Table Ofof Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

 

For the quarterly period ended MarchSeptember 30, 2016 31, 2017

 

OR

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _____________ to _______________.

 

Commission file number           1-13661     

 

STOCKYARDSBANCORP,INC.

(Exact name of registrant as specified in its charter)

 

Kentucky

 

61-1137529 

(State or other jurisdiction of  

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

1040 East Main Street, Louisville, Kentucky 40206

(Address of principal executive offices including zip code)

 

(502) 582-2571

(Registrant’s telephone number, including area code)

 

Not Applicable

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

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes     ☑           No     ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).                          Yes☑               No ☐No☐

 

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

 

Large accelerated filer

Accelerated filer

Non-accelerated filer(Do not check if a smaller reporting company)Company)

Smaller reportingcompany

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    

  

The number of shares of the registrant’s Common Stock, no par value, outstanding as of October 27, 2016,April 24, 2017 was 22,575,981.22,660,284

 

 
 

Table Ofof Contents
 

 

Stock Yards Bancorp, inc. and subsidiary

Index

 

Item

 

Page

   
PART

part I – FINANCIAL INFORMATION

Item 1.Financial Statementsfinancial information

 
   

Item 1.Financial Statements
The following consolidated financial statements of Stock Yards Bancorp, Inc. and Subsidiary are submitted herewith:

 

Consolidated Balance Sheets September 30, 2016March 31, 2017 (Unaudited) and December 31, 20152016

3

   

Consolidated Statements of Income (Unaudited) for the three and nine months ended September 30,March 31, 2017 and 2016 and 2015

4

   

Consolidated Statements of Comprehensive Income (Unaudited) for the three and nine months ended September 30,March 31, 2017 and 2016 and 2015

5

   

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the ninethree months ended September 30,March 31, 2017 and 2016 and 2015

6

 

Consolidated Statements of Cash Flows (Unaudited) for the ninethree months ended September 30,March 31, 2017 and 2016 and 2015

7

   

Notes to Consolidated Financial Statements (Unaudited)

8

   

Item 2.

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

42

   
Item 3.

Quantitative and Qualitative Disclosures about Market Risk

61

 65

   
Item 4.

Controls and Procedures

61

 65

   
PART

part II – OTHER INFORMATIONother information

  

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

62

66

   
Item 6.

Exhibits

62

66

 
1

Table Ofof Contents
 

Stock Yards Bancorp, inc. and subsidiary

Index

 

PART I – FINANCIAL INFORMATION

 

Glossary of Acronyms and Terms

 

The following listing provides a comprehensive reference of common acronyms and terms used throughout the document:

 

ASU

Accounting Standards Update

Bancorp

Stock Yards Bancorp, Inc.

Bank

Stock Yards Bank & Trust Company

BOLI

BOLI

Bank Owned Life Insurance

BP

BP

Basis Point = 1/100th of one percent

COSO

Committee of Sponsoring Organizations

CRA

Community Reinvestment Act of 1977

Dodd-Frank Act

Dodd-Frank Wall Street Reform and Consumer Protection Act

EPS

Earnings Per Share

FASB

Financial Accounting Standards Board

FDIC

FDIC

Federal Deposit Insurance Corporation

FHA

FHA

Federal Housing Administration

FHLB

FHLB

Federal Home Loan Bank

FHLMC

FHLMC 

Federal Home Loan Mortgage Corporation

FNMA

FNMA

Federal National Mortgage Association

GNMA

GNMA

Government National Mortgage Association

WM&T

WM

Wealth management and trust

LIBOR

LIBOR

London Interbank Offered Rate

MSR

MSR

Mortgage Servicing Right

OAEM

OAEM

Other Assets Especially Mentioned

OREO

OREO

Other Real Estate Owned

PSU

PSU 

Performance Stock Unit

RSU

RSU

Restricted Stock Unit

SAR

SAR 

Stock Appreciation Right

SEC

SEC

Securities and Exchange Commission

TDRs

Troubled Debt Restructurings

TDRTroubled Debt Restructuring

US GAAP

United States Generally Accepted Accounting Principles

VA

VA

U.S. Department of Veterans Affairs

 

 
2

Table Ofof Contents
 

Item 1.Financial Statements

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Consolidated Balance Sheets

September 30, 2016March 31, 2017 (unaudited) and December 31, 20152016

(In thousands, except share data)

 

  

March 31,

  

December 31,

 

 

 

2017

  

2016

 
Assets        
         

Cash and due from banks

 $43,583  $39,709 

Federal funds sold and interest bearing deposits

  45,898   8,264 

Cash and cash equivalents

  89,481   47,973 

Mortgage loans held for sale

  3,884   3,213 

Securities available-for-sale (amortized cost of $556,947 in 2017and $571,936 in 2016)

  556,144   570,074 

Federal Home Loan Bank stock and other securities

  6,347   6,347 

Loans

  2,272,778   2,305,375 

Less allowance for loan losses

  24,481   24,007 

Net loans

  2,248,297   2,281,368 

Premises and equipment, net

  41,825   42,384 

Bank owned life insurance

  32,071   31,867 

Accrued interest receivable

  7,461   6,878 

Other assets

  47,833   49,377 

Total assets

 $3,033,343  $3,039,481 

Liabilities and Stockholders’ Equity

        

Deposits:

        

Non-interest bearing

 $686,535  $680,156 

Interest bearing

  1,857,720   1,840,392 

Total deposits

  2,544,255   2,520,548 

Securities sold under agreements to repurchase

  65,701   67,595 

Federal funds purchased and other short-term borrowing

  10,975   47,374 

Federal Home Loan Bank advances

  50,755   51,075 

Accrued interest payable

  156   144 

Other liabilities

  41,814   38,873 

Total liabilities

  2,713,656   2,725,609 

Stockholders’ equity:

        

Preferred stock, no par value. Authorized 1,000,000 shares;no shares issued or outstanding

      

Common stock, no par value. Authorized 40,000,000 shares;issued and outstanding 22,660,774 and 22,617,098 shares in2017 and 2016, respectively

  36,395   36,250 

Additional paid-in capital

  29,002   26,682 

Retained earnings

  255,015   252,439 

Accumulated other comprehensive loss

  (725)  (1,499)

Total stockholders’ equity

  319,687   313,872 

Total liabilities and stockholders’ equity

 $3,033,343  $3,039,481 

See accompanying notes to unaudited consolidated financial statements.

  

September 30,

  

December 31,

 
  

2016

  

2015

 
Assets        

Cash and due from banks

 $41,533  $35,895 

Federal funds sold and interest bearing deposits

  16,360   67,938 

Cash and cash equivalents

  57,893   103,833 

Mortgage loans held for sale

  5,959   6,800 

Securities available-for-sale (amortized cost of $533,873 in 2016 and $564,391 in 2015)

  541,681   565,876 

Federal Home Loan Bank stock and other securities

  6,347   6,347 

Loans

  2,222,706   2,033,007 

Less allowance for loan losses

  24,369   22,441 

Net loans

  2,198,337   2,010,566 

Premises and equipment, net

  42,903   39,557 

Bank owned life insurance

  31,653   30,996 

Accrued interest receivable

  6,952   6,610 

Other assets

  46,940   46,216 

Total assets

 $2,938,665  $2,816,801 

Liabilities and Stockholders’ Equity

        

Deposits:

        

Non-interest bearing

 $680,078  $583,768 

Interest bearing

  1,710,519   1,787,934 

Total deposits

  2,390,597   2,371,702 

Securities sold under agreements to repurchase

  67,315   64,526 

Federal funds purchased and other short-term borrowing

  76,387   22,477 

Federal Home Loan Bank advances

  51,366   43,468 

Accrued interest payable

  116   127 

Other liabilities

  41,314   27,982 

Total liabilities

  2,627,095   2,530,282 

Stockholders’ equity:

        

Preferred stock, no par value. Authorized 1,000,000 shares; no shares issued or outstanding

      

Common stock, no par value. Authorized 40,000,000 shares; issued and outstanding 22,562,572 and 14,919,351 shares in 2016 and 2015, respectively

  36,068   10,616 

Additional paid-in capital

  24,050   44,180 

Retained earnings

  247,011   231,091 

Accumulated other comprehensive income

  4,441   632 

Total stockholders’ equity

  311,570   286,519 

Total liabilities and stockholders’ equity

 $2,938,665  $2,816,801 
3

Table of Contents

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Income (Unaudited)

For the three months ended March 31, 2017 and 2016

(In thousands, except per share data)

  

March 31,

 
         
  

2017

  

2016

 

Interest income:

        

Loans

 $24,060  $21,993 

Federal funds sold and interest bearing deposits

  134   189 

Mortgage loans held for sale

  44   60 

Securities – taxable

  2,114   2,155 

Securities – tax-exempt

  281   303 

Total interest income

  26,633   24,700 

Interest expense:

        

Deposits

  1,163   996 

Federal funds purchased and other short-term borrowing

  19   15 

Securities sold under agreements to repurchase

  35   33 

Federal Home Loan Bank advances

  232   187 

Total interest expense

  1,449   1,231 

Net interest income

  25,184   23,469 

Provision for loan losses

  900   500 

Net interest income after provision for loan losses

  24,284   22,969 

Non-interest income:

        

Wealth management and trust services

  5,094   4,612 

Service charges on deposit accounts

  2,407   2,146 

Bankcard transactions

  1,406   1,310 

Mortgage banking

  702   794 

Securities brokerage

  539   443 

Bank owned life insurance

  204   221 

Other

  445   556 

Total non-interest income

  10,797   10,082 

Non-interest expenses:

        

Salaries and employee benefits

  13,412   12,195 

Net occupancy

  1,630   1,524 

Data processing

  1,868   1,544 

Furniture and equipment

  277   285 

FDIC insurance

  230   328 

Amortization of investments in tax credit partnerships

  616   1,015 

Other

  3,115   2,649 

Total non-interest expenses

  21,148   19,540 

Income before income taxes

  13,933   13,511 

Income tax expense

  3,142   3,676 

Net income

 $10,791  $9,835 

Net income per share:

        

Basic

 $0.48  $0.44 

Diluted

 $0.47  $0.44 

Average common shares:

        

Basic

  22,492   22,254 

Diluted

  23,002   22,592 

 

See accompanying notes to unaudited consolidated financial statements.

3

Table Of Contents

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Income (Unaudited)

For the three and nine months ended September 30, 2016 and 2015

(In thousands, except per share data)

  

For three months ended

  

For nine months ended

 
  

September 30,

  

September 30,

 
  

2016

  

2015

  

2016

  

2015

 

Interest income:

                

Loans

 $23,436  $20,924  $67,992  $61,951 

Federal funds sold and interest bearing deposits

  95   65   395   184 

Mortgage loans held for sale

  66   67   185   180 

Securities – taxable

  2,047   1,936   6,325   5,939 

Securities – tax-exempt

  298   292   907   877 

Total interest income

  25,942   23,284   75,804   69,131 

Interest expense:

                

Deposits

  941   900   2,916   2,811 

Federal funds purchased and other short-term borrowing

  19   7   57   19 

Securities sold under agreements to repurchase

  38   42   100   111 

Federal Home Loan Bank advances

  184   254   552   694 

Total interest expense

  1,182   1,203   3,625   3,635 

Net interest income

  24,760   22,081   72,179   65,496 

Provision for loan losses

  1,250      2,500    

Net interest income after provision for loan losses

  23,510   22,081   69,679   65,496 

Non-interest income:

                

Wealth management and trust services

  4,800   4,373   14,219   13,576 

Service charges on deposit accounts

  2,544   2,342   6,952   6,621 

Bankcard transaction

  1,455   1,223   4,198   3,591 

Mortgage banking

  1,072   772   2,896   2,513 

Securities brokerage

  558   585   1,539   1,545 

Bank owned life insurance

  216   222   657   670 

Other

  713   468   1,757   1,361 

Total non-interest income

  11,358   9,985   32,218   29,877 

Non-interest expenses:

                

Salaries and employee benefits

  12,048   11,333   36,214   33,816 

Net occupancy

  1,646   1,518   4,716   4,437 

Data processing

  1,747   1,572   5,172   4,782 

Furniture and equipment

  277   282   853   789 

FDIC insurance

  356   318   1,035   932 

Amortization of investments in tax credit partnerships

  1,015   158   3,046   475 

Other

  3,429   3,249   9,215   9,845 

Total non-interest expenses

  20,518   18,430   60,251   55,076 

Income before income taxes

  14,350   13,636   41,646   40,297 

Income tax expense

  3,883   4,352   11,235   12,756 

Net income

 $10,467  $9,284  $30,411  $27,541 

Net income per share:

                

Basic

 $0.47  $0.42  $1.36  $1.25 

Diluted

 $0.46  $0.41  $1.34  $1.23 

Average common shares:

                

Basic

  22,385   22,131   22,325   22,056 

Diluted

  22,803   22,479   22,711   22,410 

See accompanying notes to unaudited consolidated financial statements.

 

 
4

Table Ofof Contents
 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income (Unaudited)

For the three and nine months ended September 30,March 31, 2017 and 2016 and 2015

(In thousands)

 

 

Three months ended

  

Nine months ended

  

Three months ended

 
 

September 30,

  

September 30,

  

March 31,

 
 

2016

  

2015

  

2016

  

2015

  

2017

  

2016

 

Net income

 $10,467  $9,284  $30,411  $27,541  $10,791  $9,835 

Other comprehensive income, net of tax:

                        

Unrealized gains (losses) on securities available for sale:

                

Unrealized gains (losses) arising during the period (net of tax of ($616), $1,089, $2,213 and $683, respectively)

  (1,147)  2,023   4,110   1,270 

Unrealized gains on securities available for sale:

        

Unrealized gains arising during the period(net of tax of $370 and $1,968, respectively)

  689   3,653 

Unrealized gains (losses) on hedging instruments:

                        

Unrealized gains (losses) arising during the period (net of tax of $74, ($124), ($162) and ($135), respectively)

  137   (231)  (301)  (250)

Other comprehensive income (loss), net of tax

  (1,010)  1,792   3,809   1,020 

Unrealized gains (losses) arising during the period(net of tax of $47 and ($183), respectively)

  85   (339)

Other comprehensive income, net of tax

  774   3,314 

Comprehensive income

 $9,457  $11,076  $34,220  $28,561  $11,565  $13,149 

 

See accompanying notes to unaudited consolidated financial statements.

 

 
5

Table Ofof Contents
 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the ninethree months ended September 30,March 31, 2017 and 2016 and 2015

(In thousands, except per share data)

 

 

Common stock

          

Accumulated

other

                      

Accumulated

     
 

Number of

      

Additional

  

Retained

  

comprehensive

      

Common stock

  

Additional

      

other

     
 

shares

  

Amount

  

paid-in capital

  

earnings

  

income (loss)

  

Total

  

Number of

      

paid-in

  

Retained

  

comprehensive

     
                         

shares

  

Amount

  

capital

  

earnings

  

income (loss)

  

Total

 

Balance December 31, 2014

  14,745  $10,035  $38,191  $209,584  $2,085  $259,895 
                        

Balance December 31, 2015

  22,379  $35,456  $19,340  $231,091  $632  $286,519 

Net income

           27,541      27,541            9,835      9,835 
                                                

Other comprehensive income, net of tax

              1,020   1,020               3,314   3,314 
                                                

Stock compensation expense

        1,561         1,561         513         513 
                                                

Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award

  145   483   3,074   (1,533)     2,024 

Stock issued for share-based awards,net of withholdings to satisfyemployee tax obligations upon award

  105   349   1,029   (1,499)     (121)
                                                

Cash dividends, $0.71 per share

           (10,519)     (10,519)

Cash dividends, $0.17 per share

           (3,737)     (3,737)
                                                

Shares cancelled

  (21)  (70)  (609)  105      (574)  (6)  (20)  (99)  119       
                                                

Balance September 30, 2015

  14,869  $10,448  $42,217  $225,178  $3,105  $280,948 

Balance March 31, 2016

  22,478  $35,785  $20,783  $235,809  $3,946  $296,323 
                                                

Balance December 31, 2015

  14,919  $10,616  $44,180  $231,091  $632  $286,519 
                        

Balance December 31, 2016

  22,617  $36,250  $26,682  $252,439  $(1,499) $313,872 

Net income

           30,411      30,411            10,791      10,791 
                                                

Other comprehensive income, net of tax

              3,809   3,809               774   774 
                                                

Stock compensation expense

        1,646         1,646         660         660 
                                                

Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award

  159   527   3,404   (2,903)     1,028 

Stock issued for share-based awards, net ofwithholdings to satisfy employee taxobligations upon award

  47   155   1,716   (3,976)     (2,105)
                                                

3 for 2 stock split

  7,494   24,956   (24,956)         
                        

Cash dividends, $0.53 per share

           (11,843)     (11,843)

Cash dividends, $0.19 per share

           (4,305)     (4,305)
                                                

Shares cancelled

  (9)  (31)  (224)  255         (3)  (10)  (56)  66       
                                                

Balance September 30, 2016

  22,563  $36,068  $24,050  $247,011  $4,441  $311,570 

Balance March 31, 2017

  22,661  $36,395  $29,002  $255,015  $(725) $319,687 

 

See accompanying notes to unaudited consolidated financial statements.

 

 
6

Table Ofof Contents
 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows (Unaudited)

For the ninethree months ended September 30,March 31, 2017 and 2016 and 2015

(In thousands)

 

 

2016

  

2015

  

2017

  

2016

 

Operating activities:

                

Net income

 $30,411  $27,541  $10,791  $9,835 

Adjustments to reconcile net income to net cash provided by operating activities:

                

Provision for loan losses

  2,500      900   500 

Depreciation, amortization and accretion, net

  8,016   5,088   2,280   2,662 

Deferred income tax expense (benefit)

  (320)  1,326 

Deferred income tax provision

  25   1,179 

Gain on sales of mortgage loans held for sale

  (1,825)  (1,611)  (406)  (462)

Origination of mortgage loans held for sale

  (91,195)  (90,997)  (20,839)  (20,788)

Proceeds from sale of mortgage loans held for sale

  93,861   90,816   20,574   24,066 

Bank owned life insurance income

  (657)  (670)  (204)  (221)

Loss on the disposal of premises and equipment

  163   3 

Loss (gain) on the sale of other real estate

  (382)  153   -   (333)

Stock compensation expense

  1,646   1,561   660   513 

Excess tax benefits from share-based compensation arrangements

  (963)  (366)  (1,013)  (404)

Increase in accrued interest receivable and other assets

  (6,145)  (1,049)  (1,125)  (4,774)

Increase in accrued interest payable and other liabilities

  14,253   2,509   3,947   5,871 

Net cash provided by operating activities

  49,363   34,304   15,590   17,644 

Investing activities:

                

Purchases of securities available for sale

  (327,711)  (203,465)  (99,988)  (117,915)

Proceeds from sale of securities available for sale

     5,934   -   - 

Proceeds from maturities of securities available for sale

  355,943   206,734   114,297   119,615 

Net increase in loans

  (191,793)  (90,224)

Net (increase) decrease in loans

  32,171   (62,660)

Purchases of premises and equipment

  (5,906)  (3,136)  (308)  (1,169)

Proceeds from disposal of premises and equipment

  53    

Proceeds from sale of foreclosed assets

  1,403   2,332   1,043   513 

Net cash used in investing activities

  (168,011)  (81,825)

Net cash provided by (used in) investing activities

  47,215   (61,616)

Financing activities:

                

Net increase in deposits

  18,895   17,951 

Net increase in securities sold under agreements to repurchase and federal funds purchased

  56,699   12,709 

Net increase(decrease) in deposits

  23,707   (5,602)

Net decrease in securities sold under agreements to repurchaseand federal funds purchased

  (38,293)  (2,139)

Proceeds from Federal Home Loan Bank advances

  199,000   78,200   30,000   30,000 

Repayments of Federal Home Loan Bank advances

  (191,102)  (71,333)  (30,320)  (30,232)

Issuance of common stock for options and performance stock units

  1,599   1,994 

Proceeds (used for) and received from settlement of stock awards

  (216)  495 

Excess tax benefits from share-based compensation arrangements

  963   366   -   404 

Common stock repurchases

  (1,534)  (910)  (1,889)  (1,020)

Cash dividends paid

  (11,812)  (10,503)  (4,286)  (3,729)

Net cash provided by financing activities

  72,708   28,474 

Net decrease in cash and cash equivalents

  (45,940)  (19,047)

Net cash used in financing activities

  (21,297)  (11,823)

Net increase (decrease) in cash and cash equivalents

  41,508   (55,795)

Cash and cash equivalents at beginning of period

  103,833   74,241   47,973   103,833 

Cash and cash equivalents at end of period

 $57,893  $55,194  $89,481  $48,038 

Supplemental cash flow information:

                

Income tax payments

 $9,190  $10,177  $-  $- 

Cash paid for interest

  3,636   3,640   1,437   1,239 

Supplemental non-cash activity:

                

Transfers from loans to other real estate owned

 $1,522  $1,043  $-  $146 

 

See accompanying notes to unaudited consolidated financial statements.

 

 
7

Table Ofof Contents
 

 

Stock Yards Bancorp, inc. and subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

  

(1)

Summary of Significant Accounting Policies

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and footnotes required by U.S. generally accepted accounting principles (US GAAP) for complete financial statements. The consolidated unaudited financial statements of Stock Yards Bancorp, Inc. (“Bancorp”) and its subsidiary reflect all adjustments (consisting only of adjustments of a normal recurring nature) which are, in the opinion of management, necessary for a fair presentation of financial condition and results of operations for the interim periods.

 

The unaudited consolidated financial statements include the accounts of Stock Yards Bancorp, Inc. and its wholly-owned subsidiary, Stock Yards Bank & Trust Company (“Bank”). Significant intercompanyinter-company transactions and accounts have been eliminated in consolidation. In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of related revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of available-for sale securities, other real estate owned and income tax assets, and estimated liabilities and expense.

 

A description of other significant accounting policies is presented in the notes to Consolidated Financial Statements for the year ended December 31, 20152016 included in Stock Yards Bancorp, Inc.’s Annual Report on Form 10-K. Certain reclassifications have been made in the prior year financial statements to conform to current year classifications.

 

Interim results for the three and nine month periodsperiod ended September 30, 2016March 31, 2017 are not necessarily indicative of the results for the entire year.

 

Critical Accounting Policies

The allowance for loan losses is management’s estimate of probable losses inherent in the loan portfolio as of the balance sheet date. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. 

 

Management has identified the accounting policy related to the allowance and provision for loan losses as critical to the understanding of Bancorp’s results of operations and discussed this conclusion with the Audit Committee of the Board of Directors. Since the application of this policy requires significant management assumptions and estimates, it could result in materially different amounts to be reported if conditions or underlying circumstances were to change. The provision for loan losses reflects an allowance methodology that is driven by risk ratings, historical losses, specific loan loss allocations, and qualitative factors. Assumptions include many factors such as changes in borrowers’ financial condition which can occurchange quickly or historical loss ratios related to certain loan portfolios which may or may not be indicative of future losses. In the secondfirst quarter of 2015,2017, Bancorp extended the historical period used to capture Bancorp’s historical loss ratios from 1224 quarters to 2428 quarters. This extension of the historical period was applied to all classes and segments of our portfolio. The expansion of the look-back period for the historical loss rates used in the quantitative allocation caused us to review the overall methodology for the qualitative factors to ensure we were appropriately capturing the risk not addressed in the historical loss rates used in the quantitative allocation. Management believes the extension of the look-back period is appropriate to capture the impact of a full economic cycle and more accurately represents the current level of risk inherent in the loan portfolio. To the extent that management’s assumptions prove incorrect, the results from operations could be materially affected by a higher or lower provision for loan losses. The accounting policy related to the allowance for loan losses is applicable to the commercial banking segment of Bancorp.

The allowance for loan losses is management’s estimate of probable losses inherentimpact and any associated risks related to this policy on Bancorp’s business operations are discussed in the loan portfolio as of the balance sheet date.“Allowance for Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.Losses” section below. 

  

 
8

Table Ofof Contents
 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

Bancorp’s allowance calculation includes allocations to loan portfolio segments at September 30, 2016March 31, 2017 for qualitative factors including, among other factors, local economic and business conditions in each of our primary markets, the quality and experience of lending staff and management, exceptions to lending policies, levels of and trends in past due loans and loan classifications, concentrations of credit such as collateral type, trends in portfolio growth, dependency upon thechanges in value of underlying collateral for collateral-dependent loans, effect of other external factors such as the national economic and business trends, quality and depth of the loan review function, and management’s judgement of current trends and potential risks. Bancorp usesutilizes the sum of all allowance amounts derived as described above as the appropriate level of allowance for loan and lease losses. Changes in the criteria used in this evaluation or the availability of new information could cause the allowance to be increased or decreased in future periods. In addition, bank regulatory agencies, as part of their examination process, may require adjustments to the allowance for loan and lease losses based on their judgments and estimates.

