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ServisFirst Bancshares, Inc. - Quarter Report: 2013 September (Form 10-Q)


 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________________
 
FORM 10-Q
 
 
 
(Mark one)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2013
 
 
 
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _______to_______
 
Commission file number 000-53149
 
SERVISFIRST BANCSHARES, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
26-0734029
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
 
 
850 Shades Creek Parkway, Birmingham, Alabama
35209
 
 
(Address of Principal Executive Offices)
(Zip Code)
 
 
(205) 949-0302
(Registrant's Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
Yes x No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):
 
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company  ¨
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.
 
Class
Outstanding as of October 29, 2013
Common stock, $.001 par value
7,076,347
 
 
 
 
 
TABLE OF CONTENTS
 
PART I. FINANCIAL INFORMATION
 
Item 1.
Consolidated Financial Statements
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
23
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
38
Item 4.
Controls and Procedures
39
 
 
 
PART II. OTHER INFORMATION
 
Item 1
Legal Proceedings
39
Item 1A.
Risk Factors
39
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
39
Item 3.
Defaults Upon Senior Securities
40
Item 4.
Mine Safety Disclosures
40
Item 5.
Other Information
40
Item 6.
Exhibits
40
 
 
EX-31.01
SECTION 302 CERTIFICATION OF THE CEO
 
EX-31.02
SECTION 302 CERTIFICATION OF THE CFO
 
EX-32.01
SECTION 906 CERTIFICATION OF THE CEO
 
EX-32.02
SECTION 906 CERTIFICATION OF THE CFO
 
 
 
2

 
PART 1. FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
 
SERVISFIRST BANCSHARES, INC.
CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2013 AND DECEMBER 31, 2012
(In thousands, except share and per share amounts)
 
 
 
September 30, 2013
 
December 31, 2012
 
 
 
(Unaudited)
 
(Audited)
 
ASSETS
 
 
 
 
 
 
 
Cash and due from banks
 
$
71,833
 
$
58,031
 
Interest-bearing balances due from depository institutions
 
 
185,657
 
 
119,423
 
Federal funds sold
 
 
7,923
 
 
3,291
 
Cash and cash equivalents
 
 
265,413
 
 
180,745
 
Available for sale debt securities, at fair value
 
 
256,385
 
 
233,877
 
Held to maturity debt securities (fair value of $32,671 and $27,350 at September
    30, 2013 and December 31, 2012, respectively)
 
 
33,130
 
 
25,967
 
Restricted equity securities
 
 
3,738
 
 
3,941
 
Mortgage loans held for sale
 
 
11,592
 
 
25,826
 
Loans
 
 
2,731,973
 
 
2,363,182
 
Less allowance for loan losses
 
 
(28,927)
 
 
(26,258)
 
Loans, net
 
 
2,703,046
 
 
2,336,924
 
Premises and equipment, net
 
 
8,518
 
 
8,847
 
Accrued interest and dividends receivable
 
 
9,604
 
 
9,158
 
Deferred tax assets
 
 
9,160
 
 
7,386
 
Other real estate owned and repossessed assets
 
 
14,258
 
 
9,873
 
Bank owned life insurance contracts
 
 
68,460
 
 
57,014
 
Other assets
 
 
12,849
 
 
6,756
 
Total assets
 
$
3,396,153
 
$
2,906,314
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
Noninterest-bearing
 
$
635,153
 
$
545,174
 
Interest-bearing
 
 
2,284,064
 
 
1,966,398
 
Total deposits
 
 
2,919,217
 
 
2,511,572
 
Federal funds purchased
 
 
170,090
 
 
117,065
 
Other borrowings
 
 
19,932
 
 
19,917
 
Trust preferred securities
 
 
-
 
 
15,050
 
Accrued interest and dividends payable
 
 
4,553
 
 
942
 
Other liabilities
 
 
6,061
 
 
8,511
 
Total liabilities
 
 
3,119,853
 
 
2,673,057
 
Stockholders' equity:
 
 
 
 
 
 
 
Preferred stock, Series A Senior Non-Cumulative Perpetual, par value $.001
    (liquidation preference $1,000), net of discount; 40,000 shares authorized,
    40,000 shares issued and outstanding at September 30, 2013 and at December
    31, 2012
 
 
39,958
 
 
39,958
 
Preferred stock, par value $.001 per share; 1,000,000 authorized and 960,000
    currently undesignated
 
