PART 1. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

SERVISFIRST BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share amounts)

	March 31, 2021			December 31, 2020
	(Unaudited)				(1)
ASSETS
Cash and due from banks	$	70,107		$	93,655
Interest-bearing balances due from depository institutions		2,738,046			2,115,985
Federal funds sold		1,577			1,771
Cash and cash equivalents		2,809,730			2,211,411
Available for sale debt securities, at fair value		961,879			886,688
Held to maturity debt securities (fair value of $250 at March 31, 2021 and December 31, 2020)		250			250
Mortgage loans held for sale		15,834			14,425
Loans		8,504,980			8,465,688
Less allowance for credit losses		(94,906	)		(87,942	)
Loans, net		8,410,074			8,377,746
Premises and equipment, net		56,472			54,969
Accrued interest and dividends receivable		36,348			36,841
Deferred tax assets, net		32,126			31,072
Other real estate owned and repossessed assets		2,067			6,497
Bank owned life insurance contracts		278,045			276,387
Goodwill and other identifiable intangible assets		13,841			13,908
Other assets		30,708			22,460
Total assets	$	12,647,374		$	11,932,654
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing	$	3,044,611		$	2,788,772
Interest-bearing		7,532,999			7,186,952
Total deposits		10,577,610			9,975,724
Federal funds purchased		911,558			851,545
Other borrowings		64,691			64,748
Accrued interest payable		12,865			12,321
Other liabilities		50,165			35,464
Total liabilities		11,616,889			10,939,802
Stockholders' equity:
Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at March 31, 2021 and December 31 2020		0			0
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 54,137,650 shares issued and outstanding at March 31, 2021, and 53,943,751 shares issued and outstanding at December 31 2020		54			54
Additional paid-in capital		224,302			223,856
Retained earnings		788,875			748,224
Accumulated other comprehensive income		16,754			20,218
Total stockholders' equity attributable to ServisFirst Bancshares, Inc.		1,029,985			992,352
Noncontrolling interest		500			500
Total stockholders' equity		1,030,485			992,852
Total liabilities and stockholders' equity	$	12,647,374		$	11,932,654

(1) derived from audited financial statements.

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts)
(Unaudited)
	Three Months Ended March 31,
	2021		2020
Interest income:
Interest and fees on loans	$	93,803	$	89,385
Taxable securities		5,807		5,154
Nontaxable securities		107		233
Federal funds sold		3		277
Other interest and dividends		676		1,718
Total interest income		100,396		96,767
Interest expense:
Deposits		6,881		16,745
Borrowed funds		1,150		2,382
Total interest expense		8,031		19,127
Net interest income		92,365		77,640
Provision for credit losses		7,451		13,584
Net interest income after provision for credit losses		84,914		64,056
Noninterest income:
Service charges on deposit accounts		1,908		1,916
Mortgage banking		2,747		1,071
Credit card income		1,192		1,765
Increase in cash surrender value life insurance		1,658		1,453
Other operating income		958		469
Total noninterest income		8,463		6,674
Noninterest expense:
Salaries and employee benefits		15,543		15,658
Equipment and occupancy		2,654		2,400
Third party processing and other services		3,416		3,457
Professional services		923		948
FDIC and other regulatory assessments		1,582		1,332
Other real estate owned		157		601
Other operating expense		4,639		3,524
Total noninterest expense		28,914		27,920
Income before income taxes		64,463		42,810
Provision for income taxes		13,008		8,032
Net income		51,455		34,778
Dividends on preferred stock		0		0
Net income available to common stockholders	$	51,455	$	34,778
Basic earnings per common share	$	0.95	$	0.65
Diluted earnings per common share	$	0.95	$	0.64

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
	Three Months Ended March 31,
	2021			2020
Net income	$	51,455		$	34,778
Other comprehensive (loss) income, net of tax:
Unrealized net holding (losses) gains arising during period from securities available for sale, net of tax of $(917) and $3,110 for 2021 and 2020, respectively		(3,464	)		11,699
Other comprehensive (loss) income, net of tax		(3,464	)		11,699
Comprehensive income	$	47,991		$	46,477

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
(In thousands, except share amounts)
(Unaudited)
	Three Months Ended March 31,
													Accumulated
							Additional						Other					Total
	Common		Preferred		Common		Paid-in			Retained			Comprehensive			Noncontrolling		Stockholders'
	Shares		Stock		Stock		Capital			Earnings			Income (loss)			Interest		Equity
Balance, January 1, 2020		53,623,740	$	0	$	54	$	219,766		$	616,611		$	5,749		$	502	$	842,682
Common dividends declared, $0.175 per share		-		0		0		0			(9,423	)		0			0		(9,423	)
Dividends on nonvested restricted stock recognized as compensation expense		-		0		0		0			14			0			0		14
Issue restricted shares pursuant to stock incentives		15,300		0		0		0			0			0			0		0
Issue shares of common stock upon exercise of stock options		204,969		0		0		2,261			0			0			0		2,261
11,031 shares of common stock withheld in net settlement upon exercise of stock options		-		0		0		(403	)		0			0			0		(403	)
Stock-based compensation expense		-		0		0		277			0			0			0		277
Other comprehensive income, net of tax		-		0		0		0			0			11,699			0		11,699
Net income		-		0		0		0			34,778			0			0		34,778
Balance, March 31, 2020		53,844,009	$	0	$	54	$	221,901		$	641,980		$	17,448		$	502	$	881,885

Balance, January 1, 2021		53,943,751		0		54		223,856			748,224			20,218			500		992,852
Common dividends declared, $0.20 per share		-		0		0		0			(10,829	)		0			0		(10,829	)
Dividends on nonvested restricted stock recognized as compensation expense		-		0		0		0			25			0			0		25
Issue restricted shares pursuant to stock incentives, net of forfeitures		42,642		0		0		0			0			0			0		0
Issue shares of common stock upon exercise of stock options		151,257		0		0		1,865			0			0			0		1,865
36,243 shares of common stock withheld in net settlement upon exercise of stock options		-		0		0		(1,710	)		0			0			0		(1,710	)
Stock-based compensation expense		-		0		0		291			0			0			0		291
Other comprehensive loss, net of tax		-		0		0		0			0			(3,464	)		0		(3,464	)
Net income		-		0		0		0			51,455			0			0		51,455
Balance, March 31, 2021		54,137,650	$	0	$	54	$	224,302		$	788,875		$	16,754		$	500	$	1,030,485

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) (Unaudited)
	Three Months Ended March 31,
	2021			2020
OPERATING ACTIVITIES
Net income	$	51,455		$	34,778
Adjustments to reconcile net income to net cash provided by
Deferred tax benefit		(137	)		(1,267	)
Provision for credit losses		7,451			13,584
Depreciation		1,015			921
Amortization of core deposit intangible		67			68
Net amortization of debt securities available for sale		1,701			966
Increase in accrued interest and dividends receivable		493			948
Stock-based compensation expense		291			277
Increase in accrued interest payable		544			465
Proceeds from sale of mortgage loans held for sale		90,227			36,308
Originations of mortgage loans held for sale		(88,889	)		(35,672	)
Gain on sale of mortgage loans held for sale		(2,747	)		(1,071	)
Net loss (gain) on sale of other real estate owned and repossessed assets		334			(24	)
Write down of other real estate owned and repossessed assets		147			587
Operating losses of tax credit partnerships		4			3
Increase in cash surrender value of life insurance contracts		(1,658	)		(1,453	)
Net change in other assets, liabilities, and other operating activities		6,462			2,814
Net cash provided by operating activities		66,760			52,232
INVESTMENT ACTIVITIES
Purchase of debt securities available for sale		(149,719	)		(80,149	)
Proceeds from maturities, calls and paydowns of debt securities
available for sale		72,194			26,778
Investment in tax credit partnership and SBIC		(56	)		(111	)
Increase in loans		(40,193	)		(312,426	)
Purchase of premises and equipment		(2,518	)		(417	)
Proceeds from sale of other real estate owned and repossessed assets		584			454
Net cash used in investing activities		(119,708	)		(365,871	)
FINANCING ACTIVITIES
Net increase in non-interest-bearing deposits		255,839			175,747
Net increase in interest-bearing deposits		346,047			126,475
Net increase in federal funds purchased		60,013			72,874
Proceeds from exercise of stock options		1,865			2,261
Taxes paid in net settlement of tax obligation upon exercise of stock options		(1,710	)		(403	)
Dividends paid on common stock		(10,787	)		(9,384	)
Net cash provided by financing activities		651,267			367,570
Net increase in cash and cash equivalents		598,319			53,931
Cash and cash equivalents at beginning of period		2,211,411			630,600
Cash and cash equivalents at end of period	$	2,809,730		$	684,531
SUPPLEMENTAL DISCLOSURE
Cash paid for:
Interest	$	7,487		$	18,662
Income taxes		4,294			400
NONCASH TRANSACTIONS
Other real estate acquired in settlement of loans	$	364		$	287
Internally financed sale of other real estate owned		3,779			0
Dividends declared		10,829			9,423

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2021

(Unaudited)

NOTE 1 - GENERAL

The accompanying consolidated financial statements in this report have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, including Regulation S-X and the instructions for Form 10-Q, and have not been audited. These consolidated financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. In the opinion of management, all adjustments necessary to present fairly the consolidated financial position and the consolidated results of operations for the interim periods have been made. All such adjustments are of a normal nature. The consolidated results of operations are not necessarily indicative of the consolidated results of operations which ServisFirst Bancshares, Inc. (the “Company”) may achieve for future interim periods or the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Form 10-K for the year ended December 31, 2020.

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

Allowance for Credit Losses

The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was passed on March 27, 2020 and provided financial institutions with the option to delay adoption of ASU 2016-13,Financial Instruments-Credit Losses (Topic326): Measurement of Credit Losses on Financial Instruments (“CECL”). As described below under Recently Adopted Accounting Pronouncements, the Company decided to delay its adoption of ASU 2016-13, as provided by the CARES Act, until the earlier of the date on which the national emergency concerning COVID-19 terminates or December 31, 2020, with an effective retrospective implementation date of January 1, 2020. Prior to January 1, 2020, except quarterly periods in 2020 which were not restated, the allowance for credit losses was calculated using an incurred losses methodology.

NOTE 2 - CASH AND CASH EQUIVALENTS

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

NOTE 3 - EARNINGS PER COMMON SHARE

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

	Three Months Ended March 31,
	2021		2020
	(In Thousands, Except Shares and Per Share Data)
Earnings per common share
Weighted average common shares outstanding		54,050,670		53,704,224
Net income available to common stockholders	$	51,455	$	34,778
Basic earnings per common share	$	0.95	$	0.65

Weighted average common shares outstanding		54,050,670		53,704,224
Dilutive effects of assumed conversions and exercise of stock options and warrants		331,321		463,190
Weighted average common and dilutive potential common shares outstanding		54,381,991		54,167,414
Net income available to common stockholders	$	51,455	$	34,778
Diluted earnings per common share	$	0.95	$	0.64

NOTE 4 - SECURITIES

The amortized cost and fair value of available-for-sale and held-to-maturity securities at March 31, 2021 and December 31, 2020 are summarized as follows:

	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Allowance For Credit Losses		Fair Value
March 31, 2021	(In Thousands)
Available for sale debt securities
U.S. Treasury Securities	$	13,995	$	301	$	0		$	-	$	14,296
Government Agency Securities		12,020		170		0			-		12,190
Mortgage-backed securities		558,985		13,352		(2,795	)		-		569,542
State and municipal securities		33,408		303		(189	)		-		33,522
Corporate debt		322,320		10,288		(279	)		-		332,329
Total	$	940,728	$	24,414	$	(3,263	)	$	-	$	961,879
Held to maturity debt securities
State and municipal securities	$	250	$	0	$	0		$	-	$	250
Total	$	250	$	0	$	0		$	-	$	250

December 31, 2020
Available for sale debt securities
U.S. Treasury Securities	$	13,993	$	364	$	0		$	-	$	14,357
Government Agency Securities		15,228		230		0			-		15,458
Mortgage-backed securities		477,407		17,720		(18	)		-		495,109
State and municipal securities		37,671		444		0			-		38,115
Corporate debt		316,857		7,296		(504	)		-		323,649
Total	$	861,156	$	26,054	$	(522	)	$	-	$	886,688
Held to maturity debt securities
State and municipal securities	$	250	$	0	$	0		$	-	$	250
Total	$	250	$	0	$	0		$	-	$	250

The amortized cost and fair value of debt securities as of March 31, 2021 and December 31, 2020 by contractual maturity are shown below. Actual maturities may differ from contractual maturities of mortgage-backed securities since the mortgages underlying the securities may be called or prepaid with or without penalty. Therefore, these securities are not included in the maturity categories along with the other categories of debt securities. Corporate debt is primarily comprised of subordinated notes payable issued by financial institutions. Most of these corporate securities have a contractual maturity of ten years but may be called at the end of their fifth year.

	March 31, 2021				December 31, 2020
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
	(In thousands)
Available for sale debt securities
Due within one year	$	32,331	$	32,623	$	30,797	$	31,060
Due from one to five years		51,309		52,954		59,828		61,481
Due from five to ten years		293,965		302,644		288,002		293,886
Due after ten years		4,138		4,116		5,122		5,152
Mortgage-backed securities		558,985		569,542		477,407		495,109
	$	940,728	$	961,879	$	861,156	$	886,688

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

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

The carrying value of investment securities pledged to secure public funds on deposit and for other purposes as required by law was $468.7 million and $477.6 million as of March 31, 2021 and December 31, 2020, respectively.

The following table identifies, as of March 31, 2021 and December 31, 2020, the Company’s investment securities that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months.

	Less Than Twelve Months					Twelve Months or More					Total
	Gross					Gross					Gross
	Unrealized					Unrealized					Unrealized
	Losses			Fair Value		Losses			Fair Value		Losses			Fair Value
	(In Thousands)
March 31, 2021
Mortgage-backed securities	$	(2,795	)	$	191,402	$	0		$	0	$	(2,795	)	$	191,402
State and municipal securities		(189	)		5,467		0			0		(189	)		5,467
Corporate debt		(234	)		29,836		(45	)		1,990		(279	)		31,826
Total	$	(3,218	)	$	226,705	$	(45	)	$	1,990	$	(3,263	)	$	228,694

December 31, 2020
Mortgage-backed securities	$	(18	)	$	3,667	$	0		$	0	$	(18	)	$	3,667
Corporate debt		(504	)		59,576		0			0		(504	)		59,576
Total	$	(522	)	$	63,243	$	0		$	0	$	(522	)	$	63,243

At March 31, 2021, no allowance for credit losses has been recognized on available for sale debt securities in an unrealized loss position as the Company does not believe any of the debt securities are credit impaired. This is based on the Company’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to available for sale debt securities. The issuers of these debt securities continue to make timely principal and interest payments under the contractual terms of the securities. Furthermore, the Company does not intend to sell these debt securities and it is more likely than not that the Company will not be required to sell the debt securities before recovery of their amortized cost, which may be at maturity. The unrealized losses are due to increases in market interest rates over the yields available at the time the debt securities were purchased.

NOTE 5– LOANS

The loan portfolio is classified based on the underlying collateral utilized to secure each loan for financial reporting purposes. This classification is consistent with the Quarterly Report of Condition and Income filed by ServisFirst Bank with the Federal Deposit Insurance Corporation (FDIC).

Commercial, financial and agricultural - Includes loans to business enterprises issued for commercial, industrial, agricultural production and/or other professional purposes. These loans are generally secured by equipment, inventory, and accounts receivable of the borrower and repayment is primarily dependent on business cash flows.

Real estate – construction – Includes loans secured by real estate to finance land development or the construction of industrial, commercial or residential buildings. Repayment is dependent upon the completion and eventual sale, refinance or operation of the related real estate project.

Owner-occupied commercial real estate mortgage – Includes loans secured by nonfarm nonresidential properties for which the primary source of repayment is the cash flow from the ongoing operations conducted by the party that owns the property.

1-4 family real estate mortgage – Includes loans secured by residential properties, including home equity lines of credit. Repayment is primarily dependent on the personal cash flow of the borrower.

Other real estate mortgage – Includes loans secured by nonowner-occupied properties, including office buildings, industrial buildings, warehouses, retail buildings, multifamily residential properties and farmland. Repayment is primarily dependent on income generated from the underlying collateral.

Consumer – Includes loans to individuals not secured by real estate. Repayment is dependent upon the personal cash flow of the borrower.

In light of the U.S. and global economic crisis brought about by the COVID-19 pandemic, the Company has prioritized assisting its clients through this troubled time. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) provides for Paycheck Protection Program (“PPP”) loans to be made by banks to employers with less than 500 employees if they continue to employ their existing workers. As of March 31, 2021, the Company has funded approximately 7,100 loans for a total amount of $1.47 billion for clients under the PPP since April 2020, and management expects to continue to participate in any extensions of the PPP by the Treasury Department. At March 31, 2021 and December 31, 2020, unaccreted deferred loan origination fees, net of costs, related to PPP loans totaled $20.4 million and $17.8 million, respectively. PPP loan origination fees recorded to interest income for the three months ended March 31, 2021 and 2020 were $9.1 million and $0, respectively. PPP loans outstanding totaled $967.7 million and $900.5 million at March 31, 2021 and December 31, 2020, respectively. PPP loans are included within the Commercial, financial and agricultural loan category in the table below. No allowance for credit losses has been recorded for PPP loans as they are fully guaranteed by the SBA (“Small Business Administration”).