 

(2)

(2)       Securities

 

The amortized cost, unrealized gains and losses, and fair value of securities available-for-sale follows:

 

(in thousands)

 

Amortized

  

Unrealized

  

 

 

September 30, 2016

 cost  

Gains

  

Losses

  Fair value 
                 

Government sponsored enterprise obligations

 $316,763  $4,080  $114  $320,729 

Mortgage-backed securities - government agencies

  158,478   2,767   168   161,077 

Obligations of states and political subdivisions

  57,979   1,229   41   59,167 

Corporate equity securities

  653   55   -   708 
                 

Total securities available for sale

 $533,873  $8,131  $323  $541,681 
                 

December 31, 2015

                

U.S. Treasury and other U.S. Government obligations

 $79,999  $1  $-  $80,000 

Government sponsored enterprise obligations

  251,190   1,468   765   251,893 

Mortgage-backed securities - government agencies

  170,139   1,143   1,654   169,628 

Obligations of states and political subdivisions

  62,410   1,342   50   63,702 

Corporate equity securities

  653   -   -   653 
                 

Total securities available for sale

 $564,391  $3,954  $2,469  $565,876 

(in thousands)

 

Amortized

  

Unrealized

  

Fair

 

March 31, 2017

 cost  

Gains

  

Losses

  value 
                 

Government sponsored enterprise obligations

 $340,122  $900  $1,076  $339,946 

Mortgage-backed securities - government agencies

  161,867   728   2,037   160,558 

Obligations of states and political subdivisions

  54,305   757   198   54,864 

Corporate equity securities

  653   123   -   776 
                 

Total securities available for sale

 $556,947  $2,508  $3,311  $556,144 
                 

December 31, 2016

                
                 

U.S. Treasury and other U.S. Government obligations

 $74,997  $1  $-  $74,998 

Government sponsored enterprise obligations

  268,784   800   1,494   268,090 

Mortgage-backed securities - government agencies

  170,344   735   2,236   168,843 

Obligations of states and political subdivisions

  57,158   682   396   57,444 

Corporate equity securities

  653   46   -   699 
                 

Total securities available for sale

 $571,936  $2,264  $4,126  $570,074 

 

Corporate equity securities consist of common stock in a publicly-traded business development company.

 

There were no securities classified as held to maturity as of September 30, 2016March 31, 2017 or December 31, 2015.2016.

 

No securities were sold in 2016. In 2015, Bancorp sold no securities with total fair market value of $5.9 million, generating no gain or loss. These securities consisted of mortgage-backed securities with small remaining balances and agency securities. These sales were made in 2016 nor during the ordinary course of portfolio management. Management has the intent and ability to hold all remaining investment securities available-for-sale for the foreseeable future.three-month period ending March 31, 2017.

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

A summary of the available-for-sale investment securities by contractual maturity groupings as of September 30, 2016March 31, 2017 is shown below.

 

(in thousands)

 

 

  

 

         

Securities available-for-sale

 Amortized cost  Fair value  Amortized cost  Fair value 
                

Due within 1 year

 $135,930  $136,043  $183,351  $183,438 

Due after 1 but within 5 years

  108,969   110,468   90,361   90,658 

Due after 5 but within 10 years

  19,293   19,633   16,240   16,090 

Due after 10 years

  110,550   113,752   104,475   104,624 

Mortgage-backed securities – government agencies

  158,478   161,077   161,867   160,558 

Corporate equity securities

  653   708   653   776 
        

Total securities available-for-sale

 $533,873  $541,681  $556,947  $556,144 

 

 

Actual maturities may differ from contractual maturities because some issuers have the right to call or prepay obligations. In addition to equity securities, the investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as the FHLMC, FNMA, and GNMA. These securities differ from traditional debt securities primarily in that they may have uncertain principal payment dates and are priced based on estimated prepayment rates on the underlying collateral.

 

Securities with a carrying valueBancorp pledges portions of approximately $323.3 million at September 30, 2016 and $380.7 million at December 31, 2015 were pledgedits investment securities portfolio to secure accountspublic fund deposits, cash balances of commercial depositors in cash management accounts, public deposits, and deposits for certain wealth management and trust accounts.

accounts, and securities sold under agreements to repurchase. The carrying value of these pledged securities was approximately $355.3 million at March 31, 2017 and $380.4 million at December 31, 2016.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

Securities with unrealized losses at September 30, 2016March 31, 2017 and December 31, 2015,2016, not recognized in the statements of income are as follows:

 

(in thousands)

 

Less than 12 months

  

12 months or more

  

Total

  

Less than 12 months

  

12 months or more

  

Total

 
 

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 

September 30, 2016

 

value

  

losses

  

value

  

losses

  

value

  

losses

 

March 31, 2017

 

value

  

losses

  

value

  

losses

  

value

  

losses

 
                                                

Government sponsored enterprise obligations

 $135,908  $78  $3,834  $36  $139,742  $114  $111,725  $883  $12,887  $193  $124,612  $1,076 

Mortgage-backed securities - government agencies

  14,945   36   10,729   132   25,674   168   97,143   1,699   9,431   338   106,574   2,037 

Obligations of states and political subdivisions

  8,717   30   1,489   11   10,206   41   19,096   174   2,537   24   21,633   198 
                                                

Total temporarily impaired securities

 $159,570  $144  $16,052  $179  $175,622  $323  $227,964  $2,756  $24,855  $555  $252,819  $3,311 
                                                

December 31, 2015

                        

December 31, 2016

                        

Government sponsored enterprise obligations

 $102,098  $500  $8,469  $265  $110,567  $765  $154,951  $1,344  $3,485  $150  $158,436  $1,494 

Mortgage-backed securities - government agencies

  49,774   662   29,936   992   79,710   1,654   115,374   1,873   9,914   363   125,288   2,236 

Obligations of states and political subdivisions

  13,225   31   1,955   19   15,180   50   29,893   380   1,478   16   31,371   396 
                                                

Total temporarily impaired securities

 $165,097  $1,193  $40,360  $1,276  $205,457  $2,469  $300,218  $3,597  $14,877  $529  $315,095  $4,126 

 

Applicable dates for determining when securities are in an unrealized loss position are September 30, 2016March 31, 2017 and December 31, 2015.2016. As such, it is possible that a security had a market value lower than its amortized cost on other days during the past twelve months, but is not in the “Investments with an Unrealized Loss of less than 12 months” category above.

 

Unrealized losses on Bancorp’s investment securities portfolio have not been recognized as an expense because the securities are of high credit quality, and the decline in fair values is due to changes in the prevailing interest rate environment since the purchase date. Fair value is expected to recover as securities reach their maturity date and/or the interest rate environment returns to conditions similar to when these securities were purchased. These investments consist of 4290 and 70117 separate investment positions as of September 30, 2016March 31, 2017 and December 31, 2015,2016, respectively. Because management does not intend to sell the investments, and it is not likely that Bancorp will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, Bancorp does not consider these securities to be other-than-temporarily impaired at September 30, 2016.March 31, 2017.

 

FHLB stock and other securities are investments held by Bancorp which are not readily marketable and are carried at cost. This category includes holdings of Federal Home Loan Bank of Cincinnati (FHLB) stock which are required for access to FHLB borrowing, and are classified as restricted securities.

 

 
11

Table Ofof Contents
 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

(3)

(3)       Loans

 

Composition of loans, net of deferred fees and costs, by primary loan portfolio class follows:

 

(in thousands)

 

September 30, 2016

  

December 31, 2015

  

March 31, 2017

  

December 31, 2016

 
        

Commercial and industrial

 $708,508  $644,398  $736,633  $736,841 

Construction and development, excluding undeveloped land

  171,994   134,482   165,832   192,348 

Undeveloped land

  19,993   21,185   21,207   21,496 
                

Real estate mortgage:

                

Commercial investment

  510,128   436,989   546,957   538,886 

Owner occupied commercial

  412,733   420,666   406,209   408,292 

1-4 family residential

  245,229   226,575   244,349   249,498 

Home equity - first lien

  54,837   50,115   51,076   55,325 

Home equity - junior lien

  65,605   63,066   65,806   67,519 

Subtotal: Real estate mortgage

  1,288,532   1,197,411   1,314,397   1,319,520 
                

Consumer

  33,679   35,531   34,709   35,170 
                

Total loans

 $2,222,706  $2,033,007  $2,272,778  $2,305,375 

 

 
12

Table Ofof Contents
 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

  

The following table presents the balance in the recorded investment in loans and allowance for loan losses by portfolio segment and based on impairment evaluation method as of September 30, 2016March 31, 2017 and December 31, 2015.2016.

  

(in thousands)

 

Type of loan

      

Type of loan

     

September 30, 2016

 

Commercial

and

industrial

  

Construction

and development

excluding

undeveloped

land

  

Undeveloped

land

  

Real estate

mortgage

  

Consumer

  

Total

 
     

Construction

                 
     

and development

                 
 

Commercial

  

excluding

                 
 

and

  

undeveloped

  

Undeveloped

  

Real estate

         

March 31, 2017

 

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 
                                                

Loans

 $708,508  $171,994  $19,993  $1,288,532  $33,679  $2,222,706  $736,633  $165,832  $21,207  $1,314,397  $34,709  $2,272,778 
                                                

Loans collectively evaluated for impairment

 $705,335  $171,084  $19,338  $1,284,798  $33,592  $2,214,147  $733,790  $165,388  $20,733  $1,311,537  $34,651  $2,266,099 
                                                

Loans individually evaluated for impairment

 $3,115  $910  $655  $3,121  $87  $7,888  $2,843  $444  $474  $2,268  $58  $6,087 
                                                

Loans acquired with deteriorated credit quality

 $58  $-  $-  $613  $-  $671  $-  $-  $-  $592  $-  $592 

 

  

Commercial

and

industrial

  

Construction

and development

excluding

undeveloped

land

  

Undeveloped

land

  

Real estate

mortgage

  

Consumer

  

Total

 

Allowance for loan losses

                        

At December 31, 2015

 $8,645  $1,760  $814  $10,875  $347  $22,441 

Provision (credit)

  2,415   229   (128)  (131)  115   2,500 

Charge-offs

  (627)  -   -   (426)  (419)  (1,472)

Recoveries

  252   21   -   318   309   900 

At September 30, 2016

 $10,685  $2,010  $686  $10,636  $352  $24,369 
                         

Allowance for loans collectively evaluated for impairment

 $9,296  $1,865  $652  $10,483  $291  $22,587 
                         

Allowance for loans individually evaluated for impairment

 $1,389  $145  $34  $153  $61  $1,782 
                         

Allowance for loans acquired with deteriorated credit quality

 $-  $-  $-  $-  $-  $- 

 

      

Construction

                 
      

and development

                 
  

Commercial

  

excluding

                 
  

and

  

undeveloped

  

Undeveloped

  

Real estate

         
  

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 

Allowance for loan losses

                        

At December 31, 2016

 $10,483  $1,923  $684  $10,573  $344  $24,007 

Provision (credit)

  789   202   (32)  (75)  16   900 

Charge-offs

  (450)  -   -   (34)  (121)  (605)

Recoveries

  45   -   -   27   107   179 

At March 31, 2017

 $10,867  $2,125  $652  $10,491  $346  $24,481 
                         

Allowance for loans collectively evaluated for impairment

 $9,737  $2,125  $652  $10,491  $288  $23,293 
                         

Allowance for loans individually evaluated for impairment

 $1,130  $-  $-  $-  $58  $1,188 
                         

Allowance for loans acquired with deteriorated credit quality

 $-  $-  $-  $-  $-  $- 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

(in thousands)

 

Type of loan

     

December 31, 2015

 

Commercial

and

industrial

  

Construction

and development

excluding

undeveloped

land

  

Undeveloped

land

  

Real estate

mortgage

  

Consumer

  

Total

 
                         

Loans

 $644,398  $134,482  $21,185  $1,197,411  $35,531  $2,033,007 
                         

Loans collectively evaluated for impairment

 $639,760  $134,160  $21,185  $1,192,864  $35,463  $2,023,432 
                         

Loans individually evaluated for impairment

 $4,635  $-  $-  $4,050  $68  $8,753 
                         

Loans acquired with deteriorated credit quality

 $3  $322  $-  $497  $-  $822 

 

  

Commercial

and

industrial

  

Construction

and development

excluding

undeveloped

land

  

Undeveloped

land

  

Real estate

mortgage

  

Consumer

  

Total

 

Allowance for loan losses

                        

At December 31, 2014

 $11,819  $721  $1,545  $10,541  $294  $24,920 

Provision (credit)

  793   1,065   (2,131)  872   151   750 

Charge-offs

  (4,065)  (26)  -   (693)  (597)  (5,381)

Recoveries

  98   -   1,400   155   499   2,152 

At December 31, 2015

 $8,645  $1,760  $814  $10,875  $347  $22,441 
                         

Allowance for loans collectively evaluated for impairment

 $8,377  $1,760  $814  $10,667  $279  $21,897 
                         

Allowance for loans individually evaluated for impairment

 $268  $-  $-  $208  $68  $544 
                         

Allowance for loans acquired with deteriorated credit quality

 $-  $-  $-  $-  $-  $- 

(in thousands)

 

Type of loan

     
      

Construction

                 
      

and development

                 
  

Commercial

  

excluding

                 
  

and

  

undeveloped

  

Undeveloped

  

Real estate

         

December 31, 2016

 

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 
                         

Loans

 $736,841  $192,348  $21,496  $1,319,520  $35,170  $2,305,375 
                         

Loans collectively evaluated for impairment

 $734,139  $191,810  $21,022  $1,316,400  $35,111  $2,298,482 
                         

Loans individually evaluated for impairment

 $2,682  $538  $474  $2,516  $59  $6,269 
                         

Loans acquired with deteriorated credit quality

 $20  $-  $-  $604  $-  $624 

      

Construction

                 
      

and development

                 
  

Commercial

  

excluding

                 
  

and

  

undeveloped

  

Undeveloped

  

Real estate

         
  

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 

Allowance for loan losses

                        

At December 31, 2015

 $8,645  $1,760  $814  $10,875  $347  $22,441 

Provision (credit)

  2,775   275   (130)  (68)  148   3,000 

Charge-offs

  (1,216)  (133)  -   (576)  (568)  (2,493)

Recoveries

  279   21   -   342   417   1,059 

At December 31, 2016

 $10,483  $1,923  $684  $10,573  $344  $24,007 
                         

Allowance for loans collectively evaluated for impairment

 $9,276  $1,923  $683  $10,573  $285  $22,740 
                         

Allowance for loans individually evaluated for impairment

 $1,207  $-  $1  $-  $59  $1,267 
                         

Allowance for loans acquired with deteriorated credit quality

 $-  $-  $-  $-  $-  $- 

 

The considerations by Bancorp in computing its allowance for loan losses are determined based on the various risk characteristics of each loan segment. Relevant risk characteristics are as follows:

 

 

Commercial and industrial loans: Loans in this category are made to businesses. Generally these loans are secured by assets of the business and repayment is expected from the cash flows of the business. A decline in the strength of the business or a weakened economy and resultant decreased consumer and/or business spending may have an effect on the credit quality in this loan category.

 

 

Construction and development, excluding undeveloped land: Loans in this category primarily include owner-occupied and investment construction loans and commercial development projects. In most cases, construction loans require only interest to be paid during construction. Upon completion or stabilization, the construction loan may convert to permanent financing in the real estate mortgage segment, requiring principal amortization. Repayment of development loans is derived from sale of lots or units including any pre-sold units. Credit risk is affected by construction delays, cost overruns, market conditions and availability of permanent financing, to the extent such permanent financing is not being provided by Bancorp.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

 

Undeveloped land: Loans in this category are secured by land acquired for development by the borrower, but for which no development has yet taken place. Credit risk is primarily dependent upon the financial strength of the borrower, and can be affected by market conditions and time to sell lots at an adequate price.develop land for ultimate sale. Credit risk is also affected by availability of permanentdevelopment financing, to the extent such permanent financing is not being provided by Bancorp.  

 

 

Real estate mortgage: Loans in this category are made to and secured by owner-occupied residential real estate, owner-occupied real estate used for business purposes, and income-producing investment properties. For owner occupied residential and commercial real estate, repayment is dependent on financial strength of the borrower. For income-producing investment properties, repayment is dependent on financial strength of tenants in addition to the borrower. Underlying properties are generally located in Bancorp's primary market area. Cash flows of income producing investment properties may be adversely impacted by a downturn in the economy as evidenced bythat may cause increased vacancy rates, which in turn, could have an effect on credit quality. Overall health of the economy, including unemployment rates and real estate prices, has an effect on credit quality in this loan category.

 

 

Consumer: Loans in this category may be either secured or unsecured and repayment is dependent on credit quality of the individual borrower and, if applicable, adequacy of collateral securing the loan. Therefore, overall health of the economy, including unemployment rates and stock prices, will have a significant effect on credit quality in this loan category.

 

 

Bancorp has loans that were acquired for which there was, at acquisition, evidence of deterioration of credit quality since origination and for which it was probable that all contractually required payments would not be collected. The carrying amount of those loans is included in the balance sheet amounts of loans at September 30, 2016March 31, 2017 and December 31, 2015.2016. Changes in the fair value adjustment for acquired impaired loans are shown in the following table:

 

(in thousands)

 

Accretable

discount

  

Non-

accretable

discount

  

Accretable

discount

  

Non-

accretable

discount

 

Balance at December 31, 2014

 $62  $266 
        

Accretion

  (59)  (77)

Reclassifications from (to) non-accretable discount

  -   - 

Disposals

  -   - 

Balance at December 31, 2015

 $3  $189  $3  $189 
                

Accretion

  (3)  (41)  (3)  (41)

Reclassifications from (to) non-accretable discount

  -   -   -   - 

Disposals

  -   -   -   - 

Balance at September 30, 2016

 $-  $148 

Balance at December 31, 2016

 $-  $148 
        

Accretion

  -   - 

Reclassifications from (to) non-accretable discount

  -   - 

Disposals

  -   - 

Balance at March 31, 2017

 $-  $148 

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

The following tables present loans individually evaluated for impairment as of September 30, 2016March 31, 2017 and December 31, 2015.2016.

 

(in thousands)

     

Unpaid

      

Average

      

Unpaid

      

Average

 

September 30, 2016

 

Recorded

investment

  

principal

balance

  

Related

allowance

  

recorded

investment

 
 

Recorded

  

principal

  

Related

  

recorded

 

March 31, 2017

 

investment

  

balance

  

allowance

  

investment

 
                                

Loans with no related allowance recorded:

                                

Commercial and industrial

 $999  $1,440  $-  $2,354  $199  $708  $-  $261 

Construction and development, excluding undeveloped land

  -   -   -   -   444   614   -   491 

Undeveloped land

  149   149   -   37   474   507   -   353 
                                

Real estate mortgage

                                

Commercial investment

  94   94   -   214   169   169   -   138 

Owner occupied commercial

  1,060   1,497   -   1,434   1,236   1,674   -   1,139 

1-4 family residential

  920   920   -   980   688   688   -   792 

Home equity - first lien

  -   -   -   3   -   -   -   - 

Home equity - junior lien

  559   559   -   299   175   175   -   324 

Subtotal: Real estate mortgage

  2,633   3,070   -   2,930   2,268   2,706   -   2,393 
                                

Consumer

  26   26   -   22   -   -   -   - 

Subtotal

 $3,807  $4,685  $-  $5,343  $3,385  $4,535  $-  $3,498 
                                

Loans with an allowance recorded:

                                

Commercial and industrial

 $2,116  $2,590  $1,389  $1,433  $2,644  $3,117  $1,130  $2,501 

Construction and development, excluding undeveloped land

  910   910   145   228   -   -   -   - 

Undeveloped land

  506   506   34   127   -   -   -   121 
                                

Real estate mortgage

                                

Commercial investment

  -   -   -   -   -   -   -   - 

Owner occupied commercial

  488   488   153   693   -   -   -   - 

1-4 family residential

  -   -   -   -   -   -   -   - 

Home equity - first lien

  -   -   -   -   -   -   -   - 

Home equity - junior lien

  -   -   -   -   -   -   -   - 

Subtotal: Real estate mortgage

  488   488   153   693   -   -   -   - 
                                

Consumer

  61   61   61   65   58   58   58   58 

Subtotal

 $4,081  $4,555  $1,782  $2,546  $2,702  $3,175  $1,188  $2,680 
                                

Total:

                                

Commercial and industrial

 $3,115  $4,030  $1,389  $3,787  $2,843  $3,825  $1,130  $2,762 

Construction and development, excluding undeveloped land

  910   910   145   228   444   614   -   491 

Undeveloped land

  655   655   34   164   474   507   -   474 
                                

Real estate mortgage

  -   -   -   -                 

Commercial investment

  94   94   -   214   169   169   -   138 

Owner occupied commercial

  1,548   1,985   153   2,127   1,236   1,674   -   1,139 

1-4 family residential

  920   920   -   980   688   688   -   792 

Home equity - first lien

  -   -   -   3   -   -   -   - 

Home equity - junior lien

  559   559   -   299   175   175   -   324 

Subtotal: Real estate mortgage

  3,121   3,558   153   3,623   2,268   2,706   -   2,393 
                                

Consumer

  87   87   61   87   58   58   58   58 

Total

 $7,888  $9,240  $1,782  $7,889  $6,087  $7,710  $1,188  $6,178 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

(in thousands)

     

Unpaid

      

Average

 

December 31, 2015

 

Recorded

investment

  

principal

balance

  

Related

allowance

  

recorded

investment

 
                 

Loans with no related allowance recorded:

                

Commercial and industrial

 $3,119  $3,859  $-  $1,414 

Construction and development, excluding undeveloped land

  -   151   -   21 

Undeveloped land

  -   -   -   - 
                 

Real estate mortgage

                

Commercial investment

  278   278   -   178 

Owner occupied commercial

  1,743   2,713   -   1,622 

1-4 family residential

  906   906   -   661 

Home equity - first lien

  13   13   -   37 

Home equity - junior lien

  92   92   -   69 

Subtotal: Real estate mortgage

  3,032   4,002   -   2,567 
                 

Consumer

  -   -   -   3 

Subtotal

 $6,151  $8,012  $-  $4,005 
                 

Loans with an allowance recorded:

                

Commercial and industrial

 $1,516  $3,087  $268  $4,612 

Construction and development, excluding undeveloped land

  -   -   -   368 

Undeveloped land

  -   -   -   - 
                 

Real estate mortgage

                

Commercial investment

  -   -   -   92 

Owner occupied commercial

  1,018   1,018   208   1,266 

1-4 family residential

  -   -   -   188 

Home equity - first lien

  -   -   -   - 

Home equity - junior lien

  -   -   -   - 

Subtotal: Real estate mortgage

  1,018   1,018   208   1,546 
                 

Consumer

  68   68   68   72 

Subtotal

 $2,602  $4,173  $544  $6,598 
                 

Total:

                

Commercial and industrial

 $4,635  $6,946  $268  $6,026 

Construction and development, excluding undeveloped land

  -   151   -   389 

Undeveloped land

  -   -   -   - 
                 

Real estate mortgage

  -   -   -   - 

Commercial investment

  278   278   -   270 

Owner occupied commercial

  2,761   3,731   208   2,888 

1-4 family residential

  906   906   -   849 

Home equity - first lien

  13   13   -   37 

Home equity - junior lien

  92   92   -   69 

Subtotal: Real estate mortgage

  4,050   5,020   208   4,113 
                 

Consumer

  68   68   68   75 

Total

 $8,753  $12,185  $544  $10,603 

(in thousands)

     

Unpaid

      

Average

 
  

Recorded

  

principal

  

Related

  

recorded

 

December 31, 2016

 

investment

  

balance

  

allowance

  

investment

 
                 

Loans with no related allowance recorded:

                

Commercial and industrial

 $322  $465  $-  $1,947 

Construction and development, excluding undeveloped land

  538   708   -   108 

Undeveloped land

  233   265   -   76 
                 

Real estate mortgage

                

Commercial investment

  107   107   -   193 

Owner occupied commercial

  1,042   1,479   -   1,356 

1-4 family residential

  984   985   -   980 

Home equity - first lien

  -   -   -   3 

Home equity - junior lien

  383   383   -   315 

Subtotal: Real estate mortgage

  2,516   2,954   -   2,847 
                 

Consumer

  -   -   -   18 

Subtotal

 $3,609  $4,392  $-  $4,996 
                 

Loans with an allowance recorded:

                

Commercial and industrial

 $2,360  $2,835  $1,207  $1,619 

Construction and development, excluding undeveloped land

  -   -   -   182 

Undeveloped land

  241   241   1   149 
                 

Real estate mortgage

                

Commercial investment

  -   -   -   - 

Owner occupied commercial

  -   -   -   554 

1-4 family residential

  -   -   -   - 

Home equity - first lien

  -   -   -   - 

Home equity - junior lien

  -   -   -   - 

Subtotal: Real estate mortgage

  -   -   -   554 
                 

Consumer

  59   59   59   63 

Subtotal

 $2,660  $3,135  $1,267  $2,567 
                 

Total:

                

Commercial and industrial

 $2,682  $3,300  $1,207  $3,566 

Construction and development, excluding undeveloped land

  538   708   -   290 

Undeveloped land

  474   506   1   225 
                 

Real estate mortgage

  -   -   -   - 

Commercial investment

  107   107   -   193 

Owner occupied commercial

  1,042   1,479   -   1,910 

1-4 family residential

  984   985   -   980 

Home equity - first lien

  -   -   -   3 

Home equity - junior lien

  383   383   -   315 

Subtotal: Real estate mortgage

  2,516   2,954   -   3,401 
                 

Consumer

  59   59   59   81 

Total

 $6,269  $7,527  $1,267  $7,563 

 

Differences between recorded investment amounts and unpaid principal balance amounts less related allowance are due to partial charge-offs which have occurred over the life of loans.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

Impaired loans include non-accrual loans and accruing loans accounted for as troubled debt restructurings (TDR)(TDRs), which continue to accrue interest. Non-performing loans include the balance of impaired loans plus any loans over 90 days past due and still accruing interest. Bancorp had no loans past due more than 90 days and still accruing interest totaling $80 thousand at September 30, 2016,March 31, 2017, compared with $176$438 thousand at December 31, 2015.2016, and none at March 31, 2016.