 
-
 
 
-
 
Common stock, par value $.001 per share; 15,000,000 shares authorized;
    7,076,347 shares issued and outstanding at September 30, 2013 and
    6,268,812 shares issued and outstanding at December 31, 2012
 
 
7
 
 
6
 
Additional paid-in capital
 
 
113,441
 
 
93,505
 
Retained earnings
 
 
118,391
 
 
92,492
 
Accumulated other comprehensive income
 
 
4,503
 
 
7,296
 
Total stockholders' equity
 
 
276,300
 
 
233,257
 
Total liabilities and stockholders' equity
 
$
3,396,153
 
$
2,906,314
 
 
See Notes to Consolidated Financial Statements.
 
 
3

 
SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share amounts)
(Unaudited)
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
Interest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest and fees on loans
 
$
30,475
 
$
25,609
 
$
86,667
 
$
73,372
 
Taxable securities
 
 
980
 
 
1,189
 
 
2,851
 
 
3,828
 
Nontaxable securities
 
 
858
 
 
827
 
 
2,537
 
 
2,423
 
Federal funds sold
 
 
44
 
 
50
 
 
77
 
 
145
 
Other interest and dividends
 
 
142
 
 
68
 
 
224
 
 
200
 
Total interest income
 
 
32,499
 
 
27,743
 
 
92,356
 
 
79,968
 
Interest expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
 
3,131
 
 
3,079
 
 
8,628
 
 
9,229
 
Borrowed funds
 
 
403
 
 
616
 
 
1,381
 
 
2,048
 
Total interest expense
 
 
3,534
 
 
3,695
 
 
10,009
 
 
11,277
 
Net interest income
 
 
28,965
 
 
24,048
 
 
82,347
 
 
68,691
 
Provision for loan losses
 
 
3,034
 
 
1,185
 
 
10,652
 
 
6,651
 
Net interest income after provision for loan losses
 
 
25,931
 
 
22,863
 
 
71,695
 
 
62,040
 
Noninterest income:
 
 
 
 
 
 
 
 
 
 
 
 
 
Service charges on deposit accounts
 
 
823
 
 
666
 
 
2,391
 
 
1,986
 
Mortgage banking
 
 
402
 
 
865
 
 
2,154
 
 
2,701
 
Securities gains
 
 
-
 
 
-
 
 
131
 
 
-
 
Increase in cash surrender value life insurance
 
 
491
 
 
386
 
 
1,446
 
 
1,161
 
Other operating income
 
 
553
 
 
443
 
 
1,517
 
 
1,209
 
Total noninterest income
 
 
2,269
 
 
2,360
 
 
7,639
 
 
7,057
 
Noninterest expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
 
 
7,048
 
 
5,697
 
 
19,783
 
 
16,110
 
Equipment and occupancy expense
 
 
1,272
 
 
988
 
 
3,852
 
 
2,884
 
Professional services
 
 
443
 
 
322
 
 
1,329
 
 
960
 
FDIC and other regulatory assessments
 
 
405
 
 
409
 
 
1,263
 
 
1,155
 
OREO expense
 
 
357
 
 
1,159
 
 
951
 
 
1,832
 
Other operating expenses
 
 
2,542
 
 
2,696
 
 
8,013
 
 
7,256
 
Total noninterest expenses
 
 
12,067
 
 
11,271
 
 
35,191
 
 
30,197
 
Income before income taxes
 
 
16,133
 
 
13,952
 
 
44,143
 
 
38,900
 
Provision for income taxes
 
 
5,321
 
 
4,650
 
 
14,394
 
 
13,011
 
Net income
 
 
10,812
 
 
9,302
 
 
29,749
 
 
25,889
 
Preferred stock dividends
 
 
100
 
 
100
 
 
300
 
 
300
 
Net income available to common stockholders
 
$
10,712
 
$
9,202
 
$
29,449
 
$
25,589
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per common share
 
$
1.53
 
$
1.53
 
$
4.35
 
$
4.28
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted earnings per common share
 
$
1.46
 
$
1.35
 
$
4.10
 
$
3.75
 
 
See Notes to Consolidated Financial Statements.
 
