

                    

Owner-occupied commercial

  5,121   5,305   99   5,587   225 

1-4 family mortgage

  2,046   2,046   208   2,063   51 

Other mortgage

  11,470   11,470   1,580   11,731   469 

Total real estate - mortgage

  18,637   18,821   1,887   19,381   745 

Consumer

  49   49   49   49   3 

Total impaired loans

 $38,591  $46,539  $8,128  $43,011  $1,506 


Troubled Debt Restructurings (“TDR”) at September 30, 2019, December 31, 2018 and September 30, 2018 totaled $11.2 million, $14.6 million and $16.6 million, respectively. TDRs that were in accrual status totaled $3.5 million, $3.1 million and $15.5 million for the same comparative periods. At September 30, 2019, the Company had a related allowance for loan losses of $1.8 million allocated to these TDRs, compared to $4.3 million at December 31, 2018 and $3.7 million at September 30, 2018. TDR activity by portfolio segment for the three and nine months ended September 30, 2019 and 2018 is presented in the table below.

  

Three Months Ended September 30, 2019

  

Nine Months Ended September 30, 2019

 
      

Pre-

  

Post-

      

Pre-

  

Post-

 
      

Modification

  

Modification

      

Modification

  

Modification

 
      

Outstanding

  

Outstanding

      

Outstanding

  

Outstanding

 
  

Number of

  

Recorded

  

Recorded

  

Number of

  

Recorded

  

Recorded

 
  

Contracts

  

Investment

  

Investment

  

Contracts

  

Investment

  

Investment

 
  

(In Thousands)

 

Troubled Debt Restructurings

                        

Commercial, financial and agricultural

  -  $-  $-   1  $2,742  $2,742 

Real estate - construction

  -   -   -   -   -   - 

Real estate - mortgage:

                        

Owner-occupied commercial

  -   -   -   -   -   - 

1-4 family mortgage

  -   -   -   -   -   - 

Other mortgage

  -   -   -   -   -   - 

Total real estate mortgage

  -   -   -   -   -   - 

Consumer

  -   -   -   -   -   - 
   -  $-  $-   1  $2,742  $2,742 

  

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 

The following table presents TDRs by portfolio segment which defaulted during the three and nine months ended September 30, 2019 and 2018, and which were modified in the previous twelve months (i.e., twelve months prior to default). For purposes of this disclosure, default is defined as 90 days past due and still accruing or placement on nonaccrual status. As of September 30, 2019, the Company’s TDRs have all resulted from term extensions, rather than from interest rate reductions or debt forgiveness.

  

Three Months Ended September 30,

  

Nine Months Ended September 30,

 
  

2019

  

2018

  

2019

  

2018

 
                 
  

(In thousands)

 

Defaulted during the period, where modified in a TDR twelve months prior to default

                

Commercial, financial and agricultural

 $-  $-  $325  $268 

Real estate - construction

  -   -   -   - 

Real estate - mortgage:

                

Owner-occupied commercial

  -   -   -   - 

1-4 family mortgage

  -   -   -   - 

Other mortgage

  -   -   -   - 

Total real estate mortgage

  -   -   -   - 

Consumer

  -   -   -   - 
  $-  $-  $325  $268 


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 9.7 years. At September 30, 2019, the Company had lease right-of-use assets and lease liabilities totaling $12.3 million and $12.4 million, respectively, which are reflected in other assets and other liabilities, respectively, in the Company’s Consolidated Balance Sheet.

Maturities of operating lease liabilities as of September 30, 2019 are as follows:

  

September 30, 2019

 
  

(In Thousands)

 

2019 (remaining)

 $819 

2020

  3,297 

2021

  2,680 

2022

  2,655 

2023

  2,181 

thereafter

  3,749 

Total lease payments

  15,381 

Less: imputed interest

  (2,977)

Present value of operating lease liabilities

 $12,404 

As of September 30, 2019, the weighted average remaining term of operating leases is 5.8 years and the weighted average discount rate used in the measurement of operating lease liabilities was 2.88%.

Operating cash flows related to leases were $888,000 and $2,451,000 for the three and nine months ended September 30, 2019, respectively.

Lease costs during the three and nine months ended September 30, 2019 were as follows (in thousands):

 

Three Months Ended September 30, 2019

 

Operating lease cost

$809 

Short-term lease cost

 8 

Variable lease cost

 49 

Sublease income

 (23)

Net lease cost

$843 
    
 

Nine Months Ended September 30, 2019

 

Operating lease cost

$2,500 

Short-term lease cost

 21 

Variable lease cost

 151 

Sublease income

 (35)

Net lease cost

$2,637 

NOTE 7 - EMPLOYEE AND DIRECTOR BENEFITS

Stock Options

The Company has a stock-based compensation plan as described below. The compensation cost that has been charged to earnings for the plan was approximately $294,000 and $781,000 for the three and nine months ended September 30, 2019 and $202,000 and $684,000 for the three and nine months ended September 30, 2018.


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, Performance Shares or Performance Units. The plan allows for the grant of incentive stock options and non-qualified stock options, and option awards are granted with an exercise price equal to the market value of the Company’s common stock at the date of grant. The maximum term of the options granted under the plan is ten years.

The Company estimates the fair value of each stock option award using a Black-Scholes-Merton valuation model that uses the assumptions noted in the following table. Expected volatility is based on historical volatilities of the Company’s common stock. 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.

  

2019

  

2018

 

Expected volatility

  40.00

%

  24.72

%

Expected dividends

  1.74

%

  1.06

%

Expected term (in years)

  6.7   6.3 

Risk-free rate

  2.56

%

  2.67

%

The weighted average grant-date fair value of options granted during the nine months ended September 30, 2019 and September 30, 2018 was $12.60 and $10.98, respectively.

The following table summarizes stock option activity during the nine months ended September 30, 2019 and September 30, 2018:

          

Weighted

     
      

Weighted

  

Average

     
      

Average

  

Remaining

  

Aggregate

 
      

Exercise

  

Contractual

  

Intrinsic

 
  

Shares

  

Price

  

Term (years)

  

Value

 
              

(In Thousands)

 

Nine Months Ended September 30, 2019:

                

Outstanding at January 1, 2019

  1,238,748  $13.02   5.2  $23,355 

Granted

  10,500   34.44   9.4   (14)

Exercised

  (239,300)  7.02   2.3   6,162 

Forfeited

  (20,200)  24.88   6.5   167 

Outstanding at September 30, 2019

  989,748   14.46   5.0  $18,603 
                 

Exercisable at September 30, 2019

  278,000  $7.36   3.1  $7,261 
                 

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 

As of September 30, 2019, there was approximately $1,198,000 of total unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized on the straight-line method over the next 1.3 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. As of September 30, 2019, there was $1,491,000 of total unrecognized compensation cost related to non-vested restricted stock. The cost is expected to be recognized evenly over the remaining 2.7 years of the restricted stock’s vesting period.


The following table summarizes restricted stock activity during the nine months ended September 30, 2019 and 2018, respectively:

  

Shares

  

Weighted Average Grant Date Fair Value

 

Nine Months Ended September 30, 2019:

        

Non-vested at January 1, 2019

  44,076  $38.44 

Granted

  33,774   33.60 

Vested

  (5,200)  20.31 

Forfeited

  (2,500)  38.17 

Non-vested at September 30, 2019

  70,150   37.46 
         

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   22.18 

NOTE 8 - DERIVATIVES

The Company has entered into agreements with secondary market investors to deliver loans on a “best efforts delivery” basis. When a rate is committed to a borrower, it is based on the best price that day and locked with the investor for the customer for a 30-day period. In the event the loan is not delivered to the investor, the Company has no risk or exposure with the investor. The interest rate lock commitments related to loans that are originated for later sale are classified as derivatives. The fair values of the Company’s rate lock commitments to customers as of September 30, 2019 and December 31, 2018 were not material.

NOTE 9 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 were effective for the Company on January 1, 2019. The Company elected the three practical expedients allowed by the amendments as follows: 1) forego an assessment of 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 $15.6 million and did not restate comparative periods. There was no impact on the Company’s consolidated statements of income or cash flows. See Note 6 – Leases for additional information.

In June 2018, the FASB issued ASU 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 Statements because the Company 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 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 were effective for the Company as of January 1, 2019. The amendments in this ASU did not impact the Company’s Consolidated Financial Statements, as the Company has always amortized premiums to the first call date.


NOTE 10 - RECENT ACCOUNTING PRONOUNCEMENTS

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. The amendments in this ASU are effective for the company for fiscal years and interim periods within those fiscal years beginning after December 15, 2019. The Company has established a cross-functional implementation team with assigned roles and responsibilities, key tasks to complete, and a general timeline to be followed.  The team meets regularly to discuss the latest developments and ensure progress is being made on the adoption plan.  The Company has contracted with a third-party provider for enhanced modeling techniques that incorporate the loss measurement requirements in these amendments and is in the process of finalizing and documenting the methodologies that will be utilized, including challenging estimated credit loss model assumptions and outputs and refining the qualitative framework.  The team is also currently developing controls, processes, policies and disclosures in preparation for performing a complete parallel run in the fourth quarter of 2019.  The Company has scheduled an independent third-party validation of the new model(s) and anticipate completion during the fourth quarter of 2019.  The Company continues to evaluate the impact adoption of ASU 2016-13 will have on its consolidated financial statements and disclosures, and while currently unable to  reasonably estimate the impact of adopting the ASU, the Company expects that the impact of adoption could be significantly influenced by the composition, characteristics and quality of its loan portfolio as well as the prevailing economic conditions and forecasts as of the adoption date.

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.

NOTE 11 - FAIR VALUE MEASUREMENT

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

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

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

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

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

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


Impaired Loans. Impaired loans are measured and reported at fair value when full payment under the loan terms is not probable.  Impaired loans are carried at the present value of expected future cash flows using the loan’s existing rate in a discounted cash flow calculation, or the fair value of the collateral if the loan is collateral-dependent.  Expected cash flows are based on internal inputs reflecting expected default rates on contractual cash flows.  This method of estimating fair value does not incorporate the exit-price concept of fair value described in ASC 820-10 and would generally result in a higher value than the exit-price approach.  For loans measured using the estimated fair value of collateral less costs to sell, fair value is generally determined based on appraisals performed by certified and licensed appraisers using inputs such as absorption rates, capitalization rates and market comparables, adjusted for estimated costs to sell.  Management modifies the appraised values, if needed, to take into account recent developments in the market or other factors, such as changes in absorption rates or market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition.  Such modifications to the appraised values could result in lower valuations of such collateral.  Estimated costs to sell are based on current amounts of disposal costs for similar assets.  These measurements are classified as Level 3 within the valuation hierarchy.  Impaired loans are subject to nonrecurring fair value adjustment upon initial recognition or subsequent impairment.  A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance.  Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly based on the same factors identified above.  The amount recognized as an impairment charge related to impaired loans that are measured at fair value on a nonrecurring basis was $7.7 million and $16.1 million during the three and nine months ended September 30, 2019, respectively, and $4.9 million and $8.8 million during the three and nine months ended September 30, 2018, respectively.

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. 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 and repossessed assets of $58,000 and $303,000 was recognized for the three and nine months ended September 30, 2019, respectively, and $228,000 and $581,000 for the three and nine months ended September 30, 2018, 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 classified within Level 3 of the hierarchy.