The following table details the Company’s loans at March 31, 2021 and December 31, 2020:

	March 31,			December 31,
	2021			2020
	(Dollars In Thousands)
Commercial, financial and agricultural	$	3,323,093		$	3,295,900
Real estate - construction		666,592			593,614
Real estate - mortgage:
Owner-occupied commercial		1,698,695			1,693,428
1-4 family mortgage		685,840			711,692
Other mortgage		2,068,560			2,106,184
Subtotal: Real estate - mortgage		4,453,095			4,511,304
Consumer		62,200			64,870
Total Loans		8,504,980			8,465,688
Less: Allowance for credit losses		(94,906	)		(87,942	)
Net Loans	$	8,410,074		$	8,377,746


Commercial, financial and agricultural		39.07	%		38.93	%
Real estate - construction		7.84	%		7.01	%
Real estate - mortgage:
Owner-occupied commercial		19.97	%		20.00	%
1-4 family mortgage		8.07	%		8.41	%
Other mortgage		24.32	%		24.88	%
Subtotal: Real estate - mortgage		52.36	%		53.29	%
Consumer		0.73	%		0.77	%
Total Loans		100.00	%		100.00	%

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

●

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

●

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

●

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

●

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

The table below presents loan balances classified by credit quality indicator, loan type and based on year of origination as of March 31, 2021:

													Revolving
March 31, 2021	2021		2020		2019		2018		2017		Prior		Loans		Total
	(In Thousands)
Commercial, financial and agricultural
Pass	$	451,136	$	942,305	$	305,491	$	202,837	$	153,959	$	196,657	$	993,613	$	3,245,998
Special Mention		557		1,430		227		9		1,386		384		10,814		14,807
Substandard		0		559		10,570		567		3,741		2,570		44,281		62,288
Doubtful		0		0		0		0		0		0		0		0
Total Commercial, financial and agricultural	$	451,693	$	944,294	$	316,288	$	203,413	$	159,086	$	199,611	$	1,048,708	$	3,323,093
Real estate - construction
Pass	$	40,168	$	250,260	$	238,486	$	54,129	$	15,879	$	19,009	$	48,426	$	666,357
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		0		0		0		0		235		0		235
Doubtful		0		0		0		0		0		0		0		0
Total Real estate - construction	$	40,168	$	250,260	$	238,486	$	54,129	$	15,879	$	19,244	$	48,426	$	666,592
Owner-occupied commercial
Pass	$	51,008	$	364,982	$	263,789	$	207,599	$	199,276	$	551,086	$	55,790	$	1,693,530
Special Mention		0		0		0		0		289		1,941		200		2,430
Substandard		0		0		0		0		780		1,716		239		2,735
Doubtful		0		0		0		0		0		0		0		0
Total Owner-occupied commercial	$	51,008	$	364,982	$	263,789	$	207,599	$	200,345	$	554,743	$	56,229	$	1,698,695
1-4 family mortgage
Pass	$	34,862	$	170,574	$	99,727	$	65,064	$	50,130	$	61,073	$	199,658	$	681,088
Special Mention		0		680		433		129		104		481		1,111		2,938
Substandard		0		150		367		0		233		217		847		1,814
Doubtful		0		0		0		0		0		0		0		0
Total 1-4 family mortgage	$	34,862	$	171,404	$	100,527	$	65,193	$	50,467	$	61,771	$	201,616	$	685,840
Other mortgage
Pass	$	90,376	$	458,320	$	442,499	$	216,211	$	333,266	$	431,485	$	71,610	$	2,043,767
Special Mention		0		0		0		0		2,775		8,989		0		11,764
Substandard		0		0		0		4,567		8,462		0		0		13,029
Doubtful		0		0		0		0		0		0		0		0
Total Other mortgage	$	90,376	$	458,320	$	442,499	$	220,778	$	344,503	$	440,474	$	71,610	$	2,068,560
Consumer
Pass	$	3,588	$	16,111	$	3,990	$	1,332	$	1,311	$	4,373	$	31,451	$	62,156
Special Mention		0		0		0		13		0		31		0		44
Substandard		0		0		0		0		0		0		0		0
Doubtful		0		0		0		0		0		0		0		0
Total Consumer	$	3,588	$	16,111	$	3,990	$	1,345	$	1,311	$	4,404	$	31,451	$	62,200
Total Loans
Pass	$	671,138	$	2,202,552	$	1,353,982	$	747,172	$	753,821	$	1,263,683	$	1,400,548	$	8,392,896
Special Mention		557		2,110		660		151		4,554		11,826		12,125		31,983
Substandard		0		709		10,937		5,134		13,216		4,738		45,367		80,101
Doubtful		0		0		0		0		0		0		0		0
Total Loans	$	671,695	$	2,205,371	$	1,365,579	$	752,457	$	771,591	$	1,280,247	$	1,458,040	$	8,504,980

Loans by credit quality indicator, loan type and based on year of origination as of December 31, 2020 were as follows:

													Revolving
December 31, 2020	2020		2019		2018		2017		2016		Prior		Loans		Total
	(In Thousands)
Commercial, financial and agricultural
Pass	$	1,260,341	$	332,690	$	229,838	$	169,616	$	89,893	$	137,021	$	988,093	$	3,207,492
Special Mention		2,551		1,404		10		253		163		281		14,948		19,610
Substandard		569		10,639		617		5,447		963		2,038		48,525		68,798
Doubtful		0		0		0		0		0		0		0		0
Total Commercial, financial and agricultural	$	1,263,461	$	344,733	$	230,465	$	175,316	$	91,019	$	139,340	$	1,051,566	$	3,295,900
Real estate - construction
Pass	$	230,931	$	222,357	$	53,981	$	16,361	$	7,677	$	13,816	$	48,256	$	593,379
Special Mention		0		0		0		0		0		0		0		0
Substandard		0		0		0		0		0		235		0		235
Doubtful		0		0		0		0		0		0		0		0
Total Real estate - construction	$	230,931	$	222,357	$	53,981	$	16,361	$	7,677	$	14,051	$	48,256	$	593,614
Owner-occupied commercial
Pass	$	351,808	$	271,645	$	221,513	$	198,935	$	158,531	$	417,743	$	61,119	$	1,681,294
Special Mention		0		0		0		6,524		543		1,873		200		9,140
Substandard		0		0		12		780		0		1,962		240		2,994
Doubtful		0		0		0		0		0		0		0		0
Total Owner-occupied commercial	$	351,808	$	271,645	$	221,525	$	206,239	$	159,074	$	421,578	$	61,559	$	1,693,428
1-4 family mortgage
Pass	$	179,314	$	111,016	$	70,381	$	60,774	$	27,985	$	44,111	$	212,616	$	706,197
Special Mention		508		0		0		105		481		0		1,112		2,206
Substandard		350		126		0		235		218		0		2,360		3,289
Doubtful		0		0		0		0		0		0		0		0
Total 1-4 family mortgage	$	180,172	$	111,142	$	70,381	$	61,114	$	28,684	$	44,111	$	216,088	$	711,692
Other mortgage
Pass	$	470,086	$	470,092	$	250,945	$	368,283	$	180,244	$	272,722	$	68,721	$	2,081,093
Special Mention		0		0		0		2,793		541		8,566		0		11,900
Substandard		0		50		4,589		8,552		0		0		0		13,191
Doubtful		0		0		0		0		0		0		0		0
Total Other mortgage	$	470,086	$	470,142	$	255,534	$	379,628	$	180,785	$	281,288	$	68,721	$	2,106,184
Consumer
Pass	$	20,410	$	4,421	$	1,551	$	1,671	$	1,031	$	3,615	$	32,125	$	64,824
Special Mention		0		0		15		0		31		0		0		46
Substandard		0		0		0		0		0		0		0		0
Doubtful		0		0		0		0		0		0		0		0
Total Consumer	$	20,410	$	4,421	$	1,566	$	1,671	$	1,062	$	3,615	$	32,125	$	64,870
Total Loans
Pass	$	2,512,890	$	1,412,221	$	828,209	$	815,640	$	465,361	$	889,028	$	1,410,930	$	8,334,279
Special Mention		3,059		1,404		25		9,675		1,759		10,720		16,260		42,902
Substandard		919		10,815		5,218		15,014		1,181		4,235		51,125		88,507
Doubtful		0		0		0		0		0		0		0		0
Total Loans	$	2,516,868	$	1,424,440	$	833,452	$	840,329	$	468,301	$	903,983	$	1,478,315	$	8,465,688

Loans by performance status as of March 31, 2021 and December 31, 2020 were as follows:

March 31, 2021	Performing		Nonperforming		Total
	(In Thousands)
Commercial, financial and agricultural	$	3,313,167	$	9,926	$	3,323,093
Real estate - construction		666,358		234		666,592
Real estate - mortgage:
Owner-occupied commercial		1,696,686		2,009		1,698,695
1-4 family mortgage		684,917		923		685,840
Other mortgage		2,063,799		4,761		2,068,560
Total real estate - mortgage		4,445,402		7,693		4,453,095
Consumer		62,161		39		62,200
Total	$	8,487,088	$	17,892	$	8,504,980

December 31, 2020	Performing		Nonperforming		Total
	(In Thousands)
Commercial, financial and agricultural	$	3,284,180	$	11,720	$	3,295,900
Real estate - construction		593,380		234		593,614
Real estate - mortgage:
Owner-occupied commercial		1,692,169		1,259		1,693,428
1-4 family mortgage		710,817		875		711,692
Other mortgage		2,101,379		4,805		2,106,184
Total real estate - mortgage		4,504,365		6,939		4,511,304
Consumer		64,809		61		64,870
Total	$	8,446,734	$	18,954	$	8,465,688

Loans by past due status as of March 31, 2021 and December 31, 2020 were as follows:

March 31, 2021	Past Due Status (Accruing Loans)
							Total Past		Total						Nonaccrual
	30-59 Days		60-89 Days		90+ Days		Due		Nonaccrual		Current		Total Loans		With No ACL
	(In Thousands)
Commercial, financial and agricultural	$	119	$	0	$	4	$	123	$	9,922	$	3,313,048	$	3,323,093	$	6,946
Real estate - construction		0		0		0		0		234		666,358		666,592		0
Real estate - mortgage:
Owner-occupied commercial		0		0		0		0		2,009		1,696,686		1,698,695		1,229
1-4 family mortgage		782		178		0		960		923		683,957		685,840		327
Other mortgage		15		0		4,761		4,776		0		2,063,784		2,068,560		0
Total real estate - mortgage		797		178		4,761		5,736		2,932		4,444,427		4,453,095		1,556
Consumer		89		10		39		138		0		62,062		62,200		0
Total	$	1,005	$	188	$	4,804	$	5,997	$	13,088	$	8,485,895	$	8,504,980	$	8,502

December 31, 2020	Past Due Status (Accruing Loans)
							Total Past		Total						Nonaccrual
	30-59 Days		60-89 Days		90+ Days		Due		Nonaccrual		Current		Total Loans		With No ACL
	(In Thousands)
Commercial, financial and agricultural	$	92	$	1,738	$	11	$	1,841	$	11,709	$	3,282,350	$	3,295,900	$	5,101
Real estate - construction		0		0		0		0		234		593,380		593,614		0
Real estate - mortgage:
Owner-occupied commercial		0		995		0		995		1,259		1,691,174		1,693,428		467
1-4 family mortgage		61		1,073		104		1,238		771		709,683		711,692		512
Other mortgage		18		0		4,805		4,823		0		2,101,361		2,106,184		0
Total real estate - mortgage		79		2,068		4,909		7,056		2,030		4,502,218		4,511,304		979
Consumer		64		13		61		138		0		64,732		64,870		0
Total	$	235	$	3,819	$	4,981	$	9,035	$	13,973	$	8,442,680	$	8,465,688	$	6,080

As described in Note 9 - Recently Adopted Accounting Pronouncements, the Company adopted ASU 2016-13 on January 1, 2020, which introduced the CECL methodology for estimating all expected losses over the life of a financial asset. Under the CECL methodology, the allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics. For loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable forecast period losses are reverted to long term historical averages. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses.

The Company uses the discounted cash flow (“DCF”) method to estimate ACL for all loan pools except for commercial revolving lines of credit and credit cards. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment rate as a loss driver. The Company also utilizes and forecasts GDP growth as a second loss driver for its agricultural and consumer loan pools. Consistent forecasts of the loss drivers are used across the loan segments. At March 31, 2021 and December 31, 2020, the Company utilized a reasonable and supportable forecast period of twelve months followed by a six-month straight-line reversion to long term averages. The Company leveraged economic projections from reputable and independent sources to inform its loss driver forecasts. The Company expects national unemployment to remain above pre-pandemic levels over the forecast period with an improved national GDP growth rate as the economy comes back on-line over the next year.

The Company uses a loss-rate method to estimate expected credit losses for its commercial revolving lines of credit and credit card pools. The commercial revolving lines of credit pool incorporates a probability of default (“PD”) and loss given default (“LGD”) modeling approach. This approach involves estimating the pool average life and then using historical correlations of default and loss experience over time to calculate the lifetime PD and LGD. These two inputs are then applied to the outstanding pool balance. The credit card pool incorporates a remaining life modeling approach, which utilizes an attrition-based method to estimate the remaining life of the pool. A quarterly average loss rate is then calculated using the Company’s historical loss data. The model reduces the pool balance quarterly on a straight-line basis over the estimated life of the pool. The quarterly loss rate is multiplied by the outstanding balance at each period-end resulting in an estimated loss for each quarter. The sum of estimated loss for all quarters is the total calculated reserve for the pool. Management has applied the loss-rate method to C&I lines of credit and to credit cards due to their generally short-term nature. An expected loss ratio is applied based on internal and peer historical losses.

Each loan pool is adjusted for qualitative factors not inherently considered in the quantitative analyses. The qualitative adjustments either increase or decrease the quantitative model estimation. The Company considers factors that are relevant within the qualitative framework which include the following: lending policy, changes in nature and volume of loans, staff experience, changes in volume and trends of problem loans, concentration risk, trends in underlying collateral values, external factors, quality of loan review system and other economic conditions.

Inherent risks in the loan portfolio will differ based on type of loan. Specific risk characteristics by loan portfolio segment are listed below:

Commercial and industrialloans include risks associated with borrower’s cash flow, debt service coverage and management’s expertise. These loans are subject to the risk that the Company may have difficulty converting collateral to a liquid asset if necessary, as well as risks associated with degree of specialization, mobility and general collectability in a default situation. These commercial loans may be subject to many different types of risks, including fraud, bankruptcy, economic downturn, deteriorated or non-existent collateral, and changes in interest rates.

Real estate constructionloans include risks associated with the borrower’s credit-worthiness, contractor’s qualifications, borrower and contractor performance, and the overall risk and complexity of the proposed project. Construction lending is also subject to risks associated with sub-market dynamics, including population, employment trends and household income. During times of economic stress, this type of loan has typically had a greater degree of risk than other loan types.

Real estate mortgageloans consist of loans secured by commercial and residential real estate. Commercial real estate lending is dependent upon successful management, marketing and expense supervision necessary to maintain the property. Repayment of these loans may be adversely affected by conditions in the real estate market or the general economy. Also, commercial real estate loans typically involve relatively large loan balances to a single borrower. Residential real estate lending risks are generally less significant than those of other loans. Real estate lending risks include fluctuations in the value of real estate, bankruptcies, economic downturn and customer financial problems.

Consumer loans carry a moderate degree of risk compared to other loans. They are generally more risky than traditional residential real estate loans but less risky than commercial loans. Risk of default is usually determined by the well-being of the local economies. During times of economic stress, there is usually some level of job loss both nationally and locally, which directly affects the ability of the consumer to repay debt.

The following table presents changes in the allowance for credit losses, and allowance for loan losses, segregated by loan type, for the three months ended March 31, 2021 and March 31, 2020.

	Commercial,
	financial and			Real estate -		Real estate -
	agricultural			construction		mortgage			Consumer			Total
	(In Thousands)
	Three Months Ended March 31, 2021
Allowance for credit losses:
Balance at December 31, 2020	$	36,370		$	16,057	$	33,722		$	1,793		$	87,942
Charge-offs		(477	)		0		(12	)		(87	)		(576	)
Recoveries		26			50		1			12			89
Provision		2,313			3,284		1,896			(42	)		7,451
Balance at March 31, 2021	$	38,232		$	19,391	$	35,607		$	1,676		$	94,906

	Three Months Ended March 31, 2020
Allowance for loan losses:
Balance at December 31, 2019	$	43,666		$	2,768		$	29,653		$	497		$	76,584
Charge-offs		(2,640	)		(454	)		(1,678	)		(58	)		(4,830	)
Recoveries		62			1			1			12			76
Provision		7,692			1,442			4,384			66			13,584
Balance at March 31, 2020	$	48,780		$	3,757		$	32,360		$	517		$	85,414

The following table details the allowance for loan losses and recorded investment in loans by impairment evaluation method as of March 31, 2020, as determined in accordance with ASC 310 prior to the adoption of ASU 2016-13:

	Commercial,
	financial and		Real estate -		Real estate -
	agricultural		construction		mortgage		Consumer		Total
	(In Thousands)

Allowance for loan losses:
Individually Evaluated for Impairment	$	8,840	$	351	$	931	$	0	$	10,122
Collectively Evaluated for Impairment		39,940		3,406		31,429		517		75,292

Loans:
Ending Balance	$	2,771,307	$	548,578	$	4,188,539	$	60,412	$	7,568,836
Individually Evaluated for Impairment		44,868		1,834		13,815		9		60,526
Collectively Evaluated for Impairment		2,726,439		546,744		4,174,724		60,403		7,508,310

We maintain an allowance for credit losses on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses for loans, modified to take into account the probability of a drawdown on the commitment. The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within other liabilities, while the corresponding provision for these credit losses is recorded as a component of other expense. The allowance for credit losses on unfunded commitments was $2.8 million at March 31, 2021 and $2.2 million at December 31, 2020. The provision expense for unfunded commitments for the three months ended March 31, 2021 and March 31, 2020 was $600,000 and $0, respectively. Prior to January 1, 2020, except quarterly periods in 2020 which were not restated, the allowance for losses on unfunded loan commitments was calculated using an incurred losses methodology.

Loans that no longer share similar risk characteristics with collectively evaluated pools are estimated on an individual basis. A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following table summarizes collateral-dependent gross loans held for investment by collateral type as follows:

			Accounts								ACL
March 31, 2021	Real Estate		Receivable		Equipment		Other		Total		Allocation
	(In Thousands)
Commercial, financial and agricultural	$	13,987	$	24,957	$	17,742	$	5,603	$	62,289	$	8,675
Real estate - construction		235		0		0		0		235		1
Real estate - mortgage:
Owner-occupied commercial		2,007		729		0		0		2,736		497
1-4 family mortgage		1,738		0		0		25		1,763		0
Other mortgage		13,079		0		0		0		13,079		0
Total real estate - mortgage		16,824		729		0		25		17,578		497
Consumer		0		0		0		0		0		0
Total	$	31,046	$	25,686	$	17,742	$	5,628	$	80,102	$	9,173

			Accounts								ACL
December 31, 2020	Real Estate		Receivable		Equipment		Other		Total		Allocation
	(In Thousands)
Commercial, financial and agricultural	$	19,373	$	27,952	$	16,877	$	4,594	$	68,796	$	7,142
Real estate - construction		235		0		0		0		235		1
Real estate - mortgage:
Owner-occupied commercial		2,012		971		0		12		2,995		499
1-4 family mortgage		3,264		0		0		24		3,288		48
Other mortgage		13,191		0		0		0		13,191		0
Total real estate - mortgage		18,467		971		0		36		19,474		547
Consumer		0		0		0		0		0		0
Total	$	38,075	$	28,923	$	16,877	$	4,630	$	88,505	$	7,690

On March 22, 2020, the Interagency Statement was issued by banking regulators that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act terminates. The Interagency Statement was subsequently revised in April 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations. On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act 2021, which extended the period established by Section 4013 of the CARES Act to the earlier of January 1, 2022 or the date that is 60 days after the date on which the national COVID-19 emergency terminates. In accordance with such guidance, the Bank is offering short-term modifications made in response to COVID-19 to borrowers who are current and otherwise not past due. These include short-term (180 days or less) modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. As of March 31, 2021, there were 29 loans outstanding totaling $6.2 million that have payment deferrals in connection with the COVID-19 relief provided by the CARES Act. All of these remaining deferrals were principal and interest deferrals. The CARES Act precluded all of the ServisFirst COVID-19 loan modifications from being classified as a TDR as of March 31, 2021.