 

The following table presents the recorded investment in non-accrual loans as of September 30, 2016March 31, 2017 and December 31, 2015.2016.

 

(in thousands)

 

September 30, 2016

  

December 31, 2015

  

March 31, 2017

  

December 31, 2016

 
                

Commercial and industrial

 $2,177  $3,643  $1,913  $1,767 

Construction and development, excluding undeveloped land

  910   -   444   538 

Undeveloped land

  655   -   474   474 
                

Real estate mortgage

                

Commercial investment

  94   278   169   107 

Owner occupied commercial

  1,548   2,761   1,236   1,042 

1-4 family residential

  920   906   688   984 

Home equity - first lien

  -   13   -   - 

Home equity - junior lien

  559   92   175   383 

Subtotal: Real estate mortgage

  3,121   4,050   2,268   2,516 
                

Consumer

  26   -   -   - 
                

Total

 $6,889  $7,693  $5,099  $5,295 


In the course of working with borrowers, Bancorp may elect to restructure the contractual terms of certain loans. Troubled debt restructurings (TDRs) occur when, for economic or legal reasons related to a borrower’s financial difficulties, Bancorp grants a concession to the borrower that it would not otherwise consider.

At September 30, 2016March 31, 2017 and December 31, 2015,2016, Bancorp had $999$988 thousand and $1.1 million$974 thousand of accruing loans classified as TDR,TDRs, respectively. Bancorp did not modify and classify any additional loans as TDRTDRs during the three or nine month periodsthree-month period ended September 30, 2016 or 2015.March 31, 2016. One commercial loan, with a recorded investment of $38,000 at March 31, 2017 was modified and classified as TDRs in the three-month period ended March 31, 2017. The pre and post-modification balance for this loan was $39,000. The monthly payment amount of this loan was modified to enable the borrower to fulfill the loan agreement. A specific reserve was established for the entire recorded investment of this loan.

 

No loans classified and reported as troubled debt restructured within the twelve months prior to September 30, 2016March 31, 2017 defaulted during the three-month or nine-month periodsperiod ended September 30, 2016. Likewise, no loans classified and reported as troubled debt restructured within the twelve months prior to September 30, 2015 defaulted during the three-month or nine-month periods ended September 30, 2015.March 31, 2017. Loans accounted for as TDRTDRs include modifications from original terms such as those due to bankruptcy proceedings, certain modifications of amortization periods or extended suspension of principal payments due to customer financial difficulties. Loans accounted for as TDR, which have not defaulted,TDRs are individually evaluated for impairment and, at September 30, 2016,March 31, 2017, had a total allowance allocation of $314$339 thousand, compared with $177$207 thousand at December 31, 2015.2016.

Stock Yards Bancorp, inc. and subsidiary

 

At September 30, 2016March 31, 2017 and December 31, 2015,2016, Bancorp did not have any outstanding commitments to lend additional funds to borrowers whose loans have been modified as TDR.TDRs.

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYAt March 31, 2017 formal foreclosure proceedings were in process on five consumer mortgage loans with a total recorded investment of $639 thousand, all secured by residential real estate properties. The recorded investments for these properties ranged from $30 thousand to $524 thousand, and these loans were reported as non-accrual as of March 31, 2017. 

 

The following table presents the aging of the recorded investment in loans as of September 30, 2016March 31, 2017 and December 31, 2015.2016. 

(in thousands)

         

 

              

 

 

September 30, 2016

 

30-59 days

past due

  

60-89 days

past due

  

90 or more

days past

due (includes)

non-accrual)

  

Total

past due

  

Current

  

Total

loans

  

Recorded

investment

> 90 days

and

accruing

 
                             

Commercial and industrial

 $40  $140  $2,177  $2,357  $706,151  $708,508  $- 

Construction and development, excluding undeveloped land

  235   214   910   1,359   170,635   171,994   - 

Undeveloped land

  -   -   654   654   19,339   19,993   - 

Real estate mortgage

                            

Commercial investment

  380   171   94   645   509,483   510,128   - 

Owner occupied commercial

  1,220   331   1,548   3,099   409,634   412,733   - 

1-4 family residential

  1,292   966   954   3,212   242,017   245,229   34 

Home equity - first lien

  -   -   46   46   54,791   54,837   46 

Home equity - junior lien

  641   31   560   1,232   64,373   65,605   - 

Subtotal: Real estate mortgage

  3,533   1,499   3,202   8,234   1,280,298   1,288,532   80 

Consumer

  16   1   26   43   33,636   33,679   - 

Total

 $3,824  $1,854  $6,969  $12,647  $2,210,059  $2,222,706  $80 
                             

December 31, 2015

                            
                             

Commercial and industrial

 $238  $327  $3,643  $4,208  $640,190  $644,398  $- 

Construction and development, excluding undeveloped land

  -   -   -   -   134,482   134,482   - 

Undeveloped land

  -   -   -   -   21,185   21,185   - 

Real estate mortgage

                            

Commercial investment

  290   140   278   708   436,281   436,989   - 

Owner occupied commercial

  -   -   2,761   2,761   417,905   420,666   - 

1-4 family residential

  1,147   94   1,082   2,323   224,252   226,575   176 

Home equity - first lien

  35   51   13   99   50,016   50,115   - 

Home equity - junior lien

  285   173   92   550   62,516   63,066   - 

Subtotal: Real estate mortgage

  1,757   458   4,226   6,441   1,190,970   1,197,411   176 

Consumer

  343   8   -   351   35,180   35,531   - 

Total

 $2,338  $793  $7,869  $11,000  $2,022,007  $2,033,007  $176 

                          

Recorded

 

(in thousands)

             

90 or more

          

investment

 
              

days past

          

> 90 days

 
      

30-59 days

  

60-89 days

  

due (includes)

  

Total

  

Total

  

and

 

March 31, 2017

 

Current

  

past due

  

past due

  

non-accrual)

  

past due

  

loans

  

accruing

 
                             

Commercial and industrial

 $730,458  $4,262  $-  $1,913  $6,175  $736,633  $- 

Construction and development, excluding undeveloped land

  165,363   25   -   444   469   165,832   - 

Undeveloped land

  20,733   -   -   474   474   21,207   - 
                             

Real estate mortgage

                            

Commercial investment

  545,153   903   732   169   1,804   546,957   - 

Owner occupied commercial

  404,628   345   -   1,236   1,581   406,209   - 

1-4 family residential

  240,903   2,362   396   688   3,446   244,349   - 

Home equity - first lien

  51,073   3   -   -   3   51,076   - 

Home equity - junior lien

  65,463   168   -   175   343   65,806   - 

Subtotal: Real estate mortgage

  1,307,220   3,781   1,128   2,268   7,177   1,314,397   - 
                             

Consumer

  34,707   -   2   -   2   34,709   - 
                             

Total

 $2,258,481  $8,068  $1,130  $5,099  $14,297  $2,272,778  $- 
                             

December 31, 2016

                            
                             

Commercial and industrial

 $734,682  $84  $290  $1,785  $2,159  $736,841  $18 

Construction and development, excluding undeveloped land

  191,810   -   -   538   538   192,348   - 

Undeveloped land

  21,022   -   -   474   474   21,496   - 
                             

Real estate mortgage

                            

Commercial investment

  537,998   631   64   193   888   538,886   86 

Owner occupied commercial

  406,726   342   -   1,224   1,566   408,292   182 

1-4 family residential

  246,730   1,174   576   1,018   2,768   249,498   34 

Home equity - first lien

  55,027   231   21   46   298   55,325   46 

Home equity - junior lien

  66,911   99   126   383   608   67,519   72 

Subtotal: Real estate mortgage

  1,313,392   2,477   787   2,864   6,128   1,319,520   420 
                             

Consumer

  34,965   28   105   72   205   35,170   - 
                             

Total

 $2,295,871  $2,589  $1,182  $5,733  $9,504  $2,305,375  $438 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

Consistent with regulatory guidance, Bancorp categorizes loans into credit risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information and current economic trends. Pass-rated loans included all risk-rated loans other than those classified as other assets especially mentioned, substandard, and doubtful, which are defined below:

 

Other assets especially mentioned (“OAEM”): Loans classified as OAEM have potential weaknesses that deserve management's close attention. These potential weaknesses may result in deterioration of repayment prospects for the loan or of Bancorp's credit position at some future date.

 

 

Substandard: Loans classified as substandard are inadequately protected by the paying capacity of the obligor or of collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize repayment of the debt. Default is a distinct possibility if the deficiencies are not corrected.

  

 

Substandard non-performing: Loans classified as substandard non-performing have all the characteristics of substandard loans and have been placed on non-accrual status or have been accounted for as troubled debt restructurings. Loans are placed on non-accrual status when prospects for recovering both principal and accrued interest are considered doubtful or when a default of principal or interest has existed for 90 days or more.

  

 

Doubtful: Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or repayment in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

As of September 30, 2016March 31, 2017 and December 31, 2015,2016, the internally assigned risk grades of loans by category were as follows:

 

(in thousands)

                    

 

              

Substandard

      

Total

 

September 30, 2016

 

Pass

  

OAEM

  

Substandard

  

Substandard

non-performing

  

Doubtful

  

Total

loans

 

March 31, 2017

 

Pass

  

OAEM

  

Substandard

  

non-performing

  

Doubtful

  

loans

 
                                                

Commercial and industrial

 $684,445  $15,290  $5,658  $3,115  $-  $708,508  $710,959  $16,489  $6,342  $2,843  $-  $736,633 

Construction and development, excluding undeveloped land

  170,755   -   329   910   -   171,994   165,063   -   325   444   -   165,832 

Undeveloped land

  19,338   -   1   654   -   19,993   20,703   -   30   474   -   21,207 
                        

Real estate mortgage

                                                

Commercial investment

  508,150   1,884   -   94   -   510,128   546,391   375   22   169   -   546,957 

Owner occupied commercial

  401,383   8,294   1,508   1,548   -   412,733   395,895   6,989   2,089   1,236   -   406,209 

1-4 family residential

  244,275   -   -   954   -   245,229   242,341   431   889   688   -   244,349 

Home equity - first lien

  54,791   -   -   46   -   54,837   50,901   -   -   175   -   51,076 

Home equity - junior lien

  65,045   -   -   560   -   65,605   65,429   53   324   -   -   65,806 

Subtotal: Real estate mortgage

  1,273,644   10,178   1,508   3,202   -   1,288,532   1,300,957   7,848   3,324   2,268   -   1,314,397 
                        

Consumer

  33,592   -   -   87   -   33,679   34,545   106   -   58   -   34,709 
                        

Total

 $2,181,774  $25,468  $7,496  $7,968  $-  $2,222,706  $2,232,227  $24,443  $10,021  $6,087  $-  $2,272,778 
                                                
                                                

December 31, 2015

                        

December 31, 2016

                        
                                                

Commercial and industrial

 $612,853  $19,672  $7,238  $4,635  $-  $644,398  $714,025  $14,266  $5,850  $2,700  $-  $736,841 

Construction and development, excluding undeveloped land

  133,342   773   367   -   -   134,482   191,455   -   355   538   -   192,348 

Undeveloped land

  20,513   517   155   -   -   21,185   21,022   -   -   474   -   21,496 
                        

Real estate mortgage

                                                

Commercial investment

  434,528   2,183   -   278   -   436,989   538,688   -   5   193   -   538,886 

Owner occupied commercial

  397,357   17,135   3,413   2,761   -   420,666   396,997   7,960   2,111   1,224   -   408,292 

1-4 family residential

  224,645   848   -   1,082   -   226,575   247,888   -   592   1,018   -   249,498 

Home equity - first lien

  50,102   -   -   13   -   50,115   55,279   -   -   46   -   55,325 

Home equity - junior lien

  62,924   50   -   92   -   63,066   66,710   -   426   383   -   67,519 

Subtotal: Real estate mortgage

  1,169,556   20,216   3,413   4,226   -   1,197,411   1,305,562   7,960   3,134   2,864   -   1,319,520 
                        

Consumer

  35,463   -   -   68   -   35,531   35,039   -   -   131   -   35,170 
                        

Total

 $1,971,727  $41,178  $11,173  $8,929  $-  $2,033,007  $2,267,103  $22,226  $9,339  $6,707  $-  $2,305,375 

  

 
21

Table Ofof Contents
 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

(4)

Deposits

 

The composition of interest bearingthe Bank’s deposits outstanding at September 30, 2016March 31, 2017 (unaudited) and December 31, 2015 are2016 is as follows:

 

 

September 30,

  

December 31,

  

March 31,

  

December 31,

 

(In thousands)

 

2016

  

2015

  

2017

  

2016

 
                

Non-interest bearing demand

 $686,535  $680,156 
        

Interest bearing deposits:

        

Interest bearing demand

 $665,360  $737,347   765,632   768,139 

Savings

  136,503   127,496   146,387   140,030 

Money market

  662,416   655,729   703,421   682,421 

Time deposits:

        
less than $100,000  150,466   161,738 
$100,000-$250,000  61,366   66,636 
Greater than $250,000  34,408   38,988 
        

Time deposits of more than $250,000

  37,359   40,427 

Other time deposits

  204,921   209,375 

Total time deposits

  246,240   267,362   242,280   249,802 
                

Total interest bearing deposits

 $1,710,519  $1,787,934   1,857,720   1,840,392 
        

Total deposits

 $2,544,255  $2,520,548 

 

Maturities of time deposits of $100,000 or more than $250,000, outstanding at September 30, 2016March 31, 2017, are summarized as follows:

 

(In thousands)

 

Amount

  

Amount

 
        

3 months or less

 $20,746  $13,136 

Over 3 through 6 months

  13,345   5,894 

Over 6 through 12 months

  30,556   9,209 

Over 12 months

  31,127 

Over 1 through 3 years

  5,601 

Over 3 years

  3,519 

Total

 $95,774  $37,359 

 

(5)

Securities Sold Under Agreements to Repurchase

 

Securities sold under agreements to repurchase, which represent excess funds from commercial customers as part of a cash management service, totaled $67.3$65.7 million and $64.5$67.6 million at September 30, 2016March 31, 2017 and December 31, 2015,2016, respectively. Bancorp enters into sales of securities under agreement to repurchase at a specified future date. At September 30, 2016,March 31, 2017, all of these financing arrangements had overnight maturities and were secured by government sponsored enterprise obligations and government agency mortgage-backed securities which were owned and under the control of Bancorp.

 

(6)

Federal Home Loan Bank Advances

 

Bancorp had outstanding borrowings totaling of $51.4$50.8 million and $43.5$51.1 million at September 30, 2016March 31, 2017 and December 31, 2015,2016, respectively, via 14 separate fixed-rate advances. ForAs of March 31, 2017, for two advances totaling $30 million, both of which are non-callable, interest payments are due monthly, with principal due at maturity. For the remaining advances totaling $21.4$20.8 million, principal and interest payments are due monthly based on an amortization schedule.

 

 
22

Table Ofof Contents
 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

 

The following is a summary of the contractual maturities and average effective rates of outstanding advances:

  

(In thousands)

 

September 30, 2016

  

December 31, 2015

 

Year

 

Advance

  

Fixed Rate

  

Advance

  

Fixed Rate

 

2016

 $30,000   0.55

%

 $30,000   0.55

%

2020

  1,802   2.23   1,838   2.23 

2021

  377   2.12   429   2.12 

2024

  2,713   2.36   2,865   2.36 

2025

  6,160   2.43   6,991   2.44 

2026

  9,000   1.99   -   - 

2028

  1,314   1.48   1,345   1.48 
                 

Total

 $51,366   1.22

%

 $43,468   1.09

%

In addition to the fixed-rate advances listed above, Bancorp had a $60 million cash management advance from the FHLB. This advance matured in the first week of October 2016 and was used to manage Bancorp’s overall cash position. Due to the short nature of the advance, it was recorded on the consolidated balance sheet within Federal funds purchased and other short-term borrowings.

(In thousands)

 

March 31, 2017

  

December 31, 2016

 

Year

 

Advance

  

Fixed Rate

  

Advance

  

Fixed Rate

 

2017

 $30,000   0.92

%

 $30,000   0.70

%

2020

  1,778   2.23   1,790   2.23 

2021

  341   2.12   359   2.12 

2024

  2,611   2.36   2,661   2.36 

2025

  5,889   2.43   6,025   2.43 

2026

  8,843   1.99   8,936   1.99 

2028

  1,293   1.48   1,304   1.48 
                 

Total

 $50,755   1.42

%

 $51,075   1.30

%

 

Advances from the FHLB are collateralized by certain commercial and residential real estate mortgage loans totaling $651.1 million under a blanket mortgage collateral agreement and FHLB stock. Bancorp believes these borrowings to be an effective alternative to higher cost time deposits to manage interest rate risk associated with long-term fixed rate loans. At September 30, 2016,March 31, 2017, the amount of available credit from the FHLB totaled $366.5$500.1 million.

 

23

Table Of Contents

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

(7)

(7)       Other Comprehensive Income

 

The following table illustrates activity within the balances in accumulated other comprehensive income by component, and is shown for the ninethree months ended September 30, 2016March 31, 2017 and 2015.2016.

 

  

Net unrealized

  

Net unrealized

  

Minimum

     
  

gains on

  

gains (losses)

  

pension

     
  

securities

  

on cash

  

liability

     

(in thousands)

 

available-for-sale

  

flow hedges

  

adjustment

  

Total

 
                 

Balance at December 31, 2015

 $965  $(60) $(273) $632 
                 

Net current period other comprehensive gain (loss)

  3,653   (339)  -   3,314 

Balance at March 31, 2016

 $4,618  $(399) $(273) $3,946 
                 
                 

Balance at December 31, 2016

 $(1,211) $(16) $(272) $(1,499)
                 

Net current period other comprehensive income gain (loss)

  689   85   -   774 

Balance at March 31, 2017

 $(522) $69  $(272) $(725)

(in thousands)

 

Net unrealized

gains on

securities

available-for-sale

  

Net unrealized

gains (losses)

on cash

flow hedges

  

Minimum

pension

liability

adjustment

  

Total

 
                 

Balance at December 31, 2014

 $2,456  $16  $(387) $2,085 
                 

Net current period other comprehensive gain (loss)

  1,270   (250)  -   1,020 

Balance at September 30, 2015

 $3,726  $(234) $(387) $3,105 
                 
                 

Balance at December 31, 2015

 $965  $(60) $(273) $632 
                 

Net current period other comprehensive income gain (loss)

  4,110   (301)  -   3,809 

Balance at September 30, 2016

 $5,075  $(361) $(273) $4,441 
23

Table of Contents

 

Stock Yards Bancorp, inc. and subsidiary

 

(8)

(8)       Derivative Financial Instruments

 

Occasionally, Bancorp enters into free-standing interest rate swaps for the benefit of its commercial customers who desire to hedge their exposure to rising interest rates. Bancorp offsets its interest rate exposure on these transactions by entering into offsetting swap agreements with substantially matching terms with approved reputable independent counterparties. These undesignated derivative instruments are recognized on the consolidated balance sheet at fair value. Because of matching terms of offsetting contracts and collateral provisions mitigating any non-performance risk, changes in fair value subsequent to initial recognition are expected to have an insignificant effect on earnings. Exchanges of cash flows related to the undesignated interest rate swap agreements for the first ninethree months of 20162017 were offsetting and therefore had no net effect on Bancorp’s earnings or cash flows.

 

Interest rate swap agreements derive their value from underlying interest rates. These transactions involve both credit and market risk. Notional amounts are amounts on which calculations, payments, and the value of the derivative are based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Bancorp is exposed to credit-related losses in the event of nonperformance by counterparties to these agreements. Bancorp mitigates the credit risk of its financial contracts through credit approvals, limits, collateral, borrower credit limits and monitoring procedures, and does not expect any counterparties to fail their obligations.

 

24

Table Of Contents

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

At September 30, 2016March 31, 2017 and December 31, 2015,2016, Bancorp had outstanding undesignated interest rate swap contracts as follows:follows

 

(dollar amounts in thousands)

 

Receiving

  

Paying

  

Receiving

  

Paying

 
 

September 30,

  

December 31,

  

September 30,

  

December 31,

  

March 31,

  

December 31,

  

March 31,

  

December 31,

 
 

2016

  

2015

  

2016

  

2015

  

2017

  

2016

  

2017

  

2016

 

Notional amount

 $38,706  $10,788  $38,706  $10,788  $43,380  $43,986  $43,380  $43,986 

Weighted average maturity (years)

  10.2   6.9   10.2   6.9   9.7   9.9   9.7   9.9 

Fair value

 $(1,372) $(461) $1,372  $461  $(331) $(178) $331  $178 

 

In 2013,2016, Bancorp entered into an interest rate swap to hedge cash flows of a $10 million rolling fixed-rate three-month FHLB borrowing. The swap began December 20136, 2016 and ends December 2016.6, 2021. In 2015, Bancorp entered into an interest rate swap to hedge cash flows of a $20 million rolling fixed-rate three-month FHLB borrowing. The swap began December 9, 2015 and matures December 6, 2020. For purposes of hedging, the rolling fixed rate advances are considered to be floating rate liabilities. The interestInterest rate swaps involve exchange of Bancorp’s floating rate interest payments for fixed rate swap payments on underlying principal amounts. These swaps were designated, and qualified, for cash-flow hedge accounting. For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of gains or losses is reported as a component of other comprehensive income, and is subsequently reclassified into earnings as an adjustment to interest expense in periods in which the hedged forecasted transaction affects earnings.

 

24

Table of Contents

Stock Yards Bancorp, inc. and subsidiary

The following table details Bancorp’s derivative position designated as a cash flow hedge, and the fair values as of September 30, 2016March 31, 2017 and December 31, 2015.2016.

  

(dollars in thousands)

(dollars in thousands)

                

(dollars in thousands)

              

Notional

amount

 

Maturity

date

 

Receive (variable)

index

 

Pay fixed

swap rate

  

Fair value

September 30, 2016

  

Fair value

December 31, 2015

 
                 
          

Fair Value

 

Notional

Notional

 

Maturity

 

Receive (variable)

 

Pay fixed

  

assets (liabilities)

 

amount

amount

 

date

 

index

 

swap rate

  

March 31, 2017

  

December 31, 2016

 
$10,000 12/6/2016 

US 3 Month LIBOR

  0.72% $2  $8 10,000 

12/6/2021

 

US 3 Month LIBOR

  1.89% $46  $16 
20,000 12/6/2020 

US 3 Month LIBOR

  1.79%  (558)  (101)20,000 

12/6/2020

 

US 3 Month LIBOR

  1.79%  61   9 
$30,000      1.43% $(556) $(93)30,000      1.82% $107  $25 

 

 

(9)

(9)       Goodwill and Intangible Assets

 

US GAAP requires that goodwill and intangible assets with indefinite useful lives not be amortized, but instead be tested for impairment at least annually. Annual evaluations have resulted in no indication of impairment. Bancorp currently has goodwill in the amount of $682 thousand from the 1996 acquisition of an Indiana bank. This goodwill is assigned to the commercial banking segment of Bancorp.

 

Bancorp recorded a gross core deposit intangible totaling $2.5 million as a result of its 2013 acquisition of THE BANCorp, Inc. This intangible is being amortized over the expected life of the underlying deposits to which the intangible is attributable. At September 30, 2016,March 31, 2017, the unamortized core deposit intangible was $1.5$1.4 million.

25

Table Of Contents

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

 

Mortgage servicing rights (MSRs) are initially recognized at fair value when mortgage loans are sold with servicing retained. The MSRs are amortized in proportion to and over the period of estimated net servicing income, considering appropriate prepayment assumptions. MSRs are evaluated quarterly for impairment by comparing carrying value to fair value. Estimated fair values of MSRs at September 30, 2016March 31, 2017 and December 31, 20152016 were $2.3$2.8 million and $3.1$2.7 million, respectively. Total outstanding principal balances of loans serviced for others were $374.4$365.0 million and $410.8$372.2 million at September 30, 2016,March 31, 2017, and December 31, 2015,2016, respectively.