There was one residential real estate loan with a balance of $425,000 that was foreclosed during the third quarter 2019 and classified as OREO as of September 30, 2019.

The following table presents the Company’s financial assets and financial liabilities carried at fair value on a recurring basis as of September 30, 2019 and December 31, 2018:

  

Fair Value Measurements at September 30, 2019 Using

     
  

Quoted Prices in

             
  

Active Markets

  

Significant Other

  

Significant

     
  

for Identical

  

Observable Inputs

  

Unobservable

     
  

Assets (Level 1)

  

(Level 2)

  

Inputs (Level 3)

  

Total

 

Assets Measured on a Recurring Basis:

 

(In Thousands)

 

Available-for-sale debt securities:

                

U.S. Treasury securities

 $-  $52,198  $-  $52,198 

Government Agency securities

  -   18,361   -   18,361 

Mortgage-backed securities

  -   402,639   -   402,639 

State and municipal securities

  -   65,568   -   65,568 

Corporate debt

  -   142,645   6,610   149,255 

Total assets at fair value

 $-  $681,411  $6,610  $688,021 

  

Fair Value Measurements at December 31, 2018 Using

     
  

Quoted Prices in

             
  

Active Markets

  

Significant Other

  

Significant

     
  

for Identical

  

Observable Inputs

  

Unobservable

     
  

Assets (Level 1)

  

(Level 2)

  

Inputs (Level 3)

  

Total

 

Assets Measured on a Recurring Basis:

 

(In Thousands)

 

Available-for-sale debt securities:

                

U.S. Treasury securities

 $-  $58,428  $-  $58,428 

Government Agency securities

  -   18,565   -   18,565 

Mortgage-backed securities

  -   304,304   -   304,304 

State and municipal securities

  -   105,994   -   105,994 

Corporate debt

  -   96,375   6,518   102,893 

Total assets at fair value

 $-  $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, 2019 and December 31, 2018:

  

Fair Value Measurements at September 30, 2019

     
  

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)

 

Impaired loans

 $-  $-  $42,205  $42,205 

Other real estate owned and repossessed assets

  -   -   5,337   5,337 

Total assets at fair value

 $-  $-  $47,542  $47,542 

  

Fair Value Measurements at December 31, 2018

     
  

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)

 

Impaired loans

 $-  $-  $30,463  $30,463 

Other real estate owned and repossessed assets

  -   -   5,169   5,169 

Total assets at fair value

 $-  $-  $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 estimated fair values of the Company’s financial instruments not measured at fair value on a recurring or non-recurring basis as of September 30, 2019 and December 31, 2018 were as follows:

  

September 30, 2019

  

December 31, 2018

 
  

Carrying

      

Carrying

     
  

Amount

  

Fair Value

  

Amount

  

Fair Value

 
  

(In Thousands)

 

Financial Assets:

                

Level 1 inputs:

                

Cash and due from banks

 $572,429  $572,429  $458,050  $458,050 
                 

Level 2 inputs:

                

Federal funds sold

  474,298   474,298   223,845   223,845 

Mortgage loans held for sale

  8,691   8,656   120   121 
                 

Level 3 inputs:

                

Held to maturity debt securities

  250   250   -   - 

Loans, net

  6,902,672   6,816,956   6,464,899   6,398,604 
                 

Financial liabilities:

                

Level 2 inputs:

                

Deposits

 $7,724,158  $7,728,323  $6,915,708  $6,910,176 

Federal funds purchased

  370,231   370,231   288,725   288,725 

Other borrowings

  64,693   64,629   64,666   64,613 


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

The following discussion and analysis is designed to provide a better understanding of various factors relating to the results of operations and financial condition of ServisFirst Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, ServisFirst Bank (the “Bank”).Bank. This discussion is intended to supplement and highlight information contained in the accompanying unaudited consolidated financial statements as of and for the three and ninesix months ended SeptemberJune 30, 20192020 and SeptemberJune 30, 2018.

2019.

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 (the “Exchange Act”) and Section 27A of the Securities Act of 1933. The words “believe,” “expect,” “anticipate,” “project,” “plan,” “intend,” “will,” “could,” “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: the global health and economic crisis precipitated by the COVID-19 outbreak; 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; economic crisis and associated credit issues in industries most impacted by the COVID-19 outbreak, including but not limited to, the restaurant, hospitality and retail sectors;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, our Quarterly Reports on Form 10-Q for fiscal year 2020 and our other SEC filings. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained herein. Accordingly, you should not place undue reliance on any forward-looking statements, which speak only as of the date made. 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 and two loan production offices located in Alabama, Tampa Bay, Sarasota and Pensacola,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 of Second Quarter 2020 Results
 of Third Quarter 2019 Results

As of SeptemberJune 30, 2019,2020, we had consolidated total assets of $9.01$11.01 billion, up $997.7 million,$2.27 billion, or 12.5%26%, when compared to consolidated assets of $8.01$8.74 billion at December 31, 2018.2019. Total loans were $7.02$8.31 billion at SeptemberJune 30, 2019,2020, up $488.6 million,$1.35 billion, or 7.5%19%, from $6.53$6.97 billion at December 31, 2018.2019. Total deposits were $7.72$9.34 billion at SeptemberJune 30, 2019,2020, up $808.5 million,$1.94 billion, or 11.7%26%, from $6.92$7.40 billion at December 31, 2018.

2019.

Net income available to common stockholders for the three months ended SeptemberJune 30, 20192020 was $37.6$40.4 million, an increase of $3.0$4.8 million, or 8.7%13.5%, from $34.6$35.6 million for the corresponding period in 2018.2019. Basic and diluted earnings per common share were $0.70$0.75 and $0.69,$0.75, respectively, for the three months ended SeptemberJune 30, 2019,2020, compared to basic and diluted earnings per common share of $0.65$0.67 and $0.64$0.66 for the corresponding period in 2018.

2019.

4

Net income available to common stockholders for the ninesix months ended SeptemberJune 30, 20192020 was $108.2$75.2 million, an increase of $7.5$4.6 million, or 7.4%6.5%, from $100.7$70.6 million for the corresponding period in 2018.2019. Basic and diluted earnings per common share were $2.02$1.40 and $2.00,$1.39, respectively, for the ninesix months ended SeptemberJune 30, 2019,2020, compared to $1.89$1.32 and $1.86,$1.31, respectively, for the corresponding period in 2018.

2019.

Critical Accounting Policies

The accounting and financial policies of the Company conform to U.S. generally accepted accounting principles (“U.S. GAAP”) and to general practices within the banking industry. To prepare consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, valuation of foreclosed real estate, deferred taxes, and fair value of financial instruments are particularly subject to change. Information concerning our accounting policies with respect to these items is available in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018.

2019.

Financial Condition

Cash and Cash Equivalents

At SeptemberJune 30, 2019,2020, we had $474.3$2.3 million in federal funds sold, compared to $223.8$100.5 million at December 31, 2018.2019. We also maintain balances at the Federal Reserve Bank of Atlanta, which earn interest. At SeptemberJune 30, 2019,2020, we had $72.0 million$1.30 billion in balances at the Federal Reserve, compared to $41.9$61.9 million at December 31, 2018.2019. The increase in balances we keep on depositkept at the Federal Reserve will fluctuate dependingin 2020 result from federal stimulus funds on deposit with us by our net funding position and on our abilitycustomers stemming from the COVID-19 pandemic. We expect these funds to earn higher rates on balances at other correspondent banks.

be temporary in nature.

Debt Securities

Debt securities available for sale totaled $688.0$856.1 million at SeptemberJune 30, 20192020 and $590.2$759.4 million at December 31, 2018.2019. Investment securities held to maturity totaled $250,000 at SeptemberJune 30, 2019.2020. We had paydowns of $48.5$51.4 million on mortgage-backed securities and government agencies, maturities of $40.1$21.2 million on municipal bonds, corporate securities and treasury securities, and calls of $8.1$5.9 million on U.S. government agencies and municipal securities during the ninesix months ended SeptemberJune 30, 2019.2020. We purchased $122.7$82.6 million in mortgage-backed securities and $52.9$86.0 million in corporate securities during the first ninesix months of 2019.2020. For a tabular presentation of debt securities available for sale and held to maturity at SeptemberJune 30, 20192020 and December 31, 2018,2019, see “Note 4 – Securities” in our Notes to Consolidated Financial Statements.

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

Each quarter, management assesses whether there have been events or economic circumstances indicating that a security on which there is an unrealized loss is other-than-temporarily impaired. Management considers several factors, including the amount and duration of the impairment; the intent and ability of the Company to hold the security for a period sufficient for a recovery in value; and known recent events specific to the issuer or its industry. In analyzing an issuer’s financial condition, management considers whether the securities are issued by agencies of the federal government, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports, among other things. As we currently do not have the intent to sell these securities and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis, which may be at maturity, and impairment positions at SeptemberJune 30, 20192020 are interest-rate driven, no declines are deemed to be other than temporary. We will continue to evaluate our investment securities for possible other-than-temporary impairment, which could result in non-cash charges to earnings in one or more future periods. All securities held are traded in liquid markets.


The Company does not invest in collateralized debt obligations (“CDOs”). We have $149.3At June 30, 2020, we had $237.4 million of bank holding company subordinated notes. All of these notes 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 SeptemberJune 30, 20192020 has a combined average credit rating of AA.

5

The carrying value of investment securities pledged to secure public funds on deposit and for other purposes was $408.9$431.0 million and $291.6$389.9 million as of SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively.

Loans

As of June 30, 2020, there are 244 loans outstanding totaling $342.0 million that have payment deferrals in connection with the COVID-19 relief provided by the CARES Act. Of these 244 payment deferrals, 164 were principal only deferrals totaling $102.4 million, 45 were interest only deferrals totaling $151.1 million and 35 were principal and interest deferrals totaling $88.5 million. The amount of accrued interest related to payment deferrals totaled $6.1 million at June 30, 2020. These deferrals were generally no more than three months in duration and were not considered troubled debt restructurings based on interagency guidance issued in March 2020.
We had total loans of $7.02$8.32 billion at SeptemberJune 30, 2019,2020, an increase of $488.6 million,$1.05 billion, or 7.5%14.5%, compared to $6.53$7.26 billion at December 31, 2018. At September 30, 2019,2019. During the second quarter of 2020 we originated approximately 4,800 PPP loans totaling $1.05 billion. Over 4,000 of these loans have a balance of less than $350,000. The percentage of our loans in each of our regions were as follows:

  

Percentage of Total Loans in MSA

 

Birmingham-Hoover,Birmingham, AL MSA

  39.839.3

%

Dothan, AL MSA

9.4

%

Huntsville, AL MSA

  8.6

%

Mobile,Dothan, AL MSA

  6.78.7

%

Montgomery, AL MSA

  5.85.7

%

Total Alabama MSAs

70.3

%

Pensacola-Ferry Pass-Brent, FL MSA

Mobile, AL
  6.2

%

Tampa-St. Petersburg-Clearwater, FL MSA

Total Alabama MSAs
  3.768.5

%

Total Florida MSAs

Pensacola, FL
  9.96.3

%

Atlanta-Sandy Springs-Roswell, GA MSA

West Florida (1)
  6.24.8

%

Nashville-Davidson-Murfreesboro-Franklin, TN MSA

Total Florida MSAs
  10.111.1

%

Charleston-North Charleston, SC MSA

Nashville, TN
  3.59.5

%

Atlanta, GA6.5%
Charleston, SC4.4%

Loans in our new Sarasota, Florida office are included

Asset Quality
The Company determined to delay its adoption of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)” until the earlier of the date on which the national emergency concerning COVID-19 terminates or December 31, 2020, as outlined in the Tampa-St. Petersburg-Clearwater, FL MSA line inCARES Act, with an effective retrospective implementation date of January 1, 2020.  Accordingly, the table above.  The amountCompany will continue to use the incurred loss methodology to calculate the allowance for loan losses until the earlier of loans in our Sarasota office were negligible as of September 30, 2019.