Troubled Debt Restructurings (“TDR”) at March 31, 2021, December 31, 2020 and March 31, 2020 totaled $3.5 million, $1.5 million and $2.4 million, respectively. The portion of those TDRs accruing interest at March 31, 2021, December 31, 2020 and March 31, 2020 totaled $794,000, $818,000 and $975,000, respectively. The following tables present loans modified in a TDR during the periods ended March 31, 2021 and March 31, 2020 by portfolio segment and the financial impact of those modifications. The tables include modifications made to new TDRs, as well as renewals of existing TDRs.

	Three Months Ended March 31, 2021
			Pre-		Post-
			Modification		Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
	Contracts		Investment		Investment
	(In Thousands)
Troubled Debt Restructurings
Commercial, financial and agricultural		2	$	1,155	$	1,155
Real estate - construction		0		0		0
Real estate - mortgage:
Owner-occupied commercial		1		991		991
1-4 family mortgage		0		0		0
Other mortgage		0		0		0
Total real estate mortgage		1		991		991
Consumer		0		0		0
		3	$	2,146	$	2,146

	Three Months Ended March 31, 2020
			Pre-		Post-
			Modification		Modification
			Outstanding		Outstanding
	Number of		Recorded		Recorded
	Contracts		Investment		Investment
	(In Thousands)
Troubled Debt Restructurings
Commercial, financial and agricultural		1	$	350	$	350
Real estate - construction		0		0		0
Real estate - mortgage:
Owner-occupied commercial		0		0		0
1-4 family mortgage		0		0		0
Other mortgage		0		0		0
Total real estate mortgage		0		0		0
Consumer		0		0		0
		1	$	350	$	350

There were 0 loans which were modified in the previous twelve months (i.e., the twelve months prior to default) that defaulted during the three months ended March 31, 2021 and March 31, 2020. For purposes of this disclosure, default is defined as 90 days past due and still accruing or placement on nonaccrual status.

NOTE 6– LEASES

The Company leases space under non-cancelable operating leases for several of its banking offices and certain office equipment. The leases have remaining terms up to 10 years. At March 31, 2021, the Company had lease right-of-use assets and lease liabilities totaling $18.5 million and $18.8 million, respectively, compared to $10.5 million and $10.6 million, respectively at December 31, 2020 which are reflected in other assets and other liabilities, respectively, in the Company’s Consolidated Balance Sheet.

Maturities of operating lease liabilities as of March 31, 2021 are as follows:

	March 31, 2021
	(In Thousands)
2021 (remaining)	$	3,055
2022		3,423
2023		3,061
2024		2,189
2025		2,157
thereafter		6,974
Total lease payments		20,859
Less: imputed interest		(2,078	)
Present value of operating lease liabilities	$	18,782

As of March 31, 2021, the weighted average remaining term of operating leases was 7.06 years and the weighted average discount rate used in the measurement of operating lease liabilities was 3.21%.

Operating cash flows related to leases were $747,000 and $852,000 for the three months ended March 31, 2021 and 2020, respectively.

Lease costs during the three months ended March 31, 2021 and 2020 were as follows (in thousands):

	Three Months Ended March 31,
	2021			2020
Operating lease cost	$	899		$	873
Short-term lease cost		0			16
Variable lease cost		81			44
Sublease income		(19	)		(16	)
Net lease cost	$	961		$	917

NOTE 7 - EMPLOYEE AND DIRECTOR BENEFITS

Stock Options

At March 31, 2021, the Company had stock incentive plans as described below. The compensation cost that has been charged to earnings for the plans was approximately $291,000 and $276,000 for the three months ended March 31, 2021 and 2020, respectively.

The Company’s 2009 Amended and Restated Stock Incentive Plan authorizes the grant of up to 5,550,000 shares and allows for the issuance of Stock Appreciation Rights, Restricted Stock, Stock Options, Non-stock Share Equivalents, Performance Shares or Performance Units. Both plans allow for the grant of incentive stock options and non-qualified stock options, and option awards are granted with an exercise price equal to the fair market value of the Company’s common stock at the date of grant. The maximum term of the options granted under the plans is ten years.

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

	2021
Expected volatility		40.00	%
Expected dividends		1.78	%
Expected term (in years)		7.5
Risk-free rate		2.43	%

The weighted average grant-date fair value of options granted during the three months ended March 31, 2021 was $12.73. There were 0 grants of stock options during the three months ended March 31, 2020.

The following table summarizes stock option activity during the three months ended March 31, 2021 and 2020:

						Weighted
				Weighted		Average
				Average		Remaining
				Exercise		Contractual		Aggregate
	Shares			Price		Term (years)		Intrinsic Value
								(In Thousands)
Three Months Ended March 31, 2021:
Outstanding January 1, 2021		640,950		$	18.14		4.6	$	16,981
Granted		500			32.60		8.2		14
Exercised		(187,500	)		9.92		3.3		9,639
Forfeited		(6,000	)		5.82		0.8		79
Outstanding March 31, 2021		447,950			19.64		4.6	$	14,859

Exercisable March 31, 2021		329,700		$	13.57		3.7	$	15,962

Three Months Ended March 31, 2020:
Outstanding January 1, 2020		965,248		$	15.19		4.9	$	21,911
Granted		0			0		-		0
Exercised		(216,000	)		10.47		3.3		4,072
Forfeited		(18,000	)		30.79		6.9		26
Outstanding March 31, 2020		731,248			17.68		5.4	$	12,969

Exercisable March 31, 2020		210,500		$	16.54		5.0	$	7,146

As of March 31, 2021, there was $604,000 of total unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized on the straight-line method over the next 2.0 years.

Restricted Stock and Performance Shares

The Company periodically grants restricted stock awards that vest upon time-based service conditions. Dividend payments are made during the vesting period. The value of restricted stock is determined to be the current value of the Company’s stock, and this total value will be recognized as compensation expense over the vesting period. As of March 31, 2021, there was $3.2 million of total unrecognized compensation cost related to non-vested time-based restricted stock. The cost is expected to be recognized evenly over the remaining 2.7 years of the restricted stock’s vesting period.

The Company periodically grants performance shares that give plan participants the opportunity to earn between 0% and 150% of the number of performance shares granted based on achieving certain performance metrics. The number of performance shares earned is determined by reference to the Company’s total shareholder return relative to a peer group of other publicly traded banks and bank holding companies during the performance period. The performance period is generally three years starting on the grant date. The fair value of the performance shares is determined using a Monte Carlo simulation model on the grant date.

	Restricted Stock					Performance Shares
	Shares			Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Three Months Ended March 31, 2021:
Non-vested at January 1, 2021		84,307		$	34.92		0	$	0
Granted		48,217			42.07		12,437		37.05
Vested		(5,158	)		22.72		0		0
Forfeited		(5,575	)		38.96		0		0
Non-vested at March 31, 2021		121,791			38.08		12,437		37.05

Three Months Ended March 31, 2020:
Non-vested at January 1, 2020		71,290		$	31.53		0	$	0
Granted		15,300			39.45		0		0
Vested		(8,376	)		18.64		0		0
Forfeited		0			0		0		0
Non-vested at March 31, 2020		78,214			34.46		0		0

NOTE 8 - DERIVATIVES

The Company periodically enters into derivative contracts to manage exposures to movements in interest rates. The Company purchased an interest rate cap in May of 2020 to limit exposures to increases in interest rates. The interest rate cap is not designated as a hedging instrument but rather as a stand-alone derivative. The interest rate cap has an original term of 3 years, a notional amount of $300 million and is tied to the one-month LIBOR rate with a strike rate of 0.50%. The fair value of the interest rate cap is carried on the balance sheet in other assets and the change in fair value is recognized in noninterest income each quarter. At March 31, 2021 the interest rate cap had a fair value of $414,000 and remaining term of 2.1 years. If LIBOR is deemed unrepresentative at any time, the reference rate for the cap would be governed by the fallback protocol where LIBOR will be adjusted to the Secured Overnight Financing Rate (“SOFR”) plus the five-year median spread.

The Company has entered into agreements with secondary market investors to deliver loans on a “best efforts delivery” basis. When a rate is committed to a borrower, it is based on the best price that day and locked with the investor for the customer for a 30-day period. In the event the loan is not delivered to the investor, the Company has no risk or exposure with the investor. The interest rate lock commitments related to loans that are originated for later sale are classified as derivatives. The fair values of the Company’s agreements with investors and rate lock commitments to customers as of March 31, 2021 and December 31, 2020 were not material.

NOTE 9– RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS

In June 2016, the FASB issued ASU 2016-13,Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is essentially the final rule on use of the so-called CECL model, or current expected credit losses. Among other things, ASC 326 requires the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), enacted on March 27, 2020, gave financial institutions the option to delay adoption of CECL. The Company elected to delay its adoption of the update until the earlier of the date the national emergency concerning COVID-19 terminates or December 31, 2020, with an effective retrospective adoption date of January 1, 2020. Amounts reported for periods beginning on or after January 1, 2020 are presented under ASC 326, except quarterly periods in 2020, which were not restated under CECL and all prior period information is presented in accordance with previously applicable GAAP. Based on prevailing economic conditions and forecasts as of January 1, 2020, the Company recognized a cumulative net increase to retained earnings of $1.1 million, net of tax, attributable to a decrease in the allowance for credit losses of $2.0 million, an increase in the allowance for off balance sheet credit exposures of $0.5 million, and a decrease in deferred tax assets of $0.4 million. This was the result of implementing a more quantitative methodology. The commercial, financial, and agricultural loan category decreased $8.2 million due to the portfolio primarily consisting of loans with generally short contractual maturities. This was partially offset by an increase of $6.2 million in the real estate – construction loan category due to the application of peer loss rates within the discounted cash flow pool reserve methodology. Peer historical loss rates were utilized to better align with loss expectations given the Company’s low historical loss experience in this category.

In March 2020, the FASB issued ASU 2020-04,Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The update provides temporary optional guidance to ease the potential burden in accounting for reference rate reform. The guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The guidance is intended to help stakeholders during the global market-wide reference rate transition period. Therefore, it will be effective for a limited time, starting March 12, 2020 through December 31, 2022. The Company has identified a replacement reference rate established by the American Financial Exchange. This rate is based on an active market of daily fund trading among participant banks. The Company will apply the guidance provided by this ASU in transitioning to the new reference rate.

NOTE 10– RECENT ACCOUNTING PRONOUNCEMENTS

In August 2020, FASB issued ASU 2020-06,Debt-Debt with Conversion and Other Options (Topic470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic815): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is intended to simplify accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The update removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The update also simplifies the diluted earnings per share calculation in certain areas. The update is effective for the Company for its fiscal year beginning after December 15, 2021, including interim periods within those years. Early adoption will be permitted. The Company does not currently have any convertible debt instruments outstanding so does not believe that the update will have an impact on its financial statements.

NOTE 11 - FAIR VALUE MEASUREMENT

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

Level 1:

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

Level 2:

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

Level 3:

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

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

Debt Securities. Where quoted prices are available in an active market, securities are classified within Level 1 of the hierarchy. Level 1 securities include highly liquid government securities such as U.S. Treasuries and exchange-traded equity securities. For securities traded in secondary markets for which quoted market prices are not available, the Company generally relies on pricing services provided by independent vendors. Such independent pricing services are to advise the Company on the carrying value of the securities available for sale portfolio. As part of the Company’s procedures, the price provided from the service is evaluated for reasonableness given market changes. When a questionable price exists, the Company investigates further to determine if the price is valid. If needed, other market participants may be utilized to determine the correct fair value. The Company has also reviewed and confirmed its determinations in discussions with the pricing source regarding their methods of price discovery. Securities measured with these techniques are classified within Level 2 of the hierarchy and often involve using quoted market prices for similar securities, pricing models or discounted cash flow calculations using inputs observable in the market where available. Examples include U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. The Company periodically buys corporate debt securities in private placement transactions. Level 2 inputs are not available for these securities. The Company uses average observable prices of similar corporate securities owned by the Company to value such securities and are classified in Level 3 of the hierarchy. The weighted average value as of March 31, 2021 was 3% observed for the Company’s other similar corporate securities.

Derivative instruments. The fair values of derivatives are determined based on a valuation pricing model using readily available observable market parameters such as interest rate curves, adjusted for counterparty credit risk. These measurements are classified as level 2 within the valuation hierarchy.

Loans Individually Evaluated. Loans individually evaluated are measured and reported at fair value when full payment under the loan terms is not probable. Loans individually evaluated are carried at the present value of expected future cash flows using the loan’s existing rate in a discounted cash flow calculation, or the fair value of the collateral if the loan is collateral-dependent. Expected cash flows are based on internal inputs reflecting expected default rates on contractual cash flows. This method of estimating fair value does not incorporate the exit-price concept of fair value described in ASC 820-10 and would generally result in a higher value than the exit-price approach. For loans measured using the estimated fair value of collateral less costs to sell, fair value is generally determined based on appraisals performed by certified and licensed appraisers using inputs such as absorption rates, capitalization rates and market comparables, adjusted for estimated costs to sell. Management modifies the appraised values, if needed, to take into account recent developments in the market or other factors, such as changes in absorption rates or market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition. Such modifications to the appraised values could result in lower valuations of such collateral. Estimated costs to sell are based on current amounts of disposal costs for similar assets. These measurements are classified as Level 3 within the valuation hierarchy. Loans individually evaluated are subject to nonrecurring fair value adjustment upon initial recognition or subsequent individually evaluation. A portion of the allowance for credit losses is allocated to loans individually evaluated if the value of such loans is deemed to be less than the unpaid balance. The range of fair value adjustments and weighted average adjustment as of March 31, 2021 was 0% to 64% and 25.6%, respectively. The range of fair value adjustments and weighted average adjustment as of December 31, 2020 was 0% to 56% and 22.3% respectively. Loans individually evaluated are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly based on the same factors identified above. The amount recognized to write-down individually evaluated loans that are measured at fair value on a nonrecurring basis was $2.0 million during the three months ended March 31, 2021, and $5.0 million during the three months ended March 31, 2020.

Other Real Estate Owned. Other real estate assets (“OREO”) acquired through, or in lieu of, foreclosure are held for sale and are initially recorded at the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for credit losses subsequent to foreclosure. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. Appraisals are performed by certified and licensed appraisers. Subsequent to foreclosure, valuations are updated periodically and assets are marked to current fair value, not to exceed the new cost basis. In the determination of fair value subsequent to foreclosure, management also considers other factors or recent developments, such as changes in absorption rates and market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition, which could result in adjustment to lower the property value estimates indicated in the appraisals. The range of fair value adjustments and weighted average adjustment as of March 31, 2021 was 5% to 25% and 15.9%, respectively. The range of fair value adjustments and weighted average adjustment as of December 31, 2020 was 5% to 27% and 12.5%, respectively. These measurements are classified as Level 3 within the valuation hierarchy. A loss on the sale and write-downs of OREO of $432,000 and $563,000 was recognized during the three months ended March 31, 2021 and 2020, respectively. These charges were for write-downs in the value of OREO subsequent to foreclosure and losses on the disposal of OREO. OREO is classified within Level 3 of the hierarchy.

There was one residential real estate loan with a balance of $150,000 foreclosed and classified as OREO as of March 31, 2021, compared to one residential real estate loan foreclosure for $209,000 as of December 31, 2020.

One residential real estate loan for $928,000 was in the process of being foreclosed as of March 31, 2021. There were 0 residential real estate loans in process of foreclosure as of December 31, 2020.

The following table presents the Company’s financial assets carried at fair value on a recurring basis as of March 31, 2021 and December 31, 2020. There were 0 liabilities measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020.

	Fair Value Measurements at March 31, 2021 Using
	Quoted Prices in
	Active Markets		Significant Other		Significant
	for Identical		Observable Inputs		Unobservable
	Assets (Level 1)		(Level 2)		Inputs (Level 3)		Total
Assets Measured on a Recurring Basis:	(In Thousands)
Available for sale debt securities:
U.S. Treasury securities	$	0	$	14,296	$	0	$	14,296
Government agency securities		0		12,190		0		12,190
Mortgage-backed securities		0		569,542		0		569,542
State and municipal securities		0		33,522		0		33,522
Corporate debt		0		322,028		10,301		332,329
Total available-for-sale debt securities		0		951,578		10,301		961,879
Interest rate cap derivative		0		414		0		414
Total assets at fair value	$	0	$	951,992	$	10,301	$	962,293

	Fair Value Measurements at December 31, 2020 Using
	Quoted Prices in
	Active Markets		Significant Other		Significant
	for Identical		Observable Inputs		Unobservable
	Assets (Level 1)		(Level 2)		Inputs (Level 3)		Total
Assets Measured on a Recurring Basis:	(In Thousands)
Available for sale debt securities:
U.S. Treasury securities	$	0	$	14,357	$	0	$	14,357
Government agency securities		0		15,458		0		15,458
Mortgage-backed securities		0		495,109		0		495,109
State and municipal securities		0		38,115		0		38,115
Corporate debt		0		323,649		0		323,649
Total available-for-sale debt securities		0		886,688		0		886,688
Interest rate cap derivative		0		139		0		139
Total assets at fair value	$	0	$	886,827	$	0	$	886,827

During the three months ended March 31, 2021, two securities with a fair value of $6.2 million were transferred to level 3 in the hierarchy and one security with a fair value of $4.1 million was purchased.

The following table presents the Company’s financial assets carried at fair value on a nonrecurring basis as of March 31, 2021 and December 31, 2020. There were no liabilities measured at fair value on a non-recurring basis as of March 31, 2021 and December 31, 2020.