 

Changes in the net carrying amount of MSRs for the ninethree months ended September 30,March 31, 2017 and 2016 and 2015 are shown in the following table:

  

For the three months

 
  

ended March 31,

 

(in thousands)

 

2017

  

2016

 

Balance at beginning of period

 $921  $1,018 

Additions for mortgage loans sold

  42   29 

Amortization

  (72)  (58)
         

Balance at end of period

 $891  $989 

 

  

For the nine months

 
  

ended September 30,

 

(in thousands)

 

2016

  

2015

 

Balance at beginning of period

 $1,018  $1,131 

Additions for mortgage loans sold

  105   306 

Amortization

  (192)  (569)

Balance at September 30

 $931  $868 
25

Table of Contents

 

(10)

Stock Yards Bancorp, inc. and subsidiary

(10)     Defined Benefit Retirement Plan

 

Bancorp sponsors an unfunded, non-qualified, defined benefit retirement plan for three key officers (two current and one retired), and has no plans to increase the number of or benefits to participants. Benefits vest based on 25 years of service. The retired officer and one current officer are fully vested and one current officer will be fully vested in June of 2017. Actuarially determined pension costs are expensed and accrued over the service period, and benefits are paid from Bancorp’s assets. Net periodic benefits costs, which include interest cost and amortization of net losses, totaled $33$34 thousand and $36$33 thousand, for the three months ended September 30,March 31, 2017 and 2016, and 2015, respectively. For the nine months ended September 30, 2016 and 2015, the net periodic benefit costs totaled $100 thousand and $107 thousand, respectively.

 

(11)

(11)    Commitments and Contingent Liabilities

 

As of September 30, 2016,March 31, 2017, Bancorp had various commitments outstanding that arose in the normal course of business, including standby letters of credit and commitments to extend credit, which are properly not reflected in the consolidated financial statements. In management’s opinion, at March 31, 2017 commitments to extend credit of $646.6$651.2 million, including standby letters of credit of $14.5$14.1 million, represent normal banking transactions. Commitments to extend credit were $636.9$628.3 million, including letters of credit of $12.8$15.6 million, as of December 31, 2015.2016. Commitments to extend credit are agreementsan agreement to lend to a customer as long as collateral is available and there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Commitments to extend credit are mainly comprised of commercial lines of credit, construction and home equity credit lines and credit cards issued to commercial customers. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Bancorp uses the same credit and collateral policies in making commitments and conditional guarantees as for on-balance sheet instruments. Bancorp evaluates each customer’s creditworthiness on a case by case basis. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, equipment, and real estate. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, our maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments. At September 30, 2016,March 31, 2017, Bancorp has accrued $317$350 thousand in other liabilities for inherent risks related to unfunded credit commitments.

26

Table Of Contents

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

 

Standby letters of credit and financial guarantees written are conditional commitments issued by Bancorp to guarantee the performance of a customer to a thirdfirst party. Those guarantees are primarily issued to support privatecustomer commercial transactions. Standby letters of credit generally have maturities of one to two years.

 

Also, as of September 30, 2016,March 31, 2017, in the normal course of business, there were pending legal actions and proceedings in which claims for damages are asserted. Management, after discussion with legal counsel, believes the ultimate result of these legal actions and proceedings will not have a material adverse effect on the consolidated financial position or results of operations of Bancorp.

 

(12)

(12)     Preferred Stock

 

Bancorp has a class of preferred stock (no par value; 1,000,000 shares authorized), the relative rights, preferences and other terms of which or any series within the class will be determined by the Board of Directors prior to any issuance. None of this stock has been issued to date.

26

Table of Contents

Stock Yards Bancorp, inc. and subsidiary

 

(13)

Stock Split

 

On April 29, 2016 Bancorp declared a 3 for 2 stock split to be effected as a 50% stock dividend to shareholders of record on May 13, 2016, payable May 27, 2016. Share and per share information has been adjusted for this split.

 

(14)

(14)     Stock-Based Compensation

 

The fair value of all awards granted, net of estimated forfeitures, is recognized as compensation expense over the respective service period.

 

Bancorp currently has one stock-based compensation plan. At Bancorp's 2015 Annual Meeting of Shareholders, shareholders approved the 2015 Omnibus Equity Compensation Plan and authorized the shares available from the expiring 2005 plan for future awards under the 2015 plan. No additional shares were made available. As of September 30, 2016, there were 388,339 shares available for future awards. The 2005 Stock Incentive Plan expired in April 2015; however, options and2015. No additional shares were made available. Options granted under the 2005 plan expired as of March 31, 2017. SARs granted under thisthe 2005 plan expire as late as 2025. As of March 31, 2017, there were 273,302 shares available for future awards.

 

Options, which have not been granted since 2007, generally had a vesting schedule of 20% per year.year and as of March 31, 2017, all have been exercised. Stock appreciation rights (“SARs”) granted have a vesting schedule of 20% per year. Options and SARs expire ten years after the grant date unless forfeited due to employment termination.

 

Restricted shares granted to officers vest over five years. All restricted shares have been granted at a price equal to the market value of common stock at the time of grant. For all grants prior to 2015, grantees are entitled to dividend payments during the vesting period. For grants in 2015, 2016, and 2016,2017, forfeitable dividends are deferred until shares are vested.

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

 

Grants of performance stock units (“PSUs”) vest based upon service and a single three-year performance period which begins January 1 of the first year of the performance period. Because grantees are not entitled to dividend payments during the performance period, the fair value of these PSUs is estimated based upon the fair value of the underlying shares on the date of grant, adjusted for non-payment of dividends. Beginning in 2015, grants require a one year post-vesting holding periods. For 2015, 2016 and 2016,2017, the fair value of such grants incorporates a liquidity discount of 4.80%, 4.50% and 4.50%5.12%, respectively, related to the holding period.

 

Grants of restricted stock units (“RSUs”) to directors are time-based and vest 12 months after grant date. Because grantees are entitled to deferred dividend payments at the end of the vesting period, fair value of the RSUs is estimated based on fair value of underlying shares on the date of grant.

 

Stock Yards Bancorp, inc. and subsidiary

Bancorp has recognized stock-based compensation expense, within salaries and employee benefits for employees, and within other non-interest expense for directors, in the consolidated statements of income as follows:

   

 

For three months ended

  

For nine months ended

  

For three months ended

 
 

September 30,

  

September 30,

  

March 31,

 

(in thousands)

 

2016

  

2015

  

2016

  

2015

  

2017

  

2016

 

Stock-based compensation expense before income taxes

 $573  $566  $1,646  $1,561  $660  $513 
        

Less: deferred tax benefit

  (200)  (198)  (576)  (546)  (231)  (180)

Reduction of net income

 $373  $368  $1,070  $1,015  $429  $333 

Bancorp’s net income for the three months ended March 31, 2017 reflected the implementation of ASU 2016-09 which changed the way excess tax benefits and deficiencies related to share-based compensation are recorded. Prior to 2017 these were recorded directly to additional paid-in capital and, thus did not affect earnings. Beginning in 2017 these are recorded as a tax expense or benefit in the income statement, and for the three months ended March 31, 2017 resulted in a $1.0 million increase in net income. This tax benefit is not reflected in the table above.

 

Bancorp expects to record an additional $541 thousand$2.1 million of stock-based compensation expense in 20162017 for equity grants outstanding as of September 30, 2016.March 31, 2017. As of September 30, 2016,March 31, 2017, Bancorp has $4.2$6.4 million of unrecognized stock-based compensation expense that is expected to be recorded as compensation expense over the next five years as awards vest. Bancorp receivedused cash of $1.6 million and $2.0 million from the exercise of options$216 thousand during the first ninethree months of 2017 for the purchase of shares upon the vesting of restricted stock units, net of cash received for options exercised. This compares to cash received of $495 thousand during the first three months of 2016 and 2015, respectively.for similar activity.

 

Fair values of Bancorp’s stock options and SARs are estimated at the date of grant using the Black-Scholes option pricing model, a leading formula for calculating the value of stock options and SARs. This model requires the input of assumptions, changes to which can materially affect the fair value estimate. Fair value of restricted shares is determined by Bancorp’s closing stock price on the date of grant. The following assumptions were used in SAR valuations at the grant date in each year:

 

  

2016

  

2015

 
         

Dividend yield

  2.94%  2.97%

Expected volatility

  19.31%  22.81%

Risk free interest rate

  1.70%  1.91%

Expected life of SARs (years)

  7.3   7.5 

  

2017

  

2016

 
         

Dividend yield

  2.72%  2.94%

Expected volatility

  19.47%  19.31%

Risk free interest rate

  2.29%  1.70%

Expected life of SARs (years)

  7.0   7.3 

 

Dividend yield and expected volatility are based on historical information for Bancorp corresponding to the expected life of options and SARs granted. Expected volatility is the volatility of the underlying shares for the expected term on a monthly basis. The risk free interest rate is the implied yield currently available on U.S. Treasury issues with a remaining term equal to the expected life of the options. The expected life of SARs is based on actual experience of past like-term SARs. Bancorp evaluates historical exercise and post-vesting termination behavior when determining the expected life.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

A summary of stock option and SARs activity and related information for the nine monthstwelve month period ended September 30,December 31, 2016 and the three month period ended March 31, 2017 follows:

 

  

Options

and SARs

(in thousands)

  

Exercise

price

  

Weighted

average

exercise

price

  

Aggregate

intrinsic

value

(in thousands)

  

Weighted

average

fair

value

  

Weighted

average

remaining

contractual

life (in years)

 
                           

At December 31, 2015

                          

Vested and exercisable

  656  $14.02-19.44  $15.75  $6,191  $3.39   3.7 

Unvested

  266   15.24-24.55   18.66   1,733   3.29   7.7 

Total outstanding

  922   14.02-24.55   16.59   7,924   3.36   4.8 
                           
                           

Granted

  87    25.76    25.76   629   3.56     

Exercised

  (190)  14.02-17.89   16.36   2,405   3.71     

Forfeited

  (3)  14.02-15.84   15.18   33   2.94     
                           

At September 30, 2016

                          

Vested and exercisable

  556   14.02-24.56   15.83   9,533   3.25   4.0 

Unvested

  260   15.24-25.76   21.48   2,979   3.43   8.0 

Total outstanding

  816   14.02-25.76   17.63  $12,512   3.31   5.3 
                           

Vested year-to-date

  92   15.24-24.56   17.46  $1,432   3.14     

                        

Weighted

 
            

Weighted

  

Aggregate

  

Weighted

  

average

 
  

Options

        

average

  

intrinsic

  

average

  

remaining

 
  

and SARs

  

Exercise

  

exercise

  

value

  

fair

  

contractual

 
  

(in thousands)

  

price

  

price

  

(in thousands)

  

value

  

life (in years)

 
                           

At December 31, 2015

                          

Vested and exercisable

  656   $14.02-19.44  $15.75  $6,191  $3.39   3.7 

Unvested

  266   15.24-24.55   18.66   1,733   3.29   7.7 

Total outstanding

  922   14.02-24.55   16.59   7,924   3.36   4.8 
                           
                           

Granted

  88   25.76-33.08   25.84   1,866   3.56     

Exercised

  (272)  14.02-17.89   16.38   4,155   3.73     

Forfeited

  (3)  14.02-15.84   15.18   60   2.94     
                           

At December 31, 2016

                          

Vested and exercisable

  475   14.02-24.56   15.72   14,820   3.16   4.3 

Unvested

  260   15.24-33.08   21.53   6,623   3.43   7.8 

Total outstanding

  735   14.02-33.08   17.78   21,443   3.26   5.5 
                           
                           

Granted

  46   40.00-40.00   40.00   30   6.34     

Exercised

  (15)  14.02-17.89   15.60   474   3.56     

Forfeited

  -    -    -   -   -     
                           

At March 31, 2017

                          

Vested and exercisable

  550   14.02-25.76   16.33   13,384   3.15   4.5 

Unvested

  216   15.24-40.00   26.43   3,068   4.17   8.4 

Total outstanding

  766   14.02-40.00   19.17  $16,452   3.44   5.6 
                           

Vested year-to-date

  91   $15.24-25.76  $19.34  $1,942  $3.18     

 

Intrinsic value for stock options and SARs is defined as the amount by which the current market price of the underlying stock exceeds the exercise or grant price.

 

Stock Yards Bancorp, inc. and subsidiary

A summary of activity for the periods ending December 31, 20152016 and September 30, 2016March 31, 2017 for restricted shares of common stock granted to officers is outlined in the following table:

 

 

Number

  

Grant date

weighted-

average cost

      

Grant date

 

Unvested at December 31, 2014

  171,139  $16.63 

Shares awarded

  52,898   22.99 

Restrictions lapsed and shares released

  (61,205)  15.89 

Shares forfeited

  (6,974)  18.97 
     

weighted-

 
 

Number

  

average cost

 

Unvested at December 31, 2015

  155,858  $18.98   155,858  $18.98 

Shares awarded

  51,122   25.78   51,122   25.78 

Restrictions lapsed and shares released

  (48,711)  17.94   (49,265)  17.98 

Shares forfeited

  (12,007)  20.69   (12,480)  20.69 

Unvested at September 30, 2016

  146,262  $21.55 

Unvested at December 31, 2016

  145,235  $21.57 
        

Shares awarded

  28,625   44.85 

Restrictions lapsed and shares released

  (46,052)  19.73 

Shares forfeited

  (3,009)  21.85 

Unvested at March 31, 2017

  124,799  $27.58 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

 

Bancorp awarded performance-based restricted stock units (“PSUs”) to executive officers of Bancorp, the single three-year performance period for which began January 1 of the award year. The following table outlines the PSU grants.

  

Vesting

      

Expected

 

Grant

 

period

  

Fair

  

shares to

 

year

 

in years

  

value

  

be awarded

 

2014

  3  $17.61   50,024 

2015

  3   20.02   36,337 

2016

  3   22.61   27,663 

  

Vesting

      

Expected

 

Grant

 

period

  

Fair

  

shares to

 

year

 

in years

  

value

  

be awarded

 

2015

  3  $20.02   51,910 

2016

  3   22.61   58,786 

2017

  3   35.66   24,756 

 

In the first quarter of 2016,2017, Bancorp awarded 8,1444,680 RSUs to directors of Bancorp with a grant date fair value of $200 thousand. In the second quarter of 2016, 1,018 RSUs were cancelled, leaving 7,126 RSUs outstanding with a grant date fair value of $175$220 thousand.

 

Stock Yards Bancorp, inc. and subsidiary

 

  

(15)

(15)     Net Income Per Share

 

The following table reflects, for the three and nine months ended September 30,March 31, 2017 and 2016, and 2015, net income (numerator) and average shares outstanding (denominator) for basic and diluted net income per share computations:

  

Three months ended

  

Nine months ended

 

(In thousands, except per share data)

 

September 30,

  

September 30,

 
  

2016

  

2015

  

2016

  

2015

 

Net income

 $10,467  $9,284  $30,411  $27,541 

Average shares outstanding

  22,385   22,131   22,325   22,056 

Dilutive securities

  418   348   386   354 
                 

Average shares outstanding including dilutive securities

  22,803   22,479   22,711   22,410 
                 

Net income per share, basic

 $0.47  $0.42  $1.36  $1.25 

Net income per share, diluted

 $0.46  $0.41  $1.34  $1.23 

  

Three months ended

 

(In thousands, except per share data)

 

March 31,

 
  

2017

  

2016

 

Net income

 $10,791  $9,835 

Average shares outstanding

  22,492   22,254 

Dilutive securities

  510   338 
         
Average shares outstanding including dilutive securities  23,002   22,592 
         

Net income per share, basic

 $0.48  $0.44 

Net income per share, diluted

 $0.47  $0.44 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

(16)

Segments

 

Bancorp’s principal activities include commercial banking and wealth management and trust. Commercial banking provides a full range of loan and deposit products to individual consumers and businesses. Commercial banking also includes Bancorp’s mortgage origination and securities brokerage activity. Wealth management and trust provides financial management services including investment management, trust and estate administration, and retirement plan services.

 

Financial information for each business segment reflects that which is specifically identifiable or allocated based on an internal allocation method. Income taxes are allocated based on the effective federal income tax rate adjusted for any tax exempt activity. All tax exempt activity and provision for loan losses have been allocated to the commercial banking segment. Measurement of performance of business segments is based on the management structure of Bancorp and is not necessarily comparable with similar information for any other financial institution. Information presented is also not necessarily indicative of the segments’ operations if they were independent entities.

 

Principally, all of the net assets of Stock Yards Bancorp, Inc. are involved in the commercial banking segment. Bancorp has goodwill of $682,000 related to a bank acquisition in 1996 which has been assigned to the commercial banking segment. Assets assigned to WM&T consist of premises and equipment, net of accumulated depreciation.

Selected financial information by business segment for the three and nine month periods ended September 30,March 31, 2017 and 2016 and 2015 follows:

 

     

Wealth

          

Wealth

     
 

Commercial

  

management

      

Commercial

  

management

     

(in thousands)

 

banking

  

and trust

  

Total

  

banking

  

and trust

  

Total

 

Three months ended September 30, 2016

            
            

Three months ended March 31, 2017

            

Net interest income

 $24,690  $70  $24,760  $25,107  $77  $25,184 

Provision for loan losses

  1,250   -   1,250   900   -   900 

Wealth management and trust services

  -   4,800   4,800   -   5,094   5,094 

All other non-interest income

  6,558   -   6,558   5,703   -   5,703 

Non-interest expense

  17,722   2,796   20,518   18,101   3,047   21,148 

Income before income taxes

  12,276   2,074   14,350   11,809   2,124   13,933 

Income tax expense

  3,142   741   3,883   2,384   758   3,142 

Net income

 $9,134  $1,333  $10,467  $9,425  $1,366  $10,791 
                        

Three months ended September 30, 2015

            

Segment assets

 $3,031,318  $2,025  $3,033,343 

Three months ended March 31, 2016

            

Net interest income

 $22,034  $47  $22,081  $23,407  $62  $23,469 

Provision (credit) for loan losses

  -   -   -   500   -   500 

Wealth management and trust services

  -   4,373   4,373   -   4,612   4,612 

All other non-interest income

  5,612   -   5,612   5,470   -   5,470 

Non-interest expense

  15,785   2,645   18,430   16,896   2,644   19,540 

Income before income taxes

  11,861   1,775   13,636   11,481   2,030   13,511 

Income tax expense

  3,720   632   4,352   2,951   725   3,676 

Net income

 $8,141  $1,143  $9,284  $8,530  $1,305  $9,835 
            

Segment assets

 $2,823,861  $246  $2,824,107 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

      

Wealth

     
  

Commercial

  

management

     

(in thousands)

 

banking

  

and trust

  

Total

 

Nine months ended September 30, 2016

            

Net interest income

 $71,985  $194  $72,179 

Provision for loan losses

  2,500   -   2,500 

Wealth management and trust services

  -   14,219   14,219 

All other non-interest income

  17,999   -   17,999 

Non-interest expense

  51,914   8,337   60,251 

Income before income taxes

  35,570   6,076   41,646 

Income tax expense

  9,064   2,171   11,235 

Net income

 $26,506  $3,905  $30,411 
             

Nine months ended September 30, 2015

            

Net interest income

 $65,350  $146  $65,496 

Provision (credit) for loan losses

  -   -   - 

Wealth management and trust services

  -   13,576   13,576 

All other non-interest income

  16,301   -   16,301 

Non-interest expense

  46,991   8,085   55,076 

Income before income taxes

  34,660   5,637   40,297 

Income tax expense

  10,749   2,007   12,756 

Net income

 $23,911  $3,630  $27,541 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

(17)

(17)     Income Taxes

 

Components of income tax expense from operations were as follows:

  

Three months ended

  

Nine months ended

 
  

September 30,

  

September 30,

 

(in thousands)

 

2016

  

2015

  

2016

  

2015

 

Current income tax expense

                

Federal

 $4,363  $4,057  $10,958  $11,017 

State

  287   140   597   413 

Total current income tax expense

  4,650   4,197   11,555   11,430 
                 

Deferred income tax expense (benefit)

                

Federal

  (692)  147   (302)  1,240 

State

  (75)  8   (18)  86 

Total deferred income tax expense (benefit)

  (767)  155   (320)  1,326 

Change in valuation allowance

  -   -   -   - 

Total income tax expense

 $3,883  $4,352  $11,235  $12,756 

  

Three months ended

 
  

March 31,

 

(in thousands)

 

2017

  

2016

 

Current income tax expense

        

Federal

 $3,003  $2,373 

State

  114   124 

Total current income tax expense

  3,117   2,497 
         

Deferred income tax (benefit) expense

        

Federal

  (26)  1,101 

State

  38   78 

Total deferred income tax expense

  12   1,179 

Change in valuation allowance

  13   - 

Total income tax expense

 $3,142  $3,676 

 

An analysis of the difference between statutory and effective income tax rates for the ninethree months ended September 30,March 31, 2017 and 2016 and 2015 follows:

  

 

Nine months ended September 30,

  

Three months ended March 31,

 
 

2016

  

2015

  

2017

  

2016

 

U.S. federal statutory tax rate

  35.0

%

  35.0

%

U.S. federal statutory income tax rate

  35.0

%

  35.0

%

Excess tax benefits from share-based compensation arrangements

  (7.1)  - 

Tax credits

  (5.5)  (9.7)

Tax exempt interest income

  (1.3)  (1.4)  (1.1)  (1.3)

Tax credits

  (9.4)  (2.4)

Increase in cash surrender value of life insurance

  (0.9)  (0.6)  (1.3)  (0.8)

State income taxes, net of federal benefit

  0.9   0.8   0.7   1.0 

Other, net

  2.7   0.3   1.9   3.0 

Effective income tax rate

  27.0

%

  31.7

%

  22.6

%

  27.2

%

 

State income tax expense represents tax owed in Indiana. Kentucky and Ohio state bank taxes are based on capital levels, and are recorded as other non-interest expense.

Bancorp’s results for first quarter 2017 reflect the implementation of Accounting Standards Update 2016-09, which provides guidance for the recognition of excess tax benefits and deficiencies related to share-based payment awards. Effective for fiscal years beginning after December 15, 2016, ASU 2016-09 changes the way these benefits and deficiencies are recorded. Prior to 2017 they were recorded in additional paid-in capital, and therefore did not affect earnings. Beginning in 2017, these amounts are being recorded as tax expense or benefit in the income statement. For the three-month period ending March 31, 2017 Bancorp recorded a benefit of $1.0 million within the provision for income tax expense for such awards.

Stock Yards Bancorp, inc. and subsidiary

 

US GAAP provides guidance on financial statement recognition and measurement of tax positions taken, or expected to be taken, in tax returns. If recognized, tax benefits would reduce tax expense and accordingly, increase net income. The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current year tax positions, expiration of open income tax returns due to statutes of limitation, changes in management’s judgment about the level of uncertainty, status of examination, litigation and legislative activity and addition or elimination of uncertain tax positions. As of September 30, 2016March 31, 2017 and December 31, 2015,2016, the gross amount of unrecognized tax benefits was immaterial to the consolidated financial statements of the company.Company. Federal and state income tax returns are subject to examination for the years after 2011.2012.

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

(18)

(18)     Assets and Liabilities Measured and Reported at Fair Value

 

Bancorp follows the provisions of authoritative guidance for fair value measurements. This guidance is definitional and disclosure oriented and addresses how companies should approach measuring fair value when required by US GAAP. The guidance also prescribes various disclosures about financial statement categories and amounts which are measured at fair value, if such disclosures are not already specified elsewhere in US GAAP.

 

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date. The guidance also establishes a hierarchy to group assets and liabilities carried at fair value in three levels based upon the markets in which the assets and liabilities trade and the reliability of assumptions used to determine fair value. These levels are:

 

 

Level 1: Valuation is based upon quoted prices for identical instruments traded in active markets.

 

 

Level 2: Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.

 

 

Level 3: Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions would reflect internal estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques could include pricing models, discounted cash flows and other similar techniques.

 

Authoritative guidance requires maximum use of observable inputs and minimum use of unobservable inputs in fair value measurements. Where there exists limited or no observable market data, Bancorp derives its own estimates by generally considering characteristics of the asset/liability, the current economic and competitive environment and other factors. For this reason, results cannot be determined with precision and may not be realized on an actual sale or immediate settlement of the asset or liability.

 

Bancorp’s investment securities available-for-sale and interest rate swaps are recorded at fair value on a recurring basis. Other accounts including mortgage servicing rights, impaired loans and other real estate owned may be recorded at fair value on a non-recurring basis, generally in the application of lower of cost or market adjustments or write-downs of specific assets.

  

Stock Yards Bancorp, inc. and subsidiary

The portfolio of investment securities available-for-sale is comprised of U.S. Treasury and other U.S. government obligations, debt securities of U.S. government-sponsored corporations (including mortgage-backed securities), obligations of state and political subdivisions and corporate equity securities. U.S. Treasury and corporate equity securities are priced using quoted prices of identical securities in an active market. These measurements are classified as Level 1 in the hierarchy above. All other securities are priced using standard industry models or matrices with various assumptions such as yield curves, volatility, prepayment speeds, default rates, time value, credit rating and market prices for similar instruments. These assumptions are generally observable in the market place and can be derived from or supported by observable data. These measurements are classified as Level 2 in the hierarchy above.

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Interest rate swaps are valued using primarily Level 2 inputs. Fair value measurements generally based on benchmark forward yield curves and other relevant observable market data. For purposes of potential valuation adjustments to derivative positions, Bancorp evaluates the credit risk of its counterparties as well as its own credit risk. To date, Bancorp has not realized any losses due to a counterparty’s inability to perform and the change in value of derivative assets and liabilities attributable to credit risk was not significant during 2016.2017.

 

Below are the carrying values of assets measured at fair value on a recurring basis.