Asset Quality

either event.

The allowance for loan losses, sometimes referred to as the “ALLL,” 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 ALLL, 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 ALLL at an adequate level. Loan losses are charged against the ALLL when management believes that the future collection of principal is unlikely. Subsequent recoveries, if any, are credited to the ALLL. If the ALLL is considered inadequate to absorb future loan losses on existing loans for any reason, including but not limited to, increases in the size of the loan portfolio, increases in charge-offs or changes in the risk characteristics of the loan portfolio, then the provision for loan losses is increased. The Company is following its established policies and procedures in applying the entirety of the $7.4 million payment resulting from the state sponsored loan guarantee program termination to the allowance for loan losses. Our management believes that the allowance was adequate at SeptemberJune 30, 2019.

2020.

Our management reviews the adequacy of the ALLL on a quarterly basis. The ALLL calculation is segregated into various segments that include classified loans, loans with specific allocations and pass rated loans. A pass rated loan is generally characterized by a very low to average risk of default and in which management perceives there is a minimal risk of loss. Loans are rated using a nine-point risk grade scale with loan officers having the primary responsibility for assigning risk grades and for the timely reporting of changes in the risk grades. Based on these processes, and the assigned risk grades, the criticized and classified loans in the portfolio are segregated into the following regulatory classifications: Special Mention, Substandard, Doubtful or Loss, with some general allocation of reserve based on these grades. At SeptemberJune 30, 2019,2020, total loans rated Special Mention, Substandard, and Doubtful were $148.2$141.3 million, or 2.1%1.7% of total loans, compared to $139.0$123.7 million, or 2.1%1.7% of total loans, at December 31, 2018.2019. 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 ALLL 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, including the economic distress caused by the COVID-19 pandemic 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.


6


Loans are considered impaired when, based on current information and events, it is probable that the bankBank will be unable to collect all amounts due according to the original terms of the loan agreement. The collection of all amounts due according to contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduled in the loan agreement. Impaired loans are reviewed specifically and separately under FASB ASC 310-30-35, Subsequent Measurement of Impaired Loans, to determine the appropriate reserve allocation. Impaired loans are measured based on the present value of expected future cash flows discounted at the interest rate implicit in the original loan agreement, or, as a practical expedient, 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.

During the third quarter of 2019, the Company recorded a $7.4 million payment resulting from the termination of a Loan Guarantee Program (“LGP”) operated by the State of Alabama. The payment was recorded as an increase to the allowance for loan losses specifically related to loans formerly enrolled in this program, in accordance with the Company’s established ALLL review and evaluation criteria.  In general, loans enrolled in the program had a collateral shortfall or other enhanced credit risk. In return for the Company’s acceptance of these higher risk loans, the Company received a guarantee of up to 50% of losses in the event of a borrower’s default.  These were loans that would have otherwise not met the Company’s loan underwriting criteria.  The program required a 1% fee on the commitment balance at origination.  As of September 30, 2019, the Company had 72 loans outstanding totaling $44.3 million that were formerly enrolled in the loan guarantee program. 

The following table presents a summary of changes in the allowance for loan losses for the three and ninesix months ended SeptemberJune 30, 20192020 and 2018:

  

As of and for the Three Months Ended

  

As of and for the Nine Months Ended

 
  

September 30,

  

September 30,

 
  

2019

  

2018

  

2019

  

2018

 
  

(Dollars in thousands)

 

Total loans outstanding, net of unearned income

 $7,022,069  $6,363,531  $7,022,069  $6,363,531 

Average loans outstanding, net of unearned income

 $6,961,270  $6,233,377  $6,785,257  $6,036,547 

Allowance for loan losses at beginning of period

  71,386   64,239   68,600   59,406 

Charge-offs:

                

Commercial, financial and agricultural loans

  3,626   3,923   10,273   6,743 

Real estate - mortgage

  4,974   48   5,193   869 

Consumer loans

  172   76   453   211 

Total charge-offs

  8,772   4,047   15,919   7,823 

Recoveries:

                

Commercial, financial and agricultural loans

  126   52   255   229 

Real estate - construction

  -   4   2   108 

Real estate - mortgage

  1   1   11   44 

Consumer loans

  60   6   83   31 

Total recoveries

  187   63   351   412 

Net charge-offs

  8,585   3,984   15,568   7,411 
Allocation from LGP  7,406   -   7,406   - 

Provision for loan losses

  6,985   6,624   16,754   14,884 

Allowance for loan losses at period end

 $77,192  $66,879  $77,192  $66,879 

Allowance for loan losses to period end loans

  1.10

%

  1.05

%

  1.10

%

  1.05

%

Net charge-offs to average loans

  0.49

%

  0.25

%

  0.31

%

  0.16

%

Management believes that the comprehensive allowance analysis developed by our credit administration group is in compliance with all current regulatory guidelines; however, actual losses could differ from management’s estimates.

2019:

  As of and for the
Three Months Ended
  As of and for the
Six Months Ended
 
  June 30,  June 30, 
  2020  2019  2020  2019 
  (Dollars in thousands) 
Total loans outstanding, net of unearned income $8,315,375  $6,968,886  $8,315,375  $6,968,886 
Average loans outstanding, net of unearned income $8,333,704  $6,789,051  $7,847,426  $6,695,792 
Allowance for loan losses at beginning of period  85,414   70,207   76,584   68,600 
Charge-offs:                
Commercial, financial and agricultural loans  1,358   3,610   3,998   6,647 
Real estate - construction  376   -   830   - 
Real estate - mortgage  2,520   169   4,198   219 
Consumer loans  62   63   120   281 
Total charge-offs  4,316   3,842��  9,146   7,147 
Recoveries:                
Commercial, financial and agricultural loans  84   117   146   129 
Real estate - construction  1   -   2   1 
Real estate - mortgage  13   4   14   11 
Consumer loans  28   16   40   23 
Total recoveries  126   137   202   164 
Net charge-offs  4,190   3,705   8,944   6,983 
Provision for loan losses  10,283   4,884   23,867   9,769 
Allowance for loan losses at period end $91,507  $71,386  $91,507  $71,386 
Allowance for loan losses to period end loans  1.10%  1.02%  1.10%  1.02%
Net charge-offs to average loans  0.20%  0.22%  0.23%  0.21%
7

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 at SeptemberJune 30, 20192020 and December 31, 2018:

      

Percentage of loans

 
      

in each category

 

September 30, 2019

 

Amount

  

to total loans

 
  

(In Thousands)

 

Commercial, financial and agricultural

 $45,222   37.79

%

Real estate - construction

  3,192   7.85

%

Real estate - mortgage

  28,264   53.42

%

Consumer

  514   0.94

%

Total

 $77,192   100.00

%

      

Percentage of loans

 
      

in each category

 

December 31, 2018

 

Amount

  

to total loans

 
  

(In Thousands)

 

Commercial, financial and agricultural

 $39,016   38.47

%

Real estate - construction

  3,522   8.16

%

Real estate - mortgage

  25,508   52.39

%

Consumer

  554   0.99

%

Total

 $68,600   100.00

%

2019:
      Percentage of loans 
      in each category 
June 30, 2020 Amount  to total loans 
  (In Thousands) 
Commercial, financial and agricultural $47,986   42.07%
Real estate - construction  4,531   6.55%
Real estate - mortgage  38,399   50.65%
Consumer  591   0.73%
Total $91,507   100.00%

      Percentage of loans 
      in each category 
December 31, 2019 Amount  to total loans 
  (In Thousands) 
Commercial, financial and agricultural $43,666   37.13%
Real estate - construction  2,768   7.18%
Real estate - mortgage  29,653   54.80%
Consumer  497   0.89%
Total $76,584   100.00%

Nonperforming Assets

Total nonperforming loans, which include nonaccrual loans and loans 90 or more days past due and still accruing, increased $13.2 milliondecreased to $41.0$22.0 million at SeptemberJune 30, 2019,2020, compared to $27.8$36.1 million at December 31, 2018.2019. Of this total, nonaccrual loans of $35.7$16.9 million at SeptemberJune 30, 2019,2020 represented a net increasedecrease of $13.8$13.2 million from nonaccrual loans at December 31, 2018. One rural healthcare loan with a current balance of $11.6 million, originated by our Nashville, Tennessee region, was placed on nonaccrual status during the third quarter of 2019. Excluding credit card accounts, there were threetwo loans 90 or more days past due and still accruing totaling $5.2$5.1 million at SeptemberJune 30, 2019,2020, compared to threeseven loans totaling $5.7$6.0 million at December 31, 2018.2019. Troubled Debt Restructurings (“TDR”) at SeptemberJune 30, 20192020 and December 31, 20182019 were $11.2$1.6 million and $14.6$3.3 million, respectively. There were no loans newly classified as a TDR or renewals of existing TDRs for the three months ended September 30, 2019 and one renewal of an existing TDR totaling $2.7 million for the nine months ended September 30, 2019. There was one loan newly classified as TDR totaling $0.1 million and nine renewals of existing TDRs totaling $12.7 million for the three and nine months ended September 30, 2018. These TDRs are the result of term extensions rather than interest rate reductions or forgiveness of debt.