 
4

 
SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
(Unaudited)
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
September 30,
 
September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
Net income
 
$
10,812
 
$
9,302
 
$
29,749
 
$
25,889
 
Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
 
 
 
 
 
 
Unrealized holding gains (losses) arising during
    period from securities available for sale, net of tax
    of $199 and $(1,458) for the three and nine months
    ended September 30, 2013, respectively, and $348
    and $525 for the three and nine months ended
    September 30, 2012, respectively
 
 
369
 
 
646
 
 
(2,708)
 
 
1,316
 
Reclassification adjustment for net gains on sale of
    securities in net income, net of tax of $46 for the
    nine months ended September 30, 2013
 
 
-
 
 
-
 
 
(85)
 
 
-
 
Other comprehensive income (loss), net of tax
 
 
369
 
 
646
 
 
(2,793)
 
 
1,316
 
Comprehensive income
 
$
11,181
 
$
9,948
 
$
26,956
 
$
27,205
 
 
See Notes to Consolidated Financial Statements.
 
 
5

 
SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(In thousands, except share amounts)
(Unaudited)
 
 
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid-in Capital
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Total
Stockholders'
Equity
 
Balance, December 31, 2012
 
$
39,958
 
$
6
 
$
93,505
 
$
92,492
 
$
7,296
 
$
233,257
 
Dividends paid
 
 
-
 
 
-
 
 
-
 
 
(12)
 
 
-
 
 
(12)
 
Dividends declared
 
 
-
 
 
-
 
 
-
 
 
(3,538)
 
 
-
 
 
(3,538)
 
Preferred dividends paid
 
 
-
 
 
-
 
 
-
 
 
(300)
 
 
-
 
 
(300)
 
Exercise 113,500 stock options and
    warrants, including tax benefit of $243
 
 
-
 
 
-
 
 
2,632
 
 
-
 
 
-
 
 
2,632
 
Issuance of 600,000 shares upon mandatory
    conversion of subordinated mandatorily
    convertible debentures
 
 
-
 
 
1
 
 
14,999
 
 
-
 
 
-
 
 
15,000
 
Common stock issued
 
 
-
 
 
-
 
 
1,416
 
 
-
 
 
-
 
 
1,416
 
Other comprehensive income
 
 
-
 
 
-
 
 
-
 
 
-
 
 
(2,793)
 
 
(2,793)
 
Stock-based compensation expense
 
 
-
 
 
-
 
 
889
 
 
-
 
 
-
 
 
889
 
Net income
 
 
-
 
 
-
 
 
-
 
 
29,749
 
 
-
 
 
29,749
 
Balance, September 30, 2013
 
 
39,958
 
 
7
 
 
113,441
 
 
118,391
 
 
4,503
 
 
276,300
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, December 31, 2011
 
 
39,958
 
 
6
 
 
87,805
 
 
61,581
 
 
6,942
 
 
196,292
 
Preferred dividends paid
 
 
-
 
 
-
 
 
-
 
 
(300)
 
 
-
 
 
(300)
 
Exercise 74,036 stock options and
    warrants, including tax benefit of $127
 
 
-
 
 
-
 
 
1,021
 
 
-
 
 
-
 
 
1,021
 
Other comprehensive income
 
 
-
 
 
-
 
 
-
 
 
-
 
 
1,316
 
 
1,316
 
Stock-based compensation expense
 
 
-
 
 
-
 
 
788
 
 
-
 
 
-
 
 
788
 
Net income
 
 
-
 
 
-
 
 
-
 
 
25,889
 
 
-
 
 
25,889
 
Balance, September 30, 2012
 
 
39,958
 
 
6
 
 
89,614
 
 
87,170
 
 
8,258
 
 
225,006
 
 
See Notes to Consolidated Financial Statements.
 
 
6

 
SERVISFIRST BANCSHARES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2013 AND 2012
(In thousands) (Unaudited)
 
 
 
2013
 
2012
 
OPERATING ACTIVITIES
 
 
 
 
 
 
 
Net income
 
$
29,749
 
$
25,889
 
Adjustments to reconcile net income to net cash provided by
 
 
 
 
 
 
 
Deferred tax benefit
 
 
(270)
 
 
(1,602)
 
Provision for loan losses
 
 
10,652
 
 
6,651
 
Depreciation and amortization
 
 
1,356
 
 
911
 
Net amortization of investments
 
 
712
 
 
789
 
Market value adjustment of interest rate cap
 
 
-
 
 
9
 
Increase in accrued interest and dividends receivable
 
 
(446)
 
 
(996)
 