  

(in thousands)

 

Fair value at September 30, 2016

  

Fair value at March 31, 2017

 

Assets

 

Total

  

Level 1

  

Level 2

  

Level 3

  

Total

  

Level 1

  

Level 2

  

Level 3

 

Investment securities available-for-sale

                                

Government sponsored enterprise obligations

 $320,729  $-  $320,729  $-  $339,946  $-  $339,946  $- 

Mortgage-backed securities - government agencies

  161,077   -   161,077   -   160,558   -   160,558   - 

Obligations of states and political subdivisions

  59,167   -   59,167   -   54,864   -   54,864   - 

Corporate equity securities

  708   708   -   -   776   776   -   - 
                                

Total investment securities available-for-sale

  541,681   708   540,973   -   556,144   776   555,368   - 
                                

Interest rate swaps

  1,372   -   1,372   -   438   -   438   - 
                                

Total assets

 $543,053  $708  $542,345  $-  $556,582  $776  $555,806  $- 
                                

Liabilities

                                
                                

Interest rate swaps

 $1,928  $-  $1,928  $-  $331  $-  $331  $- 

 

(in thousands)

 

Fair value at December 31, 2015

 

Assets

 

Total

  

Level 1

  

Level 2

  

Level 3

 

Investment securities available-for-sale

                

U.S. Treasury and other U.S. government obligations

 $80,000  $80,000  $-  $- 

Government sponsored enterprise obligations

  251,893   -   251,893   - 

Mortgage-backed securities - government agencies

  169,628   -   169,628   - 

Obligations of states and political subdivisions

  63,702   -   63,702   - 

Corporate equity securities

  653   653   -   - 
                 

Total investment securities available-for-sale

  565,876   80,653   485,223   - 
                 

Interest rate swaps

  461   -   461   - 
                 

Total assets

 $566,337  $80,653  $485,684  $- 
                 

Liabilities

                
                 

Interest rate swaps

 $554  $-  $554  $- 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

(in thousands)

 

Fair value at December 31, 2016

 

Assets

 

Total

  

Level 1

  

Level 2

  

Level 3

 

Investment securities available-for-sale

                

U.S. Treasury and other U.S. government obligations

 $74,998  $74,998  $-  $- 

Government sponsored enterprise obligations

  268,090   -   268,090   - 

Mortgage-backed securities - government agencies

  168,843   -   168,843   - 

Obligations of states and political subdivisions

  57,444   -   57,444   - 

Corporate equity securities

  699   699   -   - 
                 

Total investment securities available-for-sale

  570,074   75,697   494,377   - 
                 

Interest rate swaps

  203   -   203   - 
                 

Total assets

 $570,277  $75,697  $494,580  $- 
                 

Liabilities

                
                 

Interest rate swaps

 $178  $-  $178  $- 

 

Bancorp had no financial instruments classified within Level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis at September 30, 2016March 31, 2017 or December 31, 2015.2016. 

 

MSRs are recorded at fair value upon capitalization, are amortized to correspond with estimated servicing income, and are periodically assessed for impairment based on fair value at the reporting date. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The model incorporates assumptions that market participants would use in estimating future net servicing income. These measurements are classified as Level 3. At September 30, 2016March 31, 2017 and December 31, 20152016 there was no valuation allowance for the mortgage servicing rights, as the fair value exceeded the cost. Accordingly, the MSRs are not included in either table below for September 30, 2016March 31, 2017 or December 31, 2015.2016. See Note 9 for more information regarding MSRs.

Stock Yards Bancorp, inc. and subsidiary

 

For impaired loans in the table below, the fair value is calculated as the carrying value of only loans with a specific valuation allowance, less the specific allowance. Fair value of impaired loans was primarily measured based on the value of the collateral securing these loans. Impaired loans are classified within Level 3 of the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory, and/or accounts receivable. Bancorp determines the value of thereal estate collateral based on independent appraisals performed by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised values are discounted for costs to sell and may be discounted further based on management’s historical knowledge, changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. For other assets, Bancorp relies on both internal and third party assessments of asset value, based on information provided by the borrower, following methodologies similar to those described for real estate. As of September 30, 2016,March 31, 2017, total impaired loans with a valuation allowance were $4.1$2.7 million, and the specific allowance totaled $1.8$1.2 million, resulting in a fair value of $2.3$1.5 million, compared with total impaired loans with a valuation allowance of $2.6$2.7 million, and the specific allowance allocation totaling $544 thousand,$1.3 million, resulting in a fair value of $2.1$1.4 million at December 31, 2015.2016. Losses represent the change in specific allowances for the period indicated.

 

Other real estate owned (“OREO”), which is carried at the lower of cost or fair value, is periodically assessed for impairment based on fair value at the reporting date. Fair value is based on appraisals performed by external parties which use judgments and assumptions that are property-specific and sensitive to changes in the overall economic environment. Appraisals may be further discounted based on management’s historical knowledge and/or changes in market conditions from the date of the most recent appraisal. Many of these inputs are not observable and, accordingly, these measurements are classified as Level 3. For OREO in the table below, fair value is the carrying value of only parcels of OREO which have a carrying value equal to appraised value. Losses represent write-downs which occurred during the period indicated. At September 30, 2016March 31, 2017 and December 31, 2015,2016, carrying value of all other real estate owned was $4.0 million and $5.0 million, and $4.5 million, respectively.

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

 

Below are the carrying values of assets measured at fair value on a non-recurring basis.

(in thousands)

 

Fair value at March 31, 2017

  

Losses for 3 month

 
                  

period ended

 
  

Total

  

Level 1

  

Level 2

  

Level 3

  

March 31, 2017

 

Impaired loans

 $1,523  $-  $-  $1,523  $(452)

Other real estate owned

  3,444   -   -   3,444   - 
                     

Total

 $4,967  $-  $-  $4,967  $(452)

(in thousands)

 

Fair value at December 31, 2016

  

Losses for 3 month

 
                  

period ended

 
  

Total

  

Level 1

  

Level 2

  

Level 3

  

March 31, 2016

 

Impaired loans

 $1,393  $-  $-  $1,393  $(406)

Other real estate owned

  4,488   -   -   4,488   - 
                     

Total

 $5,881  $-  $-  $5,881  $(406)

(in thousands)

 

Fair value at September 30, 2016

  

Losses for 9 month

 
                  

period ended

 
  

Total

  

Level 1

  

Level 2

  

Level 3

  

September 30, 2016

 

Impaired loans

 $2,299  $-  $-  $2,299  $(1,612)

Other real estate owned

  4,301   -   -   4,301   (62)

Total

 $6,600  $-  $-  $6,600  $(1,674)
37

Table of Contents

 

(in thousands)

 

Fair value at December 31, 2015

  

Losses for 9 month

 
                  

period ended

 
  

Total

  

Level 1

  

Level 2

  

Level 3

  

September 30, 2015

 

Impaired loans

 $2,058  $-  $-  $2,058  $(1,147)

Other real estate owned

  3,782   -   -   3,782     

Total

 $5,840  $-  $-  $5,840  $(1,147)

Stock Yards Bancorp, inc. and subsidiary

 

For the securities portfolio, Bancorp monitors the valuation technique used by pricing agencies to ascertain when transfers between levels have occurred. The nature of other assets and liabilities measured at fair value is such that transfers in and out of any level are expected to be rare. For the three months ended September 30, 2016,March 31, 2017, there were no transfers between Levels 1, 2, or 3. For Level 3 assets measured at fair value on a non-recurring basis as of September 30, 2016,March 31, 2017, the significant unobservable inputs used in the fair value measurements are presented below.

 

  

Fair

  

Valuation

  

unobservable

  

average of

 

(Dollars in thousands)

 

Value

  

technique

  

input

  

input

 
               

Impaired loans -  collateral dependent

 $2,299  

Appraisal

  

Appraisal discounts

   12.3

%

Other real estate owned

  4,301  

Appraisal

  

Appraisal discounts

   19.2 

       

Significant

 

Weighted

 
  

Fair

 

Valuation

 

unobservable

 

average of

 

(Dollars in thousands)

 

Value

 

technique

 

input

 

input

 
            

Impaired loans - collateral dependent

 $1,754 

Appraisal

 

Appraisal discounts

  8.8

%

Other real estate owned

  3,444 

Appraisal

 

Appraisal discounts

  21.4 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

(19)

(19)     Disclosure of Financial Instruments Not Reported at Fair Value

 

US GAAP requires disclosure of the fair value of financial assets and liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis. Carrying amounts, estimated fair values, and placement in the fair value hierarchy of Bancorp’s financial instruments are as follows:

(in thousands)

 

Carrying

                 

September 30, 2016

 

amount

  

Fair value

  

Level 1

  

Level 2

  

Level 3

 
                     

Financial assets

                    

Cash and short-term investments

 $57,893  $57,893  $57,893  $-  $- 

Mortgage loans held for sale

  5,959   6,206   -   6,206   - 

Federal Home Loan Bank stock and other securities

  6,347   6,347   -   6,347   - 

Loans, net

  2,198,337   2,232,177   -   -   2,232,177 

Accrued interest receivable

  6,952   6,952   6,952   -   - 
                     

Financial liabilities

                    

Deposits

  2,390,597   2,390,642   -   -   2,390,642 

Short-term borrowings

  143,702   143,702   -   143,702   - 

FHLB advances

  51,366   53,091   -   53,091   - 

Accrued interest payable

  116   116   116   -   - 

(in thousands)

 

Carrying

                 

December 31, 2015

 

amount

  

Fair value

  

Level 1

  

Level 2

  

Level 3

 
                     

Financial assets

                    

Cash and short-term investments

 $103,833  $103,833  $103,833  $-  $- 

Mortgage loans held for sale

  6,800   7,112   -   7,112   - 

Federal Home Loan Bank stock and other securities

  6,347   6,347   -   6,347   - 

Loans, net

  2,010,566   2,021,776   -   -   2,021,776 

Accrued interest receivable

  6,610   6,610   6,610   -   - 
                     

Financial liabilities

                    

Deposits

  2,371,702   2,371,300   -   -   2,371,300 

Short-term borrowings

  87,003   87,003   -   87,003   - 

FHLB advances

  43,468   43,647   -   43,647   - 

Accrued interest payable

  127   127   127   -   - 

(in thousands)

 

Carrying

                 

March 31, 2017

 

amount

  

Fair value

  

Level 1

  

Level 2

  

Level 3

 
                     

Financial assets

                    

Cash and short-term investments

 $89,481  $89,481  $89,481  $-  $- 

Mortgage loans held for sale

  3,884   4,024   -   4,024   - 

Federal Home Loan Bank stock and other securities

  6,347   6,347   -   6,347   - 

Loans, net

  2,248,297   2,246,045   -   -   2,246,045 

Accrued interest receivable

  7,461   7,461   7,461   -   - 
                     

Financial liabilities

                    

Deposits

  2,544,255   2,543,248   -   -   2,543,248 

Short-term borrowings

  76,676   76,676   -   76,676   - 

FHLB advances

  50,755   50,636   -   50,636   - 

Accrued interest payable

  156   156   156   -   - 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

(in thousands)

 

Carrying

                 

December 31, 2016

 

amount

  

Fair value

  

Level 1

  

Level 2

  

Level 3

 
                     

Financial assets

                    

Cash and short-term investments

 $47,973  $47,973  $47,973  $-  $- 

Mortgage loans held for sale

  3,213   3,481   -   3,481   - 

Federal Home Loan Bank stock and other securities

  6,347   6,347   -   6,347   - 

Loans, net

  2,281,368   2,284,569   -   -   2,284,569 

Accrued interest receivable

  6,878   6,878   6,878   -   - 
                     

Financial liabilities

                    

Deposits

  2,520,548   2,519,725   -   -   2,519,725 

Short-term borrowings

  114,969   114,969   -   114,969   - 

FHLB advances

  51,075   50,806   -   50,806   - 

Accrued interest payable

  144   144   144   -   - 

Management used the following methods and assumptions to estimate the fair value of each class of financial instrument for which it is practicable to estimate the value.

 

Cash, short-term investments, accrued interest receivable/payable and short-term borrowings

 

For these short-term instruments, carrying amount is a reasonable estimate of fair value.

 

Mortgage loans held for sale

 

Mortgage loans held for sale are initially recorded at the lower of cost or market value. The portfolio is comprised of residential real estate loans and fair value is determined by market quotes for similar loans based on loan type, term, rate, size and the borrower’s credit score.

 

Federal Home Loan Bank stock and other securities

 

For these securities without readily available market values, carrying amount is a reasonable estimate of fair value as it equals the amount due from FHLB or other issuer at upon redemption.

 

Loans, net

 

US GAAP prescribes the exit price concept for estimating fair value of loans. Because there is not an active market (exit price) for trading virtually all types of loans in Bancorp’s portfolio, fair value of loans is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities (entrance price).

 

Deposits

 

Fair value of demand deposits, savings accounts, and certain money market deposits is the amount payable on demand at the reporting date. Fair value of fixed-rate certificates of deposits is estimated by discounting future cash flows using the rates currently offered for deposits of similar remaining maturities.

 

Stock Yards Bancorp, inc. and subsidiary

Federal Home Loan Bank advances

 

Fair value of FHLB advances is estimated by discounting future cash flows using estimates of current market rate for instruments with similar terms and remaining maturities.

 

Commitments to extend credit and standby letters of credit

 

Fair values of commitments to extend credit are estimated using fees currently charged to enter into similar agreements and creditworthiness of customers. Fair values of standby letters of credit are based on fees currently charged for similar agreements or estimated cost to terminate them or otherwise settle obligations with counterparties at the reporting date. Fair value of commitments to extend credit, letters of credit and lines of credit is not presented since management believes the fair value to be insignificant.

 

Limitations

 

Fair value estimates are made at a specific point in time based on relevant market information and information about financial instruments. Because no market exists for a significant portion of Bancorp’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Therefore, calculated fair value estimates in many instances cannot be substantiated by comparison to independent markets and, in many cases, may not be realizable in a current sale of the instrument. Changes in assumptions could significantly affect estimates.

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

(20)

Regulatory Matters

 

Bancorp and the Bank are subject to various capital requirements prescribed by banking regulations and administered by state and federal banking agencies. Under these requirements, Bancorp and the Bank must meet minimum amounts and percentages of Tier 1, common equity Tier 1, and total capital, as defined, to risk weighted assets and Tier 1 capital to average assets. Risk weighted assets are determined by applying certain risk weightings prescribed by regulation to various categories of assets and off-balance sheet commitments. Capital and risk weighted assets may be further subject to qualitative judgments by regulators as to components, risk weighting and other factors. Failure to meet capital requirements can result in certain mandatory, and possibly discretionary, corrective actions prescribed by regulation or determined to be necessary by regulators, which could materially affect the unaudited consolidated financial statements.

 

In 2013, the Federal Reserve Board and the FDIC approved rules that substantially amended regulatory risk-based capital rules applicable to Bancorp and the Bank. The rules implemented regulatory capital reforms of the Basel Committee on Banking Supervision reflected in "Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems" (Basel III) and changes required by the Dodd-Frank Act. Basel III regulatory capital reforms became effective for Bancorp and the Bank on January 1, 2015, and include new minimum risk-based capital and leverage ratios. Bancorp and the Bank met all capital requirements to which they were subject as of September 30, 2016.March 31, 2017.

Stock Yards Bancorp, inc. and subsidiary

 

The following table sets forth consolidated Bancorp’s and the Bank’s risk based capital amounts and ratios as of September 30, 2016March 31, 2017 and December 31, 2015.

(Dollars in thousands)

 

Actual

  

Minimum for adequately capitalized

  

Minimum for well capitalized

 

September 30, 2016

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 
                         

Total risk-based capital (1)

                        

Consolidated

 $330,597   13.05

%

 $202,665   8.00

%

  NA  

 

NA 

Bank

  319,526   12.64   202,232   8.00  $252,790   10.00 
                         

Common equity tier 1 risk-based capital

                        

Consolidated

  305,886   12.07   114,042   4.50  

 

NA  

 

NA 

Bank

  294,815   11.66   113,779   4.50   151,706   6.00 
                         

Tier 1 risk-based capital (1)

                        

Consolidated

  305,886   12.07   152,056   6.00   NA  

 

NA 

Bank

  294,815   11.66   151,706   6.00   151,706   6.00 
                         

Leverage (2)

                        

Consolidated

  305,886   10.63   115,103   4.00  

 

NA  

 

NA 

Bank

  294,815   10.26   114,938   4.00   143,672   5.00 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY2016.

 

(Dollars in thousands)

 

Actual

  

Minimum for adequately capitalized

  

Minimum for well capitalized

  

Actual

  

Minimum for adequately

capitalized

  

Minimum for well

capitalized

 

December 31, 2015

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 

March 31, 2017

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 
                                                

Total risk-based capital (1)

                                                

Consolidated

 $307,666   13.31

%

 $184,923   8.00

%

  NA   NA  $343,918   13.49

%

 $203,954   8.00

%

 

NA

  

NA

 

Bank

  298,129   12.91   184,743   8.00  $230,929   10.00   331,948   13.05   203,493   8.00  $254,366   10.00

%

                                                

Common equity tier 1 risk-based capital

                                                

Consolidated

  284,793   12.32   104,023   4.50   NA   NA   319,032   12.51   114,760   4.50  

NA

  

NA

 

Bank

  275,256   11.92   103,914   4.50   138,552   6.00   307,062   12.07   114,480   4.50   152,641   6.00 
                                                

Tier 1 risk-based capital (1)

                                                

Consolidated

  284,793   12.32   138,698   6.00   NA   NA   319,032   12.51   153,013   6.00  

NA

  

NA

 

Bank

  275,256   11.92   138,552   6.00   138,552   6.00   307,062   12.07   152,641   6.00   152,641   6.00 
                                                

Leverage (2)

                                                

Consolidated

  284,793   10.53   108,183   4.00   NA   NA   319,032   10.64   119,937   4.00  

NA

  

NA

 

Bank

  275,256   10.19   108,049   4.00   135,062   5.00   307,062   10.25   119,829   4.00   149,786   5.00 

(Dollars in thousands)

 

Actual

  

Minimum for adequately

capitalized

  

Minimum for well

capitalized

 

December 31, 2016

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 
                         

Total risk-based capital (1)

                        

Consolidated

 $338,525   13.04

%

 $207,684   8.00

%

 

NA

  

NA

 

Bank

  325,630   12.57   207,243   8.00  $259,053   10.00

%

                         

Common equity tier 1 risk-based capital

                        

Consolidated

  314,147   12.10   116,832   4.50  

NA

  

NA

 

Bank

  301,252   11.63   116,564   4.50   155,418   6.00 
                         

Tier 1 risk-based capital (1)

                        

Consolidated

  314,147   12.10   155,775   6.00  

NA

  

NA

 

Bank

  301,252   11.63   155,418   6.00   155,418   6.00 
                         

Leverage (2)

                        

Consolidated

  314,147   10.54   119,221   4.00  

NA

  

NA

 

Bank

  301,252   10.11   119,190   4.00   148,987   5.00 

 

(1)

Ratio is computed in relation to risk-weighted assets.

 

(2)

Ratio is computed in relation to average assets.     

 

NA

Not applicable. Regulatory framework does not define well capitalized for holding companies.

(21)

Subsequent Event

 

In 2004, Bancorp invested $1.4 million in Indiana Business Bancorp (“IBB”), and included the investment in other assets. Due to a decline in the market value of the stock, Bancorp recorded an impairment charge totaling $866 thousand in 2008. In April 2016, Lizton Financial Corporation (“Lizton”) and IBB entered into an agreement for Lizton to acquire all of the shares of IBB for $7.25 per share. The transaction was completed in October 2016, resulting in a $588 thousand pre-tax recovery, which was recorded in other income in the fourth quarter of 2016.

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations


This item discusses the results of operations for Stock Yards Bancorp, Inc. (“Bancorp” or “Company”), and its subsidiary, Stock Yards Bank & Trust Company (“Bank”) for the three and nine months ended September 30, 2016March 31, 2017 and compares these periodsthis period with the same periodsperiod of the previous year. Unless otherwise indicated, all references in this discussion to the Bank include Bancorp. In addition, the discussion describes changes in the financial condition of Bancorp and the Bank that have occurred during the first ninethree months of 20162017 compared with same periodsperiod in the year ended December 31, 2015.2016. This discussion should be read in conjunction with the consolidated financial statements and accompanying notes presented in Part 1, Item 1 of this report.

 

This report contains forward-looking statements under the Private Securities Litigation Reform Act that involve risks and uncertainties. Although Bancorp believes assumptions underlying forward-looking statements contained herein are reasonable, any of these assumptions could be inaccurate. Factors that could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to the following: economic conditions both generally and more specifically in markets in which Bancorp and the Bank operate; competition for Bancorp’s customers from other providers of financial services; government legislation and regulation which change from time to time and over which Bancorp has no control; changes in interest rates; material unforeseen changes in liquidity, results of operations, or financial condition of Bancorp’s customers; and other risks detailed in Bancorp’s filings with the Securities and Exchange Commission, all of which are difficult to predict and many of which are beyond the control of Bancorp.

 

Overview of 20162017 through September 30March 31

 

Bancorp completed the first ninethree months of 20162017 with net income of $30.4$10.8 million, a 10.4%9.7% increase over the comparable period in 2015.2016. The increase is primarily due to higher net interest income, higher non-interest income, and non-interest income.a lower effective income tax rate. These increases were partially offset by higher non-interest expense and higher provision for loan losses. Diluted earnings per share for the first ninethree months of 20162017 were $1.34,$0.47, compared with $0.44 for the first ninethree months of 2015 at $1.23.2016. Bancorp's performance for the first ninethree months of 20162017 reflected several positive factors, including:

 

 

Strong organic netContinued positive effect of strong loan growth accelerating from the pace set over the past two years;12 months;

 

Continued high credit quality;

 

Diverse sources ofSignificant growth in fee income contributing to revenue growth;income; and

 

Solid returns on average assets and equity of 1.42% and 13.51%, respectively.equity.

 

As is the case with most banks, Bancorp’s primary revenue sources are net interest income and fee income from various financial services provided to customers. Net interest income is the difference between interest income earned on loans, investment securities and other interest earning assets less interest expense on deposit accounts and other interest bearing liabilities. Loan volume and interest rates earned on those loans are critical to overall profitability. Similarly, deposit volume is crucial to funding loans and rates paid on deposits directly impact profitability. Loan and deposit volumes are influenced by competition, new account acquisition efforts and economic factors including market interest rates, business spending, consumer confidence and competitive conditions within the marketplace.

 

Net interest income increased $6.7$1.7 million, or 10.2%7.3%, for the first ninethree months of 2016,2017, compared with the same period in 2015. The positive effects of increased volumes of earning assets and lower costs on time deposits were partially offset by the negative effect of declining interest rates earned.2016. Net interest margin declinedincreased to 3.60%3.63% for the first ninethree months of 2016,2017, compared with 3.71%3.56% for the same period of 2015.2016.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

In response to internal assessment of risk inherent in

For the loan portfolio, including net loan growth,three-month period ended March 31, 2017, Bancorp recorded a $2.5 million$900 thousand provision for loan losses, compared to $500 thousand for the same period in 2016. During its quarterly review of qualitative factors, Bancorp noted a slight elevation in past due loans along with an increase in potential exposure for one pool of classified loans. Due to these increases, Bancorp increased its qualitative allocation for the first nine months of 2016, compared with no provision inallowance during the first nine months of 2015.quarter. The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in management’s evaluation, is adequate to provide coverage for the inherent losses on outstanding loans.

 

Total non-interest income in the first ninethree months of 20162017 increased $2.3 million,$715 thousand, or 7.8%7.1%, compared with the same period in 2015,2016, and comprised 31.6%30.0% of total revenues, as compared to 31.3%30.1% for the same period in 2015. Bancorp experienced increases2016. Continuing the trends of 2016, Bancorp’s wealth management and trust division (WM&T) led the increase with a 10.5%, or $482 thousand increase over the same period in virtually all areas of non-interest income.2016.

 

Total non-interest expense in the first ninethree months of 20162017 increased $5.2$1.6 million, or 9.4%8.2%, compared with the same period in 2015,2016, primarily due to increases in salaries and employee benefits, andas well as expenses related to the Bancorp’s expansioncontinued growth and improvements in the Cincinnati and Indianapolis markets during 2015. Included are higher amortizationtechnology infrastructure. Amortization expenses for investments in tax-credit partnerships, which resultedhad a significant impact on earnings in a reduction2016, decreased by $399 thousand, or 39.3%, in the effective tax rate, generating income tax savings that exceededfirst three months of 2017, as compared to the amortization expense. These expenses were partially offset by gains on sales of foreclosed assets.same period in 2016. Bancorp's efficiency ratio in the first ninethree months of 20162017 was 57.4%58.5% compared to 57.3%57.9% in the same period in 2015.2016. Excluding amortization of the investments in tax credit partnerships, the adjusted efficiency ratio, a non-GAAP measure, would have been 54.5%56.8% and 56.8%54.9% for the first ninethree months of 20162017 and 2015,2016, respectively. See the Non-GAAP Financial Measures section for details on reconcilement to US GAAP measures.