OREO and repossessed assets increased slightlydecreased to $5.3$6.5 million at SeptemberJune 30, 2019,2020, from $5.2$8.2 million at December 31, 2018. The total number of OREO and repossessed asset accounts was 12 at September 30, 2019 and December 31, 2018, respectively.2019. The following table summarizes OREO and repossessed asset activity for the ninesix months ended SeptemberJune 30, 20192020 and 2018:

  

Nine Months Ended September 30,

 
  

2019

  

2018

 
  

(In thousands)

 

Balance at beginning of period

 $5,169  $6,701 

Transfers from loans and capitalized expenses

  1,177   1,206 

Proceeds from sales

  (727)  (1,572)

Internally financed sales

  -   (130)

Write-downs / net gain (loss) on sales

  (282)  (491)

Balance at end of period

 $5,337  $5,714 

2019:

  Six Months Ended June 30, 
  2020  2019 
  (In thousands) 
Balance at beginning of period $8,178  $5,169 
Transfers from loans and capitalized expenses  1,023   752 
Proceeds from sales  (852)  (48)
Internally financed sales  -   - 
Write-downs / net gain (loss) on sales  (1,812)  (224)
Balance at end of period $6,537  $5,649 
8

The following table summarizes our nonperforming assets and TDRs at SeptemberJune 30, 20192020 and December 31, 2018:

  

September 30, 2019

  

December 31, 2018

 
      

Number of

      

Number of

 
  

Balance

  

Loans

  

Balance

  

Loans

 
  

(Dollar Amounts In Thousands)

 

Nonaccrual loans:

                

Commercial, financial and agricultural

 $16,030   29  $10,503   16 

Real estate - construction

  1,588   2   997   1 

Real estate - mortgage:

                

Owner-occupied commercial

  15,127   4   3,358   2 

1-4 family mortgage

  1,480   6   2,046   9 

Other mortgage

  1,507   1   5,022   1 

Total real estate - mortgage

  18,114   11   10,426   12 

Consumer

  -   -   -   - 

Total Nonaccrual loans:

 $35,732   42  $21,926   29 
                 

90+ days past due and accruing:

                

Commercial, financial and agricultural

 $119   3  $605   10 

Real estate - construction

  -   -   -   - 

Real estate - mortgage:

                

Owner-occupied commercial

  118   1   -   - 

1-4 family mortgage

  112   1   123   1 

Other mortgage

  4,956   1   5,008   1 

Total real estate - mortgage

  5,186   3   5,131   2 

Consumer

  12   8   108   28 

Total 90+ days past due and accruing:

 $5,317   14  $5,844   40 
                 

Total Nonperforming Loans:

 $41,049   56  $27,770   69 
                 

Plus: Other real estate owned and repossessions

  5,649   12   5,169   12 

Total Nonperforming Assets

 $46,698   68  $32,939   81 
                 

Restructured accruing loans:

                

Commercial, financial and agricultural

 $2,742   1  $3,073   3 

Real estate - construction

  -   -   -   - 

Real estate - mortgage:

                

Owner-occupied commercial

  726   1   -   - 

1-4 family mortgage

  -   -   -   - 

Other mortgage

  -   -   -   - 

Total real estate - mortgage

  726   1   -   - 

Consumer

  -   -   -   - 

Total restructured accruing loans:

 $3,468   2  $3,073   3 
                 

Total Nonperforming assets and restructured accruing loans

 $50,166   70  $36,012   84 
                 

Ratios:

                

Nonperforming loans to total loans

  0.58

%

      0.43

%

    

Nonperforming assets to total loans plus other real estate owned and repossessions

  0.66

%

      0.50

%

    

Nonperforming assets plus restructured accruing loans to total loans plus other real estate owned and repossessions

  0.71

%

      0.55

%

    

2019:
  June 30, 2020  December 31, 2019 
      Number of      Number of 
  Balance  Loans  Balance  Loans 
  (Dollar Amounts In Thousands) 
Nonaccrual loans:                
Commercial, financial and agricultural $13,888   24  $14,729   29 
Real estate - construction  587   3   1,588   2 
Real estate - mortgage:                
Owner-occupied commercial  1,714   5   10,826   3 
1-4 family mortgage  683   7   1,440   5 
Other mortgage  -   -   1,507   1 
Total real estate - mortgage  2,397   12   13,773   9 
Consumer  9   1   -   - 
Total Nonaccrual loans: $16,881   40  $30,090   40 
                 
90+ days past due and accruing:                
Commercial, financial and agricultural $248   2  $201   3 
Real estate - construction  -   -   -   - 
Real estate - mortgage:                
Owner-occupied commercial  -   -   -   - 
1-4 family mortgage  -   -   873   5 
Other mortgage  4,861   1   4,924   1 
Total real estate - mortgage  4,861   1   5,797   6 
Consumer  24   6   23   8 
Total 90+ days past due and accruing: $5,133   9  $6,021   17 
                 
Total Nonperforming Loans: $22,014   49  $36,111   57 
                 
Plus: Other real estate owned and repossessions  6,537   11   8,178   12 
Total Nonperforming Assets $28,551   60  $44,289   69 
                 
Restructured accruing loans:                
Commercial, financial and agricultural $975   3  $625   2 
Real estate - construction  -   -   -   - 
Real estate - mortgage:                
Owner-occupied commercial  -   -   -   - 
1-4 family mortgage  -   -   -   - 
Other mortgage  -   -   -   - 
Total real estate - mortgage  -   -   -   - 
Consumer  -   -   -   - 
Total restructured accruing loans: $975   3  $625   2 
                 
Total Nonperforming assets and restructured accruing loans $29,526   63  $44,914   71 
                 
Ratios:                
Nonperforming loans to total loans  0.26%      0.50%    
Nonperforming assets to total loans plus other real estate owned and repossessions  0.34%      0.61%    
Nonperforming assets plus restructured accruing loans to total loans plus other real estate owned and repossessions  0.35%      0.62%    

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.

9

Impaired Loans and Allowance for Loan Losses

As of SeptemberJune 30, 2019,2020, we had impaired loans of $51.5$72.2 million inclusive of nonaccrual loans, an increase of $12.9$29.1 million from $38.6$43.1 million as of December 31, 2018.2019. This increase is primarily attributable to two commercial relationships newly classified as impaired during the first six months of 2020. Substandard loans are detailed in Note 5, “Loans”, within the credit quality indicator table. While total impaired loans have increased, our overall collateral exposure on these impairments has remained consistent. We allocated $9.3$9.8 million of our allowance for loan losses at SeptemberJune 30, 20192020 to these impaired loans, an increase of $2.5 millionunchanged compared to $6.8 million as of September 30, 2018.December 31, 2019. 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 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 loans is recognized as long as such loans do not meet the criteria for nonaccrual status. Our credit administration team performs verification and testing to ensure appropriate identification of impaired loans and that proper reserves are held on these loans.

Of the $51.5$72.2 million of impaired loans reported as of SeptemberJune 30, 2019, $21.92020, $63.5 million were commercial, financial and agricultural loans, $4.3 million$616,000 were real estate construction loans and $25.3$8.0 million were real estate mortgage loans.

Deposits

Total deposits were $7.72$9.34 billion at SeptemberJune 30, 2019,2020, an increase of $808.5 million,$1.8 billion, or 11.7%24.1%, over $6.92$7.53 billion at December 31, 2018.2019. Increased growth rates during 2020 have been the result of Paycheck Protection Program (“PPP”) lending in which our borrowers have retained portions of their proceeds in the Bank. 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 Balance Sheets and Net Interest Analysis on a Fully Taxable-Equivalent Basis” under the subheading “Net Interest Income.”


The following table summarizes balances of our deposits and the percentage of each type to the total at SeptemberJune 30, 20192020 and December 31, 2018:

  

September 30, 2019

  

December 31, 2018

 

Noninterest-bearing demand

 $1,678,672   21.73

%

 $1,557,341   22.52

%

Interest-bearing demand

  5,286,288   68.44

%

  4,624,909   66.88

%

Savings

  59,980   0.78

%

  53,880   0.78

%

Time deposits , $250,000 and under

  263,421   3.41

%

  257,925   3.73

%

Time deposits, over $250,000

  435,797   5.64

%

  421,653   6.10

%

  $7,724,158   100.00

%

 $6,915,708   100.00

%

2019:

  June 30, 2020  December 31, 2019 
Noninterest-bearing demand $2,678,893   28.67% $1,749,879   23.24%
Interest-bearing demand  5,786,886   61.94%  4,986,155   66.21%
Savings  77,387   0.83%  65,808   0.87%
Time deposits , $250,000 and under  277,278   2.97%  267,259   3.55%
Time deposits, over $250,000  422,474   4.52%  461,332   6.13%
Brokered CDs  100,000   1.07%  -   -%
  $9,342,918   100.00% $7,530,433   100.00%
Other Borrowings

Our borrowings consist of federal funds purchased and subordinated notes payable. We had $370.2$635.6 million and $288.7$470.7 million at SeptemberJune 30, 20192020 and December 31, 2018,2019, respectively, in federal funds purchased from correspondent banks that are clients of our correspondent banking unit. The average rate paid on these borrowings was 2.30%0.20% for the quarter ended SeptemberJune 30, 2019.2020. 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.

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.

10

The retention of existing deposits and attraction of new deposit sources through new and existing customers is critical to our liquidity position. If our liquidity were to decline due to a run-off in deposits, we have procedures that provide for certain actions under varying liquidity conditions. These actions include borrowing from existing correspondent banks, selling or participating loans, and curtailing loan commitments and funding. At SeptemberJune 30, 2019,2020, liquid assets, which are represented by cash and due from banks, federal funds sold and unpledged available-for-sale securities, totaled $1.37$1.99 billion. Additionally,At June 30, 2020, the Bank had additional borrowing availability of approximately $732.0$772.0 million in unused federal funds lines of credit with regional banks, subject to certain restrictions and collateral requirements. Additionally, the Bank had $2.73 billion in available lines from the Federal Reserve Bank-Atlanta. $1.68 billion of these lines from the Federal Reserve Bank-Atlanta are collateralized by loans of the Bank. The remaining $1.05 billion are collateralized by PPP loans originated by the Bank. We believe these sources of funding are adequate to meet our anticipated funding needs. Our management meets on a quarterly basis to review sources and uses of funding to determine the appropriate strategy to ensure an appropriate level of liquidity. At the current time, our long-term liquidity needs primarily relate to funds required to support loan originations and commitments and deposit withdrawals. Our regular sources of funding are from the growth of our deposit base, correspondent banking relationships and related federal funds purchased, repayment of principal and interest on loans, the sale of loans and the renewal of time deposits. In addition, we have issued debt as described above under “Other Borrowings”.

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

However, uncertainties brought about by the COVID-19 pandemic may adversely affect our ability to obtain funding or may increase the cost of funding.

The following table reflects the contractual maturities of our term liabilities as of SeptemberJune 30, 2019.2020. 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

 $7,024,940  $-  $-  $-  $- 

Certificates of deposit (2)

  699,218   414,249   199,408   85,561   - 

Federal funds purchased

  370,231   370,231   -   -   - 

Subordinated debentures

  64,750   -   -   -   64,750 

Operating lease commitments

  16,825   3,583   5,911   4,063   3,268 

Total

 $8,175,964  $788,063  $205,319  $89,624  $68,018 
  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 $8,464,353  $-  $-  $-  $- 
Certificates of deposit (2)  778,565   443,718   273,236   61,611   - 
Brokered certificates of deposit  100,000   50,000   50,000         
Federal funds purchased  635,606   635,606   -   -   - 
Subordinated debentures  64,750   -   -   -   64,750 
Operating lease commitments  11,833   1,515   4,813   3,080   2,425 
Total $10,055,107  $1,130,839  $328,049  $64,691  $67,175 
(1)Excludes interest.

(1)

(2)

Excludes interest.

(2)

Certificates of deposit give customers the right to early withdrawal.  Early withdrawals may be subject to penalties.  The penalty amount depends on the remaining time to maturity at the time of early withdrawal.


Capital Adequacy

Total stockholders’ equity attributable to us at SeptemberJune 30, 20192020 was $810.0$914.6 million, or 9.0%8.30% of total assets. At December 31, 2018,2019, total stockholders’ equity attributable to us was $714.7$842.2 million, or 8.9%9.41% of total assets.

As of SeptemberJune 30, 2019,2020, our most recent notification from the FDIC categorized us as well-capitalized under the regulatory framework for prompt corrective action. To remain categorized as well-capitalized, we must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios.