Stock-based compensation expense
 
 
889
 
 
788
 
Increase (decrease) in accrued interest payable
 
 
73
 
 
(78)
 
Proceeds from sale of mortgage loans held for sale
 
 
159,266
 
 
176,753
 
Originations of mortgage loans held for sale
 
 
(143,523)
 
 
(184,706)
 
Gain on sale of securities available for sale
 
 
(131)
 
 
-
 
Gain on sale of mortgage loans held for sale
 
 
(2,199)
 
 
(2,746)
 
Net loss on sale of other real estate owned
 
 
135
 
 
88
 
Write down of other real estate owned
 
 
402
 
 
1,424
 
Decrease in special prepaid FDIC insurance assessments
 
 
2,498
 
 
972
 
Increase in cash surrender value of life insurance contracts
 
 
(1,446)
 
 
(1,161)
 
Excess tax benefits from exercise of warrants
 
 
(248)
 
 
-
 
Net change in other assets, liabilities, and other
    operating activities
 
 
(3,186)
 
 
(401)
 
Net cash provided by operating activities
 
 
54,283
 
 
22,584
 
INVESTMENT ACTIVITIES
 
 
 
 
 
 
 
Purchase of securities available for sale
 
 
(66,120)
 
 
(34,040)
 
Proceeds from maturities, calls and paydowns of securities
    available for sale
 
 
38,734
 
 
92,021
 
Purchase of securities held to maturity
 
 
(10,668)
 
 
(6,005)
 
Proceeds from maturities, calls and paydowns of securities
    held to maturity
 
 
3,505
 
 
423
 
Increase in loans
 
 
(386,247)
 
 
(335,877)
 
Purchase of premises and equipment
 
 
(1,027)
 
 
(2,195)
 
Purchase of restricted equity securities
 
 
-
 
 
(787)
 
Purchase of bank-owned life insurance contracts
 
 
(10,000)
 
 
-
 
Proceeds from sale of restricted equity securities
 
 
203
 
 
347
 
Proceeds from sale of other real estate owned and repossessions
 
 
5,258
 
 
2,534
 
Investment in tax credit partnerships
 
 
(7,907)
 
 
-
 
Net cash used in investing activities
 
 
(434,269)
 
 
(283,579)
 
FINANCING ACTIVITIES
 
 
 
 
 
 
 
Net increase in noninterest-bearing deposits
 
 
89,979
 
 
94,152
 
Net increase in interest-bearing deposits
 
 
317,666
 
 
171,482
 
Net increase in federal funds purchased
 
 
53,025
 
 
12,052
 
Proceeds from sale of common stock, net
 
 
1,416
 
 
-
 
Proceeds from exercise of stock options and warrants
 
 
2,632
 
 
1,021
 
Excess tax benefits from exercise of warrants
 
 
248
 
 
-
 
Repayment of other borrowings
 
 
-
 
 
(5,000)
 
Dividends paid on common stock
 
 
(12)
 
 
-
 
Dividends paid on preferred stock
 
 
(300)
 
 
(300)
 
Net cash provided by financing activities
 
 
464,654
 
 
273,407
 
Net increase in cash and cash equivalents
 
 
84,668
 
 
12,412
 
Cash and cash equivalents at beginning of year
 
 
180,745
 
 
242,933
 
Cash and cash equivalents at end of year
 
$
265,413
 
$
255,345
 
SUPPLEMENTAL DISCLOSURE
 
 
 
 
 
 
 
Cash paid for:
 
 
 
 
 
 
 
Interest
 
$
9,936
 
$
11,355
 
Income taxes
 
 
15,488
 
 
12,203
 
NONCASH TRANSACTIONS
 
 
 
 
 
 
 
Conversion of mandatorily convertible subordinated debentures
 
$
15,000
 
$
-
 
Transfers of loans from held for sale to held for investment
 
 
690
 
 
-
 
Other real estate acquired in settlement of loans
 
 
10,163
 
 
1,436
 
Internally financed sales of other real estate owned
 
 
-
 
$
24
 
Dividends declared
 
 
3,538
 
 
-
 
 
See Notes to Consolidated Financial Statements.
 
 
7

 
SERVISFIRST BANCSHARES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2013
(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, 2012.
 
All reported amounts are in thousands except share and per share data.

NOTE 2 - CASH AND CASH EQUIVALENTS
 
Cash on hand, cash items in process of collection, amounts due from banks, and federal funds sold are included in cash and cash equivalents.
 