	Fair Value Measurements at March 31, 2021 Using
	Quoted Prices in
	Active Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Assets Measured on a Nonrecurring Basis:	(In Thousands)
Loans individually evaluated	$	0	$	0	$	70,929	$	70,929
Other real estate owned and repossessed assets		0		0		2,067		2,067
Total assets at fair value	$	0	$	0	$	72,996	$	72,996

	Fair Value Measurements at December 31, 2020 Using
	Quoted Prices in
	Active Markets		Significant Other		Significant
	for Identical		Observable		Unobservable
	Assets (Level 1)		Inputs (Level 2)		Inputs (Level 3)		Total
Assets Measured on a Nonrecurring Basis:	(In Thousands)
Loans individually evaluated	$	0	$	0	$	80,817	$	80,817
Other real estate owned		0		0		6,497		6,497
Total assets at fair value	$	0	$	0	$	87,314	$	87,314

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

The estimated fair values of the Company’s financial instruments not measured at fair value on a recurring or non-recurring basis as of March 31, 2021 and December 31, 2020 were as follows:

	March 31, 2021				December 31, 2020
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
	(In Thousands)
Financial Assets:
Level 1 inputs:
Cash and cash equivalents	$	2,808,153	$	2,808,153	$	2,209,640	$	2,209,640

Level 2 inputs:
Federal funds sold		1,577		1,577		1,771		1,771
Mortgage loans held for sale		15,834		15,551		14,425		14,497

Level 3 Inputs:
Held to maturity debt securities		250		250		250		250
Loans, net		8,410,074		8,428,969		8,377,746		8,387,718

Financial Liabilities:
Level 2 inputs:
Deposits	$	10,577,610	$	10,587,038	$	9,975,724	$	9,987,665
Federal funds purchased		911,558		911,558		851,545		851,545
Other borrowings		64,691		65,548		64,748		65,560

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

As of ~~June 30, 2020,~~March 31, 2021, we had consolidated total assets of ~~$11.01~~$12.65 billion, up ~~$2.27 billion,~~$714.7 million, or ~~26%~~6.0%, ~~when compared to consolidated~~from total assets of ~~$8.74~~$11.93 billion at December 31, ~~2019.~~2020. Total loans were ~~$8.31~~$8.50 billion at ~~June 30, 2020,~~March 31, 2021, up ~~$1.35 billion,~~$39.3 million, or ~~19%~~0.5%, from ~~$6.97~~$8.47 billion at December 31, ~~2019.~~2020. Total deposits were ~~$9.34~~$10.58 billion at ~~June 30, 2020,~~March 31, 2021, up ~~$1.94 billion,~~$601.9 million, or ~~26%~~6.0%, from ~~$7.40~~$9.98 billion at December 31, ~~2019.~~2020.

Net income available to common stockholders for the three months ended ~~June 30, 2020~~March 31, 2021 was ~~$40.4~~$51.5 million, ~~an increase of $4.8~~up $16.7 million, or ~~13.5%~~48.0%, from ~~$35.6~~$34.8 million for the ~~corresponding period in 2019.~~three months ended March 31, 2020. Basic and diluted earnings per common share were ~~$0.75 and $0.75, respectively,~~$0.95 for the three months ended ~~June 30, 2020,~~March 31, 2021, compared to ~~basic~~$0.65 and ~~diluted earnings per common share of $0.67 and $0.66 for the corresponding period in 2019.~~

Net income available to common stockholders for the six months ended June 30, 2020 was $75.2 million, an increase of $4.6 million, or 6.5%, from $70.6 million for the corresponding period in 2019. Basic and diluted earnings per common share were $1.40 and $1.39, respectively, for the six months ended June 30, 2020, compared to $1.32 and $1.31,$0.64, respectively, for the corresponding period in ~~2019.~~

2020. An increase in net interest income of $14.7 million for the comparative periods contributed to the increase in net income. Partially offsetting the increase in net interest income were increases in salary expenses, other operating expenses, and provision for income taxes. Changes in income and expenses are more fully explained in “Results of Operations” below.

Critical Accounting Policies

The accounting and financial policies of the Company conform to U.S. ~~generally accepted accounting principles~~GAAP and to general practices within the banking industry. To prepare consolidated financial statements in conformity with U.S. ~~GAAP,~~generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for ~~loan~~credit losses, valuation of foreclosed real estate, deferred taxes, and fair value of financial instruments are particularly subject to change. Information concerning our accounting policies with respect to these items is available in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~

2020.

Financial Condition

Cash and Cash Equivalents

At ~~June 30, 2020,~~March 31, 2021, we had ~~$2.3~~$1.6 million in federal funds sold, compared to ~~$100.5~~$1.8 million at December 31, ~~2019.~~2020. We also maintain balances at the Federal Reserve Bank of Atlanta, which earn interest. At ~~June 30, 2020,~~March 31, 2021, we had ~~$1.30 billion~~$67.4 million in balances at the Federal Reserve, compared to $61.9 million at December 31, ~~2019. The~~2020. Our increase in ~~balances kept at~~federal funds sold were the ~~Federal Reserve~~result of an increase in ~~2020 result from federal stimulus~~ funds sold on ~~deposit with us by our customers stemming from~~ the ~~COVID-19 pandemic. We expect these funds to be temporary in nature.~~

~~Debt~~American Financial Exchange during the first quarter of 2021.

Investment Securities

Debt securities available for sale totaled ~~$856.1~~$961.9 million at ~~June 30, 2020~~March 31, 2021 and ~~$759.4~~$886.7 million at December 31, ~~2019.~~2020. Investment securities held to maturity totaled $250,000 at ~~June 30, 2020.~~March 31, 2021 and December 31, 2020, respectively. We had ~~paydowns~~pay downs of ~~$51.4~~$53.7 million on mortgage-backed securities and ~~government agencies,~~calls and maturities of ~~$21.2~~$1.8 million and $2.5 million on municipal ~~bonds, corporate~~ securities and ~~treasury securities, and calls~~certificates of ~~$5.9 million on U.S. government agencies and municipal securities~~deposit, respectively during the ~~six~~first three months ~~ended June 30, 2020.~~of 2021. We ~~purchased $82.6~~had two bonds with an aggregate book balance of $7.5 million into be called during the first three months of 2021. We bought $136.7 million of mortgage-backed securities and ~~$86.0~~$13.0 million inof corporate ~~securities~~bonds during the first ~~six~~three months of 2020. For a tabular presentation of debt securities available for sale and held to maturity at June 30, 2020 and December 31, 2019, see “Note 4 – Securities” in our Notes to Consolidated Financial Statements.

2021.

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

Each quarter, management assesses whether there have been events or economic circumstances indicating that a security on which there is an unrealized loss is other-than-temporarily impaired. Management considers several factors, including the amount and duration of the impairment; the intent and ability of the Company to hold the security for a period sufficient for a recovery in value; and known recent events specific to the issuer or its industry. In analyzing an issuer’s financial condition, management considers whether the securities are issued by agencies of the federal government, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports, among other things. As we currently do not have the intent to sell these securities and it is not more likely than not that we will be required to sell these securities before recovery of their amortized cost basis, which may be at maturity, and impairment positions at June 30, 2020 are interest-rate driven, no declines are deemed to be other than temporary. We will continue to evaluate our investment securities for possible other-than-temporary impairment, which could result in non-cash charges to earnings in one or more future periods. All securities held are traded in liquid markets.

The Company does not invest in collateralized debt obligations (“CDOs”). ~~At June 30, 2020, we had $237.4~~We have $320.9 million of bank holding company subordinated notes. ~~All of these notes~~If rated, all such bonds were rated BBB or better by Kroll Bond Rating Agency at the time of our investment in them. All other corporate bonds had a Standard and Poor’s or Moody’s rating of A-1 or better when purchased. The total investment portfolio ~~at June 30, 2020~~as of March 31, 2021 has a combined average credit rating of AA.

The carrying value of investment securities pledged to secure public funds on deposit and for other purposes as required by law was ~~$431.0~~$468.7 million and ~~$389.9~~$477.6 million as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

Loans

Section 1102 of ~~June 30, 2020, there are 244~~the CARES Act created the Paycheck Protection Program (“PPP”), a program administered by the SBA to provide loans ~~outstanding totaling $342.0 million that have payment deferrals in connection with~~to small businesses for payroll and other basic expenses during the COVID-19 pandemic. The Company has participated in the PPP as a lender. These loans are eligible to be forgiven if certain conditions are satisfied and are fully guaranteed by the SBA. Additionally, loan payments will also be deferred for the first six months of the loan term. The PPP commenced on April 3, 2020 and was available to qualified borrowers through August 8, 2020. No collateral or personal guarantees are required. Neither the government nor lenders are permitted to charge the recipients any fees.

On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act (“CAA”). The CAA, among other things, extends the life of the PPP, effectively creating a second round of PPP loans for eligible businesses. The Company is participating in the CAA’s second round of PPP lending. Additionally, section 541 of the CAA extends the relief provided by the CARES Act. Of these 244 payment deferrals, 164 were principal only deferrals totaling $102.4 million, 45 were interest only deferrals totaling $151.1 million and 35 were principal and interest deferrals totaling $88.5 million. The amount of accrued interest relatedAct for financial institutions to ~~payment deferrals totaled $6.1 million at June 30, 2020. These deferrals were generally no more than three months in duration and were not considered~~suspend the GAAP accounting treatment for troubled debt ~~restructurings based~~restructuring to January 1, 2022. As of March 31, 2021, the Company had originated over 7,100 loans with balances in excess of $1.47 billion to new and existing customers through the PPP. To the extent the PPP loans are forgiven, this represents outside funds to our borrowers; and, especially with respect to vulnerable industries, we believe these capital injections are going to be instrumental in assisting our borrowers in navigating through the pandemic. This capital injection, along with the level of capital each borrower had just prior to COVID-19 impacting them, are critical factors in determining the staying power of our borrowers. Upon receipt of interim financial results from our borrowers, we will use that information to update our understanding of the underlying strengths or weaknesses in each individual relationship and take actions, as appropriate. As of March 31, 2021, we have received payment from the SBA on ~~interagency guidance issued in March 2020.~~

just over 2,350 of our loans totaling $505.1 million.

We had total loans of ~~$8.32~~$8.50 billion at ~~June 30, 2020, an increase of $1.05 billion,~~March 31, 2021, up $39.3 million, or ~~14.5%~~0.5%, compared to ~~$7.26~~$8.47 billion at December 31, ~~2019. During~~2020. At March 31, 2021, the ~~second quarter of 2020 we originated approximately 4,800 PPP loans totaling $1.05 billion. Over 4,000 of these loans have a balance of less than $350,000. The~~ percentage of our total loans in each of our ~~regions were~~markets was as follows:

	Percentage of Total Loans in MSA
Birmingham, AL		~~39.3~~36.2	%
Huntsville, AL		~~8.6~~	%
~~Dothan, AL~~		8.7	%
Dothan, AL		9.3	%
Montgomery, AL		5.7	%
Mobile, AL		6.5	%
Total Alabama MSAs		66.4	%
Pensacola, FL		6.5	%
West Florida (1)		6.2	%
Total ~~Alabama~~Florida MSAs		~~68.5~~12.7	%
~~Pensacola, FL~~ Nashville, TN		~~6.3~~9.6	%
~~West Florida (1)~~ Atlanta, GA		~~4.8~~6.9	%
~~Total Florida MSAs~~		~~11.1~~	%
~~Nashville, TN~~		~~9.5~~	%
~~Atlanta, GA~~		~~6.5~~	%
Charleston, SC		4.4	%

Asset Quality

The Company ~~determined to delay~~assesses the adequacy of its adoption of ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326)” until the earlier of the date on which the national emergency concerning COVID-19 terminates or December 31, 2020, as outlined in the CARES Act, with an effective retrospective implementation date of January 1, 2020. Accordingly, the Company will continue to use the incurred loss methodology to calculate the allowance for ~~loan losses until the earlier of either event.~~

~~The allowance for loan losses, sometimes referred to as the “ALLL,” is established and maintained at levels management deems adequate to absorb anticipated~~ credit losses ~~from identified~~at the end of each calendar quarter. The level of allowance is based on the Company’s evaluation of historical default and ~~otherwise~~loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrowers’ ability to repay a loan, ~~portfolio as~~the estimated value of ~~the balance sheet date. In assessing the adequacy of the ALLL, management considers its evaluation~~any underlying collateral, composition of the loan portfolio ~~past due loan experience, collateral values, current economic conditions~~ and other ~~factors considered necessary~~relevant factors. The allowance is increased by a provision for credit losses, which is charged to ~~maintain the ALLL at an~~expense, and reduced by charge-offs, net of recoveries. The allowance for credit losses is believed adequate ~~level. If the ALLL is considered inadequate~~ to absorb all expected future ~~loan~~ losses ~~on existing loans for any reason, including but not limited~~ to ~~increases in~~be recognized over the ~~size~~contractual life of the loan portfolio, increases in charge-offs or changes in the risk characteristics of the loan portfolio, then the provision for loan losses is increased. Our management believes that the allowance was adequate at June 30, 2020.

Our management reviews the adequacy of the ALLL on a quarterly basis. The ALLL calculation is segregated into various segments that include classified loans, loans with specific allocations and pass rated loans. A pass rated loan is generally characterized by a very low to average risk of default and in which management perceives there is a minimal risk of loss. Loans are rated using a nine-point risk grade scale with loan officers having the primary responsibility for assigning risk grades and for the timely reporting of changes in the risk grades. Based on these processes, and the assigned risk grades, the criticized and classified loans in the ~~portfolio~~portfolio.

Loans with similar risk characteristics are ~~segregated into~~evaluated in pools and, depending on the ~~following regulatory classifications: Special Mention, Substandard, Doubtful~~nature of each identified pool, the Company utilizes a discounted cash flow (“DCF”), probability of default / loss given default (“PD/LGD”) or ~~Loss, with some general allocation~~remaining life method. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment rate as a loss driver. The Company also utilizes and forecasts GDP growth as a second loss driver for its agricultural and consumer loan pools. Consistent forecasts of ~~reserve based on these grades.~~the loss drivers are used across the loan segments. At ~~June 30, 2020, total loans rated Special Mention, Substandard,~~March 31, 2021 and ~~Doubtful were $141.3 million, or 1.7% of total loans, compared to $123.7 million, or 1.7% of total loans, at~~ December 31, ~~2019. Reserve percentages assigned~~2020, the Company utilized a reasonable and supportable forecast period of twelve months followed by a six-month straight-line reversion to ~~non-impaired loans are based on historical charge-off experience adjusted for other risk factors. To evaluate~~long term averages. The Company leveraged economic projections from reputable and independent sources to inform its loss driver forecasts. The Company expects national unemployment to remain above pre-pandemic levels over the ~~overall adequacy of~~forecast period with an improved national GDP growth rate as the ~~ALLL to absorb losses inherent in our loan portfolio, our management considers~~economy comes back on-line over the next year.

The historical loss experience ~~based on volume~~estimate by pool is then adjusted by forecast factors that are quantitatively related to the Company’s historical credit loss experience, such as national unemployment rates and ~~types~~gross domestic product. Losses are predicted over a period of ~~loans, trends in classifications, volume~~time determined to be reasonable and ~~trends in delinquencies~~supportable, and ~~nonaccruals, economic conditions, including~~at the ~~economic distress caused~~end of the reasonable and supportable period losses are reverted to long term historical averages. The reasonable and supportable period and reversion period are re-evaluated each quarter by the ~~COVID-19 pandemic~~Company and are dependent on the current economic environment among other ~~pertinent information. Based on future evaluations, additional provisions for loan losses may be necessary~~factors. See Note 5 – Loans in the notes to ~~maintain the allowance for loan losses at an appropriate level.~~

consolidated financial statements included in Item 1. Consolidated Financial Statements elsewhere in this report.

628

~~Loans~~

The expected credit losses for each loan pool are then adjusted for changes in qualitative factors not inherently considered ~~impaired when, based~~in the quantitative analyses. The qualitative adjustments either increase or decrease the quantitative model estimation. The Company considers factors that are relevant within the qualitative framework which include the following: lending policy, changes in nature and volume of loans, staff experience, changes in volume and trends of problem loans, concentration risk, trends in underlying collateral values, external factors, quality of loan review system and other economic conditions.

Expected credit losses for loans that no longer share similar risk characteristics with the collectively evaluated pools are excluded from the collective evaluation and estimated on ~~current information~~an individual basis. Individual evaluations are performed for nonaccrual loans, loans rated substandard, and ~~events, it is probable that the Bank will be unable to collect all amounts due according to the original terms~~modified loans classified as troubled debt restructurings. Specific allocations of the ~~loan agreement. The collection~~allowance for credit losses are estimated on one of ~~all amounts due according to contractual terms means that both~~several methods, including the ~~contractual interest and principal payments~~estimated fair value of ~~a loan will be collected as scheduled in~~ the ~~loan agreement. Impaired loans are reviewed specifically and separately under FASB ASC 310-30-35, Subsequent Measurement~~underlying collateral, observable market value of ~~Impaired Loans, to determine the appropriate reserve allocation. Impaired loans are measured based on~~similar debt or the present value of expected ~~future~~ cash ~~flows discounted at~~flows.

Prior to the ~~interest rate implicit in the original loan agreement, or, as a practical expedient, at the loan’s observable market price, or the fair value~~adoption of ~~the underlying collateral. The fair value~~ASU 2016-13, Financial Instruments-Credit Losses (Topic326): Measurement of ~~collateral, reduced by costs to sell~~Credit Losses on ~~a discounted basis, is used if a loan is collateral-dependent.~~

~~The following table presents a summary of changes in~~Financial Instruments, the allowance for loan losses represented management’s best estimate of inherent losses that had been incurred within the existing portfolio of loans. The allowance for ~~the three~~losses on loans included allowance allocations calculated in accordance with FASB Accounting Standards Codification (“ASC”) Topic 310, “Receivables” and ~~six months ended June 30, 2020 and 2019:~~

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

allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.”