The final rules implementing 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, 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 solely 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 was phased in incrementally over time, beginning January 1, 2016 and became fully effective on January 1, 2019. As of January 1, 2019, an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets is required for compliance with the capital conservation buffer. The ratios for the Company and the Bank are currently sufficient to satisfy the fully phased-in conservation buffer.

11

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 SeptemberJune 30, 2019,2020, December 31, 20182019 and SeptemberJune 30, 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, 2019:

 

(Dollars in Thousands)

 

CET 1 Capital to Risk-Weighted Assets:

                        

Consolidated

 $790,168   10.39

%

 $342,283   4.50

%

  N/A   N/A 

ServisFirst Bank

  852,807   11.21

%

  342,269   4.50

%

 $494,389   6.50

%

Tier 1 Capital to Risk-Weighted Assets:

                        

Consolidated

  790,670   10.39

%

  456,377   6.00

%

  N/A   N/A 

ServisFirst Bank

  853,309   11.22

%

  456,359   6.00

%

  608,479   8.00

%

Total Capital to Risk-Weighted Assets:

                        

Consolidated

  933,055   12.27

%

  608,502   8.00

%

  N/A   N/A 

ServisFirst Bank

  931,001   12.24

%

  608,479   8.00

%

  760,598   10.00 

Tier 1 Capital to Average Assets:

                        

Consolidated

  790,670   8.88

%

  356,012   4.00

%

  N/A   N/A 

ServisFirst Bank

  853,309   9.59

%

  355,998   4.00

%

  444,997   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 September 30, 2018:

                        

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   120.05

%

  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

%

2019:
                  To Be Well Capitalized 
          For Capital Adequacy  Under Prompt Corrective 
  Actual  Purposes  Action Provisions 
  Amount  Ratio  Amount  Ratio  Amount  Ratio 
As of June 30, 2020: (Dollars in Thousands) 
CET 1 Capital to Risk-Weighted Assets:                        
Consolidated $881,539   11.26% $352,327   4.50%  N/A   N/A 
ServisFirst Bank  943,578   12.06%  352,219   4.50% $508,761   6.50%
Tier 1 Capital to Risk-Weighted Assets:                        
Consolidated  882,041   11.27%  469,769   6.00%  N/A   N/A 
ServisFirst Bank  944,080   12.06%  469,625   6.00%  626,167   8.00%
Total Capital to Risk-Weighted Assets:                        
Consolidated  1,038,763   13.27%  626,359   8.00%  N/A   N/A 
ServisFirst Bank  1,036,087   13.24%  626,167   8.00%  782,709   10.00 
Tier 1 Capital to Average Assets:                        
Consolidated  882,041   8.46%  417,188   4.00%  N/A   N/A 
ServisFirst Bank  944,080   9.06%  416,980   4.00%  521,225   5.00%
                         
As of December 31, 2019:                        
CET 1 Capital to Risk-Weighted Assets:                        
Consolidated $822,396   10.50% $342,283   4.50%  N/A   N/A 
ServisFirst Bank  885,172   11.30%  342,269   4.50% $494,389   6.50%
Tier 1 Capital to Risk-Weighted Assets:                        
Consolidated  822,896   10.50%  456,377   6.00%  N/A   N/A 
ServisFirst Bank  885,674   11.31%  456,359   6.00%  608,479   8.00%
Total Capital to Risk-Weighted Assets:                        
Consolidated  964,683   12.31%  608,502   8.00%  N/A   N/A 
ServisFirst Bank  962,758   12.29%  608,479   8.00%  760,598   10.00%
Tier 1 Capital to Average Assets:                        
Consolidated  822,896   9.13%  356,012   4.00%  N/A   N/A 
ServisFirst Bank  885,674   9.83%  355,998   4.00%  444,997   5.00%
                         
As of June 30, 2019:                        
CET 1 Capital to Risk-Weighted Assets:                        
Consolidated $759,998   10.18% $335,955   4.50%  N/A   N/A 
ServisFirst Bank  823,912   11.04%  335,942   4.50% $485,249   6.50%
Tier 1 Capital to Risk-Weighted Assets:                        
Consolidated  760,500   10.19%  447,940   6.00%  N/A   N/A 
ServisFirst Bank  824,414   11.04%  447,922   6.00%  597,230   8.00%
Total Capital to Risk-Weighted Assets:                        
Consolidated  897,070   12.02%  597,254   8.00%  N/A   N/A 
ServisFirst Bank  896,300   12.01%  597,230   8.00%  746,537   10.00%
Tier 1 Capital to Average Assets:                        
Consolidated  760,500   9.00%  338,030   4.00%  N/A   N/A 
ServisFirst Bank  824,414   9.76%  338,016   4.00%  422,520   5.00%

12


We are a legal entity separate and distinct from the bank.Bank. Our principal source of cash flow, including cash flow to pay dividends to our stockholders, is dividends the bankBank pays to us as the bank’sBank’s sole shareholder. Statutory and regulatory limitations apply to the bank’sBank’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 bankBank 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’sBank’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’sBank’s surplus is equal to at least 20% of its capital (our bank’sBank’s surplus currently exceeds 20% of its capital). Moreover, our bankBank 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 bankBank in any calendar year will exceed the total of (i) the bank’sBank’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’sBank’s surplus without the prior written approval of the Superintendent.

The bank’sBank’s payment of dividends may also be affected or limited by other factors, such as the requirement to maintain adequate capital above regulatory guidelines. The federal banking agencies have indicated that paying dividends that deplete a depository institution’s capital base to an inadequate level would be an unsafe and unsound banking practice. Under the Federal Deposit Insurance Corporation Improvement Act of 1991, a depository institution may not pay any dividends if payment would cause it to become undercapitalized or if it already is undercapitalized. Moreover, the federal agencies have issued policy statements that provide that bank holding companies and insured banks should generally only pay dividends out of current operating earnings. If, in the opinion of the federal banking regulators, the bankBank were engaged in or about to engage in an unsafe or unsound practice, the federal banking regulators could require, after notice and a hearing, that the bankBank stop or refrain from engaging in the questioned practice.

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 SeptemberJune 30, 2019,2020, we have reserved $0.5 million$500,000 for losses on such off-balance sheet arrangements consistent with guidance in the FRB’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$370,000 as of SeptemberJune 30, 20192020 and December 31, 20182019 for the settlement of any repurchase demands by investors.

Financial instruments whose contract amounts represent credit risk at SeptemberJune 30, 20192020 and December 31, 20182019 are as follows:

  

September 30, 2019

  

December 31, 2018

 
  

(In Thousands)

  

(In Thousands)

 

Commitments to extend credit

 $2,222,363  $1,985,801 

Credit card arrangements

  235,340   173,613 

Standby letters of credit

  54,799   40,590 
  $2,512,502  $2,200,004 

  June 30, 2020  December 31, 2019 
  (In Thousands)  (In Thousands) 
Commitments to extend credit $2,505,241  $2,303,788 
Credit card arrangements  270,218   248,617 
Standby letters of credit  65,585   48,394 
  $2,841,044  $2,600,799 
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.

13

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

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

Results of Operations

Summary of Net Income

Net income and net income available to common stockholders for the three months ended SeptemberJune 30, 20192020 was $37.6$40.4 million compared to net income and net income available to common stockholders of $34.6$35.6 million, respectively, for the three months ended SeptemberJune 30, 2018.2019. Net income and net income available to common stockholders for the ninesix months ended SeptemberJune 30, 20192020 was $108.2$75.2 million compared to net income and net income available to common stockholders of $100.7$70.6 million for the ninesix months ended SeptemberJune 30, 2018.2019. The increase in net income for the three months ended SeptemberJune 30, 20192020 over the same period in 20182019 was primarily attributable to a $6.1$13.1 million increase in net interest income resulting from a $1.58$1.9 billion increase in average earning assets, and a $1.1$1.3 million increase in non-interest income, led by increased mortgage banking income.revenue. The same key drivers contributed to the increase in net income for the ninesix months ended SeptemberJune 30, 20192020 compared to 20182019 resulting in a $18.0$22.0 million increase in net interest income on a $1.38$1.4 billion increase in average earning assets, and a $2.5$3.0 million increase in non-interest income. Credit card income led the increase in non-interest income for the nine months ended September 30, 2019 compared to 2018. Increases in non-interest expense of $2.5$2.8 million and $7.3$5.4 million and increases in income tax expense of $1.4 million and $3.8 million,$929,000, respectively, for the three and ninesix months ended SeptemberJune 30, 20192020 compared to 20182019 partially offset increases in income. Non-interest expense for the three months ended September 30, 2019 benefitted from a $1.7 million credit we recognized as a result of the Federal Deposit Insurance Corporation’s Small Bank Credit, which was applied toward our assessment during the third quarter. This credit is discussed in more detail below under the caption “Noninterest Expense.”

Basic and diluted net income per common share were $0.70 and $0.69, respectively,$0.75 for the three months ended SeptemberJune 30, 2019,2020, compared to $0.65$0.67 and $0.64,$0.66, respectively, for the corresponding period in 2018.2019. Basic and diluted net income per common share were $2.02$1.40 and $2.00,$1.39, respectively, for the ninesix months ended SeptemberJune 30, 2019,2020, compared to $1.89$1.32 and $1.86,$1.31, respectively, for the corresponding period in 2018.2019. Return on average assets for the three and ninesix months ended SeptemberJune 30, 20192020 was 1.67%1.55% and 1.70%1.54%, respectively, compared to 1.87%1.69% and 1.90%1.72%, respectively, for the corresponding periods in 2018.2019. Return on average common stockholders’ equity for the three and ninesix months ended SeptemberJune 30, 20192020 was 18.69%18.40% and 18.93%17.31%, respectively, compared to 20.42%18.72% and 20.88%19.06%, respectively, for the corresponding periods in 2018.

2019.

Net Interest Income and Net Interest Margin Analysis

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 $6.1$13.2 million, or 9.1%18.8%, to $73.1$83.3 million for the three months ended SeptemberJune 30, 20192020 compared to $67.0$70.1 million for the corresponding period in 2018,2019, and increased $17.8$22.1 million, or 9.1%15.9%, to $212.0$161.0 million for the ninesix months ended SeptemberJune 30, 20192020 compared to $194.2$138.9 million for the corresponding period in 2018.2019. This increase was primarily attributable to growth in average earning assets, which increased $1.58$1.91 billion, or 22.4%23.3%, from the third quarter of 2018 to the thirdsecond quarter of 2019 to the second quarter of 2020, and $1.38$1.40 billion, or 20.1%17.5%, from the ninesix months ended SeptemberJune 30, 20182019 to the same period in 2019.2020. The taxable-equivalent yield on interest-earning assets decreased to 4.65%3.80% for the three months ended SeptemberJune 30, 20192020 from 4.74%4.80% for the corresponding period in 20182019, and increaseddecreased to 4.76%4.10% for the ninesix months ended SeptemberJune 30, 20192020 from 4.63%4.82% for the corresponding period in 2018.2019. The yield on loans for the three months ended SeptemberJune 30, 20192020 was 5.17%4.31% compared to 5.03%5.23% for the corresponding period in 2018,2019, and 5.22%4.58% compared to 4.92%5.24% for the ninesix months ended SeptemberJune 30, 20192020 and SeptemberJune 30, 2018,2019, respectively. The cost of total interest-bearing liabilities increaseddecreased to 1.73%0.69% for the three months ended SeptemberJune 30, 20192020 compared to 1.33%1.83% for the corresponding period in 20182019, and increaseddecreased to 1.77%0.94% for the ninesix months ended SeptemberJune 30, 20192020 from 1.14%1.78% for the corresponding period in 2018.2019. Net interest margin for the three months ended SeptemberJune 30, 20192020 was 3.36%3.32% compared to 3.77%3.44% for the corresponding period in 2018,2019, and 3.45%3.44% for the ninesix months ended SeptemberJune 30, 20192020 compared to 3.80%3.50% for the corresponding period in 2018.  The Federal Reserve’s Open Market Committee has dropped their targeted federal funds rate by a total of 50 basis points during the third quarter of 2019 in two separate moves of 25 basis points each.  Our management has made efforts to drop the rates we pay on interest-bearing deposit accounts as part of management’s continuing response to reductions in the federal funds rate.