NOTE 3 - EARNINGS PER COMMON SHARE
 
Basic earnings per common share are computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options and warrants.
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
2013
 
2012
 
2013
 
2012
 
 
 
(In Thousands, Except Shares and Per Share Data)
 
Earnings per common share
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 
7,019,069
 
 
6,005,242
 
 
6,768,678
 
 
5,977,590
 
Net income available to common stockholders
 
$
10,712
 
$
9,202
 
$
29,449
 
$
25,589
 
Basic earnings per common share
 
$
1.53
 
$
1.53
 
$
4.35
 
$
4.28
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding
 
 
7,019,069
 
 
6,005,242
 
 
6,768,678
 
 
5,977,590
 
Dilutive effects of assumed conversions and
    exercise of stock options and warrants
 
 
302,842
 
 
942,187
 
 
437,840
 
 
954,088
 
Weighted average common and dilutive potential
    common shares outstanding
 
 
7,321,911
 
 
6,947,429
 
 
7,206,518
 
 
6,931,678
 
Net income available to common stockholders
 
$
10,712
 
$
9,202
 
$
29,449
 
$
25,589
 
Effect of interest expense on convertible debt, net of tax and
    discretionary expenditures related to conversion
 
 
-
 
 
143
 
 
-
 
 
426
 
Net income available to common stockholders, adjusted
    for effect of debt conversion
 
$
10,712
 
$
9,345
 
$
29,449
 
$
26,015
 
Diluted earnings per common share
 
$
1.46
 
$
1.35
 
$
4.10
 
$
3.75
 
 
 
8

 
NOTE 4 - SECURITIES
 
The amortized cost and fair value of available-for-sale and held-to-maturity securities at September 30, 2013 and December 31, 2012 are summarized as follows:
 
 
 
 
 
 
Gross
 
Gross
 
 
 
 
 
 
Amortized
 
Unrealized
 
Unrealized
 
Market
 
 
 
Cost
 
Gain
 
Loss
 
Value
 
 
 
(In Thousands)
 
September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities Available for Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and government sponsored agencies
 
$
27,762
 
$
844
 
$
-
 
$
28,606
 
Mortgage-backed securities
 
 
82,347
 
 
3,130
 
 
(67)
 
 
85,410
 
State and municipal securities
 
 
123,631
 
 
3,639
 
 
(725)
 
 
126,545
 
Corporate debt
 
 
15,717
 
 
132
 
 
(25)
 
 
15,824
 
Total
 
 
249,457
 
 
7,745
 
 
(817)
 
 
256,385
 
Securities Held to Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
 
27,587
 
 
369
 
 
(1,073)
 
 
26,883
 
State and municipal securities
 
 
5,543
 
 
245
 
 
-
 
 
5,788
 
Total
 
$
33,130
 
$
614
 
$
(1,073)
 
$
32,671
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
Securities Available for Sale
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and government sponsored agencies
 
$
27,360
 
$
1,026
 
$
-
 
$
28,386
 
Mortgage-backed securities
 
 
69,298
 
 
4,168
 
 
-
 
 
73,466
 
State and municipal securities
 
 
112,319
 
 
5,941
 
 
(83)
 
 
118,177
 
Corporate debt
 
 
13,677
 
 
210
 
 
(39)
 
 
13,848
 
Total
 
 
222,654
 
 
11,345
 
 
(122)
 
 
233,877
 
Securities Held to Maturity
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
 
20,429
 
 
768
 
 
(40)
 
 
21,157
 
State and municipal securities
 
 
5,538
 
 
655
 
 
-
 
 
6,193
 
Total
 
$
25,967
 
$
1,423
 
$
(40)
 
$
27,350
 
 
 
9

 
All mortgage-backed securities are with government-sponsored enterprises (GSEs) such as Federal National Mortgage Association, Government National Mortgage Association, Federal Home Loan Bank, and Federal Home Loan Mortgage Corporation.
 
The following table identifies, as of September 30, 2013 and December 31, 2012, the Company’s investment securities that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months. At September 30, 2013, one of the Company’s 647 debt securities had been in an unrealized loss position for 12 or more months. The Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell the securities before recovery of their amortized cost, which may be maturity; accordingly, the Company does not consider these securities to be other-than-temporarily impaired at September 30, 2013. Further, the Company believes any deterioration in value of its current investment securities is attributable to changes in market interest rates and not credit quality of the issuer.
 