	As of and for the Three Months Ended
	March 31,
	2021			2020
	(Dollars in thousands)
Total loans outstanding, net of unearned income	$	8,504,980		$	7,568,836
Average loans outstanding, net of unearned income	$	8,512,506		$	7,361,149
Allowance for credit losses at beginning of period		87,942			-
Allowance for loan losses at beginning of period		-			76,584
Charge-offs:
Commercial, financial and agricultural loans		477			2,640
Real estate - construction		-			454
Real estate - mortgage		12			1,678
Consumer loans		87			58
Total charge-offs		576			4,830
Recoveries:
Commercial, financial and agricultural loans		26			62
Real estate - construction		50			1
Real estate - mortgage		2			1
Consumer loans		11			12
Total recoveries		89			76
Net charge-offs		487			4,754
Provision for credit losses		7,451			13,584
Allowance for credit losses at period end	$	94,906		$	-
Allowance for loan losses at period end	$	-		$	85,414
Allowance for credit losses to period end loans		1.12	%		-
Allowance for loan losses to period end loans		-			1.13	%
Net charge-offs to average loans		0.02	%		0.26	%

729

The following table presents the allocation of the allowance for loan losses for each respective loan category with the corresponding percentage of loans in each category to total loans at June 30, 2020 and December 31, 2019:

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

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

Percentage

of loans in

each

category to

March 31, 2021

Amount

total loans

(In Thousands)

Commercial, financial and agricultural
$ 38,232 39.07
%
Real estate - construction
19,391 7.84
%
Real estate - mortgage
35,607 52.36
%
Consumer
1,676 0.73
%
Total
$ 94,906 100.00
%

Percentage

of loans in

each

category to

December 31, 2020

Amount

total loans

(In Thousands)

Commercial, financial and agricultural
$ 36,370 38.93
%
Real estate - construction
16,057 7.01
%
Real estate - mortgage
33,722 53.29
%
Consumer
1,793 0.77
%
Total
$ 87,942 100.00
%

Nonperforming Assets

Total nonperforming loans, which include nonaccrual loans and loans 90 or more days past due and still accruing, decreased to ~~$22.0~~$17.9 million at ~~June 30, 2020,~~March 31, 2021 compared to ~~$36.1~~$19.0 million at December 31, ~~2019.~~2020. Of this total, nonaccrual loans of ~~$16.9~~$13.1 million at ~~June 30, 2020~~March 31, 2021 represented a net decrease of ~~$13.2~~$0.9 million from nonaccrual loans at December 31, ~~2019.~~2020. Excluding credit card accounts, there ~~were two loans~~was one loan 90 or more days past due and still accruing totaling ~~$5.1~~$4.8 million at ~~June 30, 2020,~~March 31, 2021, compared to ~~seven loans~~one loan totaling ~~$6.0~~$4.9 million at December 31, ~~2019.~~2020. Troubled Debt Restructurings (“TDR”) at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020 were ~~$1.6~~$3.5 million and ~~$3.3~~$2.4 million, respectively.

There were three loans newly classified as TDR totaling $2.1 million and no renewals of existing TDRs for the three months ended March 31, 2021. There was one loan newly classified as a TDR totaling $350,000 and no renewals of existing TDRs for the three months ended March 31, 2020.

OREO and repossessed assets decreased to ~~$6.5~~$2.1 million at ~~June 30, 2020,~~March 31, 2021, from ~~$8.2~~$6.5 million at December 31, ~~2019.~~2020. The following table summarizes OREO and repossessed asset activity for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 and ~~2019:~~

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

2020:

	Three months ended March 31,
	2021			2020
	(In thousands)
Balance at beginning of period	$	6,497		$	8,178
Transfers from loans and capitalized expenses		414			287
Proceeds from sales		(584	)		(454	)
Internally financed sales		(3,779	)		-
Write-downs / net gain (loss) on sales		(482	)		(563	)
Balance at end of period	$	2,066		$	7,448

830

The following table summarizes our nonperforming assets and TDRs at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~

June 30, 2020 December 31, 2019
Number of Number of
Balance Loans Balance Loans
(Dollar Amounts In Thousands)
Nonaccrual loans:
Commercial, financial and agricultural $ 13,888 24 $ 14,729 29
Real estate - construction 587 3 1,588 2
Real estate - mortgage:
Owner-occupied commercial 1,714 5 10,826 3
1-4 family mortgage 683 7 1,440 5
Other mortgage - - 1,507 1
Total real estate - mortgage 2,397 12 13,773 9
Consumer 9 1 - -
Total Nonaccrual loans: $ 16,881 40 $ 30,090 40

90+ days past due and accruing:
Commercial, financial and agricultural $ 248 2 $ 201 3
Real estate - construction - - - -
Real estate - mortgage:
Owner-occupied commercial - - - -
1-4 family mortgage - - 873 5
Other mortgage 4,861 1 4,924 1
Total real estate - mortgage 4,861 1 5,797 6
Consumer 24 6 23 8
Total 90+ days past due and accruing: $ 5,133 9 $ 6,021 17

Total Nonperforming Loans: $ 22,014 49 $ 36,111 57

Plus: Other real estate owned and repossessions 6,537 11 8,178 12
Total Nonperforming Assets $ 28,551 60 $ 44,289 69

Restructured accruing loans:
Commercial, financial and agricultural $ 975 3 $ 625 2
Real estate - construction - - - -
Real estate - mortgage:
Owner-occupied commercial - - - -
1-4 family mortgage - - - -
Other mortgage - - - -
Total real estate - mortgage - - - -
Consumer - - - -
Total restructured accruing loans: $ 975 3 $ 625 2

Total Nonperforming assets and restructured accruing loans $ 29,526 63 $ 44,914 71

Ratios:
Nonperforming loans to total loans 0.26 % 0.50 %
Nonperforming assets to total loans plus other real estate owned and repossessions 0.34 % 0.61 %
Nonperforming assets plus restructured accruing loans to total loans plus other real estate owned and repossessions 0.35 % 0.62 %

2020:

	March 31, 2021					December 31, 2020
				Number of					Number of
	Balance			Loans		Balance			Loans
	(Dollar Amounts In Thousands)
Nonaccrual loans:
Commercial, financial and agricultural	$	9,922			22	$	11,709			22
Real estate - construction		234			1		234			1
Real estate - mortgage:
Owner-occupied commercial		2,009			3		1,259			4
1-4 family mortgage		923			9		771			7
Other mortgage		-			-		-			-
Total real estate - mortgage		2,932			12		2,030			11
Consumer		-			1		-			-
Total Nonaccrual loans:	$	13,088			36	$	13,973			34

90+ days past due and accruing:
Commercial, financial and agricultural	$	4			1	$	11			2
Real estate - construction		-			-		-			-
Real estate - mortgage:
Owner-occupied commercial		-			-		-			-
1-4 family mortgage		-			-		104			1
Other mortgage		4,761			1		4,805			1
Total real estate - mortgage		4,761			1		4,909			2
Consumer		39			17		61			25
Total 90+ days past due and accruing:	$	4,804			19	$	4,981			29

Total Nonperforming Loans:	$	17,892			55	$	18,954			63

Plus: Other real estate owned and repossessions		2,067			5		6,497			11
Total Nonperforming Assets	$	19,959			60	$	25,451			74

Restructured accruing loans:
Commercial, financial and agricultural	$	794			3	$	818			3
Real estate - construction		-			-		-			-
Real estate - mortgage:
Owner-occupied commercial		-			-		-			-
1-4 family mortgage		-			-		-			-
Other mortgage		-			-		-			-
Total real estate - mortgage		-			-		-			-
Consumer		-			-		-			-
Total restructured accruing loans:	$	794			3	$	818			3
Total Nonperforming assets and restructured accruing loans	$	20,753			63	$	26,269			77

Ratios:
Nonperforming loans to total loans		0.21	%				0.22	%
Nonperforming assets to total loans plus other real estate owned and repossessions		0.23	%				0.30	%
Nonperforming assets plus restructured accruing loans to total loans plus other real estate owned and repossessions		0.24	%				0.31	%

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

~~Impaired Loans~~

In keeping with guidance from regulators, the Company continues to work with COVID-19 affected borrowers to defer their payments and ~~Allowance for Loan Losses~~

interest. While interest continues to accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, the related loans would be placed on nonaccrual status and interest income accrued would be reversed. In such a scenario, interest income in future periods could be negatively impacted. As of ~~June 30, 2020, we had impaired loans~~March 31, 2021, the Company carries $5.1 million of ~~$72.2~~accrued interest income on deferrals made to COVID-19 affected borrowers compared to $5.8 million ~~inclusive of nonaccrual loans, an increase of $29.1 million from $43.1 million as of~~at December 31, ~~2019. This increase~~2020. At this time, the Company is ~~primarily attributable~~unable to ~~two commercial relationships newly classified as impaired during~~project the ~~first six months~~materiality of ~~2020. Substandard loans are detailed~~such an impact on future deferrals to COVID-19 affected borrowers but recognizes the breadth of the economic impact may affect its borrowers’ ability to repay in ~~Note 5,~~ ~~“Loans”~~~~, within the credit quality indicator table. While total impaired loans have~~future periods.

Deposits

Total deposits increased ~~our overall collateral exposure on these impairments has remained consistent. We allocated $9.8~~by $600 million ~~of our allowance for loan losses~~to $10.58 billion at ~~June 30, 2020 to these impaired loans, unchanged~~March 31, 2021 compared to December 31, 2019. A loan is considered impaired, based on current information and events, if it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the original loan agreement. Impairment does not always indicate credit loss, but provides an indication of collateral exposure based on prevailing market conditions and third-party valuations. Impaired loans are measured by either the present value of expected future cash flows discounted at the interest rate implicit in the original loan agreement, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent. The amount of impairment, if any, and subsequent changes are included in the allowance for loan losses. Interest on accruing loans is recognized as long as such loans do not meet the criteria for nonaccrual status. Our credit administration team performs verification and testing to ensure appropriate identification of impaired loans and that proper reserves are held on these loans.

Of the $72.2 million of impaired loans reported as of June 30, 2020, $63.5 million were commercial, financial and agricultural loans, $616,000 were real estate construction loans and $8.0 million were real estate mortgage loans.

~~Deposits~~

~~Total deposits were $9.34 billion at June 30, 2020, an increase of $1.8 billion, or 24.1%, over $7.53~~$9.98 billion at December 31, ~~2019. Increased growth rates during 2020 have been the result of Paycheck Protection Program (“PPP”) lending in which our borrowers have retained portions of their proceeds in the Bank.~~2020. We anticipate long-term sustainable growth in deposits through continued development of market share in our less mature markets and through organic growth in our mature markets.

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

The following table summarizes balances of our deposits and the percentage of each type to the total at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019:~~

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

~~Other~~ 2020.

March 31, 2021

December 31, 2020

Non-interest-bearing demand
$ 3,044,611 28.78
%
$ 2,788,772 27.96
%
Interest-bearing
6,626,953 62.65
%
6,276,910 62.92
%
Savings
97,946 0.93
%
89,418 0.90
%
Time deposits, $250,000 and under
267,164 2.53
%
273,301 2.74
%
Time deposits, over $250,000
490,936 4.64
%
497,323 4.99
%
Brokered time deposits
50,000 0.47 50,000 0.50
$ 10,577,610 100.00
%
$ 9,975,724 100.00
%

Borrowings

Our borrowings consist of federal funds purchased and subordinated notes payable. We had ~~$635.6~~$911.6 million and ~~$470.7~~$851.5 million at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively, in federal funds purchased from correspondent banks that are clients of our correspondent banking unit. The average rate paid on these borrowings was ~~0.20%~~0.22% for the quarter ended ~~June 30, 2020.~~March 31, 2021. Other borrowings consist of the following:

●

~~$34.75 million of 5% Subordinated Notes due July 15, 2025, which were issued in a private placement in July 2015 and pay interest semi-annually; and~~

●

$30.0 million ofon the Company’s 4.5% Subordinated Notes due November 8, 2027, which were issued in a private placement in November 2017 and pay interest semi-annually. The Notes may not be prepaid by the Company prior to November 8, 2022.

●
$34.75 million of the Company’s 4% Subordinated Notes due October 21, 2030, which were issued in a private placement in October 2020 and pay interest semi-annually. The Notes may not be prepaid by the Company prior to October 21, 2025.

Liquidity

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

The retention of existing deposits and attraction of new deposit sources through new and existing customers is critical to our liquidity position. If our liquidity ~~were~~was to decline due to a run-off in deposits, we have procedures that provide for certain actions under varying liquidity conditions. These actions include borrowing from existing correspondent banks, selling or participating loans, and curtailing loan commitments and funding. At ~~June 30, 2020,~~March 31, 2021, liquid assets, which are represented by cash and due from banks, federal funds sold and unpledged available-for-sale securities, totaled ~~$1.99~~$3.3 billion. ~~At June 30, 2020,~~Additionally, the Bank had borrowing availability of approximately ~~$772.0~~$923 million in unused federal funds lines of credit with regional banks, subject to certain restrictions and collateral requirements. Additionally, the Bank had $2.73 billion in available lines from the Federal Reserve Bank-Atlanta. $1.68 billion of these lines from the Federal Reserve Bank-Atlanta are collateralized by loans of the Bank. The remaining $1.05 billion are collateralized by PPP loans originated by the Bank. We believe these sources of funding are adequate to meet ~~our~~immediate anticipated funding ~~needs.~~ needs, but we may need additional funding if we are able to maintain our current growth rate into the future.

Our management meets on a quarterly basis to review sources and uses of funding to determine the appropriate strategy to ensure an appropriate level of liquidity. At the current time, our long-term liquidity needs primarily relate to funds required to support loan originations and commitments and deposit withdrawals. Our regular sources of funding are from the growth of our deposit base, ~~correspondent banking relationships and related federal funds purchased,~~ repayment of principal and interest on loans, the sale of loans and the renewal of time deposits. In addition, we have issued debt as described above under ~~“Other Borrowings”.~~

“Borrowings.”

We are subject to general FDIC guidelines that require a minimum level of liquidity. Management believes our liquidity ratios meet or exceed these guidelines. ~~Our management is not currently aware of any trends or demands that are reasonably likely to result in liquidity materially increasing or decreasing.~~ However, uncertainties brought about by the COVID-19 pandemic may adversely affect our ability to obtain funding or may increase the cost of funding.

The following table reflects the contractual maturities of our term liabilities as of ~~June 30, 2020.~~March 31, 2021. The amounts shown do not reflect any early withdrawal or prepayment assumptions.

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

Deposits without a stated maturity $ 8,464,353 $ - $ - $ - $ -
Certificates of deposit (2) 778,565 443,718 273,236 61,611 -
Brokered certificates of deposit 100,000 50,000 50,000
Federal funds purchased 635,606 635,606 - - -
Subordinated debentures 64,750 - - - 64,750
Operating lease commitments 11,833 1,515 4,813 3,080 2,425
Total $ 10,055,107 $ 1,130,839 $ 328,049 $ 64,691 $ 67,175

	Payments due by Period

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

Deposits without a stated maturity	$	9,769,510	$	-	$	-	$	-	$	-
Certificates of deposit (2)		808,100		318,734		344,991		144,300		75
Federal funds purchased		911,558		911,558		-		-		-
Subordinated notes payable		64,707		-		-		-		64,707
Operating lease commitments		20,859		3,055		6,484		4,346		6,974
Total	$	11,574,734	$	1,233,347	$	351,475	$	148,646	$	71,756

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

Capital Adequacy

Total stockholders’ equity attributable to us at June 30, 2020 was $914.6 million, or 8.30% of total assets. At December 31, 2019, total stockholders’ equity attributable to us was $842.2 million, or 9.41% of total assets.

As of ~~June 30, 2020,~~March 31, 2021, our most recent notification from the FDIC categorized us as well-capitalized under the regulatory framework for prompt corrective action. To remain categorized as well-capitalized, we must maintain minimum ~~total~~common equity Tier 1, Tier 1 risk-based, ~~Tier 1~~total risk-based, and Tier 1 leverage ~~ratios.~~

ratios as disclosed in the table below. Our management believes that we are well-capitalized under the prompt corrective action provisions as of March 31, 2021.

The final rules implementing the Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective January 1, 2015, subject to a phase-in period for certain aspects of the new rules. In order to avoid restrictions on capital distributions and discretionary bonus payments to executives, under the new rules a covered banking organization is also required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer is required to consist solely of common equity Tier 1, and the buffer applies to all three risk-based measurements (CET1, Tier 1 capital and total capital). The capital conservation buffer was phased in incrementally over time, beginning January 1, 2016 and became fully effective on January 1, 2019. As of January 1, 2019, an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets is required for compliance with the capital conservation buffer. The ratios for the Company and the Bank are currently sufficient to satisfy the fully phased-in conservation buffer.

The following table sets forth (i) the capital ratios required by the FDIC and the Alabama Banking Department’s leverage ratio requirement and (ii) our actual ratios ~~not including the capital conservation buffer,~~ of capital to total regulatory or risk-weighted assets, as of ~~June 30, 2020,~~March 31, 2021, December 31, ~~2019~~2020 and ~~June 30, 2019:~~

To Be Well Capitalized
For Capital Adequacy Under Prompt Corrective
Actual Purposes Action Provisions
Amount Ratio Amount Ratio Amount Ratio
As of June 30, 2020: (Dollars in Thousands)
CET 1 Capital to Risk-Weighted Assets:
Consolidated $ 881,539 11.26 % $ 352,327 4.50 % N/A N/A
ServisFirst Bank 943,578 12.06 % 352,219 4.50 % $ 508,761 6.50 %
Tier 1 Capital to Risk-Weighted Assets:
Consolidated 882,041 11.27 % 469,769 6.00 % N/A N/A
ServisFirst Bank 944,080 12.06 % 469,625 6.00 % 626,167 8.00 %
Total Capital to Risk-Weighted Assets:
Consolidated 1,038,763 13.27 % 626,359 8.00 % N/A N/A
ServisFirst Bank 1,036,087 13.24 % 626,167 8.00 % 782,709 10.00
Tier 1 Capital to Average Assets:
Consolidated 882,041 8.46 % 417,188 4.00 % N/A N/A
ServisFirst Bank 944,080 9.06 % 416,980 4.00 % 521,225 5.00 %

As of December 31, 2019:
CET 1 Capital to Risk-Weighted Assets:
Consolidated $ 822,396 10.50 % $ 342,283 4.50 % N/A N/A
ServisFirst Bank 885,172 11.30 % 342,269 4.50 % $ 494,389 6.50 %
Tier 1 Capital to Risk-Weighted Assets:
Consolidated 822,896 10.50 % 456,377 6.00 % N/A N/A
ServisFirst Bank 885,674 11.31 % 456,359 6.00 % 608,479 8.00 %
Total Capital to Risk-Weighted Assets:
Consolidated 964,683 12.31 % 608,502 8.00 % N/A N/A
ServisFirst Bank 962,758 12.29 % 608,479 8.00 % 760,598 10.00 %
Tier 1 Capital to Average Assets:
Consolidated 822,896 9.13 % 356,012 4.00 % N/A N/A
ServisFirst Bank 885,674 9.83 % 355,998 4.00 % 444,997 5.00 %