2019.

14

The following tables show, for the three and ninesix months ended SeptemberJune 30, 20192020 and SeptemberJune 30, 2018,2019, the average balances of each principal category of our assets, liabilities and stockholders’ equity, and an analysis of net interest revenue. The accompanying tables reflect changes in our net interest margin as a result of changes in the volume and rate of our interest-earning assets and interest-bearing liabilities for the same periods. Changes as a result of mix or the number of days in the periods have been allocated to the volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. The tables are presented on a taxable-equivalent basis where applicable:

Average Balance Sheets and Net Interest Analysis 
On a Fully Taxable-Equivalent Basis 
For the Three Months Ended June 30, 
(In thousands, except Average Yields and Rates) 
                         
  2020  2019 
      Interest  Average      Interest  Average 
  Average  Earned /  Yield /  Average  Earned /  Yield / 
  Balance  Paid  Rate  Balance  Paid  Rate 
Assets:                        
Interest-earning assets:                        
Loans, net of unearned income (1)(2)                        
Taxable $8,301,775  $89,042   4.31% $6,756,927  $88,280   5.24%
Tax-exempt (3)  31,929   327   4.12   32,124   307   3.83 
Total loans, net of unearned income  8,333,704   89,369   4.31   6,789,051   88,587   5.23 
Mortgage loans held for sale  13,278   69   2.09   5,208   50   3.85 
Investment securities:                        
Taxable  761,575   5,092   2.67   565,491   4,192   2.97 
Tax-exempt (3)  38,201   250   2.62   77,364   406   2.10 
Total investment securities (4)  799,776   5,342   2.67   642,855   4,598   2.86 
Federal funds sold  83,274   33   0.16   323,714   1,998   2.48 
Interest-bearing balances with banks  849,549   360   0.17   411,481   2,593   2.53 
Total interest-earning assets $10,079,581  $95,173   3.80  $8,172,309  $97,826   4.80 
Non-interest-earning assets:                        
Cash and due from banks  76,212           76,988         
Net fixed assets and equipment  57,446           58,607         
Allowance for loan losses, accrued interest and other assets  248,702           156,264         
Total assets $10,461,941          $8,464,168         
                         
Liabilities and stockholders' equity:                     
Interest-bearing liabilities:                        
Interest-bearing demand deposits $992,848  $875   0.35% $909,847  $2,004   0.88%
Savings deposits  72,139   75   0.42   54,391   77   0.57 
Money market accounts  4,285,907   5,555   0.52   3,932,459   18,418   1.88 
Time deposits  877,448   4,251   1.95   694,414   3,741   2.16 
Total interest-bearing deposits  6,228,342   10,756   0.69   5,591,111   24,240   1.74 
Federal funds purchased  572,990   310   0.22   418,486   2,681   2.57 
Other borrowings  64,711   781   4.85   64,680   781   4.84 
Total interest-bearing liabilities $6,866,043  $11,847   0.69% $6,074,277  $27,702   1.83%
Non-interest-bearing liabilities:                        
Non-interest-bearing demand deposits  2,646,030           1,591,722         
Other liabilities  69,061           35,161         
Stockholders' equity  862,500           763,742         
Accumulated other comprehensive loss  18,307           (734)        
Total liabilities and stockholders' equity $10,461,941          $8,464,168         
Net interest income     $83,326          $70,124     
Net interest spread          3.11%          2.97%
Net interest margin          3.32%          3.44%

Average Balance Sheets and Net Interest Analysis

 

On a Fully Taxable-Equivalent Basis

 

For the Three Months Ended September 30,

 

(In thousands, except Average Yields and Rates)

 
                         
  

2019

  

2018

 
      

Interest

  

Average

      

Interest

  

Average

 
  

Average

  

Earned /

  

Yield /

  

Average

  

Earned /

  

Yield /

 
  

Balance

  

Paid

  

Rate

  

Balance

  

Paid

  

Rate

 

Assets:

                        

Interest-earning assets:

                        

Loans, net of unearned income (1)(2)

                        

Taxable

 $6,927,075  $90,426   5.18

%

 $6,203,372  $78,702   5.03

%

Tax-exempt (3)

  34,195   343   3.98   30,005   298   3.94 

Total loans, net of unearned income

  6,961,270   90,769   5.17   6,233,377   79,000   5.03 

Mortgage loans held for sale

  6,482   40   2.45   3,538   37   4.15 

Investment securities:

                        

Taxable

  595,405   4,367   2.93   482,571   3,276  ��2.72 

Tax-exempt (3)

  59,992   332   2.21   105,592   646   2.45 

Total investment securities (4)

  655,397   4,699   2.87   588,163   3,922   2.67 

Federal funds sold

  312,968   1,768   2.24   163,453   892   2.17 

Interest-bearing balances with banks

  690,973   3,912   2.25   61,867   316   2.03 

Total interest-earning assets

 $8,627,090  $101,188   4.65  $7,050,398  $84,167   4.74 

Non-interest-earning assets:

                        

Cash and due from banks

  71,418           76,800         

Net fixed assets and equipment

  58,243           58,873         

Allowance for loan losses, accrued interest and other assets

  162,654           128,843         

Total assets

 $8,919,405          $7,314,914         
                         

Liabilities and stockholders' equity:

                     

Interest-bearing liabilities:

                        

Interest-bearing demand deposits

 $900,754  $1,904   0.84

%

 $819,807  $1,378   0.67

%

Savings deposits

  57,431   87   0.60   53,835   70   0.52 

Money market accounts

  4,265,435   18,900   1.76   3,305,293   11,087   1.33 

Time deposits

  703,278   3,897   2.20   643,260   2,675   1.65 

Total interest-bearing deposits

  5,926,898   24,788   1.66   4,822,195   15,210   1.25 

Federal funds purchased

  441,526   2,557   2.30   229,016   1,204   2.09 

Other borrowings

  64,689   781   4.79   64,652   781   4.79 

Total interest-bearing liabilities

 $6,433,113  $28,126   1.73

%

 $5,115,863  $17,195   1.33

%

Non-interest-bearing liabilities:

                        

Non-interest-bearing demand deposits

  1,654,928           1,511,410         

Other liabilities

  34,070           16,333         

Stockholders' equity

  792,284           678,839         

Accumulated other comprehensive loss

  5,010           (7,531)        

Total liabilities and stockholders' equity

 $8,919,405          $7,314,914         

Net interest income

     $73,062          $66,972     

Net interest spread

          2.92

%

          3.41

%

Net interest margin

          3.36

%

          3.77

%

(1)

(1)

Non-accrual loans are included in average loan balances in all periods. Loan fees of $1,573$3,650 and $985$914 are included in interest income in the thirdsecond quarter of 2020 and 2019, and 2018, respectively.

Loan fees in 2020 include amortization of PPP loan fees.

(2)

Net accretion on acquired loan discounts of $22$53 is included in interest income in the thirdsecond quarter of 2018.

2019.

(3)

Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 21%.

(4)

Unrealized gains (losses) of $6,287$133 and $(9,590)$(985) are excluded from the yield calculation in the thirdsecond quarter of 2020 and 2019, and 2018, respectively.


15

  

For the Three Months Ended September 30,

 
  

2019 Compared to 2018 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

 $9,394  $2,330  $11,724 

Tax-exempt

  42   3   45 

Total loans, net of unearned income

  9,436   2,333   11,769 

Mortgages held for sale

  22   (19)  3 

Debt securities:

            

Taxable

  812   279   1,091 

Tax-exempt

  (257)  (57)  (314)

Total debt securities

  555   222   777 

Federal funds sold

  844   32   876 

Interest-bearing balances with banks

  3,558   38   3,596 

Total interest-earning assets

  14,415   2,606   17,021 
             

Interest-bearing liabilities:

            

Interest-bearing demand deposits

  146   380   526 

Savings

  5   12   17 

Money market accounts

  3,712   4,101   7,813 

Time deposits

  268   954   1,222 

Total interest-bearing deposits

  4,131   5,447   9,578 

Federal funds purchased

  1,220   133   1,353 

Other borrowed funds

  -   -   - 

Total interest-bearing liabilities

  5,351   5,580   10,931 

Increase in net interest income

 $9,064  $(2,974) $6,090 

Increases


  For the Three Months Ended June 30, 
  2020 Compared to 2019 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 $17,985  $(17,223) $762 
Tax-exempt  (2)  22   20 
Total loans, net of unearned income  17,983   (17,201)  782 
Mortgages held for sale  50   (31)  19 
Debt securities:            
Taxable  1,332   (432)  900 
Tax-exempt  (240)  84   (156)
Total debt securities  1,092   (348)  744 
Federal funds sold  (870)  (1,095)  (1,965)
Interest-bearing balances with banks  1,381   (3,614)  (2,233)
Total interest-earning assets  19,636   (22,289)  (2,653)
             
Interest-bearing liabilities:            
Interest-bearing demand deposits  167   (1,296)  (1,129)
Savings  21   (23)  (2)
Money market accounts  1,513   (14,376)  (12,863)
Time deposits  906   (396)  510 
Total interest-bearing deposits  2,607   (16,091)  (13,484)
Federal funds purchased  725   (3,096)  (2,371)
Other borrowed funds  -   -   - 
Total interest-bearing liabilities  3,332   (19,187)  (15,855)
Increase in net interest income $16,304  $(3,102) $13,202 
Decreases in average yields on loans drive unfavorable rate component. PPP loans originated during the second quarter of 2020 carry an interest rate of 1.00%, well below the average yield on other loans. However, this lower yield is offset by the accretion of net origination fees paid by the Small Business Administration on PPP loans. Decreases in average rates paid on interest-bearing deposits in excess of increasesdrive favorable rate component change. Growth in average yields on loans, and debt securities drive unfavorable rate component change while growth in loans, non-interestnoninterest bearing deposits and average equity continues to drive favorable volume component change and overall change.