 

Bancorp’s effective tax rate decreased to 27.0%22.6% in 20162017 from 31.7%27.2% in 2015.2016. The decrease in the effective tax rate from 20152016 to 2016 is2017 was largely the result of higherthe adoption of ASU 2016-09 “Compensation – Stock Compensation Improvements to Employee Share-Based Payment Accounting”. The new standard requires excess tax creditsbenefits and deficiencies related to share-based payment awards to be reflected in 2016.the statement of operations as a component of the provision for income taxes. For the three months ended March 31, 2017 Bancorp recorded a benefit of $1.0 million for such tax benefits against the provision for income tax expense. Prior to adoption of ASU 2016-09 these tax benefits were recorded directly to additional paid-in capital.

 

Tangible common equity (TCE), a non-GAAP measure, is a measure of a company's capital which is useful in evaluating the quality and adequacy of capital. The ratio of tangible common equity to total tangible assets was 10.54%10.48% as of September 30, 2016,March 31, 2017, compared with 10.10%10.26% at December 31, 2015.2016. See the Non-GAAP Financial Measures section for details on reconcilement to US GAAP measures.

 

On April 29, 2016 Bancorp declared a 3 for 2 stock split to be effected as a 50% stock dividend to shareholders of record on May 13, 2016, payable May 27, 2016. Share and per share information has been adjusted for this dividend.

 

The following sections provide more details on subjects presented in this overview.

 

a)

a)     Results Of Operations

 

Net income of $10.5$10.8 million for the three months ended September 30, 2016March 31, 2017 increased $1.2 million,$956 thousand, or 12.7%9.7%, from $9.3$9.8 million for the comparable 20152016 period. This represents a record net income for the second consecutive quarter. Basic net income per share was $0.47$0.48 for the thirdfirst quarter of 2016,2017, an increase of 11.9%9.1% from the $0.42$0.44 for the thirdfirst quarter of 2015.2016. Net income per share on a diluted basis was $0.46$0.47 for the thirdfirst quarter of 2016, a record and2017, an increase of 12.2%6.8% from the $0.41$0.44 for the same period in 2015.2016. See Note 15 for additional information related to net income per share.

 

Annualized return on average assets and annualized return on average stockholders’ equity were 1.44%1.46% and 13.47%13.78%, respectively, for the thirdfirst quarter of 2016,2017, compared with 1.44%1.40% and 13.32%13.52%, respectively, for the same period in 2015.

Net income of $30.4 million for the nine months ended September 30, 2016 increased $2.9 million, or 10.4%, from $27.5 million for the comparable 2015 period. Basic net income per share was $1.36 for the first nine months of 2016, an increase of 8.8% from the $1.25 for the first nine months of 2015. Net income per share on a diluted basis was $1.34 for the first nine months of 2016, an increase of 8.9% from the $1.23 for the first nine months of 2015.2016.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

Annualized return on average assets and annualized return on average stockholders’ equity were 1.42% and 13.51%, respectively, for the first nine months of 2016, compared with 1.46% and 13.59%, respectively, for the same period in 2015.

 

Net Interest Income

 

The following tables presenttable presents average balance sheets for the three and nine month periods ended September 30,March 31, 2017 and 2016 and 2015 along with the related calculation of tax-equivalent net interest income, net interest margin and net interest spread for the related periods. See the notes following the tables for further explanation.

 

  

Three months ended March 31,

 
  

2017

  

2016

 
  

Average

      

Average

  

Average

      

Average

 

(Dollars in thousands)

 

balances

  

Interest

  

rate

  

balances

  

Interest

  

rate

 
                         

Earning assets:

                        

Federal funds sold and interest bearing deposits

 $65,304  $134   0.83

%

 $143,679  $189   0.53

%

Mortgage loans held for sale

  2,943   44   6.06   4,249   60   5.68 

Securities:

                        

Taxable

  431,276   2,042   1.92   420,584   2,091   2.00 

Tax-exempt

  54,933   402   2.97   62,546   434   2.79 

FHLB stock and other securities

  6,347   72   4.60   6,347   64   4.06 

Loans, net of unearned income

  2,277,688   24,137   4.30   2,036,437   22,081   4.36 
                         

Total earning assets

  2,838,491   26,831   3.83   2,673,842   24,919   3.75 
                         

Less allowance for loan losses

  24,379           22,685         
                         
   2,814,112           2,651,157         
                         

Non-earning assets:

                        

Cash and due from banks

  40,085           38,517         

Premises and equipment

  42,254           39,712         

Accrued interest receivable and other assets

  102,499           88,686         
                         

Total assets

 $2,998,950          $2,818,072         
                         

Interest bearing liabilities:

                        

Deposits:

                        

Interest bearing demand deposits

 $755,494  $267   0.14

%

 $726,627  $258   0.14

%

Savings deposits

  143,178   14   0.04   131,051   12   0.04 

Money market deposits

  701,107   544   0.31   657,371   356   0.22 

Time deposits

  246,800   338   0.56   263,298   370   0.57 

Securities sold under agreements to repurchase

  68,467   35   0.21   58,871   33   0.23 

Federal funds purchased and other short term borrowings

  15,625   19   0.49   23,456   15   0.26 

FHLB advances

  50,866   232   1.85   43,316   187   1.74 
                         

Total interest bearing liabilities

  1,981,537   1,449   0.30   1,903,990   1,231   0.26 
                         

Non-interest bearing liabilities:

                        

Non-interest bearing demand deposits

  660,301           592,472         

Accrued interest payable and other liabilities

  39,430           29,070         

Total liabilities

  2,681,268           2,525,532         
                         

Stockholders’ equity

  317,682           292,540         
                         

Total liabilities and stockholders’ equity

 $2,998,950          $2,818,072         

Net interest income

     $25,382          $23,688     

Net interest spread

          3.53

%

          3.49

%

Net interest margin

          3.63

%

          3.56

%

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Average Balances and Interest Rates – Taxable Equivalent Basis

  

Three months ended September 30

 
  

2016

  

2015

 
  

Average

      

Average

  

Average

      

Average

 

(Dollars in thousands)

 

balances

  

Interest

  

rate

  

balances

  

Interest

  

rate

 

Earning assets:

                        

Federal funds sold and interest bearing deposits

 $72,673  $95   0.52

%

 $86,008  $65   0.30

%

Mortgage loans held for sale

  5,070   66   5.18   5,045   67   5.27 

Securities:

                        

Taxable

  406,481   1,984   1.94   343,302   1,872   2.16 

Tax-exempt

  59,981   426   2.83   59,185   418   2.80 

FHLB stock and other securities

  6,347   63   3.95   6,347   64   4.00 

Loans, net of unearned income

  2,171,772   23,511   4.31   1,916,477   21,029   4.35 

Total earning assets

  2,722,324   26,145   3.82   2,416,364   23,515   3.86 

Less allowance for loan losses

  23,634           23,428         
   2,698,690           2,392,936         

Non-earning assets:

                        

Cash and due from banks

  41,682           39,840         

Premises and equipment

  42,665           40,274         

Accrued interest receivable and other assets

  100,109           87,630         

Total assets

 $2,883,146          $2,560,680         
                         

Interest bearing liabilities:

                        

Deposits:

                        

Interest bearing demand deposits

 $698,874  $232   0.13

%

 $516,090  $130   0.10

%

Savings deposits

  136,292   11   0.03   121,031   10   0.03 

Money market deposits

  655,912   346   0.21   644,107   330   0.20 

Time deposits

  247,237   352   0.57   275,949   430   0.62 

Securities sold under agreements to repurchase

  68,835   38   0.22   71,144   42   0.23 

Federal funds purchased and other short term borrowings

  23,471   19   0.32   16,156   7   0.17 

FHLB advances

  44,194   184   1.66   42,732   254   2.36 
                         

Total interest bearing liabilities

  1,874,815   1,182   0.25   1,687,209   1,203   0.28 
                         

Non-interest bearing liabilities:

                        

Non-interest bearing demand deposits

  656,689           572,406         

Accrued interest payable and other liabilities

  42,597           24,502         

Total liabilities

  2,574,101           2,284,117         

Stockholders’ equity

  309,045           276,563         

Total liabilities and stockholders’ equity

 $2,883,146          $2,560,680         

Net interest income

     $24,963          $22,312     

Net interest spread

          3.57

%

          3.58

%

Net interest margin

          3.65

%

          3.66

%

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

  

Nine months ended September 30

 
  

2016

  

2015

 
  

Average

      

Average

  

Average

      

Average

 

(Dollars in thousands)

 

balances

  

Interest

  

rate

  

balances

  

Interest

  

rate

 

Earning assets:

                        

Federal funds sold and interest bearing deposits

 $100,653  $395   0.52

%

 $76,508  $184   0.32

%

Mortgage loans held for sale

  4,918   185   5.02   5,464   180   4.40 

Securities:

                        

Taxable

  413,508   6,135   1.98   349,494   5,749   2.20 

Tax-exempt

  61,417   1,298   2.82   59,516   1,255   2.82 

FHLB stock and other securities

  6,347   190   4.00   6,347   190   4.00 

Loans, net of unearned income

  2,113,744   68,238   4.31   1,888,839   62,273   4.41 

Total earning assets

  2,700,587   76,441   3.78   2,386,168   69,831   3.91 

Less allowance for loan losses

  23,057           24,437         
   2,677,530           2,361,731         

Non-earning assets:

                        

Cash and due from banks

  40,097           38,196         

Premises and equipment

  41,500           39,981         

Accrued interest receivable and other assets

  94,263           88,590         

Total assets

 $2,853,390          $2,528,498         
                         

Interest bearing liabilities:

                        

Deposits:

                        

Interest bearing demand deposits

 $710,417  $735   0.14

%

 $511,325  $393   0.10

%

Savings deposits

  134,004   35   0.03   118,126   31   0.04 

Money market deposits

  652,406   1,060   0.22   651,185   985   0.20 

Time deposits

  254,172   1,086   0.57   289,788   1,402   0.65 

Securities sold under agreements to repurchase

  60,438   100   0.22   64,541   111   0.23 

Federal funds purchased and other short term borrowings

  25,021   57   0.30   15,484   19   0.16 

FHLB advances

  43,533   552   1.69   40,196   694   2.31 
                         

Total interest bearing liabilities

  1,879,991   3,625   0.26   1,690,645   3,635   0.29 
                         

Non-interest bearing liabilities:

                        

Non-interest bearing demand deposits

  637,812           541,919         

Accrued interest payable and other liabilities

  34,844           24,979         

Total liabilities

  2,552,647           2,257,543         

Stockholders’ equity

  300,743           270,955         

Total liabilities and stockholders’ equity

 $2,853,390          $2,528,498         

Net interest income

     $72,816          $66,196     

Net interest spread

          3.52

%

          3.62

%

Net interest margin

          3.60

%

          3.71

%

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

 

Notes to the average balance and interest rate tables:

 

Net interest income, the most significant component of the Bank's earnings is total interest income less total interest expense. The level of net interest income is determined by mix and volume of interest earning assets, interest bearing deposits and borrowed funds, and changes in interest rates.

 

 

Net interest spread is the difference between taxable equivalent rates earned on interest earning assets less the rate expensed on interest bearing liabilities.

 

 

Net interest margin represents net interest income on a taxable equivalent basis as a percentage of average interest earning assets. Net interest margin is affected by both interest rate spread and the level of non-interest bearing sources of funds, primarily consisting of demand deposits and stockholders’ equity.

 

 

Interest income on a fully tax equivalent basis includes additional amounts of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal taxes yielding the same after-tax income. Interest income on municipal securities and tax-exempt loans has been calculated on a fully tax equivalent basis using a federal income tax rate of 35%. Approximate tax equivalent adjustments to interest income were $203$198 thousand and $231$219 thousand, respectively, for the three month periods ended September 30, 2016March 31, 2017 and 2015 and $637 thousand and $700 thousand, respectively, for the nine month periods ended September 30, 2016 and 2015.2016.

 

 

Average balances for loans include the principal balance of non-accrual loans and exclude participation loans accounted for as secured borrowings. These participation loans averaged $16.3$15.9 million and $7.3$7.0 million, respectively, for the three month periods ended September 30, 2016March 31, 2017 and 2015 and $11.2 million and $7.8 million, respectively, for the nine month periods ended September 30, 2016 and 2015.2016.

 

Fully taxable equivalent net interest income of $25.0$25.4 million for the three months ended September 30, 2016March 31, 2017 increased $2.7$1.7 million, or 11.9%7.2%, from $22.3$23.7 million for the same period in 2015.2016. Positive effects of increased volumesaverage balances on loans, and lower costs on time deposits and FHLB advancesresulting from loan growth in 2016, were partially offset by the negative effect of declining interestincreasing rates earnedand average balances for money market deposit accounts and increased rates on loans.funding sources. Net interest spread and net interest margin were 3.57%3.53% and 3.65%, respectively, for the third quarter of 2016 and 3.58% and 3.66%, respectively, for the third quarter of 2015.

Fully taxable equivalent net interest income of $72.8 million for the nine months ended September 30, 2016 increased $6.6 million, or 10.0%, from $66.2 million for the same period in 2015. Positive effects of increased volumes on earning assets and lower costs on time deposits and FHLB advances were partially offset by the negative effect of declining interest rates earned. Net interest spread and net interest margin were 3.52% and 3.60%3.63%, respectively, for the first nine monthsquarter of 20162017 and 3.62%3.49% and 3.71%3.56%, respectively, for the first nine monthsquarter of 2015.2016. 

 

Average earning assets increased $314.4$164.6 million or 13.2%6.2%, to $2.7$2.8 billion for the first ninethree months of 20162017 as compared with 2015,2016, reflecting increases in the loan portfolio and available-for-sale investments, federal funds sold and interest bearing deposits.investments. Average interest bearing liabilities increased $189.3$77.5 million, or 11.2%4.1%, to $1.9$2.0 billion for the first ninethree months of 20162017, as compared with the same period in 20152016, primarily due to increases in the volume of interest bearing demand and savings deposits, federal funds purchasedmoney market deposit accounts, securities sold under agreements to repurchase, and FHLB advances, partially offset by decreases in time deposits, and securities sold under agreements to repurchase.

STOCK YARDS BANCORP, INC. AND SUBSIDIARYother short term borrowing products.

 

Asset/Liability Management and Interest Rate Risk

 

Managing interest rate risk is fundamental for the financial services industry. The primary objective of interest rate risk management is to neutralize effects of interest rate changes on net income. By considering both on and off-balance sheet financial instruments, management evaluates interest rate sensitivity with the goal of optimizing net interest income within the constraints of prudent capital adequacy, liquidity needs, market opportunities and customer requirements.

  

Stock Yards Bancorp, inc. and subsidiary

Interest Rate Simulation Sensitivity Analysis

 

Bancorp uses an earnings simulation model to estimate and evaluate the impact of an immediate change in interest rates on earnings in a one year forecast. The simulation model is designed to reflect the dynamics of interest earning assets, interest bearing liabilities and off-balance sheet financial instruments. By estimating the effects of interest rate increases and decreases, the model can reveal approximate interest rate risk exposure. TheThis simulation model is used by management to gauge approximate results given a specific change in interest rates at a given point in time. The model is therefore a tool to indicate earnings trends in given interest rate scenarios and doesmay not indicate actual expected results.

 

Bancorp assumes certain correlation rates, often referred to as a “beta” of interest-bearing deposits, wherein the rates paid to customers change at a different pace when compared with changes in benchmark interest rates. Generally, certificates of deposit are assumed to have a high correlation rate, while interest-bearing checking accounts are assumed to have a lower correlation rate. Actual results may differ due to factors including competitive pricing and money supply; however, Bancorp uses its historical experience as well as industry data to inform its assumptions.

The September 30, 2016March 31, 2017 simulation analysis, which shows very little interest rate sensitivity, indicates that an increaseincreases in interest rates of 100 to 200 basis points would have a negativepositive effect on net interest income, and a decrease of 100 basis points in interest rates would also have a negative impact.effect on net interest income. If rates rise 200 bp, net interest income increases 1.10%. The relatively small increase in net interest income for the rising rate scenarios is primarily due to the high percentage of non-maturity deposits, which reprice immediately, combined with the short duration of time deposits matched against the loan portfolio. These estimates are summarized below. The scenario of rates decreasing 200 bp is not reasonably possible given current low rates for short-term instruments and most deposits.

 

These estimates are summarized below.

  

Net interest

income %

change

 

Increase 200 bp

  
1.10 

Increase 200bp100 bp

  (1.100.50)%

Increase 100bpDecrease 100 bp

  (1.13(3.77))

Decrease 100bp

(3.69)

Decrease 200bp200 bp

  N/A 

 

Management expects that net interest margin will remain under pressure for both loans and deposits through 2016, primarily as a result

Approximately 61% of the current competitive environment. A near term increase in short term interest rates of 25 bps could benefit Bancorp if deposit rates do not rise, whereas rates on earning assets, such as loans, federal funds sold, and interest bearing deposits, rise.  While that was the result of the most recent rate increase by the Federal Reserve, such results are not guaranteed. Approximately 64% of the Bancorp’s loan portfolio has fixed rates and 12%39% of its loan portfolio is priced at variable rates with floorsrates. With the Prime rate currently at 4%, after the .25% increase in Prime in March 2017, the majority of 4% or higher.  Since the primeBancorp’s variable rate is currently 3.50%, a rise in rates couldloans now have a negative impact on net interest income because interest rates would need to move more than 50 bps before rising rates could affect loansat or above their floors. With a further increase in interest rate levels by Prime or Libor, over 90% of the Bank’s variable rate loan portfolio will increase along with floors, whereas deposit rates could adjust immediately.those rates. This effect is captured in the simulation analysis above.   

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Undesignated derivative instruments described in Note 8 to Bancorp’s consolidated financial statements are recognized on the consolidated balance sheet at fair value, with changes in fair value due to changes in prevailing interest rates, recorded in other non-interest income or non-interest expense.income. Because of matching terms of offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings, and are therefore not included in the simulation analysis results above.

 

Derivatives designated as cash flow hedges described in Note 8 to Bancorp’s consolidated financial statements are recognized on the consolidated balance sheet at fair value, with changes in fair value due to changes in prevailing interest rates, recorded net of tax in other comprehensive income (loss).income.

Stock Yards Bancorp, inc. and subsidiary

 

Provision for Loan Losses

 

The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in management’s evaluation, is adequate to provide coverage for inherent losses on outstanding loans. The allowance for loan losses is calculated after considering credit quality factors, and ultimately relies on an overall internal analysis of risk in the loan portfolio. Based on this analysis, the provision for loan losses is determined and recorded. The provision reflects an allowance methodology that is driven by risk ratings, historical losses, and qualitative factors. The 2017 provision reflected a number of factors, primarily qualitative considerations, continued improvement in key metrics, and expansion of the historical look-back period from 24 quarters to 28 quarters. This expansion of the historical period was applied to all classes and segments of our portfolio. The expansion of the look-back period for the historical loss rates used in the quantitative allocation caused us to review the overall methodology for the qualitative factors to ensure we were appropriately capturing the risk not addressed in the historical loss rates used in the quantitative allocation. Management believes the extension of the look-back period is appropriate to ensure capture of the impact of a full economic cycle and more accurately represents the current level of risk inherent in the loan portfolio. Key indicators of loan quality continued to show improvement during 2017, with levels of non-performing loans continuing a five year downward trend. Bancorp considers the present asset quality metrics to be exceptionally strong. Bancorp recorded a $2.5 million$900 thousand provision for loan losses in the first ninethree months of 2016,2017, compared with noa provision of $500 thousand for the same period of 2015.2016. During its quarterly review of qualitative factors, Bancorp noted a slight elevation in past due loans along with a potential exposure for one pool of classified loans. Due to this increase, Bancorp increased its qualitative allocation for the allowance during the quarter. 

 

Management uses loan grading procedures which result in specific allowance allocations for estimated inherent risk of loss. For all loans graded, but not individually reviewed for allowance purposes, a general allowance allocation is computed using historical data based on actual loss experience. Specific and general allocations plus consideration of qualitative factors represent management’s best estimate of probable losses contained in the loan portfolio at the evaluation date. Although the allowance for loan losses is comprised of specific and general allocations, the entire allowance is available to absorb any credit losses. Based on this detailed analysis of credit risk, management considers the allowance for loan losses adequate to cover probable losses inherent in the loan portfolio at September 30, 2016.

STOCK YARDS BANCORP, INC. AND SUBSIDIARYMarch 31, 2017.

 

An analysis of the changes in the allowance for loan losses and selected ratios for the three and nine monththree-month periods ended September 30,March 31, 2017 and 2016 and 2015 follows:

 

(Dollars in thousands)

 Three months ended September 30,  Nine months ended September 30, 
  

2016

  

2015

  

2016

  

2015

 
                 

Balance at the beginning of the period

 $23,141  $23,308  $22,441  $24,920 

Provision for loan losses

  1,250   -   2,500   - 

Loan charge-offs, net of recoveries

  (22)  (1,694)  (572)  (3,306)

Balance at the end of the period

 $24,369  $21,614  $24,369  $21,614 

Average loans, net of unearned income

 $2,188,089  $1,923,762  $2,124,921  $1,896,592 

Provision for loan losses to average loans (1)

  0.06%  0.00%  0.12%  0.00%

Net loan charge-offs to average loans (1)

  0.00%  0.09%  0.03%  0.17%

Allowance for loan losses to average loans

  1.11%  1.12%  1.15%  1.14%

Allowance for loan losses to period-end loans

  1.10%  1.11%  1.10%  1.11%

(Dollars in thousands)

 Three months ended March 31, 
  

2017

  

2016

 
         

Balance at the beginning of the period

 $24,007  $22,441 

Provision for loan losses

  900   500 

Loan charge-offs, net of recoveries

  (426)  (490)

Balance at the end of the period

 $24,481  $22,451 

Average loans, net of unearned income

 $2,293,542  $2,043,450 

Provision for loan losses to average loans (1)

  0.04%  0.02%

Net loan charge-offs to average loans (1)

  0.02%  0.02%

Allowance for loan losses to average loans

  1.07%  1.10%

Allowance for loan losses to period-end loans

  1.08%  1.07%

 

(1) Amounts not annualized

  

Loans are charged off when deemed uncollectible and a loss is identified or after underlying collateral has been liquidated; however, collection efforts may continue and future recoveries may occur. Periodically, loans are partially charged off to net realizable value based upon collateral analysis and collection status.

 

Stock Yards Bancorp, inc. and subsidiary

An analysis of net charge-offs by loan category for the three and nine month periods ended September 30,March 31, 2017 and 2016 and 2015 follows:

 

(in thousands)

 

Three months

  

Nine months

 
  

ended September 30,

  

ended September 30,

 

Net loan charge-offs (recoveries)

 

2016

  

2015

  

2016

  

2015

 

Commercial and industrial

 $18  $1,983  $375  $3,299 

Construction and development, excluding undeveloped land

  (11)  0   (21)  - 

Undeveloped land

  0   (650)  -   (650)

Real estate mortgage - commercial investment

  (67)  122   (226)  353 

Real estate mortgage - owner occupied commercial

  (9)  108   305   97 

Real estate mortgage - 1-4 family residential

  64   78   63   127 

Home equity

  (34)  (15)  (34)  (7)

Consumer

  61   68   110   87 

Total net loan charge-offs

 $22  $1,694  $572  $3,306 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

(in thousands)

 

Three months

 
  

ended March 31,

 

Net loan charge-offs (recoveries)

 

2017

  

2016

 
         

Commercial and industrial

 $405  $316 

Construction and development, excluding undeveloped land

  -   (10)

Undeveloped land

  -   - 

Real estate mortgage - commercial investment

  (1)  (1)

Real estate mortgage - owner occupied commercial

  -   183 

Real estate mortgage - 1-4 family residential

  (1)  1 

Home equity

  9   - 

Consumer

  14   1 

Total net loan charge-offs

 $426  $490 

 

Non-interest Income and Expenses

 

The following table sets forth major components of non-interest income and expenses for the three and nine month periods ended September 30, 2016March 31, 2017 and 2015.2016. 