As of June 30, 2019:
CET 1 Capital to Risk-Weighted Assets:
Consolidated $ 759,998 10.18 % $ 335,955 4.50 % N/A N/A
ServisFirst Bank 823,912 11.04 % 335,942 4.50 % $ 485,249 6.50 %
Tier 1 Capital to Risk-Weighted Assets:
Consolidated 760,500 10.19 % 447,940 6.00 % N/A N/A
ServisFirst Bank 824,414 11.04 % 447,922 6.00 % 597,230 8.00 %
Total Capital to Risk-Weighted Assets:
Consolidated 897,070 12.02 % 597,254 8.00 % N/A N/A
ServisFirst Bank 896,300 12.01 % 597,230 8.00 % 746,537 10.00 %
Tier 1 Capital to Average Assets:
Consolidated 760,500 9.00 % 338,030 4.00 % N/A N/A
ServisFirst Bank 824,414 9.76 % 338,016 4.00 % 422,520 5.00 %

March 31, 2020:

	Actual					For Capital Adequacy Purposes					To Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of March 31, 2021:
CET 1 Capital to Risk Weighted Assets:
Consolidated	$	999,447		10.73	%	$	419,190		4.50	%		N/A		N/A
ServisFirst Bank		1,061,620		11.40	%		419,127		4.50	%	$	605,405		6.50	%
Tier 1 Capital to Risk Weighted Assets:
Consolidated		999,947		10.73	%		558,920		6.00	%		N/A		N/A
ServisFirst Bank		1,062,120		11.40	%		558,836		6.00	%		745,114		8.00	%
Total Capital to Risk Weighted Assets:
Consolidated		1,162,344		12.48	%		745,227		8.00	%		N/A		N/A
ServisFirst Bank		1,159,826		12.45	%		745,114		8.00	%		931,393		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		999,947		8.25	%		484,571		4.00	%		N/A		N/A
ServisFirst Bank		1,062,120		8.77	%		484,521		4.00	%		605,651		5.00	%

As of December 31, 2020:
CET 1 Capital to Risk Weighted Assets:
Consolidated	$	958,300		10.50	%	$	410,816		4.50	%		N/A		N/A
ServisFirst Bank		1,018,031		11.15	%		410,766		4.50	%	$	593,328		6.50	%
Tier 1 Capital to Risk Weighted Assets:
Consolidated		958,800		10.50	%		547,755		6.00	%		N/A		N/A
ServisFirst Bank		1,018,531		11.16	%		547,688		6.00	%		730,250		8.00	%
Total Capital to Risk Weighted Assets:
Consolidated		1,113,690		12.20	%		730,340		8.00	%		N/A		N/A
ServisFirst Bank		1,108,673		12.15	%		730,250		8.00	%		912,813		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		958,800		8.23	%		465,980		4.00	%		N/A		N/A
ServisFirst Bank		1,018,531		8.75	%		465,448		4.00	%		581,810		5.00	%

As of March 31, 2020:
CET 1 Capital to Risk Weighted Assets:
Consolidated	$	849,949		10.46	%	$	365,531		4.50	%		N/A		N/A
ServisFirst Bank		912,858		11.24	%		365,460		4.50	%	$	527,886		6.50	%
Tier 1 Capital to Risk Weighted Assets:
Consolidated		850,451		10.47	%		487,375		6.00	%		N/A		N/A
ServisFirst Bank		913,360		11.25	%		487,280		6.00	%		649,706		8.00	%
Total Capital to Risk Weighted Assets:
Consolidated		1,001,072		12.32	%		649,833		8.00	%		N/A		N/A
ServisFirst Bank		999,274		12.30	%		649,706		8.00	%		812,133		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		850,451		9.37	%		363,121		4.00	%		N/A		N/A
ServisFirst Bank		913,360		10.06	%		363,065		4.00	%		453,831		5.00	%

1233

We are a legal entity separate and distinct from the Bank. Our principal source of cash flow, including cash flow to pay dividends to our stockholders, is dividends the Bank pays to us as the Bank’s sole shareholder. Statutory and regulatory limitations apply to the Bank’s payment of dividends to us as well as to our payment of dividends to our stockholders. The requirement that a bank holding company must serve as a source of strength to its subsidiary banks also results in the position of the Federal Reserve that a bank holding company should not maintain a level of cash dividends to its stockholders that places undue pressure on the capital of its bank subsidiaries or that can be funded only through additional borrowings or other arrangements that may undermine the Bank holding company’s ability to serve as such a source of strength. Our ability to pay dividends is also subject to the provisions of Delaware corporate law.

The Alabama Banking Department also regulates the Bank’s dividend payments. Under Alabama law, a state-chartered bank may not pay a dividend in excess of 90% of its net earnings until the Bank’s surplus is equal to at least 20% of its capital (our Bank’s surplus currently exceeds 20% of its capital). Moreover, our Bank is also required by Alabama law to obtain the prior approval of the Superintendent of Banks (“Superintendent”) for its payment of dividends if the total of all dividends declared by the Bank in any calendar year will exceed the total of (i) the Bank’s net earnings (as defined by statute) for that year, plus (ii) its retained net earnings for the preceding two years, less any required transfers to surplus. In addition, no dividends, withdrawals or transfers may be made from the Bank’s surplus without the prior written approval of the Superintendent.

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

Off-Balance Sheet Arrangements

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

credit arrangements. All such credit arrangements bear interest at variable rates and we have no such credit arrangements which bear interest at fixed rates.

Our exposure to credit loss in the event of non-performance by the other party to ~~such~~the financial ~~instruments~~instrument for commitments to extend credit, credit card arrangements and standby letters of credit is represented by the contractual or notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. ~~As of June 30, 2020, we have reserved $500,000 for losses on such off-balance sheet arrangements consistent with guidance in the FRB’s Interagency Policy Statement SR 06-17.~~

As part of our mortgage operations, we originate and sell certain loans to investors in the secondary market. We continue to experience a manageable level of investor repurchase demands. For loans sold, we have an obligation to either repurchase the outstanding principal balance of a loan or make the purchaser whole for the economic benefits of a loan if it is determined that the loans sold were in violation of representations and warranties made by the Bank at the time of the sale. Representations and warranties typically include those made regarding loans that had missing or insufficient file documentation or loans obtained through fraud by borrowers or other third parties such as appraisers. ~~We had a reserve of $370,000 as of June 30, 2020 and December 31, 2019 for the settlement of any repurchase demands by investors.~~

Financial instruments whose contract amounts represent credit risk at ~~June 30, 2020 and December~~March 31, ~~2019~~2021 are as follows:

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

	March 31, 2021
	(In Thousands)
Commitments to extend credit	$	2,932,352
Credit card arrangements		312,443
Standby letters of credit		60,435
	$	3,305,230

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

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

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

Results of Operations

Summary of Net Income

Net income and net income available to common stockholders for the three months ended ~~June 30, 2020~~March 31, 2021 was ~~$40.4~~$51.5 million compared to ~~net income and net income available to common stockholders of $35.6~~$34.8 million ~~respectively,~~ for the three months ended June 30, 2019. Net income and net income available to common stockholders for the six months ended June 30, 2020 was $75.2 million compared to net income and net income available to common stockholders of $70.6 million for the six months ended June 30, 2019.March 31, 2020. The increase in net income ~~for the three months ended June 30, 2020 over the same period in 2019~~ was primarily attributable to a ~~$13.1~~$14.7 million increase in net interest income ~~resulting from a $1.9 billion~~during the three months ended March 31, 2021 to $92.4 million, compared to $77.6 million during the same period in 2020. The increase in net interest income is primarily attributable to growth in average earning assets and ~~a $1.3 million increase in~~non-interest-bearing deposit balances. Total non-interest income ~~led~~increased by ~~increased mortgage banking revenue. The same key drivers contributed~~$1.8 million to $8.5 million during the ~~increase in net income for the six~~three months ended ~~June 30, 2020~~March 31, 2021 compared to ~~2019 resulting~~$6.7 million during the same period in ~~a $22.0~~2020. Total non-interest expenses increased by $1.0 million ~~increase in net interest income on a $1.4 billion increase in average earning assets, and a $3.0~~to $28.9 million ~~increase in non-interest income. Increases in non-interest expense of $2.8 million and $5.4 million and increases in income tax expense of $1.4 million and $929,000, respectively, for~~during the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 compared to ~~2019 partially offset increases~~$27.9 million during the same period in ~~income.~~

2020.

Basic and diluted net income per common share were ~~$0.75~~$0.95 for the three months ended ~~June 30, 2020,~~March 31, 2021, compared to ~~$0.67~~$0.65 and ~~$0.66, respectively,~~$0.64, for the corresponding period in 2019. Basic and diluted net income per common share were $1.40 and $1.39, respectively, for the six months ended June 30, 2020, compared to $1.32 and $1.31, respectively, for the corresponding period in 2019.2020. Return on average assets for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 was ~~1.55% and 1.54%, respectively,~~1.72% compared to ~~1.69% and 1.72%, respectively,~~1.54% for the corresponding ~~periods~~period in ~~2019. Return~~2020, and return on average ~~common~~ stockholders’ equity for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 was ~~18.40% and 17.31%, respectively,~~19.83% compared to ~~18.72% and 19.06%, respectively,~~16.23% for the corresponding ~~periods~~period in ~~2019.~~

2020.

Net Interest Income ~~and Net Interest Margin Analysis~~

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

Taxable-equivalent net interest income increased ~~$13.2~~$14.7 million, or ~~18.8%~~18.9%, to ~~$83.3~~$92.4 million for the three months ended ~~June 30, 2020~~March 31, 2021 compared to ~~$70.1~~$77.7 million for the corresponding period in ~~2019, and increased $22.1 million, or 15.9%, to $161.0 million for the six months ended June 30, 2020 compared to $138.9 million for the corresponding period in 2019.~~2020. This increase was primarily attributable to ~~growth~~a $2.96 billion increase in average earning assets, ~~which increased $1.91 billion,~~ or ~~23.3%~~34%, ~~from the second quarter of 2019 to the second quarter of 2020, and $1.40 billion, or 17.5%, from the six months ended June 30, 2019 to the same period in 2020.~~year over year. The taxable-equivalent yield on interest-earning assets decreased from 4.46% to 3.80% for the three months ended June 30, 2020 from 4.80% for the corresponding period in 2019, and decreased to 4.10% for the six months ended June 30, 2020 from 4.82% for the corresponding period in 2019.3.48% year over year. The yield on loans for the three months ended ~~June 30, 2020~~March 31, 2021 was ~~4.31%~~4.47% compared to ~~5.23%~~4.88% for the corresponding period in ~~2019, and 4.58% compared to 5.24% for the six months ended June 30, 2020 and June 30, 2019, respectively.~~2020. The cost of total interest-bearing liabilities decreased to ~~0.69%~~0.40% for the three months ended ~~June 30, 2020 compared to 1.83%~~March 31, 2021 from 1.19% for the corresponding period in ~~2019, and decreased to 0.94% for the six months ended June 30, 2020 from 1.78% for the corresponding period in 2019.~~2020. Net interest margin for the three months ended ~~June 30, 2020 was 3.32% compared~~March 31, 2021 decreased 38 basis points to ~~3.44%~~3.20% from 3.58% for the corresponding period in ~~2019, and 3.44% for the six months ended June 30, 2020 compared to 3.50% for the corresponding period in 2019.~~

2020.

The following ~~tables show,~~table shows, for the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and March 31, 2020, ~~and June 30, 2019,~~ the average balances of each principal category of our assets, liabilities and stockholders’ equity, and an analysis of net interest revenue. The accompanying ~~tables reflect~~table reflects changes in our net interest margin as a result of changes in the volume and rate of our interest-earning assets and interest-bearing liabilities for the same periods. Changes as a result of mix or the number of days in the periods have been allocated to the volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. ~~The~~Both tables are presented on a taxable-equivalent basis where applicable:

Average Balance Sheets and Net Interest Analysis
On a Fully Taxable-Equivalent Basis
For the Three Months Ended June 30,
(In thousands, except Average Yields and Rates)

2020 2019
Interest Average Interest Average
Average Earned / Yield / Average Earned / Yield /
Balance Paid Rate Balance Paid Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (1)(2)
Taxable $ 8,301,775 $ 89,042 4.31 % $ 6,756,927 $ 88,280 5.24 %
Tax-exempt (3) 31,929 327 4.12 32,124 307 3.83
Total loans, net of unearned income 8,333,704 89,369 4.31 6,789,051 88,587 5.23
Mortgage loans held for sale 13,278 69 2.09 5,208 50 3.85
Investment securities:
Taxable 761,575 5,092 2.67 565,491 4,192 2.97
Tax-exempt (3) 38,201 250 2.62 77,364 406 2.10
Total investment securities (4) 799,776 5,342 2.67 642,855 4,598 2.86
Federal funds sold 83,274 33 0.16 323,714 1,998 2.48
Interest-bearing balances with banks 849,549 360 0.17 411,481 2,593 2.53
Total interest-earning assets $ 10,079,581 $ 95,173 3.80 $ 8,172,309 $ 97,826 4.80
Non-interest-earning assets:
Cash and due from banks 76,212 76,988
Net fixed assets and equipment 57,446 58,607
Allowance for loan losses, accrued interest and other assets 248,702 156,264
Total assets $ 10,461,941 $ 8,464,168

Liabilities and stockholders' equity:
Interest-bearing liabilities:
Interest-bearing demand deposits $ 992,848 $ 875 0.35 % $ 909,847 $ 2,004 0.88 %
Savings deposits 72,139 75 0.42 54,391 77 0.57
Money market accounts 4,285,907 5,555 0.52 3,932,459 18,418 1.88
Time deposits 877,448 4,251 1.95 694,414 3,741 2.16
Total interest-bearing deposits 6,228,342 10,756 0.69 5,591,111 24,240 1.74
Federal funds purchased 572,990 310 0.22 418,486 2,681 2.57
Other borrowings 64,711 781 4.85 64,680 781 4.84
Total interest-bearing liabilities $ 6,866,043 $ 11,847 0.69 % $ 6,074,277 $ 27,702 1.83 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 2,646,030 1,591,722
Other liabilities 69,061 35,161
Stockholders' equity 862,500 763,742
Accumulated other comprehensive loss 18,307 (734 )
Total liabilities and stockholders' equity $ 10,461,941 $ 8,464,168
Net interest income $ 83,326 $ 70,124
Net interest spread 3.11 % 2.97 %
Net interest margin 3.32 % 3.44 %

Average Consolidated Balance Sheets and Net Interest Analysis

On a Fully Taxable-Equivalent Basis

For the Three Months Ended March 31,

(Dollar Amounts In Thousands)

	2021							2020
			Interest		Average					Interest		Average
	Average		Earned /		Yield /			Average		Earned /		Yield /
	Balance		Paid		Rate			Balance		Paid		Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (1) (2)
Taxable	$	8,484,914	$	93,503		4.47	%	$	7,328,594	$	89,076		4.89	%
Tax-exempt (3)		27,592		284		4.17			32,555		327		4.04
Total loans, net of unearned income		8,512,506		93,787		4.47			7,361,149		89,403		4.88
Mortgage loans held for sale		13,601		65		1.94			4,282		23		2.16
Investment securities:
Taxable		878,118		5,807		2.65			750,413		5,154		2.75
Tax-exempt (3)		21,084		128		2.43			44,029		257		2.33
Total investment securities (4)		899,202		5,935		2.64			794,442		5,411		2.72
Federal funds sold		11,935		3		0.10			105,423		277		1.06
Interest-bearing balances with banks		2,262,233		676		0.12			469,199		1,718		1.47
Total interest-earning assets	$	11,699,477	$	100,466		3.48	%	$	8,734,495	$	96,832		4.46	%
Non-interest-earning assets:
Cash and due from banks		71,166							66,140
Net premises and equipment		57,198							58,066
Allowance for credit losses, accrued interest and other assets		320,407							241,479
Total assets	$	12,148,248						$	9,100,180


Liabilities and stockholders' equity:
Interest-bearing liabilities:
Interest-bearing demand deposits	$	1,294,614	$	621		0.19	%	$	956,803	$	1,346		0.57	%
Savings deposits		93,375		41		0.18			67,380		84		0.50
Money market accounts		5,057,828		3,358		0.27			4,061,286		11,127		1.10
Time deposits		808,561		2,861		1.44			805,924		4,188		2.09
Total interest-bearing deposits		7,254,378		6,881		0.38			5,891,393		16,745		1.14
Federal funds purchased		849,772		460		0.22			492,638		1,601		1.31
Other borrowings		64,689		690		4.33			64,707		781		4.85
Total interest-bearing liabilities	$	8,168,839	$	8,031		0.40	%	$	6,448,738	$	19,127		1.19	%
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits		2,923,041							1,749,671
Other liabilities		39,442							39,801
Stockholders' equity		996,741							853,800
Accumulated other comprehensive income		20,185							8,170
Total liabilities and stockholders' equity	$	12,148,248						$	9,100,180
Net interest income			$	92,435						$	77,705
Net interest spread						3.08	%						3.27	%
Net interest margin						3.20	%						3.58	%

(1)

Non-accrual loans are included in average loan balances in all periods. Loan fees of ~~$3,650~~$10,400 and ~~$914~~$1,281 are included in interest income in the ~~second~~first quarter of ~~2020~~2021 and ~~2019,~~2020, respectively. Loan fees in ~~2020~~2021 include ~~amortization~~accretion of PPP loan fees.

(2)

~~Net accretion on acquired loan discounts of $53 is included in interest income in the second quarter of 2019.~~

~~(3)~~

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

~~(4)~~

(3)

Unrealized gains ~~(losses)~~ of ~~$133~~$22,027 and ~~$(985)~~$10,282 are excluded from the yield calculation in the ~~second~~first quarter of 2021 and 2020, ~~and 2019,~~ respectively.

1536

For the Three Months Ended June 30,
2020 Compared to 2019 Increase (Decrease) in Interest Income and Expense Due to Changes in:
Volume Rate Total
(In Thousands)
Interest-earning assets:
Loans, net of unearned income
Taxable $ 17,985 $ (17,223 ) $ 762
Tax-exempt (2 ) 22 20
Total loans, net of unearned income 17,983 (17,201 ) 782
Mortgages held for sale 50 (31 ) 19
Debt securities:
Taxable 1,332 (432 ) 900
Tax-exempt (240 ) 84 (156 )
Total debt securities 1,092 (348 ) 744
Federal funds sold (870 ) (1,095 ) (1,965 )
Interest-bearing balances with banks 1,381 (3,614 ) (2,233 )
Total interest-earning assets 19,636 (22,289 ) (2,653 )

Interest-bearing liabilities:
Interest-bearing demand deposits 167 (1,296 ) (1,129 )
Savings 21 (23 ) (2 )
Money market accounts 1,513 (14,376 ) (12,863 )
Time deposits 906 (396 ) 510
Total interest-bearing deposits 2,607 (16,091 ) (13,484 )
Federal funds purchased 725 (3,096 ) (2,371 )
Other borrowed funds - - -
Total interest-bearing liabilities 3,332 (19,187 ) (15,855 )
Increase in net interest income $ 16,304 $ (3,102 ) $ 13,202

Decreases in average yields on loans drive unfavorable rate component. PPP loans originated during the second quarter of 2020 carry an interest rate of 1.00%, well below the average yield on other loans. However, this lower yield is offset by the accretion of net origination fees paid by the Small Business Administration on PPP loans. Decreases in average rates paid on interest-bearing deposits drive favorable rate component change. Growth in average loans, noninterest bearing deposits and equity drive favorable volume component change and overall change.