16

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)

 
                         
  

2019

  

2018

 
      

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

 $6,752,945  $263,942   5.23

%

 $6,004,367  $221,350   4.93

%

Tax-exempt (3)

  32,312   934   3.85   32,180   960   3.98 

Total loans, net of unearned income

  6,785,257   264,876   5.22   6,036,547   222,310   4.92 

Mortgage loans held for sale

  4,452   116   3.48   3,668   118   4.30 

Investment securities:

                        

Taxable

  560,230   12,306   2.93   464,870   9,146   2.62 

Tax-exempt (3)

  74,864   1,201   2.14   112,615   2,148   2.54 

Total investment securities (4)

  635,094   13,507   2.84   577,485   11,294   2.61 

Federal funds sold

  276,898   4,985   2.41   145,730   2,137   1.96 

Interest-bearing balances with banks

  514,527   9,269   2.41   77,073   1,032   1.79 

Total interest-earning assets

 $8,216,228  $292,753   4.76

%

 $6,840,503  $236,891   4.63

%

Non-interest-earning assets:

                        

Cash and due from banks

  74,185           71,131         

Net fixed assets and equipment

  58,565           59,278         

Allowance for loan losses, accrued interest and other assets

  156,332           133,671         

Total assets

 $8,505,310          $7,104,583         
                         

Liabilities and stockholders' equity:

                        

Interest-bearing liabilities:

                        

Interest-bearing demand deposits

 $917,609  $5,911   0.86

%

 $848,595  $3,668   0.58

%

Savings deposits

  55,315   236   0.57   53,984   158   0.39 

Money market accounts

  3,987,210   53,831   1.81   3,141,707   26,297   1.12 

Time deposits

  698,905   11,194   2.14   605,765   6,422   1.42 

Total interest-bearing deposits

  5,659,039   71,172   1.68   4,650,051   36,545   1.05 

Federal funds purchased

  391,471   7,233   2.47   273,543   3,754   1.83 

Other borrowings

  64,680   2,343   4.84   64,718   2,343   4.84 

Total interest-bearing liabilities

 $6,115,190  $80,748   1.77

%

 $4,988,312  $42,642   1.14

%

Non-interest-bearing liabilities:

                        

Non-interest-bearing demand deposits

  1,591,184           1,457,054         

Other liabilities

  34,866           14,696         

Stockholders' equity

  764,087           650,527         

Accumulated other comprehensive (loss)

  (17)          (6,006)        

Total liabilities and stockholders' equity

 $8,505,310          $7,104,583         

Net interest income

     $212,005          $194,249     

Net interest spread

          3.00

%

          3.49

%

Net interest margin

          3.45

%

          3.80

%


Average Balance Sheets and Net Interest Analysis 
On a Fully Taxable-Equivalent Basis 
For the Six Months Ended June 30, 
(In thousands, except Average Yields and Rates) 
                         
  2020  2019 
      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 $7,815,184  $178,119   4.58% $6,664,437  $173,515   5.25%
Tax-exempt (3)  32,242   654   4.08   31,355   592   3.81 
Total loans, net of unearned income  7,847,426   178,773   4.58   6,695,792   174,107   5.24 
Mortgage loans held for sale  8,780   93   2.13   3,421   76   4.48 
Investment securities:                        
Taxable  755,994   10,246   2.73   542,351   7,939   2.95 
Tax-exempt (3)  41,115   507   2.48   82,423   870   2.13 
Total investment securities (4)  797,109   10,753   2.71   624,774   8,809   2.84 
Federal funds sold  94,348   311   0.66   258,564   3,217   2.51 
Interest-bearing balances with banks  659,374   2,078   0.63   424,841   5,357   2.54 
Total interest-earning assets $9,407,037  $192,008   4.10% $8,007,392  $191,566   4.82%
Non-interest-earning assets:                        
Cash and due from banks  71,176           75,592         
Net fixed assets and equipment  57,756           58,729         
Allowance for loan losses, accrued interest and other assets  246,673           153,120         
Total assets $9,782,642          $8,294,833         
                         
Liabilities and stockholders' equity:                        
Interest-bearing liabilities:                        
Interest-bearing demand deposits $974,826  $2,220   0.46% $926,176  $4,007   0.87%
Savings deposits  69,759   159   0.46   54,239   149   0.55 
Money market accounts  4,173,597   16,682   0.80   3,845,792   34,932   1.83 
Time deposits  841,686   8,439   2.02   696,682   7,297   2.11 
Total interest-bearing deposits  6,059,868   27,500   0.91   5,522,889   46,385   1.69 
Federal funds purchased  532,814   1,910   0.72   366,029   4,676   2.58 
Other borrowings  64,709   1,562   4.85   64,675   1,562   4.87 
Total interest-bearing liabilities $6,657,391  $30,972   0.94% $5,953,593  $52,623   1.78%
Non-interest-bearing liabilities:                        
Non-interest-bearing demand deposits  2,197,850           1,558,783         
Other liabilities  56,013           35,275         
Stockholders' equity  858,150           749,754         
Accumulated other comprehensive (loss)  13,238           (2,572)        
Total liabilities and stockholders' equity $9,782,642          $8,294,833         
Net interest income     $161,036          $138,943     
Net interest spread          3.16%          3.04%
Net interest margin          3.44%          3.50%
(1) 

(1)

Non-accrual loans are included in average loan balances in all periods. Loan fees of $3,461$4,930 and $2,725$1,887 are included in interest income in 2020 and 2019, and 2018, respectively.

Loan fees in 2020 include amortization of PPP loan fees.

(2)

 

Accretion on acquired loan discounts of $91 and $147 are included in interest income in 2019 and 2018, respectively.

2019.

(3)

 

Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 21%.

(4)

 

Unrealized lossesgains (losses) of $77$231 and $7,658$(3,311) are excluded from the yield calculation in 2020 and 2019, and 2018, respectively.


17

  

For the Nine Months Ended September 30,

 
  

2019 Compared to 2018 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

 $28,717  $13,875  $42,592 

Tax-exempt

  4   (30)  (26)

Total loans, net of unearned income

  28,721   13,845   42,566 

Mortgages held for sale

  22   (24)  (2)

Debt securities:

            

Taxable

  2,016   1,144   3,160 

Tax-exempt

  (643)  (304)  (947)

Total debt securities

  1,373   840   2,213 

Federal funds sold

  2,272   576   2,848 

Interest-bearing balances with banks

  7,765   472   8,237 

Total interest-earning assets

  40,153   15,709   55,862 
             

Interest-bearing liabilities:

            

Interest-bearing demand deposits

  319   1,924   2,243 

Savings

  4   74   78 

Money market accounts

  8,401   19,133   27,534 

Time deposits

  1,104   3,668   4,772 

Total interest-bearing deposits

  9,828   24,799   34,627 

Federal funds purchased

  1,929   1,550   3,479 

Other borrowed funds

  (1)  1   - 

Total interest-bearing liabilities

  11,756   26,350   38,106 

Increase in net interest income

 $28,397  $(10,641) $17,756 

Increases


  For the Six Months Ended June 30, 
  2020 Compared to 2019 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 $28,123  $(23,519) $4,604 
Tax-exempt  18   44   62 
Total loans, net of unearned income  28,141   (23,475)  4,666 
Mortgages held for sale  73   (56)  17 
Debt securities:            
Taxable  2,954   (647)  2,307 
Tax-exempt  (490)  127   (363)
Total debt securities  2,464   (520)  1,944 
Federal funds sold  (1,346)  (1,560)  (2,906)
Interest-bearing balances with banks  2,029   (5,308)  (3,279)
Total interest-earning assets  31,361   (30,919)  442 
             
Interest-bearing liabilities:            
Interest-bearing demand deposits  202   (1,989)  (1,787)
Savings  39   (29)  10 
Money market accounts  2,778   (21,028)  (18,250)
Time deposits  1,483   (341)  1,142 
Total interest-bearing deposits  4,502   (23,387)  (18,885)
Federal funds purchased  1,546   (4,312)  (2,766)
Other borrowed funds  2   (2)  - 
Total interest-bearing liabilities  6,050   (27,701)  (21,651)
Increase in net interest income $25,311  $(3,218) $22,093 
Decreases in the average rates paid on interest-bearing deposits in excess of increasesdrive favorable rate component change. Decreases in average yields on loans and debt securities drive unfavorable rate component change while growth in loans, non-interest bearingnon-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 was $7.0$10.3 million for the three months ended SeptemberJune 30, 2019,2020, an increase of $0.4$5.4 million from $6.6$4.9 million for the three months ended SeptemberJune 30, 2018,2019, and was $16.8$23.9 million for the ninesix months ended SeptemberJune 30, 2019,2020, a $1.9$14.1 million increase compared to $14.9$9.8 million for the ninesix months ended SeptemberJune 30, 2018. Net2019. Annualized net credit charge-offs to quarter-to-date average loans increased 24decreased two basis points to 0.49%20% for the thirdsecond quarter of 20192020 compared to 0.25%0.22% for the corresponding period in 20182019 and increased 15two basis points to 0.31%0.23% for the ninesix months ended SeptemberJune 30, 20192020 compared to 0.16%0.21% for the corresponding period in 2018.2019. Nonperforming loans increaseddecreased to $41.0$22.0 million, or 0.58%0.26% of total loans, at SeptemberJune 30, 20192020 from $27.8$36.1 million, or 0.43%0.50% of total loans, at December 31, 2018,2019, and were $14.9$32.1 million, or 0.23%0.46% of total loans, at SeptemberJune 30, 2018.2019. Impaired loans increased to $51.5$72.2 million, or 0.73%0.87% of total loans, at SeptemberJune 30, 2019,2020, compared to $38.6$43.1 million, or 0.59% of total loans, at December 31, 2018.2019. We have evaluated risk factors related to macroeconomic conditions and uncertainty due to COVID-19 which resulted in additional reserve for loan losses related to external factors of $15.7 million at June 30, 2020. The allowance for loan losses totaled $77.2$91.5 million, or 1.10% of total loans, net of unearned income, at SeptemberJune 30, 2019,2020, compared to $68.6$76.6 million, or 1.05%1.02% of loans, net of unearned income, at December 31, 2018.

2019.

18

Noninterest Income

Noninterest income totaled $6.2$7.0 million for the three months ended SeptemberJune 30, 2019,2020, an increase of $1.1$1.2 million, or 22.6%21.7%, compared to the corresponding period in 2018,2019, and totaled $16.9$13.7 million for the ninesix months ended SeptemberJune 30, 2019,2020, an increase of $2.5$3.0 million, or 17.4%51.7%, compared to the corresponding period in 2018.2019. Mortgage banking income increased $544,000,$1.0, or 68.9%93.8%, to $1.3$2.1 million for the three months ended SeptemberJune 30, 20192020 compared to $789,000 for the same period in 2018, and increased $899,000, or 42.9%, to $3.0 million for the nine months ended September 30, 2019 compared to $2.1$1.1 million for the same period in 2018.2019, and increased $1.5 million, or 91.2%, to $3.2 million for the six months ended June 30, 2020 compared to $1.7 million for the same period in 2019. The number of loans originated for sale during the three months ended September 30, 2019first half of 2020 increased approximately 64%61.3% when compared to the same period in 2018.2019. Credit card income increased $454,000decreased $343,000 to $1.9$1.4 million for the three months ended SeptemberJune 30, 20192020 compared to $1.4$1.7 million for the same period in 20182019, and increased $1.2 milliondecreased $154,000 to $5.2$3.2 million for the ninesix months ended SeptemberJune 30, 20192020 compared to $4.0$3.3 million for the same period in 2018.2019. The amount of purchasesspend on purchase cards increased by approximately 35%$20.5 million while the amount of spend on business credit cards decreased $14.3 million during the thirdsecond quarter of 2019 compared to the third quarter of 2018 and increased approximately 38% during the nine months ended September 30, 20192020 when compared to the same period in 2018.

second quarter of 2019. Purchase card spend carries lower profit margins than credit cards due to their higher rebates.