  

Three months

 
  

ended March 31,

 

(In thousands)

 

2017

  

2016

  

Change

  

% Change

 
                 

Non-interest income:

                

Wealth management and trust services

 $5,094  $4,612  $482   10.5

%

Service charges on deposit accounts

  2,407   2,146   261   12.2 

Bankcard transactions

  1,406   1,310   96   7.3 

Mortgage banking

  702   794   (92)  (11.6)

Securities brokerage

  539   443   96   21.7 

Bank owned life insurance

  204   221   (17)  (7.7)

Other

  445   556   (111)  (20.0)

Total non-interest income

 $10,797  $10,082  $715   7.1

%

                 

Non-interest expenses:

                

Salaries and employee benefits

 $13,412  $12,195  $1,217   10.0

%

Net occupancy

  1,630   1,524   106   7.0 

Data processing

  1,868   1,544   324   21.0 

Furniture and equipment

  277   285   (8)  (2.8)

FDIC insurance

  230   328   (98)  (29.9)

Amortization of investment in tax credit partnerships

  616   1,015   (399)  (39.3)

Other

  3,115   2,649   466   17.6 

Total non-interest expenses

 $21,148  $19,540  $1,608   8.2

%

Stock Yards Bancorp, inc. and subsidiary

 

  

Three months

  

Nine months

 
  

ended September 30,

  

ended September 30,

 

(In thousands)

 

2016

  

2015

  

% Change

  

2016

  

2015

  

% Change

 
                         

Non-interest income:

                        

Wealth management and trust services

 $4,800  $4,373   9.8

%

 $14,219  $13,576   4.7

%

Service charges on deposit accounts

  2,544   2,342   8.6   6,952   6,621   5.0 

Bankcard transaction

  1,455   1,223   19.0   4,198   3,591   16.9 

Mortgage banking

  1,072   772   38.9   2,896   2,513   15.2 

Securities brokerage

  558   585   (4.6)  1,539   1,545   (0.4)

Bank owned life insurance

  216   222   (2.7)  657   670   (1.9)

Other

  713   468   52.4   1,757   1,361   29.1 

Total non-interest income

 $11,358  $9,985   13.8

%

 $32,218  $29,877   7.8

%

Non-interest expenses:

                        

Salaries and employee benefits

 $12,048  $11,333   6.3

%

 $36,214  $33,816   7.1

%

Net occupancy

  1,646   1,518   8.4   4,716   4,437   6.3 

Data processing

  1,747   1,572   11.1   5,172   4,782   8.2 

Furniture and equipment

  277   282   (1.8)  853   789   8.1 

FDIC insurance

  356   318   11.9   1,035   932   11.1 

Amortization of investment in tax credit partnerships

  1,015   158   542.4   3,046   475   541.3 

Other

  3,429   3,249   5.5   9,215   9,845   (6.4)

Total non-interest expenses

 $20,518  $18,430   11.3

%

 $60,251  $55,076   9.4

%

 

The largest component of non-interest income is revenue from the Bancorp’s wealth management and trust (“WM&T”) department.revenue. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size. Wealth management and trust’s revenue is accelerating due largely to new account growth, with approximately $2.4 billion inTrust assets under management as of September 30, 2016, as compared with $2.2totaled $2.61 billion at September 30, 2015.March 31, 2017, a 15.7% increase compared to $2.26 billion at March 31, 2016. Assets under management are stated at market value and while the 2017 increase was partially the result of a rising stock market during the period, primarily it represents a continuance of the 2016 trend for new clients added. WM&T services revenue, which constitutes an year-to-date average of 44%47% of non-interest income, increased $427$482 thousand, or 9.8%10.5%, for the third quarter of 2016, and $643 thousand, or 4.7% for the first ninethree months of 2016, asended March 31, 2017 compared withto the same periodsperiod in 2015.2016. Recurring revenues,fees, which generally comprise over 95%97% of the wealth management and trustWM&T revenue, increased $473$601 thousand, or 3.6%13.7%, for the first nine months of 2016,in 2017, compared with the same period of 2015. Most recurring revenueto 2016. Recurring fees earned for managing accounts isare based on a percentage of market value of the assets under management and are assessed on a monthly basis. Some revenues of the WM&T department, most notably executor, insurance, and some employee benefit plan-related fees, are non-recurring in nature and the timing of these revenues corresponds with the related administrative activities.activities, and is also based on the market value of assets under management. Total non-recurring revenue increased $170fees decreased $119 thousand for 2017, compared to 2016. Contracts between WM&T and their clients do not permit performance based fees and accordingly, none of the first nine months of 2016, compared with the same period in 2015, primarily due to estate fees earned.earned by WM&T are performance based. Management believes that the new account growth in the WM&T department provides a strong foundation for future earnings and factorswill continue to factor significantly intoin Bancorp’s future financial results while providingand provide strategic diversity to revenue streams. Management is optimistic that the WM&T department will continue to deliver strong growth in 2017, but increased market volatility could affect short-term results.

The following table provides information regarding assets under management (AUM) by WM&T as of March 31, 2017 and 2016. This table demonstrates that:

•     Approximately 80% of our AUM are actively managed.

•     Non-managed employee benefit plan accounts consist primarily of participant directed assets.

•     The amount of custody and safekeeping accounts is insignificant, and

•     The majority of our managed assets are in personal trust, agency, and investment management accounts.

Assets Under Management by Account Type

 

March 31, 2017

  

March 31, 2016

 
  

Assets

  

Assets

 

(in thousands)

 

Managed

  

Non-managed(1)

  

Managed

  

Non-managed(1)

 
                 

Personal trust and agency accounts

 $554,465  $96,155  $556,074  $2,108 

Employee benefit and retirement accounts

                

Defined contribution

  40,589   358,177   37,292   308,980 

Defined benefit

  12,827   -   13,402   - 

IRAs

  317,634   8,909   293,478   8,990 

Investment management and investment advisor agency accounts

  917,003   20,485   782,924   - 

Foundation and endowment trust and agency accounts

  208,443   -   213,558   4,407 
                 

Total fiduciary accounts

 $2,050,961  $483,726  $1,896,728  $324,485 

Custody and safekeeping accounts

  -   79,889   -   33,805 
                 

Totals

 $2,050,961  $563,615  $1,896,728  $358,290 

Total managed and non-managed assets

 $2,614,576      $2,255,018     

(1) Non-managed assets represent those for which WM&T does not have investment discretion.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

The table below presents data regarding WM&T managed assets by class of investment for the periods ending March 31, 2017 and 2016. This table demonstrates that:

Managed assets are invested in instruments for which market values can be readily determined.

The majority of these instruments are sensitive to market fluctuations.

The composition of our managed assets is divided approximately 60% in equities and 40% in fixed income securities, and this composition is relatively consistent from year to year, and

No Stock Yards Bank propriety mutual funds exist, and therefore no such investment options are available to our clients.

Managed Assets by Class of Investment

        
  

As of March 31,

 

(in thousands)

 

2017

  

2016

 
         

Non-interest bearing deposits

 $-  $- 

Interest bearing deposits

  146,171   107,755 

US Treasury and government agency obligations

  37,604   54,510 

State, county and municipal obligations

  131,708   129,587 

Money market mutual funds

  11,454   34,873 

Equity mutual funds

  486,062   428,934 

Other mutual funds - fixed, balanced, and municipal

  303,712   290,495 

Other notes and bonds

  100,609   81,378 

Common and preferred stocks

  735,875   666,899 

Real estate mortgages

  383   383 

Real estate

  45,682   46,227 

Other miscellaneous assets (1)

  51,701   55,687 
         

Total managed assets

 $2,050,961  $1,896,728 

(1) Includes rights, warrants, annuities, insurance policies, unit investment trusts, and oil and gas rights.

Stock Yards Bancorp, inc. and subsidiary

The table below provides information regarding fee income earned by Bancorp’s WM&T department for the three-month periods ended March 31, 2017 and 2016. It demonstrates that our fee revenue is earned most significantly from personal trust, agency, and investment management accounts. Fees are based on AUM and tailored for individual accounts and/or relationships. We use a fee structure that considers and tailors based on type of account and other factors. For example, fee structures are in place for investment management, irrevocable trusts, revocable trusts, IRA accounts, and accounts holding only fixed income securities. There are also fee structures for estate settlements, which are non-recurring, and retirement plan services which typically consist of a one-time conversion fee with recurring AUM fees to follow. All fees are based on the market value of each account and are tiered based on account size, with larger relationships paying a lower percentage in fees. Fees are agreed upon at the time the account is opened and these and any subsequent revisions are communicated in writing to the customer. Fees earned are not performance based nor are they based on investment strategy or transactions.

Fiduciary and Related Services Income

        
  

Three months ended March 31,

 

(In thousands)

 

2017

  

2016

 
         

Personal trust and agency

 $1,943  $1,840 

Employee benefits and related trust

        

Defined contribution

  374   363 

Defined benefit

  25   28 

IRA's

  787   711 

Corporate trust and agency

  -   - 

Investment management and investment advisory agency

  1,748   1,519 

Foundation and endowment trust and agency

  132   116 

Custody and safekeeping

  36   21 

Brokerage and insurance

  9   11 

Other

  40   3 
         

Total

 $5,094  $4,612 

OtherNon-interestIncomeand Non-interest Expense

 

Service charges on deposit accounts increased $202$261 thousand, or 8.6%, in the third quarter of 2016, and $331 thousand, or 5.0%12.2%, for the first ninethree months of 2016,2017, as compared with the same periods in 2015.2016. The increases for 2016 are primarily due to the introduction of a new checking account product during 2016. The income associated with ancillary benefits, added this year. This newthat product providedwas approximately $166$220 thousand in service charge income for the thirdfirst quarter of 2017, as compared to none for the same period in 2016. AnotherThat product provides ancillary services to customers, while carrying a monthly service charge. A significant component of service charges is related to fees earned on overdrawn checking accounts.accounts, which decreased by 2.6%, period to period. Management expects this source of revenue to slowly decline due to anticipated changes in customer behavior and ongoing regulatory restrictions. This component of service charge income is generally driven by transaction volume, which can fluctuate throughout the year. Conversely, Bancorp continues to develop treasury revenue from cash management services offered to commercial customers. This revenue now represents approximately 25% of service charge income, an increase of approximately 15% over the same period in 2016.

 

Bankcard transaction revenue increased $232$96 thousand, or 19.0%7.3%, in the third quarter of 2016, and $607 thousand, or 16.9% for the first ninethree months of 2016,2017, as compared with the same periodsperiod in 2015.2016. Bankcard transaction revenue primarily represents income the Bank derives from customers’ use of debit and credit cards. Interchange income on debit cards increased slightly for both the three and nine-month periods, primarily a result of increased volume, however, Bancorp expects a slight decrease in interchange rates on debit cards as service providers gravitate to lower cost options in a competitive market. Late in 2015, Bancorp began offering credit cards to business customers.customers late in 2015. Revenue on credit cards totaled $206,000 for the third quarter and $520,000$253 thousand for the first nine months of 2016.quarter 2017, compared to $142 thousand for the same period in 2016, a 78.2% increase. Bancorp expects volume of credit card transactions to increase as customers are added.this product is added to the commercial customer base. Interchange income on debit cards decreased period to period, $1.15 million for the first quarter of 2017 as compared to $1.17 million for the first quarter of 2016, a decrease of $15 thousand, or 1.3%, primarily a result of declining interchange rates. Bancorp expects decreases in interchange rates on debit cards to continue as merchants gravitate to lower cost options in a competitive market.

Stock Yards Bancorp, inc. and subsidiary

 

Mortgage banking revenue primarily includes gains on sales of mortgage loans. Bancorp’s mortgage banking department originates residential mortgage loans to be sold in the secondary market. Interest rates on the loans sold are locked with the borrower and investor prior to closing the loans, thus Bancorp bears no interest rate risk related to these loans. The department offers conventional, VA and FHA financing, for purchases and refinances, as well as programs for first-time home buyers. InterestChanges in interest rates on mortgage loans directly impact the volume of business transacted by the mortgage banking department. Mortgage banking revenue increased $300decreased $92 thousand, or 38.9%, in the third quarter of 2016, and $383 thousand or 15.2%11.6%, for the first ninethree months of 2016,2017, as compared with the same periods in 2015, attributable mainly2016, primarily due to slightly higher sales prices onlower transaction volume. A shortage of houses for sale is contributing to this lower demand for loans. Rates declined in 2016

Securities brokerage commissions and fees increased $96 thousand, or 21.7%, for the three-month period ended March 31, 2017 as compared with the same period in 2015, stimulating refinancing activity during the third quarter of 2016. The impact of the additional refinance activity was partially offset by a slight decline in purchasing activity for the period.

Brokerage commissions and fees decreased slightly for the three and nine-month periods, as compared with the same periods in 2015. These decreasesincreases correspond primarily to overall brokerage volume. Brokerage commissions and fees earned consist primarily of stock, bond and mutual fund sales as well as wrap fees on accounts. Wrap fees are charges for investment programs that bundle together a suite of services, such as brokerage, advisory, research and management, and are based on a percentage of assets. Bancorp deploys its brokers primarily through its branch network via an arrangement with a third party broker-dealer, while larger managed accounts are serviced in the Bank’s WM&T department.

 

Bank Owned Life Insurance (BOLI) income totaled $216$204 thousand and $222 thousand for the third quarter of 2016 and 2015, respectively, and totaled $657 thousand and $670$221 thousand for the first nine monthsquarter of 20162017 and 2015,2016, respectively. BOLI representsassets represent the cash surrender value for life insurance policies on certain key employees who have provided consent for Bancorp to be the beneficiary of a portion of such policies. BOLI income results from the related change in cash surrender value and any death benefits received under the policies. This income helps offset the cost of various employee benefits.

 

Other non-interest income increased $245decreased $111 thousand, or 52.4%20.0%, for the thirdfirst quarter of 2016, and $396 thousand, or 29.1% for the first nine months of 2016, as2017 compared with the same periodsperiod in 2015.2016. Included in this category is swap fee income, which totaled $436 thousand and $17$171 thousand for the first ninethree months of 2016 and 2015, respectively.2016. There was no swap fee income during the first three months of 2017. Opportunities to earn swap fee income are infrequent due to the specialized nature of the transactions. This category includes a variety of other income sources, none of which resulted in individually significant variances.

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Salaries and employee benefits increased $715 thousand,$1.2 million, or 6.3%10.0%, for the thirdfirst quarter of 2016, and $2.4 million, or 7.1% for the first nine months of 2016, as2017, compared with the same periods of 2015. For the third quarter and the first nine months, theperiod in 2016. The increase is largely due to higher compensation expenses, reflecting both increased incentive compensation related to accelerated loan and earnings growth as well as the addition of personnel associated with continued expansion in the Cincinnati and Indianapolis markets. These increases were partially offset by lowerincreased health insurancecare costs. The Bank’s employee health insurance is a self-insured plan and related expenses fluctuate with claims experience. At September 30, 2016,March 31, 2017, Bancorp had 558582 full-time equivalent employees compared with 546550 at September 30, 2015.March 31, 2016.

 

Net occupancy expense increased $128$106 thousand, or 8.4%7.0%, in the thirdfirst quarter of 2016, and $279 thousand, or 6.3%, for the first nine months of 2016, as2017, compared with the same periods of 2015.period in 2016. The increase was largely due to higher rent and depreciation for locations added during 2015 and increased maintenance expense company-wide.for multiple bank properties and a decrease in sub-lease rents.

 

Data processing expense increased $175$324 thousand, or 11.1%21.0% in the thirdfirst quarter of 2016, and $390 thousand, or 8.2% for the first nine months of 2016,2017 compared with the same periodsperiod in 2016. The increase was partially a result of 2015, primarily due to increases in computer infrastructure upgrade and maintenance and repair costs resulting from system improvements andcosts.  These expenses related to the issuance and processing of business credit cards.  This category includesinclude ongoing computer software amortization, equipment depreciation, and expenditures related to investments in technology needed to maintain and improve the quality of delivery channels and internal resources .resources. Other factors contributing to the increase were debit card expenses and WM&T data processing expenses. Debit card expenses increased, over the same period in 2016, as a result of increased third party processing and card issuance costs. Expenses related to WM&T expenses increased primarily due to investment research costs which are typically offset by trading volume discounts. For the first quarter of 2017 these expenses were higher due to lower trading activity.

Stock Yards Bancorp, inc. and subsidiary

 

Furniture and equipment expense increased $64 thousand, or 8.1%decreased slightly for the first ninethree months of 2016,2017, as compared with the same periods in 2015. For the third quarter there was a minimal decrease over the comparable period in 2015. These fluctuations relate to a variety of factors, none of which were individually significant.2016. Costs of capital asset additions flow through the statement of income over the lives of the assets in the form of depreciation expense.

 

FDIC insurance expense increased $38decreased $98 thousand, or 11.9%29.9%, for the thirdfirst quarter of 2016, and $103 thousand or 11.1% for the first nine months of 2016, as2017 compared with the same periodsperiod in 2015.2016. The assessment is calculated by the FDIC, and adjusted quarterly. The increasethe decline in expense is due primarily to higher level of net assets driven by loan growth.a change in assessment methodology. During 2016 the FDIC revised the assessment criteria to more closely aligning FDIC assessments with each financial institution’s risks. Bancorp benefited from this change.

 

Amortization of investments in tax credit partnerships increased $857decreased $399 thousand for the thirdfirst quarter of 2016, and $2.6 million for the first nine months of 2016,2017 compared with the same periods of 2015.2016. This expense reflects amortization of investments in partnerships which generate historicfederal income tax credits and vary widely depending upon the timing and magnitude of investments and related amortization. For each of Bancorp’s investments in tax credit partnerships when taken as a whole, the tax benefit compared with the amortization results in a positive effect on net income. See the Income Taxes section below for details on amortization and income tax impact for these credits.

 

Other non-interest expenses increased $180$466 thousand or 5.5%17.6% in the thirdfirst quarter of 2016, but decreased $630 thousand or 6.4% for the first nine months of 2016, as2017 compared with the same periodsperiod in 2015.2016. The decreasesincrease for the nine month2017 period arewas largely due to $382$334 thousand of net gainsrecoveries on sales of foreclosed assets in 2016 compared with $153 thousand of net lossesnone in 2015. Additionally,2017. Also, as described above, during 2016 Bancorp reduced the reserve for estimated losses on unfunded commitments by $115 thousand in the first nine months of 2016, comparedintroduced a checking product that offers benefits to account owners. The expense associated with a provision expense of $372 thousand in 2015. This reserve is based on evaluation of credit risk related to available lines of credit in the loan portfolio and will fluctuate based on borrowers’ use and repayment of those lines. MSR amortization declined $375that product was $60 thousand for the first nine monthsquarter of 2016 compared with 2015,2017 as pools of MSRs added several years ago were fully amortizedopposed to none in 2015.2016. Other non-interest expenseexpenses also includesinclude legal and professional fees, advertising, printing, mail and telecommunications, none of which had individually significant variances.

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Income Taxes

 

For the first ninethree months of 2016,2017, Bancorp recorded income tax expense of $11.2$3.1 million, compared with $12.8$3.7 million for the same period in 2015.2016. The effective rate for the ninethree month period was 27.0%22.6% in 20162017 and 31.7%27.2% in 2015.2016. The decrease in the effective tax rate from 20152016 to 2016 is2017 was largely the result of higher utilizationthe adoption of ASU 2016-09 “Compensation – Stock Compensation Improvements to Employee Share-Based Payment Accounting”. The new standard requires excess tax creditsbenefits and deficiencies related to share-based payment awards to be reflected in 2016.the statement of operations as a component of the provision for income taxes. For the three months ended March 31, 2017 Bancorp recorded a benefit of $1.0 million for such excess benefits against the provision for income tax expense. Prior to adoption of ASU 2016-09 these tax benefits were recorded directly to additional paid-in capital. Tax benefits recorded to capital for the three months ended March 31, 2016 was $404 thousand.

 

Bancorp invests in certain partnerships that yield historic and low-income housingfederal income tax credits. The amortization method for investmentsThese tax credits contributed, to a lesser degree, to the change in historic tax credit partnerships is the cost method which matches the amortization period with the time frame over which the credits are realized. The tax benefits and related investment amortization expenses for low-income housing credits are recognized in income tax expense usingand effective tax rate, 2016 to 2017. Taken as a proportional amortization method which amortizes the investment in proportion towhole, the tax credits and other tax benefits received.benefit of these investments exceeds amortization expense associated with them, resulting in a positive impact on net income.

 

Commitments

 

Bancorp uses a variety of financial instruments in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. A discussion of Bancorp’s commitments is included in Note 11.

  

Stock Yards Bancorp, inc. and subsidiary

Other commitments discussed in Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015,2016, have not materially changed since that report was filed, relative to qualitative and quantitative disclosures of fixed and determinable contractual obligations.

  

b)

b)     Financial Condition

 

Balance Sheet

 

Total assets increased $121.9 million, or 4.3%, from $2.8remained unchanged at $3.0 billion onat both March 31, 2017 and December 31, 2015 to $2.9 billion on September 30, 2016. In the first ninethree months of 20162017 decreases in both loans grew $189.7and available for sale investments were offset by increased cash held and invested short term. Loans decreased $32.6 million, or 9.3%1.4%, primarily as a result of commercial real estate (CRE) loan productionpayoffs, as borrowers moved elsewhere for permanent financing and CRE loans for which outpaced what had previously been record production in 2015. All of the growth has been organic and each of Bancorp's three markets continues to participate in the accelerated lending activity. Loan growth during the nine month period reflects ongoing expansion in key categories, such as commercial and industrial lending, while limiting exposure to commercial investment real estate.collateral was sold. These repayments were largely anticipated. Securities available-for-sale decreased by $24.2$13.9 million over the first ninethree months of 2016.2017. The decrease was net of market value changes in the portfolio with unrealized losses at March 31, 2017 of $803 thousand as compared to unrealized gainslosses of $1.5$1.9 million at December 31, 2015 increased to $7.8 million at September 30, 2016, a $6.3 million increase in the market value of the portfolio. Maturing2016. Funds from maturing available-for-sale investments were usedheld as cash, or invested short term, to fund future loan growth during the first nine months of 2016.growth. Included in securities available-for-sale are short term obligations of U.S. Treasury or U.S. government sponsored entities. These securities, which totaled $100 million at September 30, 2016March 31, 2017 and December 31, 2015,2016, normally have a maturity of less than one month, and are purchased at quarter-end as part of a tax minimization strategy.

 

Total liabilities increased $96.8decreased $12.0 million, or 3.8%, from $2.5 billion on December 31, 20152016 to $2.6March 31, 2017, from $2.73 billion on September 30, 2016.to $2.71 billion, respectively. Total deposits increased $18.9$23.7 million or 0.8%0.9%, with the greatest increaseincreases in money market deposits, $21.0 million, or 3.1%; non-interest bearing deposit accounts. Non-interestaccounts, $6.4 million or 0.9%; and savings accounts, $6.3 million, or 4.5%. Interest bearing demand deposit accounts increased $96.3decreased $2.5 million, or 16.5%0.3%, whereas interest bearing accounts decreased $77.4as did time deposits, $7.5 million, or 4.3%, over the nine month period.3.0%. Securities sold under agreements to repurchase increased $2.8decreased $1.8 million, or 4.3%2.8%, due to normal cyclical activity. Federal funds purchased and other short-term borrowing increased $53.9 million.decreased $36.4 million, or 76.8%, period to period. Bancorp uses short-term lines of credit to manage its overall liquidity position. Other liabilities increased $13.3$2.9 million or 47.6%7.6% largely due to an increase in secured borrowing related to participation loans. See the Elements of Loan Portfolio section below on details related to participations loans.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

Elements of Loan Portfolio

 

The following table sets forth the major classifications of the loan portfolio.

 

(in thousands)

                

Loans by Type

 

September 30, 2016

  

December 31, 2015

  

March 31, 2017

  

December 31, 2016

 
        

Commercial and industrial

 $708,508  $644,398  $736,633  $736,841 

Construction and development, excluding undeveloped land

  171,994   134,482   165,832   192,348 

Undeveloped land (1)

  19,993   21,185   21,207   21,496 

Real estate mortgage:

                

Commercial investment

  510,128   436,989   546,957   538,886 

Owner occupied commercial

  412,733   420,666   406,209   408,292 

1-4 family residential

  245,229   226,575   244,349   249,498 

Home equity - first lien

  54,837   50,115   51,076   55,325 

Home equity - junior lien

  65,605   63,066   65,806   67,519 

Subtotal: real estate mortgage

  1,288,532   1,197,411   1,314,397   1,319,520 

Consumer

  33,679   35,531   34,709   35,170 
                

Total loans

 $2,222,706  $2,033,007  $2,272,778  $2,305,375 

 

(1)

Undeveloped land consists of land acquired for development by the borrower, but for which no development has yet taken place.

  

Bancorp occasionally enters into loan participation agreements with other banks to diversify credit risk. For certain sold participation loans, Bancorp has retained effective control of the loans, typically by restricting the participating institutions from pledging or selling their share of the loan without permission from Bancorp. US GAAP requires the participated portion of these loans to be recorded as secured borrowings. These participated loans are included in the commercial and industrial and real estate mortgage loan totals above, and a corresponding liability is recorded in other liabilities. At September 30, 2016March 31, 2017 and December 31, 2015,2016, the total participated portions of loans of this nature were $16.0$21.5 million and $7.2$15.8 million, respectively.

Allowance for loan losses

An allowance for loan losses has been established to provide for probable losses on loans that may not be fully repaid. The allowance for loan losses is increased by provisions charged to expense and decreased by charge-offs, net of recoveries. Loans are typically charged off when management deems them uncollectible and after underlying collateral has been liquidated; however, collection efforts continue and future recoveries may occur. Periodically, loans are partially charged off to the net realizable value based upon evaluation of related underlying collateral, including Bancorp’s bias for resolution.

  

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

The allowance methodology is driven by risk ratings, historical losses, and qualitative factors. The level of the 2017 allowance for loan losses reflected a number of factors, primarily qualitative considerations, continued improvement in key metrics, and expansion of the historical look-back period from 24 quarters to 28 quarters. This expansion of the historical period was applied to all classes and segments of our portfolio. The expansion of the look-back period for the historical loss rates used in the quantitative allocation caused us to review the overall methodology for the qualitative factors to ensure we were appropriately capturing the risk not addressed in the historical loss rates used in the quantitative allocation. Management believes the extension of the look-back period is appropriate to ensure capture of the impact of a full economic cycle and more accurately represents the current level of risk inherent in the loan portfolio. Key indicators of loan quality continued to show improvement during 2017, with levels of non-performing loans continuing a five year downward trend. Bancorp considers the present asset quality metrics to be exceptionally strong. During its quarterly review of qualitative factors, Bancorp noted a slight elevation in past due loans along with a potential exposure for one pool of classified loans. Due to this increase, Bancorp increased its qualitative allocation for the allowance during the quarter. Additional information regarding Bancorp’s methodology for evaluating the adequacy of the allowance for loan loss can be read in the Company’s annual 10K.