Average Balance Sheets and Net Interest Analysis
On a Fully Taxable-Equivalent Basis
For the Six Months Ended June 30,
(In thousands, except Average Yields and Rates)

2020 2019
Interest Interest
Average Earned / Average Average Earned / Average
Balance Paid Yield / Rate Balance Paid Yield / Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (1)(2)
Taxable $ 7,815,184 $ 178,119 4.58 % $ 6,664,437 $ 173,515 5.25 %
Tax-exempt (3) 32,242 654 4.08 31,355 592 3.81
Total loans, net of unearned income 7,847,426 178,773 4.58 6,695,792 174,107 5.24
Mortgage loans held for sale 8,780 93 2.13 3,421 76 4.48
Investment securities:
Taxable 755,994 10,246 2.73 542,351 7,939 2.95
Tax-exempt (3) 41,115 507 2.48 82,423 870 2.13
Total investment securities (4) 797,109 10,753 2.71 624,774 8,809 2.84
Federal funds sold 94,348 311 0.66 258,564 3,217 2.51
Interest-bearing balances with banks 659,374 2,078 0.63 424,841 5,357 2.54
Total interest-earning assets $ 9,407,037 $ 192,008 4.10 % $ 8,007,392 $ 191,566 4.82 %
Non-interest-earning assets:
Cash and due from banks 71,176 75,592
Net fixed assets and equipment 57,756 58,729
Allowance for loan losses, accrued interest and other assets 246,673 153,120
Total assets $ 9,782,642 $ 8,294,833

Liabilities and stockholders' equity:
Interest-bearing liabilities:
Interest-bearing demand deposits $ 974,826 $ 2,220 0.46 % $ 926,176 $ 4,007 0.87 %
Savings deposits 69,759 159 0.46 54,239 149 0.55
Money market accounts 4,173,597 16,682 0.80 3,845,792 34,932 1.83
Time deposits 841,686 8,439 2.02 696,682 7,297 2.11
Total interest-bearing deposits 6,059,868 27,500 0.91 5,522,889 46,385 1.69
Federal funds purchased 532,814 1,910 0.72 366,029 4,676 2.58
Other borrowings 64,709 1,562 4.85 64,675 1,562 4.87
Total interest-bearing liabilities $ 6,657,391 $ 30,972 0.94 % $ 5,953,593 $ 52,623 1.78 %
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits 2,197,850 1,558,783
Other liabilities 56,013 35,275
Stockholders' equity 858,150 749,754
Accumulated other comprehensive (loss) 13,238 (2,572 )
Total liabilities and stockholders' equity $ 9,782,642 $ 8,294,833
Net interest income $ 161,036 $ 138,943
Net interest spread 3.16 % 3.04 %
Net interest margin 3.44 % 3.50 %

~~(1)~~

Non-accrual loans are included in average loan balances in all periods. Loan fees of $4,930 and $1,887 are included in interest income in 2020 and 2019, respectively. Loan fees in 2020 include amortization of PPP loan fees.

~~(2)~~

~~Accretion on acquired loan discounts of $91 are included in interest income in 2019.~~

~~(3)~~

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

~~(4)~~

~~Unrealized gains (losses) of $231 and $(3,311) are excluded from the yield calculation in 2020 and 2019, respectively.~~

For the Six Months Ended June 30,
2020 Compared to 2019 Increase (Decrease) in Interest Income and Expense Due to Changes in:
Volume Rate Total
(In Thousands)
Interest-earning assets:
Loans, net of unearned income
Taxable $ 28,123 $ (23,519 ) $ 4,604
Tax-exempt 18 44 62
Total loans, net of unearned income 28,141 (23,475 ) 4,666
Mortgages held for sale 73 (56 ) 17
Debt securities:
Taxable 2,954 (647 ) 2,307
Tax-exempt (490 ) 127 (363 )
Total debt securities 2,464 (520 ) 1,944
Federal funds sold (1,346 ) (1,560 ) (2,906 )
Interest-bearing balances with banks 2,029 (5,308 ) (3,279 )
Total interest-earning assets 31,361 (30,919 ) 442

Interest-bearing liabilities:
Interest-bearing demand deposits 202 (1,989 ) (1,787 )
Savings 39 (29 ) 10
Money market accounts 2,778 (21,028 ) (18,250 )
Time deposits 1,483 (341 ) 1,142
Total interest-bearing deposits 4,502 (23,387 ) (18,885 )
Federal funds purchased 1,546 (4,312 ) (2,766 )
Other borrowed funds 2 (2 ) -
Total interest-bearing liabilities 6,050 (27,701 ) (21,651 )
Increase in net interest income $ 25,311 $ (3,218 ) $ 22,093

~~Decreases in the average rates paid on interest-bearing deposits drive favorable rate component change. Decreases in average yields on loans drive unfavorable rate component while~~

	For the Three Months Ended March 31,
	2021 Compared to 2020 Increase (Decrease) in Interest Income and Expense Due to Changes in:
	Volume			Rate			Total
	(In Thousands)
Interest-earning assets:
Loans, net of unearned income
Taxable	$	12,686		$	(8,259	)	$	4,427
Tax-exempt		(53	)		10			(43	)
Total loans, net of unearned income		12,633			(8,249	)		4,384
Mortgages held for sale		44			(2	)		42
Debt securities:
Taxable		812			(159	)		653
Tax-exempt		(140	)		11			(129	)
Total debt securities		672			(148	)		524
Federal funds sold		(136	)		(138	)		(274	)
Interest-bearing balances with banks		1,682			(2,724	)		(1,042	)
Total interest-earning assets		14,895			(11,261	)		3,634
Interest-bearing liabilities:
Interest-bearing demand deposits		359			(1,084	)		(725	)
Savings		24			(67	)		(43	)
Money market accounts		2,184			(9,953	)		(7,769	)
Time deposits		14			(1,341	)		(1,327	)
Total interest-bearing deposits		2,581			(12,445	)		(9,864	)
Federal funds purchased		699			(1,840	)		(1,141	)
Other borrowed funds		-			(91	)		(91	)
Total interest-bearing liabilities		3,280			(14,376	)		(11,096	)
Increase in net interest income	$	11,615		$	3,115		$	14,730

Our growth in loans ~~non-interest-bearing deposits and average equity~~ continues to drive favorable volume component change and overall change.

The rate component was favorable as average rates paid on interest-bearing liabilities decreased 79 basis points while loan yields decreased 41 basis points. Growth in non-interest-bearing deposits and equity also contributed to the increase in net interest revenue during the three months ended March 31, 2021 compared to the same period in 2020.

Provision for ~~Loan Losses~~

Credit losses

The provision for ~~loan~~credit losses was ~~$10.3~~$7.5 million for the three months ended ~~June 30, 2020, an increase~~March 31, 2021, a decrease of ~~$5.4~~$6.1 million from ~~$4.9~~$13.6 million for the three months ended ~~June 30, 2019,~~March 31, 2020. The ACL for March 31, 2021 and December 31, 2020 was calculated under the current expected credit losses (“CECL”) methodology and totaled $94.9 million and 87.9 million, or 1.12% and 1.04% of loans, net of unearned income, respectively. The allowance totaled $85.4 million, or 1.13% of loans, net of unearned income, at March 31, 2020 and was ~~$23.9 million for~~calculated under the ~~six months ended June 30, 2020, a $14.1 million increase compared to $9.8 million for the six months ended June 30, 2019.~~incurred loss methodology. Annualized net credit charge-offs to quarter-to-date average loans ~~decreased two basis points to 20%~~were 0.02% for the ~~second~~first quarter of ~~2020~~2021, a 24 basis point decrease compared to ~~0.22%~~0.26% for the ~~corresponding period in 2019 and increased two basis points to 0.23% for the six months ended June 30, 2020 compared to 0.21% for the corresponding period in 2019.~~first quarter of 2020. Nonperforming loans decreased to ~~$22.0~~$17.9 million, or ~~0.26%~~0.21% of total loans, at ~~June 30, 2020~~March 31, 2021 from ~~$36.1~~$19.0 million, or ~~0.50%~~0.22% of total loans, at December 31, ~~2019,~~2020, and were ~~$32.1~~lower than $33.9 million, or ~~0.46%~~0.45% of total loans, at ~~June 30, 2019. Impaired loans increased to $72.2 million, or 0.87% of total loans, at June 30, 2020, compared to $43.1 million, or 0.59% of total loans, at December~~March 31, ~~2019. We have evaluated risk factors~~2020. See the section captioned “Asset Quality” located elsewhere in this item for additional discussion related to ~~macroeconomic conditions and uncertainty due to COVID-19 which resulted in additional reserve~~provision for loan losses related to external factors of $15.7 million at June 30, 2020. The allowance for loan losses totaled $91.5 million, or 1.10% of total loans, net of unearned income, at June 30, 2020, compared to $76.6 million, or 1.02% of loans, net of unearned income, at December 31, 2019.

credit losses.

Noninterest Income

Noninterest income totaled ~~$7.0~~$8.5 million for the three months ended ~~June 30, 2020,~~March 31, 2021, an increase of ~~$1.2~~$1.8 million ~~or 21.7%,~~ compared to the corresponding period in ~~2019, and totaled $13.7 million for the six months ended June 30, 2020, an increase of $3.0~~2020. Mortgage banking revenue increased $1.7 million, or ~~51.7%~~157%, ~~compared~~to $2.7 million from the first quarter of 2020 to the ~~corresponding period in 2019.~~first quarter of 2021. Mortgage ~~banking income~~loan sales increased $1.0, or 93.8%, to $2.1 million for the three months ended June 30, 2020 compared to $1.1 million for the same period in 2019, and increased $1.5 million, or 91.2%, to $3.2 million for the six months ended June 30, 2020 compared to $1.7 million for the same period in 2019. The number of loans originated for saleapproximately 106% during the first ~~half~~quarter of ~~2020 increased approximately 61.3%~~2021 when compared to the same period in ~~2019. Credit~~2020. Net credit card ~~income~~revenue decreased ~~$343,000~~$573,000, or 33%, to ~~$1.4~~$1.2 million during the three months ended March 31, 2021, compared to $1.8 million during the three months ended March 31, 2020. This decrease was primarily attributable to additional accruals for awards obligations taken in the first quarter of 2021. The number of credit card accounts increased approximately 28% and the aggregate amount of spend on all credit card accounts increased 16% during the three months ended March 31, 2021 compared to the three months ended March 31, 2020. Cash surrender value of life insurance increased $205,000, or 14%, to $1.7 million during the three months ended March 31, 2021, compared to $1.5 million during the three months ended March 31, 2020. We purchased $60 million of additional life insurance contracts during the second half of 2020.

Noninterest Expense

Noninterest expense totaled $28.9 million for the three months ended ~~June 30, 2020~~March 31, 2021, an increase of $1.0 million compared to ~~$1.7~~$27.9 million for the corresponding period in 2020. Salary and employee benefit expense decreased $115,000 to $15.5 million for the three months ended March 31, 2021 from $15.6 million for the corresponding period in 2020. The number of FTE employees decreased to 491 at March 31, 2021 compared to 492 at March 31, 2020. Equipment and occupancy expense increased $254,000 to $2.7 million for the three months ended March 31, 2021 from $2.4 million for the corresponding period in 2020. Third party processing and other services decreased $41,000 to $3.4 million for the three months ended March 31, 2021 compared to the corresponding period in 2020. Professional services decreased $25,000 to $923,000 for the three months ended March 31, 2021 from $948,000 for the corresponding period in 2020. FDIC insurance assessments increased $250,000 to $1.6 million for the three months ended March 31, 2021 from $1.3 million for the corresponding period in 2020. Our assessment base increased by 31% year-over-year. Expenses related to other real estate owned decreased $444,000 to $157,000 for the three months ended March 31, 2021 from $601,000 for the corresponding period in 2020. First quarter 2020 included write-downs in value of property based on updated appraisals related to one foreclosed loan relationship. Other operating expenses increased $1.1 million to $4.6 million for the three months ended March 31, 2021 from $3.5 million for the corresponding period in 2020. We increased our allowance for credit losses on unfunded loan commitments by $600,000 in the first quarter of 2021 with a charge to other operating expenses.

Changes in our non-interest income and expenses, including percentage changes, are detailed in the following table:

	Three Months Ended March 31,
	2021		2020		$ change			% change
	(Dollars In Thousands)
Noninterest income:
Service charges on deposit accounts	$	1,908	$	1,916	$	(8	)		(0.4	%)
Mortgage banking		2,747		1,071		1,676			156.5	%
Credit cards		1,192		1,765		(573	)		(32.5	%)
Increase in cash surrender value life insurance		1,658		1,453		205			14.1	%
Other operating income		958		469		489			104.3	%
Total noninterest income	$	8,463	$	6,674	$	1,789			26.8	%

Noninterest expense:
Salaries and employee benefits	$	15,543	$	15,658	$	(115	)		(0.7	%)
Equipment and occupancy		2,654		2,400		254			10.6	%
Third party processing and other services		3,416		3,457		(41	)		(1.2	%)
Professional services		923		948		(25	)		(2.6	%)
FDIC and other regulatory assessments		1,582		1,332		250			18.8	%
Other real estate owned		157		601		(444	)		(73.9	%)
Other operating expense		4,639		3,524		1,115			31.6	%
Total noninterest expense	$	28,914	$	27,920	$	994			3.6	%

Income Tax Expense

Income tax expense was $13.0 million for the three months ended March 31, 2021 versus $8.0 million for the same period in 2019, and decreased $154,000 to $3.2 million for the six months ended June 30, 2020 compared to $3.3 million for the same period in 2019. The amount of spend on purchase cards increased $20.5 million while the amount of spend on business credit cards decreased $14.3 million during the second quarter of 2020 when compared to the second quarter of 2019. Purchase card spend carries lower profit margins than credit cards due to their higher rebates.

~~Noninterest Expense~~

Noninterest expense totaled $28.8 million for the three months ended June 30, 2020, an increase of $2.8 million, or 10.7%, compared to $26.0 million for the same period in 2019, and totaled $56.7 million for the six months ended June 30, 2020, an increase of $5.4 million, or 10.5%, compared to $51.3 million for the same period in 2019.

~~Details of expenses are as follows:~~

●

Salary and benefit expense increased $1.5 million, or 10.1%, to $15.8 million for the three months ended June 30, 2020 from $14.3 million for the same period in 2019, and increased $2.8 million, or 9.9%, to $31.4 million for the six months ended June 30, 2020 from $28.6 million for the same period in 2019. Total employees decreased from 495 as of June 30, 2019 to 492 as of June 30, 2020.

●

Equipment and occupancy expense increased $147,000, or 6.4%, to $2.4 million for the three months ended June 30, 2020 from $2.3 million for the corresponding period in 2019, and increased $288,000, or 6.3%, to $4.8 million from $4.5 million for the six months ended June 30, 2020 compared to the corresponding period in 2019.

●

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

●

Professional services expense decreased $100,000, or 8.4%, to $1.1 million for the three months ended June 30, 2020 compared to the same period in 2019, and decreased $146,000 or 6.7%, to $2.0 million for the six months ended June 30, 2020 compared to the same period in 2019.

●

FDIC and other regulatory assessments decreased $486,000 to $595,000 for the three months ended June 30, 2020 compared to the same period in 2019, and decreased $173,000 to $1.9 million for the six months ended June 30, 2020 compared to the same period in 2019. Lower growth in assets during the second quarter of 2020, excluding PPP loans, resulted in us adjusting our accrual for assessments to be paid at the end of the third quarter of 2020.

●

OREO expense increased $1.1 million, or 515%, to $1.3 million for the three months ended June 30, 2020 compared to the same period in 2019, and increased $1.7 million, or 714%, to $1.9 million for the six months ended June 30, 2020 compared to the same period in 2019. Updated appraisals resulted in write-downs in values on two properties in our Birmingham, Alabama market.

●

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

~~The following table presents our non-interest income and non-interest expense for the three and six month periods ending June 30, 2020 compared to the same periods in 2019.~~

Three Months Ended
June 30, Six Months Ended
June 30,
2020 2019 $ change % change 2020 2019 $ change % change
Non-interest income:
Service charges on deposit accounts $ 1,823 $ 1,786 $ 37 2.1 % $ 3,739 $ 3,488 $ 251 7.2 %
Mortgage banking 2,107 1,087 1,020 93.8 % 3,178 1,662 1,516 91.2 %
Credit card income 1,398 1,741 (343 ) (19.7 %) 3,163 3,317 (154 ) (4.6 %)
Securities gains - (6 ) 6 (100.0 %) - (6 ) 6 (100.0 %)
Increase in cash surrender value life insurance 1,464 778 686 88.2 % 2,917 1,540 1,377 89.4 %
Other operating income 241 392 (151 ) (38.5 %) 710 721 (11 ) (1.5 %)
Total non-interest income $ 7,033 $ 5,778 $ 1,255 21.7 % $ 13,707 $ 10,722 $ 2,985 27.8 %

Non-interest expense:
Salaries and employee benefits $ 15,792 $ 14,339 $ 1,453 10.1 % $ 31,450 $ 28,604 $ 2,846 9.9 %
Equipment and occupancy expense 2,434 2,287 147 6.4 % 4,834 4,546 288 6.3 %
Third party processing and other services 3,513 2,724 789 29.0 % 6,858 5,135 1,723 33.6 %
Professional services 1,091 1,191 (100 ) (8.4 %) 2,039 2,185 (146 ) (6.7 %)
FDIC and other regulatory assessments 595 1,081 (486 ) (45.0 %) 1,927 2,100 (173 ) (8.2 %)
OREO expense 1,303 212 1,091 514.6 % 1,904 234 1,670 713.7 %
Other operating expense 4,088 4,188 (100 ) (2.4 %) 7,724 8,546 (822 ) (9.6 %)
Total non-interest expense $ 28,816 $ 26,022 $ 2,794 10.7 % $ 56,736 $ 51,350 $ 5,386 10.5 %

~~Income Tax Expense~~

Income tax expense was $10.7 million for the three months ended June 30, 2020 compared to $9.3 million for the same period in 2019, and was $18.8 million for the six months ended June 30, 2020 compared to $17.8 million for the same period in 2019. Our effective tax rate for the three ~~and six~~ months ended ~~June 30, 2020~~March 31, 2021 was ~~21.0% and 20.0%~~20.18%, ~~respectively,~~ compared to ~~20.7% and 20.2%~~18.76% for the corresponding ~~periods~~period in ~~2019, respectively.~~2020. We recognized excess tax benefits as a credit to our income tax expense from the exercise ~~and vesting~~ of stock options and vesting of restricted stock ~~during~~of $1.6 million in the ~~three and six months ended June 30, 2020~~first quarter of ~~$136,000 and $1.2 million, respectively,~~2021, compared to ~~$186,000 and $958,000 during~~$1.1 million in the ~~three and six months ended June 30, 2019, respectively.~~first quarter of 2020. Our primary permanent differences are related to ~~tax exempt~~tax-exempt income on securities, state income tax benefit on real estate investment trust dividends, various qualifying tax credits and change in cash surrender value of bank-owned life insurance.