Noninterest Expense 

Noninterest expense totaled $25.2$28.8 million for the three months ended SeptemberJune 30, 2019,2020, an increase of $2.5$2.8 million, or 11.2%10.7%, compared to $22.6$26.0 million for the same period in 2018,2019, and totaled $76.5$56.7 million for the ninesix months ended SeptemberJune 30, 2019,2020, an increase of $7.3$5.4 million, or 10.6%10.5%, compared to $69.2$51.3 million for the same period in 2018.

2019.

Details of expenses are as follows:

 

Salary and benefit expense increased $2.4$1.5 million, or 18.6%10.1%, to $15.5$15.8 million for the three months ended SeptemberJune 30, 20192020 from $13.1$14.3 million for the same period in 2018,2019, and increased $4.6$2.8 million, or 11.8%9.9%, to $44.1$31.4 million for the ninesix months ended SeptemberJune 30, 20192020 from $39.5$28.6 million for the same period in 2018.2019. Total employees increaseddecreased from 460495 as of SeptemberJune 30, 20182019 to 506492 as of SeptemberJune 30, 2019, or 10%.

2020.

 

Equipment and occupancy expense increased $194,000,$147,000, or 8.8%6.4%, to $2.4 million for the three months ended SeptemberJune 30, 20192020 from $2.2$2.3 million for the corresponding period in 2018,2019, and increased $673,000,$288,000, or 10.8%6.3%, to $6.9$4.8 million from $6.3$4.5 million for the ninesix months ended SeptemberJune 30, 20192020 compared to the corresponding period in 2018.

2019.

 

ProfessionalThird party processing and other services expense increased $34,000,$789,000, or 4.0%29.0%, to $887,000$3.5 million for the three months ended SeptemberJune 30, 2020 from $2.3 million for the corresponding period in 2019, and increased $1.7 million, or 33.6%, to $6.8 million from $5.1 million for the six months ended June 30, 2020 compared to the corresponding period in 2019. Limited-term licenses were added to our loan origination systems to enable more employees to assist customers with their PPP loans. These licenses added $514,000 to third party processing expenses during the second quarter of 2020.

Professional services expense decreased $100,000, or 8.4%, to $1.1 million for the three months ended June 30, 2020 compared to the same period in 2018,2019, and increased $490,000,decreased $146,000 or 19.0%6.7%, to $3.1$2.0 million for the ninesix months ended SeptemberJune 30, 20192020 compared to the same period in 2018. Increases were primarily the result of increased audit fees and compliance consulting expense.

2019.

 

We recognized a credit of $1.7 million during the third quarter of 2019 as a result of the FDIC’s Small Bank Assessment Credit. This credit is being applied toward banks’ assessments as long as the FDIC’s Deposit Insurance Fund (DIF) reserve ratio remains above 1.38%. The DIF reserve ratio reached 1.40% as of June 30, 2019. Due to the Small Bank Assessment Credit, our FDIC and other regulatory assessments reflected a credit of $296,000 for the third quarter of 2019. This compares to assessments of $675,000 for the third quarter of 2018. FDIC and other regulatory assessments decreased $1.2 million, or 39.2%,$486,000 to $1.8 million$595,000 for the ninethree months ended SeptemberJune 30, 20192020 compared to the same period in 2018.

OREO expense2019, and decreased $211,000$173,000 to $78,000$1.9 million for the threesix months ended SeptemberJune 30, 20192020 compared to the same period in 2018, and decreased $453,0002019. Lower growth in assets during the second quarter of 2020, excluding PPP loans, resulted in us adjusting our accrual for assessments to $312,000 forbe paid at the nine months ended September 30, 2019 compared to $765,000 forend of the same period in 2018. In 2018, we incurred some costs to excavate raw land in our Atlanta market in preparation for sale and also wrote down the valuethird quarter of a commercial building in Birmingham based on a recent appraisal.

2020.

 

Other operating expensesOREO expense increased $1.1 million, or 19.2%515%, to $6.6$1.3 million for the three months ended SeptemberJune 30, 20192020 compared to the same period in 2018,2019, and increased $3.1$1.7 million, or 18.4%714%, to $20.3$1.9 million for the ninesix months ended SeptemberJune 30, 20192020 compared to the same period in 2018. Increases2019. Updated appraisals resulted in data processing expenses and Federal Reserve Bank service charges contributed to this increasewrite-downs in other operating expenses.

values on two properties in our Birmingham, Alabama market.

Other operating expenses decreased $100,000, or 2.4%, to $4.1 million for the three months ended June 30, 2020 compared to the same period in 2019, and decreased $822,000, or 9.6%, to $7.7 million for the six months ended June 30, 2020 compared to the same period in 2019.
19

The following table presents our non-interest income and non-interest expense for the three and ninesix month periods ending SeptemberJune 30, 20192020 compared to the same periods in 2018.

  

Three Months Ended September 30,

          

Nine Months Ended September 30,

         
  

2019

  

2018

  

$ change

  

% change

  

2019

  

2018

  

$ change

  

% change

 

Non-interest income:

                                

Service charges on deposit accounts

 $1,735  $1,595  $140   8.8

%

 $5,223  $4,833  $390   8.1

%

Mortgage banking

  1,333   789   544   68.9

%

  2,995   2,096   899   42.9

%

Credit card income

  1,868   1,414   454   32.1

%

  5,185   4,030   1,155   28.7

%

Securities gains

  34   186   (152)  NM   28   190   (162)  NM 

Increase in cash surrender value life insurance

  787   787   -   -

%

  2,327   2,350   (23)  (1.0

%)

Other operating income

  453   294   159   54.1

%

  1,172   922   250   27.1

%

Total non-interest income

 $6,210  $5,065  $1,145   22.6

%

 $16,930  $14,421  $2,509   17.4

%

                                 

Non-interest expense:

                                

Salaries and employee benefits

 $15,499  $13,070  $2,429   18.6

%

 $44,103  $39,464  $4,639   11.8

%

Equipment and occupancy expense

  2,387   2,193   194   8.8

%

  6,933   6,260   673   10.8

%

Professional services

  887   853   34   4.0

%

  3,072   2,582   490   19.0

%

FDIC and other regulatory assessments

  (296)  675   (971)  (143.9

%)

  1,804   2,967   (1,163)  (39.2

%)

OREO expense

  78   289   (211)  (73.0

%)

  312   765   (453)  (59.2

%)

Other operating expense

  6,606   5,544   1,062   19.2

%

  20,285   17,136   3,149   18.4

%

Total non-interest expense

 $25,161  $22,624  $2,537   11.2

%

 $76,509  $69,174  $7,335   10.6

%

2019.
  Three Months Ended
June 30,
          Six Months Ended
June 30,
         
  2020  2019  $ change  % change  2020  2019  $ change  % change 
Non-interest income:                                
Service charges on deposit accounts $1,823  $1,786  $37   2.1% $3,739  $3,488  $251   7.2%
Mortgage banking  2,107   1,087   1,020   93.8%  3,178   1,662   1,516   91.2%
Credit card income  1,398   1,741   (343)  (19.7%)  3,163   3,317   (154)  (4.6%)
Securities gains  -   (6)  6   (100.0%)  -   (6)  6   (100.0%)
Increase in cash surrender value life insurance  1,464   778   686   88.2%  2,917   1,540   1,377   89.4%
Other operating income  241   392   (151)  (38.5%)  710   721   (11)  (1.5%)
Total non-interest income $7,033  $5,778  $1,255   21.7% $13,707  $10,722  $2,985   27.8%
                                 
Non-interest expense:                                
Salaries and employee benefits $15,792  $14,339  $1,453   10.1% $31,450  $28,604  $2,846   9.9%
Equipment and occupancy expense  2,434   2,287   147   6.4%  4,834   4,546   288   6.3%
Third party processing and other services  3,513   2,724   789   29.0%  6,858   5,135   1,723   33.6%
Professional services  1,091   1,191   (100)  (8.4%)  2,039   2,185   (146)  (6.7%)
FDIC and other regulatory assessments  595   1,081   (486)  (45.0%)  1,927   2,100   (173)  (8.2%)
OREO expense  1,303   212   1,091   514.6%  1,904   234   1,670   713.7%
Other operating expense  4,088   4,188   (100)  (2.4%)  7,724   8,546   (822)  (9.6%)
Total non-interest expense $28,816  $26,022  $2,794   10.7% $56,736  $51,350  $5,386   10.5%

Income Tax Expense

Income tax expense was $9.5$10.7 million for the three months ended SeptemberJune 30, 20192020 compared to $8.1$9.3 million for the same period in 20182019, and was $27.3$18.8 million for the ninesix months ended SeptemberJune 30, 20192020 compared to $23.5$17.8 million for the same period in 2018.2019. Our effective tax rate for the three and ninesix months ended SeptemberJune 30, 20192020 was 20.20%21.0% and 20.16%20.0%, respectively, compared to 19.03%20.7% and 18.91%20.2% for the corresponding periods in 2018,2019, respectively. We recognized excess tax benefits as a credit to our income tax expense from the exercise and vesting of stock options and restricted stock during the three and ninesix months ended SeptemberJune 30, 20192020 of $231,000$136,000 and $1.2 million, respectively, compared to $539,000$186,000 and $2.4 million$958,000 during the three and ninesix months ended SeptemberJune 30, 2018,2019, respectively. Our primary permanent differences are related to 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 invested in an additional $20.0 million of bank-owned life insurance on the last day of the third quarter of 2019.

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.

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 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 our balance sheet. Our annual budget reflects the anticipated rate environment for the next 12 months. The asset-liability committee conducts a quarterly analysis of the rate sensitivity position and reports its results to our board of directors.

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 5% if interest rates change 100 basis points or more than 10% if interest rates change 200 basis points.  These policy limits were dropped from 10% and 15%, respectively, in early 2019 primarily in response to the Bank’s lower net interest margin. There have been no material changes to our sensitivity to changes in interest rates since December 31, 2018, as disclosed in our Annual Report on Form 10-K.

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. 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.


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 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") 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, 2019. Based upon the Evaluation, our CEO and CFO have concluded that, as of September 30, 2019, our disclosure controls and procedures are effective to ensure that material information relating to the Company 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.

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.

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, 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.

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

Exhibit:Description 
Certification of principal executive officer pursuant to Rule 13a-14(a).
Certification of principal financial officer pursuant to Rule 13a-14(a).
32.01104Certification of principal executive officer pursuant to 18 U.S.C. Section 1350.
32.02Certification of principal financial officer pursuant to 18 U.S.C. Section 1350.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline  XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline  XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
101.INSInline XBRL Instance Document – the instance document does not appear in theCover Page Interactive Data File as its XBRL tags are embedded(embedded within the Inline XBRL document
101.SCHInline XBRL Taxonomy Extension Schema Document
104Cover page formatted as Inline XBRL and contained in Exhibit 101document)


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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 29, 2019   August 31, 2020By/s/ Thomas A. Broughton III
  Thomas A. Broughton III
  President and Chief Executive Officer
   
   
Date: October 29, 2019August 31, 2020By/s/ William M. Foshee
  William M. Foshee
  Chief Financial Officer

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