As of March 31, 2017 the allowance for loan loss was $24.5 million, a $474 thousand increase over the December 31, 2016 balance of $24.0 million. For the comparative periods, the allowance as a percent of average loans was 1.07% and 1.11%, respectively. The allowance as a percent of period end loans, as of each period end, 1.08% and 1.04%, respectively.

 

Non-performing Loans and Assets

 

Information summarizing non-performing assets, including non-accrual loans follows:

 

(Dollars in thousands)

 

September 30, 2016

  

December 31, 2015

  

March 31, 2017

  

December 31, 2016

 
        

Non-accrual loans

 $6,889  $7,693  $5,099  $5,295 

Troubled debt restructuring

  999   1,060   988   974 

Loans past due 90 days or more and still accruing

  80   176   -   438 
        

Non-performing loans

  7,968   8,929   6,087   6,707 
        

Foreclosed real estate

  5,042   4,541   3,989   5,033 
        

Non-performing assets

 $13,010  $13,470  $10,076  $11,740 
        

Non-performing loans as a percentage of total loans

  0.36%  0.44%  0.27%  0.29%

Non-performing assets as a percentage of total assets

  0.44%  0.48%  0.33%  0.39%


Non-performing assets as of March 31, 2017 were comprised of 70 non-accrual loans, ranging in amount from $1 to $953 thousand, and foreclosed real estate held for sale. Foreclosed real estate held at March 31, 2017 included raw land, both residential development and vacant commercial; a manufacturing facility; a commercial building with multiple tenants; and six residential rental properties.

Stock Yards Bancorp, inc. and subsidiary

 

The following table sets forth the major classifications of non-accrual loans:

 

Non-accrual loans by type

        
        

(in thousands)

         

March 31, 2017

  

December 31, 2016

 

Non-accrual loans by type

 

September 30, 2016

  

December 31, 2015

 

Commercial and industrial

 $2,177  $3,643  $1,913  $1,767 

Construction and development, excluding undeveloped land

  910   -   444   538 

Undeveloped land

  655   -   474   474 
        

Real estate mortgage

        

Real estate mortgage - commercial investment

  94   278   169   107 

Real estate mortgage - owner occupied commercial

  1,548   2,761   1,236   1,042 

Real estate mortgage - 1-4 family residential

  920   906   688   984 

Home equity

  175   383 

Subtotal: Real estate mortgage

  2,268   2,516 

Home equity and consumer loans

  585   105   -   - 
        

Total loans

 $6,889  $7,693  $5,099  $5,295 

 

c)

c)     Liquidity

 

The role of liquidity management is to ensure funds are available to meet depositors’ withdrawal and borrowers’ credit demands while at the same time maximizing profitability. This is accomplished by balancing changes in demand for funds with changes in the supply of those funds. Liquidity is provided by short-term liquid assets that can be converted to cash, investment securities available-for-sale, various lines of credit available to Bancorp, and the ability to attract funds from external sources, principally deposits. Management believes it has the ability to increase deposits at any time by offering rates slightly higher than market rate.

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Bancorp’s most liquid assets are comprised of cash and due from banks, available-for-sale marketable investment securities, federal funds sold and interest bearing deposits.deposits with banks. Federal funds sold and interest bearing deposits totaled $16.4$45.9 million at September 30, 2016.March 31, 2017. These investments normally have overnight maturities and are used for general daily liquidity purposes. The fair value of the available-for-sale investment portfolio was $541.7$556.1 million at September 30, 2016.March 31, 2017. The portfolio includes maturities of approximately $136.0$183.4 million over the next twelve months, including $100 million of short-term securities which matured in October 2016.April 2017. Combined with federal funds sold and interest bearing deposits, these offer substantial resources to meet either new loan demand or reductions in Bancorp’s deposit funding base. Bancorp pledges portions of its investment securities portfolio to secure public fund deposits, cash balances of certain wealth management and trust accounts, and securities sold under agreements to repurchase. At September 30, 2016,March 31, 2017, total investment securities pledged for these purposes comprised 60%64% of the available-for-sale investment portfolio, leaving $323.3$200.8 million of unpledged securities.

Stock Yards Bancorp, inc. and subsidiary

 

Bancorp has a large base of non-maturity customer deposits, defined as demand, savings, and money market deposit accounts.accounts and time deposits less than or equal to $250,000. At September 30, 2016,March 31, 2017, such deposits totaled $2.1$2.5 billion and represented 89.7%99% of Bancorp’s total deposits.deposits, as compared to $2.5 billion, or 98% of total deposits at December 31, 2016. Because these deposits are less volatile and are often tied to other products of Bancorp through long lasting relationships they do not put heavy pressure on liquidity. However, many of Bancorp’s customers’ deposit balances are historically high. When market conditions improve, these balances will likely decrease, putting some strain on Bancorp’s liquidity position.

As of September 30,March 31, 2017 and December 31, 2016, Bancorp had $498 thousand or 0.02% of total deposits, in brokered deposits.

 

Included in the total deposit balances at September 30, 2016March 31, 2017 is $113.0$154.7 million of public funds deposits generally comprised of accounts from local government agencies and public school districts in our markets. As a result of property tax collections in the latter part of each year these accounts provide seasonal excess balances that originate with tax payments and decline leading into the next tax season. While this excess liquidity is maintained in low-yielding short-term investments and consequently results in lower net interest margin, it has a positive impact on net interest income.

 

Other sources of funds available to meet daily needs include FHLB advances. As a member of the FHLB of Cincinnati, Bancorp has access to credit products offered by the FHLB. Bancorp views these borrowings as a low cost alternative to other time deposits. At September 30, 2016,March 31, 2017, available credit from the FHLB totaled $366.5$500.1 million. Additionally, Bancorp had available federal funds purchased lines with correspondent banks totaling $80 million at September 30, 2016.March 31, 2017. 

 

Bancorp’s principal source of cash revenues is dividends paid to it as sole shareholder of the Bank. At September 30, 2016,March 31, 2017, the Bank may pay up to $76.9$56.5 million in dividends to Bancorp without regulatory approval subject to the ongoing capital requirements of the Bank.

 

d)

d)     Capital Resources

 

At September 30, 2016,March 31, 2017, stockholders’ equity totaled $311.6$319.7 million, an increase of $25.1$5.8 million since December 31, 2015.2016. See the Consolidated Statement of Changes in Stockholders’ Equity for further detail of the changes in equity since the end of 2015. One component of equity is accumulated other comprehensive income which, for Bancorp, consists of net unrealized gains or losses on securities available-for-sale and hedging instruments, as well as a minimum pension liability, each net of taxes. Accumulated other comprehensive incomeloss was $4.4 million$725 thousand at September 30, 2016March 31, 2017 compared with $632 thousanda loss of $1.5 million on December 31, 2015.2016. The $3.8 million increase$774 thousand positive difference is primarily a reflection of the positive effect of the changing interest rate environment during the first ninethree months of 2016 on the valuation of Bancorp’s portfolio of securities available-for-sale.2017 as short term rates increased slightly, while long term rates decreased.

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

  

The following table sets forth Bancorp’s and the Bank’s risk based capital ratios as of September 30, 2016March 31, 2017 and December 31, 2015.2016.

  

 

March 31,

  

December 31,

 
 

September 30,

  

December 31,

  

2017

  

2016

 
 

2016

  

2015

         

Total risk-based capital (1)

                

Consolidated

  13.05

%

  13.31

%

  13.49

%

  13.04

%

Bank

  12.64   12.91   13.05   12.57 
                

Common equity tier 1 risk-based capital (1)

                

Consolidated

  12.07   12.32   12.51   12.10 

Bank

  11.66   11.92   12.07   11.63 
                

Tier 1 risk-based capital (1)

                

Consolidated

  12.07   12.32   12.51   12.10 

Bank

  11.66   11.92   12.07   11.63 
                

Leverage (2)

                

Consolidated

  10.63   10.53   10.64   10.54 

Bank

  10.26   10.19   10.25   10.11 

 

(1)

Under the banking agencies risk-based capital guidelines, assets and credit-equivalent amounts of derivatives and off-balance sheet exposures are assigned to broad risk categories. The aggregate dollar amount in each risk category is multiplied by the associated risk weight of the category. The resulting weighted values are added together, resulting in the Bancorp's total risk-weighted assets. These ratios are computed in relation to average assets.

 

 

(2)

Ratio is computed in relation to average assets.

 

In 2013, the Federal Reserve Board and the FDIC approved rules that substantially amended the regulatory risk-based capital rules applicable to Bancorp and Bank. The rules implemented the regulatory capital reforms of the Basel Committee on Banking Supervision reflected in "Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems" (Basel III) and changes required by the Dodd-Frank Act. The Basel III regulatory capital reforms became effective for Bancorp and Bank on January 1, 2015, and included new minimum risk-based capital and leverage ratios. The minimum capital level requirements applicable to bank holding companies and banks subject to the rules are:

 

a common equity tier 1 capital ratio of 4.5%,

a tier 1 risk-based capital ratio of 6% (increased from 4%),

a total risk-based capital ratio of 8% (unchanged from current rules), and

a tier 1 leverage ratio of 4% for all institutions.

 

The rules also established a "capital conservation buffer" of 2.5%, to be phased in over three years through December 31, 2018, above the new regulatory minimum risk-based capital ratios, and will result in the following minimum ratios once the capital conservation buffer is fully phased in:

 

a common equity tier 1 risk-based capital ratio of 7.0%,

a tier 1 risk-based capital ratio of 8.5%, and

a total risk-based capital ratio of 10.5%.

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

The rules allowed banks and their holding companies with less than $250 billion in assets a one-time opportunity to opt-out of a requirement to include unrealized gains and losses in accumulated other comprehensive income in their capital calculation. Bancorp opted out of this requirement.

 

As of September 30, 2016,March 31, 2017, Bancorp meets the requirements to be considered well capitalized under the rules, and is not subject to limitations due to the capital conservation buffer.

 

e)

e)     Non-GAAP Financial Measures

 

In addition to capital ratios defined by banking regulators, Bancorp considers various ratios when evaluating capital adequacy and overhead, including tangible common equity to tangible assets, tangible common equity per share, and adjusted efficiency ratio, all of which are non-GAAP measures.

Bancorp believes the tangible common equity ratios are important because of their widespread use by investors as means to evaluate capital adequacy, as they reflect the level of capital available to withstand unexpected market conditions. Because US GAAP does not include capital ratio measures, there are no US GAAP financial measures comparable to these ratios.

The following table reconciles Bancorp’s calculation of tangible common equity to amounts reported under US GAAP.

(in thousands, except per share data)

 

March 31, 2017

  

December 31, 2016

 

Total equity

 $319,687  $313,872 

Less core deposit intangible

  (1,358)  (1,405)

Less goodwill

  (682)  (682)

Tangible common equity

 $317,647  $311,785 
         

Total assets

 $3,033,343  $3,039,481 

Less core deposit intangible

  (1,358)  (1,405)

Less goodwill

  (682)  (682)

Total tangible assets

 $3,031,303  $3,037,394 
         

Total shareholders' equity to total assets

  10.54

%

  10.33

%

Tangible common equity ratio

  10.48   10.26 
         

Number of outstanding shares

  22,661   22,617 
         

Book value per share

 $14.11  $13.88 

Tangible common equity per share

  14.02   13.79 

Stock Yards Bancorp, inc. and subsidiary

In addition to the efficiency ratio normally presented, Bancorp considers an adjusted efficiency ratio. Bancorp believes excluding amortization of investments in tax credit partnerships from non-interest expense in this ratio is important because it provides a meaningful comparison to both prior periods, since amortization expense can fluctuate widely between periods depending upon timing of tax credits, and to other companies who do not invest in these partnerships.

 

The following table reconciles Bancorp’s calculation of tangible common equity to amounts reported under US GAAP.

(in thousands, except per share data)

 

September 30, 2016

  

December 31, 2015

 

Total equity

 $311,570  $286,519 

Less core deposit intangible

  (1,453)  (1,601)

Less goodwill

  (682)  (682)

Tangible common equity

 $309,435  $284,236 
         

Total assets

 $2,938,665  $2,816,801 

Less core deposit intangible

  (1,453)  (1,601)

Less goodwill

  (682)  (682)

Total tangible assets

 $2,936,530  $2,814,518 
         

Total shareholders' equity to total assets

  10.60

%

  10.17

%

Tangible common equity ratio

  10.54   10.10 
         

Number of outstanding shares

  22,563   22,379 
         

Book value per share

 $13.81  $12.80 

Tangible common equity per share

  13.71   12.70 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

The following table reconciles Bancorp’s calculation of adjusted efficiency ratios to the ratio reported under US GAAP.

 

  

Three months ended

  

Nine months ended

 
  

September 30,

  

September 30,

 

(amounts in thousands)

 

2016

  

2015

  

2016

  

2015

 

Non-interest expense

 $20,518  $18,430  $60,251  $55,076 
                 

Net interest income (tax-equivalent)

  24,963   22,312   72,816   66,196 

Non-interest income

  11,358   9,985   32,218   29,877 

Total revenue

 $36,321  $32,297  $105,034  $96,073 
                 

Efficiency ratio

  56.5%  57.1%  57.4%  57.3%

  

Three months ended

 
  

March 31,

 

(amounts in thousands)

 

2017

  

2016

 

Non-interest expense

 $21,148  $19,540 
         

Net interest income (tax-equivalent)

  25,382   23,688 

Non-interest income

  10,797   10,082 

Total revenue

 $36,179  $33,770 
         

Efficiency ratio

  58.5%  57.9%

 

(amounts in thousands)

 

2016

  

2015

  

2016

  

2015

  

2017

  

2016

 

Non-interest expense

 $20,518  $18,430  $60,251  $55,076  $21,148  $19,540 

Less: amortization of investments in tax credit partnerships

  (1,015)  (158)  (3,046)  (475)  (616)  (1,015)

Adjusted non-interest expense

  19,503   18,272   57,205   54,601   20,532   18,525 
                        

Net interest income (tax-equivalent)

  24,963   22,312   72,816   66,196   25,382   23,688 

Non-interest income

  11,358   9,985   32,218   29,877   10,797   10,082 

Total revenue

 $36,321  $32,297  $105,034  $96,073  $36,179  $33,770 
                        

Adjusted efficiency ratio

  53.7%  56.6%  54.5%  56.8%  56.8%  54.9%

 

 

f)

Recently Issued Accounting Pronouncements

 f)     Recently Issued Accounting Pronouncements


In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09,Revenue from Contracts with Customers, which outlines a single comprehensive model for use in accounting for revenue arising from contracts with customers, and supersedes most current revenue recognition guidance. The ASU was originally effective for fiscal years and interim periods beginning after December 15, 2016. In August 2015, FASB issued ASU 2015-14 which delays the effective date. The effective date will be annual reporting periods beginning after December 15, 2017, and the interim periods within that year. Bancorp is reviewing existing contractual arrangements and is evaluating how implementation of ASU 2-14-09 will impact results of operations. Bancorp continues to evaluate and develop processes and controls for ongoing procedural and disclosure requirements of the potential impactstandard.

Stock Yards Bancorp, inc. and subsidiary

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-01,Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities, which requires equity investments to be measured at fair value with changes in fair value recognized in net income. The ASU is effective for fiscal years and interim periods beginning after December 15, 2017. Because Bancorp does not have significant investments in equity securities, the adoption of ASU 2014-09.2016-01 is not expected to have a significant impact on Bancorp’s operations or financial statements.

 

In February 2016, FASB issued ASU No. 2016-02,Leases, which requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize on the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The amendment should be applied at the beginning of the earliest period presented using a modified retrospective approach with earlier application permitted as of the beginning of an interim or annual reporting period. Bancorp is evaluating the potentialhas evaluated existing lease commitments and does not expect adoption to have a significant impact of adoption of ASU 2016-02.

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

In March 2016, FASB issued ASU No. 2016-09, Compensation – Stock Compensation. The new guidance simplifies certain aspects related to income taxes, statement of cash flows, and forfeitures when accounting for share-based payment transactions. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2016. Certain of the amendments related to timing of the recognition of tax benefits and tax withholding requirements should be applied using a modified retrospective transition method. Amendments related to the presentation of the statement of cash flows should be applied retrospectively. All other provisions may be applied on a prospectiveBancorp’s operations or modified retrospective basis. After adoption of the ASU, Bancorp would record the excess tax benefits related to stock compensation as a component of income tax expense rather than additional paid-in capital. For the year ended December 31, 2015, the excess tax benefit recorded to additional paid-in capital was $673 thousand. Bancorp is considering the potential impact of early adoption of ASU 2016-09.financial statements.

 

In June 2016, FASB issued ASU 2016-13,Measurement of Credit Losses on Financial Instruments, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. This standard will likely have a significant impact on the way Bancorp recognizes credit impairment on loans. Under current US GAAP, credit impairment losses are determined using an incurred-loss model, which recognizes credit losses only when it is probable that all contractual cash flows will not be collected. The initial recognition of loss under CECL differs from current US GAAP because recognition of credit losses will not be based on any triggering event. This should generally result in credit impairment being recognized earlier and immediately after the financial asset is originated or purchased. Bancorp is evaluating existing accounting processes, internal controls, and technology capabilities to determine what changes will be needed to address the new requirements. These processes and controls will require significant judgment, collection and analysis of additional data, and use of estimates. Technology and other resources are being upgraded or modified to capture additional data to support the accounting and disclosure requirements. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2019. As noted above, Bancorp is evaluating the potential impact of adoption of ASU 2016-13.

 

In August 2016, FASB issued ASU 2016-15,Classification of Certain Cash Receipts and Cash Payments, which amends guidance in ASC 230 on the classification of certain cash receipts and payments in the statement of cash flows. The primary purpose of the ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. The ASU’s amendments add or clarify guidance on eight cash flow issues. The guidance in the ASU is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable if retrospective application would be impracticable. Bancorp does not anticipate that adoption of the ASU will have a significant impact on the consolidated financial statements of the company.Company.

In October 2016, the FASB issued ASU 2016-16,Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize at the transaction date the income tax consequences of inter-company asset transfers other than inventory. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Entities may early adopt the ASU, but only at the beginning of an annual period for which no financial statements (interim or annual) have already been issued or made available for issuance. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

Stock Yards Bancorp, inc. and subsidiary

 

 

In November 2016, the FASB issued ASU 2016-18,Statement of Cash Flows (Topic 230): Restricted Cash, which requires companies to include cash and cash equivalents that have restrictions on withdrawal or use in total cash and cash equivalents on the statement of cash flows. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. If an entity early adopts the amendments in an interim period, adjustments should be reflected at the beginning of the fiscal year that includes that interim period. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. For all other entities, the ASU is effective for annual periods in fiscal years beginning after December 15, 2018, and interim periods in fiscal years beginning after December 15, 2019. Entities may early adopt the ASU and apply it to transactions that have not been reported in financial statements that have been issued or made available for issuance. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

In January 2017, the FASB issued ASU 2017-03,Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update), which incorporates into the FASB Accounting Standards Codification® recent SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on financial statements of adopting the revenue, leases, and credit losses standards. The SEC staff had previously announced that registrants should include the disclosures starting with their December 2017 financial statements. Bancorp is evaluating the potential impact of implementation of this standard on the consolidated financial statements of the Company.

In January 2017, the FASB issued ASU 2017-04,Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which requires an entity to no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. The changes are effective for public business entities that are SEC filers, for annual and interim periods in fiscal years beginning after December 15, 2019. All entities may early adopt the standard for goodwill impairment tests with measurement dates after January 1, 2017. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

In February 2017, the FASB issued ASU 2017-05,Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which clarifies the guidance in Subtopic 610-20 on accounting for derecognition of a nonfinancial asset. The ASU also defines in-substance nonfinancial assets and includes guidance on partial sales of nonfinancial assets. An entity is required to apply the amendments in this ASU at the same time that it applies ASU 2014-09. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

Stock Yards Bancorp, inc. and subsidiary

In March 2017, the FASB issued ASU 2017-07,Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires companies to present the service cost component of net benefit cost in the same line items in which they report compensation cost. Companies will present all other components of net benefit cost outside operating income, if this subtotal is presented. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

The FASB also issued a series of other ASUs, which update ASU 2014-09. The effective dates for ASU 2014-09 have been updated by ASU 2015-14,Deferral of the Effective Date. For public business entities, certain employee benefit plans, and certain not-for-profit entities, ASU 2014-09 is effective for annual and interim periods in fiscal years beginning after December 15, 2017. Earlier application is permitted only as of annual and interim periods in fiscal years beginning after December 15, 2016. Bancorp is including these ASUs in its evaluation and implementation efforts relative to ASU 2014-09.

Other ASUs applicable to the implementation of ASU 2014-09:

•    ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)

•     ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing

•     ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients

•     ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

 

Information required by this item is included in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

 

Item 4.   Controls and Procedures

Disclosure Controls and Procedures

 

Bancorp maintains disclosure controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the Securities and Exchange Commission (“SEC”)(SEC), and to record, process, summarize and reportdisclose this information within the time periods specified in the rules and forms of the SEC.

Based on their evaluation of Bancorp’s disclosure controls and procedures, as of the end of the quarterly period covered by this report, the Chief Executive and Chief Financial Officers believehave concluded that, thesebecause of the material weakness described in Management’s Report on Internal Control Over Financial Reporting in our Annual Report on Form 10-K for the year ended December 31, 2016, Bancorp’s disclosure controls and procedures are(as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were not effective to ensureas of March 31, 2017. However, based on a number of factors, we believe that Bancorp is able to collect, processthe consolidated financial statements in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position and discloseresults of operation and cash flows for the information it is required to discloseperiods presented in reports it filesconformity with the SEC within the required time periods.US GAAP.

 

Based

Changes in Internal Control over Financial Reporting

With regard to the material weakness, our remediation efforts began during the quarter ended March 31, 2017. We are changing how certain controls are designed, performed and documented. We increased staffing in the internal loan review department, the area responsible for assessment of loan grades. We must now demonstrate the effectiveness of these changes with an appropriate amount of consistency and for a sufficient period of time to conclude that the control is functioning properly. Other than these changes, based on the evaluation of Bancorp’s disclosure controls and procedures by the Chief Executive and Chief Financial Officers, there were no significant changes during the quarter ended September 30, 2016March 31, 2017 in Bancorp’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Bancorp’s internal control over financial reporting.

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

PART II – OTHER INFORMATION

 

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds 

 

The following table shows information relating to the repurchase of shares of common stock by Bancorp during the three months ended September 30, 2016.March 31, 2017.

 

  

Total number of

shares

purchased (1)

  

Average price paid

per share

  

Total number of

shares purchased as

part of publicly

announced plan

  

Maximum number of

shares that may yet be

purchased under the plan

 

July 1 - July 31

  7,371  $29.45       

Aug 1 - Aug 31

            

Sept 1 - Sept 30

  7,299   32.03       

Total

  14,670  $30.73       
  

Total number of

shares

purchased (1)

  

Average price

paid per share

  

Total number of

shares purchased as

part of publicly

announced plan

  

Maximum number of

shares that may yet be

purchased under the plan

 
                 

Jan 1

-Jan 31  2,446  $46.80       

Feb 1

-Feb 28  10,978   45.43       

Mar 1

-Mar 31  31,414   40.64       

Total

  44,838  $42.15       

  

(1)     Activity represents shares of stock withheld to pay taxes due upon exercise of stock appreciation rights, vesting of restricted stock, and vesting of performance stock units.

Activity represents shares of stock withheld to pay taxes due upon exercise of stock appreciation rights and vesting of restricted stock.

 

Item 6.  Exhibits

 

The following exhibits are filed or furnished as a part of this report:

 

Exhibit

Number

 

Number

Description of exhibit

31.1

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act by David P. Heintzman

31.2

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act by Nancy B. Davis

32

Certifications pursuant to 18 U.S.C. Section 1350

101

The following financial statements from the Stock Yards Bancorp, Inc. September 30, 2016March 31, 2017 Quarterly Report on Form 10-Q, filed on November 7, 2016,May 5, 2017, formatted in eXtensible Business Reporting Language (XBRL):

(1)

(1)  Consolidated Balance Sheets

 

(2)

Consolidated Statements of Income

 

(3)

Consolidated Statements of Comprehensive Income

 

(4)

Consolidated Statements of Changes in Stockholders’ Equity

(5)

(5)  Consolidated Statements of Cash Flows

(6)

(6)  Notes to Consolidated Financial Statements

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARYStock Yards Bancorp, inc. and subsidiary

 

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.

 

STOCK YARDS BANCORP, INC.

Date: May 5, 2017

By:

/s/ David P. Heintzman

David P. Heintzman, Chairman

and Chief Executive Officer

    

Date: November 7, 2016

May 5, 2017
By:

/s/ David P. Heintzman

David P. Heintzman, Chairman
and Chief Executive Officer

Date: November 7, 2016

By:

/s/ Nancy B. Davis

 
  Nancy B. Davis, Executive Vice President, 
  Treasurer and Chief Financial Officer 

 

 

 

 6367