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

To manage interest rate risk, we must take a position on the expected future trend of interest rates. Rates may rise, fall or remain the same. Our asset-liability committee (“ALCO”) develops its view of future rate trends and strives to manage rate risk within a targeted range by monitoring economic indicators, examining the views of economists and other experts, and understanding the current risks that our balance sheet is exposed to. Our annual budget reflects the anticipated rate environment for the next 12 months.

The ALCO employs modeling techniques such as net interest income simulations and economic value of equity simulations to determine what amount of the Bank’s net interest income is at risk given different movements in market interest rates. Simulations assume gradual and instantaneous (shocks) movements in market interest rates of up and down 100, 200, 300 and 400 basis points, when practicable. A set of Benchmark and optional scenarios are ran and results are compared to base model results to measure sensitivity to movements in market interest rates. The ALCO establishes limits for the amount of negative change in net interest margin in the first year, second year and two-year cumulative time horizon. Current policy limits for the 100 and 200 basis point scenarios in the first and second year is -10% and -15%, respectively, and for the two-year cumulative is -15%. The ALCO conducts a quarterly analysis of the rate sensitivity position, reviews established limits, and reports its results to our board of directors. As of March 31, 2021, there have been no significant changes to our sensitivity to changes in interest rates since December 31, 2020. However, market disruptions brought about by the COVID-19 pandemic may adversely affect our sensitivity to market interest rates. We could experience an increase in the cost of funding our balance sheet. We could also experience increased pricing competition for our existing loans or future borrower prospects, which could decrease rates earned on our earning assets.

ITEM 4. CONTROLS AND PROCEDURES

CEO and CFO Certification.

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

Evaluation of Disclosure Controls and Procedures.

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

We conducted an evaluation (the “Evaluation”) of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision and with the participation of our management, including our CEO and CFO, as of March 31, 2021. Based upon the Evaluation, our CEO and CFO have concluded that, as of March 31, 2021, our disclosure controls and procedures are effective to ensure that material information relating to ServisFirst Bancshares, Inc. and its subsidiaries is made known to management, including the CEO and CFO, particularly during the period when our periodic reports are being prepared.

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

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time we may be a party to various legal proceedings arising in the ordinary course of business. Management does not believe the Company or the Bank is currently a party to any material legal proceedings except as disclosed in Item 3, “Legal Proceedings”, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, and there has been no material change in any matter described therein.

ITEM 1A. RISK FACTORS

Our business is influenced by many factors that are difficult to predict, involve uncertainties that may materially affect actual results and are often beyond our control. We have identified a number of these risk factors in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which should be taken into consideration when reviewing the information contained in this report. There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(a) Exhibit:

~~Exhibit:~~10.1*	~~Description~~	Form of Executive Officer Change in Control Agreement (filed as Exhibit 10 to the Company’s Current Report on Form 8-K dated February 25, 2021)
10.2*	ServisFirst Bancshares, Inc. Annual Incentive Plan, effective January 1, 2021 (filed as Exhibit 10 to the Company’s Current Report on Form 8-K dated January 25, 2021)
10.3*	Form of ServisFirst Bancshares, Inc. Restricted Stock Award Agreement
10.4*	Form of ServisFirst Bancshares, Inc. Performance Share Award Agreement
31.01	Certification of principal executive officer pursuant to Rule 13a-14(a).
31.02	Certification of principal financial officer pursuant to Rule 13a-14(a).
32.01	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350.
32.02	Certification of principal financial officer pursuant to 18 U.S.C. Section 1350.
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
104	Cover Page Interactive Data File ~~(embedded within the~~(formatted as Inline XBRL ~~document)~~and contained in Exhibit 101)

*denotes compensatory plan or arrangement

2040

SIGNATURES

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

	SERVISFIRST BANCSHARES, INC.



Date: ~~August 31, 2020~~April 29, 2021	By	/s/ Thomas A. Broughton III
		Thomas A. Broughton III
		President and Chief Executive Officer


Date: ~~August 31, 2020~~April 29, 2021	By	/s/ William M. Foshee
		William M. Foshee
		Chief Financial Officer

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

2500 Woodcrest Place, Birmingham, Alabama	35209
(Address of Principal Executive Offices)	(Zip Code)

Title of each class	Trading ~~symbol(s)~~Symbol(s)	Name of ~~each~~ exchange on which registered
Common stock, par value $.001 per share	SFBS	~~The~~ NASDAQ Global Select Market

Class	Outstanding as of ~~July 27, 2020~~April 26, 2021
Common stock, $.001 par value	~~53,882,358~~54,152,882

PART I. FINANCIAL INFORMATION		4
Item 1.	Consolidated Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	426
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39
Item 4.	Controls and Procedures	39

PART II. OTHER INFORMATION		40
Item 1	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	2040

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

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

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

			Percentage
			of loans in
			each
			category to
March 31, 2021	Amount		total loans
	(In Thousands)
Commercial, financial and agricultural	$	38,232		39.07	%
Real estate - construction		19,391		7.84	%
Real estate - mortgage		35,607		52.36	%
Consumer		1,676		0.73	%
Total	$	94,906		100.00	%

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

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

	March 31, 2021				December 31, 2020
Non-interest-bearing demand	$	3,044,611	28.78	%	$	2,788,772	27.96	%
Interest-bearing		6,626,953	62.65	%		6,276,910	62.92	%
Savings		97,946	0.93	%		89,418	0.90	%
Time deposits, $250,000 and under		267,164	2.53	%		273,301	2.74	%
Time deposits, over $250,000		490,936	4.64	%		497,323	4.99	%
Brokered time deposits		50,000	0.47			50,000	0.50
	$	10,577,610	100.00	%	$	9,975,724	100.00	%

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

Deposits without a stated maturity	$	8,464,353	$	-	$	-	$	-	$	-
Certificates of deposit (2)		778,565		443,718		273,236		61,611		-
Brokered certificates of deposit		100,000		50,000		50,000
Federal funds purchased		635,606		635,606		-		-		-
Subordinated debentures		64,750		-		-		-		64,750
Operating lease commitments		11,833		1,515		4,813		3,080		2,425
Total	$	10,055,107	$	1,130,839	$	328,049	$	64,691	$	67,175

											To Be Well Capitalized
						For Capital Adequacy					Under Prompt Corrective
	Actual					Purposes					Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of June 30, 2020:	(Dollars in Thousands)
CET 1 Capital to Risk-Weighted Assets:
Consolidated	$	881,539		11.26	%	$	352,327		4.50	%		N/A		N/A
ServisFirst Bank		943,578		12.06	%		352,219		4.50	%	$	508,761		6.50	%
Tier 1 Capital to Risk-Weighted Assets:
Consolidated		882,041		11.27	%		469,769		6.00	%		N/A		N/A
ServisFirst Bank		944,080		12.06	%		469,625		6.00	%		626,167		8.00	%
Total Capital to Risk-Weighted Assets:
Consolidated		1,038,763		13.27	%		626,359		8.00	%		N/A		N/A
ServisFirst Bank		1,036,087		13.24	%		626,167		8.00	%		782,709		10.00
Tier 1 Capital to Average Assets:
Consolidated		882,041		8.46	%		417,188		4.00	%		N/A		N/A
ServisFirst Bank		944,080		9.06	%		416,980		4.00	%		521,225		5.00	%

As of December 31, 2019:
CET 1 Capital to Risk-Weighted Assets:
Consolidated	$	822,396		10.50	%	$	342,283		4.50	%		N/A		N/A
ServisFirst Bank		885,172		11.30	%		342,269		4.50	%	$	494,389		6.50	%
Tier 1 Capital to Risk-Weighted Assets:
Consolidated		822,896		10.50	%		456,377		6.00	%		N/A		N/A
ServisFirst Bank		885,674		11.31	%		456,359		6.00	%		608,479		8.00	%
Total Capital to Risk-Weighted Assets:
Consolidated		964,683		12.31	%		608,502		8.00	%		N/A		N/A
ServisFirst Bank		962,758		12.29	%		608,479		8.00	%		760,598		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		822,896		9.13	%		356,012		4.00	%		N/A		N/A
ServisFirst Bank		885,674		9.83	%		355,998		4.00	%		444,997		5.00	%

As of June 30, 2019:
CET 1 Capital to Risk-Weighted Assets:
Consolidated	$	759,998		10.18	%	$	335,955		4.50	%		N/A		N/A
ServisFirst Bank		823,912		11.04	%		335,942		4.50	%	$	485,249		6.50	%
Tier 1 Capital to Risk-Weighted Assets:
Consolidated		760,500		10.19	%		447,940		6.00	%		N/A		N/A
ServisFirst Bank		824,414		11.04	%		447,922		6.00	%		597,230		8.00	%
Total Capital to Risk-Weighted Assets:
Consolidated		897,070		12.02	%		597,254		8.00	%		N/A		N/A
ServisFirst Bank		896,300		12.01	%		597,230		8.00	%		746,537		10.00	%
Tier 1 Capital to Average Assets:
Consolidated		760,500		9.00	%		338,030		4.00	%		N/A		N/A
ServisFirst Bank		824,414		9.76	%		338,016		4.00	%		422,520		5.00	%

Average Balance Sheets and Net Interest Analysis
On a Fully Taxable-Equivalent Basis
For the Three Months Ended June 30,
(In thousands, except Average Yields and Rates)

	2020							2019
			Interest		Average						Interest		Average
	Average		Earned /		Yield /			Average			Earned /		Yield /
	Balance		Paid		Rate			Balance			Paid		Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (1)(2)
Taxable	$	8,301,775	$	89,042		4.31	%	$	6,756,927		$	88,280		5.24	%
Tax-exempt (3)		31,929		327		4.12			32,124			307		3.83
Total loans, net of unearned income		8,333,704		89,369		4.31			6,789,051			88,587		5.23
Mortgage loans held for sale		13,278		69		2.09			5,208			50		3.85
Investment securities:
Taxable		761,575		5,092		2.67			565,491			4,192		2.97
Tax-exempt (3)		38,201		250		2.62			77,364			406		2.10
Total investment securities (4)		799,776		5,342		2.67			642,855			4,598		2.86
Federal funds sold		83,274		33		0.16			323,714			1,998		2.48
Interest-bearing balances with banks		849,549		360		0.17			411,481			2,593		2.53
Total interest-earning assets	$	10,079,581	$	95,173		3.80		$	8,172,309		$	97,826		4.80
Non-interest-earning assets:
Cash and due from banks		76,212							76,988
Net fixed assets and equipment		57,446							58,607
Allowance for loan losses, accrued interest and other assets		248,702							156,264
Total assets	$	10,461,941						$	8,464,168

Liabilities and stockholders' equity:
Interest-bearing liabilities:
Interest-bearing demand deposits	$	992,848	$	875		0.35	%	$	909,847		$	2,004		0.88	%
Savings deposits		72,139		75		0.42			54,391			77		0.57
Money market accounts		4,285,907		5,555		0.52			3,932,459			18,418		1.88
Time deposits		877,448		4,251		1.95			694,414			3,741		2.16
Total interest-bearing deposits		6,228,342		10,756		0.69			5,591,111			24,240		1.74
Federal funds purchased		572,990		310		0.22			418,486			2,681		2.57
Other borrowings		64,711		781		4.85			64,680			781		4.84
Total interest-bearing liabilities	$	6,866,043	$	11,847		0.69	%	$	6,074,277		$	27,702		1.83	%
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits		2,646,030							1,591,722
Other liabilities		69,061							35,161
Stockholders' equity		862,500							763,742
Accumulated other comprehensive loss		18,307							(734	)
Total liabilities and stockholders' equity	$	10,461,941						$	8,464,168
Net interest income			$	83,326							$	70,124
Net interest spread						3.11	%							2.97	%
Net interest margin						3.32	%							3.44	%

	For the Three Months Ended June 30,
	2020 Compared to 2019 Increase (Decrease) in Interest Income and Expense Due to Changes in:
	Volume			Rate			Total
	(In Thousands)
Interest-earning assets:
Loans, net of unearned income
Taxable	$	17,985		$	(17,223	)	$	762
Tax-exempt		(2	)		22			20
Total loans, net of unearned income		17,983			(17,201	)		782
Mortgages held for sale		50			(31	)		19
Debt securities:
Taxable		1,332			(432	)		900
Tax-exempt		(240	)		84			(156	)
Total debt securities		1,092			(348	)		744
Federal funds sold		(870	)		(1,095	)		(1,965	)
Interest-bearing balances with banks		1,381			(3,614	)		(2,233	)
Total interest-earning assets		19,636			(22,289	)		(2,653	)

Interest-bearing liabilities:
Interest-bearing demand deposits		167			(1,296	)		(1,129	)
Savings		21			(23	)		(2	)
Money market accounts		1,513			(14,376	)		(12,863	)
Time deposits		906			(396	)		510
Total interest-bearing deposits		2,607			(16,091	)		(13,484	)
Federal funds purchased		725			(3,096	)		(2,371	)
Other borrowed funds		-			-			-
Total interest-bearing liabilities		3,332			(19,187	)		(15,855	)
Increase in net interest income	$	16,304		$	(3,102	)	$	13,202

Average Balance Sheets and Net Interest Analysis
On a Fully Taxable-Equivalent Basis
For the Six Months Ended June 30,
(In thousands, except Average Yields and Rates)

	2020							2019
			Interest								Interest
	Average		Earned /		Average			Average			Earned /		Average
	Balance		Paid		Yield / Rate			Balance			Paid		Yield / Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (1)(2)
Taxable	$	7,815,184	$	178,119		4.58	%	$	6,664,437		$	173,515		5.25	%
Tax-exempt (3)		32,242		654		4.08			31,355			592		3.81
Total loans, net of unearned income		7,847,426		178,773		4.58			6,695,792			174,107		5.24
Mortgage loans held for sale		8,780		93		2.13			3,421			76		4.48
Investment securities:
Taxable		755,994		10,246		2.73			542,351			7,939		2.95
Tax-exempt (3)		41,115		507		2.48			82,423			870		2.13
Total investment securities (4)		797,109		10,753		2.71			624,774			8,809		2.84
Federal funds sold		94,348		311		0.66			258,564			3,217		2.51
Interest-bearing balances with banks		659,374		2,078		0.63			424,841			5,357		2.54
Total interest-earning assets	$	9,407,037	$	192,008		4.10	%	$	8,007,392		$	191,566		4.82	%
Non-interest-earning assets:
Cash and due from banks		71,176							75,592
Net fixed assets and equipment		57,756							58,729
Allowance for loan losses, accrued interest and other assets		246,673							153,120
Total assets	$	9,782,642						$	8,294,833

Liabilities and stockholders' equity:
Interest-bearing liabilities:
Interest-bearing demand deposits	$	974,826	$	2,220		0.46	%	$	926,176		$	4,007		0.87	%
Savings deposits		69,759		159		0.46			54,239			149		0.55
Money market accounts		4,173,597		16,682		0.80			3,845,792			34,932		1.83
Time deposits		841,686		8,439		2.02			696,682			7,297		2.11
Total interest-bearing deposits		6,059,868		27,500		0.91			5,522,889			46,385		1.69
Federal funds purchased		532,814		1,910		0.72			366,029			4,676		2.58
Other borrowings		64,709		1,562		4.85			64,675			1,562		4.87
Total interest-bearing liabilities	$	6,657,391	$	30,972		0.94	%	$	5,953,593		$	52,623		1.78	%
Non-interest-bearing liabilities:
Non-interest-bearing demand deposits		2,197,850							1,558,783
Other liabilities		56,013							35,275
Stockholders' equity		858,150							749,754
Accumulated other comprehensive (loss)		13,238							(2,572	)
Total liabilities and stockholders' equity	$	9,782,642						$	8,294,833
Net interest income			$	161,036							$	138,943
Net interest spread						3.16	%							3.04	%
Net interest margin						3.44	%							3.50	%

	Three Months Ended June 30,											Six Months Ended June 30,
	2020		2019			$ change			% change			2020		2019			$ change			% change
Non-interest income:
Service charges on deposit accounts	$	1,823	$	1,786		$	37			2.1	%	$	3,739	$	3,488		$	251			7.2	%
Mortgage banking		2,107		1,087			1,020			93.8	%		3,178		1,662			1,516			91.2	%
Credit card income		1,398		1,741			(343	)		(19.7	%)		3,163		3,317			(154	)		(4.6	%)
Securities gains		-		(6	)		6			(100.0	%)		-		(6	)		6			(100.0	%)
Increase in cash surrender value life insurance		1,464		778			686			88.2	%		2,917		1,540			1,377			89.4	%
Other operating income		241		392			(151	)		(38.5	%)		710		721			(11	)		(1.5	%)
Total non-interest income	$	7,033	$	5,778		$	1,255			21.7	%	$	13,707	$	10,722		$	2,985			27.8	%

Non-interest expense:
Salaries and employee benefits	$	15,792	$	14,339		$	1,453			10.1	%	$	31,450	$	28,604		$	2,846			9.9	%
Equipment and occupancy expense		2,434		2,287			147			6.4	%		4,834		4,546			288			6.3	%
Third party processing and other services		3,513		2,724			789			29.0	%		6,858		5,135			1,723			33.6	%
Professional services		1,091		1,191			(100	)		(8.4	%)		2,039		2,185			(146	)		(6.7	%)
FDIC and other regulatory assessments		595		1,081			(486	)		(45.0	%)		1,927		2,100			(173	)		(8.2	%)
OREO expense		1,303		212			1,091			514.6	%		1,904		234			1,670			713.7	%
Other operating expense		4,088		4,188			(100	)		(2.4	%)		7,724		8,546			(822	)		(9.6	%)
Total non-interest expense	$	28,816	$	26,022		$	2,794			10.7	%	$	56,736	$	51,350		$	5,386			10.5	%