 
 
Less Than Twelve Months
 
Twelve Months or More
 
Total
 
 
 
Gross
 
 
 
 
Gross
 
 
 
 
Gross
 
 
 
 
 
 
Unrealized
 
 
 
 
Unrealized
 
 
 
 
Unrealized
 
 
 
 
 
 
Losses
 
Fair Value
 
Losses
 
Fair Value
 
Losses
 
Fair Value
 
 
 
(In Thousands)
 
September 30, 2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and government
    sponsored agencies
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
Mortgage-backed securities
 
 
(1,140)
 
 
25,668
 
 
-
 
 
-
 
 
(1,140)
 
 
25,668
 
State and municipal securities
 
 
(723)
 
 
32,803
 
 
(2)
 
 
175
 
 
(725)
 
 
32,978
 
Corporate debt
 
 
(25)
 
 
5,959
 
 
-
 
 
-
 
 
(25)
 
 
5,959
 
Total
 
$
(1,888)
 
$
64,430
 
$
(2)
 
$
175
 
$
(1,890)
 
$
64,605
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and government
    sponsored agencies
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
$
-
 
Mortgage-backed securities
 
 
(40)
 
 
4,439
 
 
-
 
 
-
 
 
(40)
 
 
4,439
 
State and municipal securities
 
 
(83)
 
 
8,801
 
 
-
 
 
166
 
 
(83)
 
 
8,967
 
Corporate debt
 
 
(39)
 
 
4,882
 
 
-
 
 
-
 
 
(39)
 
 
4,882
 
Total
 
$
(162)
 
$
18,122
 
$
-
 
$
166
 
$
(162)
 
$
18,288
 

NOTE 5 – LOANS
 
The following table details the company’s loans at September 30, 2013 and December 31, 2012:
 
 
 
September 30,
 
 
December 31,
 
 
 
2013
 
 
2012
 
 
 
(Dollars In Thousands)
 
Commercial, financial and agricultural
 
$
1,222,953
 
 
$
1,030,990
 
Real estate - construction
 
 
156,595
 
 
 
158,361
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
667,401
 
 
 
568,041
 
1-4 family mortgage
 
 
262,144
 
 
 
235,909
 
Other mortgage
 
 
379,490
 
 
 
323,599
 
Subtotal: Real estate - mortgage
 
 
1,309,035
 
 
 
1,127,549
 
Consumer
 
 
43,390
 
 
 
46,282
 
Total Loans
 
 
2,731,973
 
 
 
2,363,182
 
Less: Allowance for loan losses
 
 
(28,927)
 
 
 
(26,258)
 
Net Loans
 
$
2,703,046
 
 
$
2,336,924
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
 
 
44.76
%
 
 
43.63
%
Real estate - construction
 
 
5.73
%
 
 
6.70
%
Real estate - mortgage:
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
24.43
%
 
 
24.04
%
1-4 family mortgage
 
 
9.60
%
 
 
9.98
%
Other mortgage
 
 
13.89
%
 
 
13.69
%
Subtotal: Real estate - mortgage
 
 
47.92
%
 
 
47.71
%
Consumer
 
 
1.59
%
 
 
1.96
%
Total Loans
 
 
100.00
%
 
 
100.00
%
 
 
10

 
The credit quality of the loan portfolio is summarized no less frequently than quarterly using categories similar to the standard asset classification system used by the federal banking agencies. The following table presents credit quality indicators for the loan loss portfolio segments and classes. These categories are utilized to develop the associated allowance for loan losses using historical losses adjusted for current economic conditions defined as follows:
 
 
·
Pass – loans which are well protected by the current net worth and paying capacity of the obligor (or obligors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral.
 
 
 
 
·
Special Mention – loans with potential weakness that may, if not reversed or corrected, weaken the credit or inadequately protect the Company’s position at some future date. These loans are not adversely classified and do not expose an institution to sufficient risk to warrant an adverse classification.
 
 
 
 
·
Substandard – loans that exhibit well-defined weakness or weaknesses that 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.
 
Loans by credit quality indicator as of September 30, 2013 and December 31, 2012 were as follows:
 
 
 
 
 
 
Special
 
 
 
 
 
 
 
 
 
 
September 30, 2013
 
Pass
 
Mention
 
Substandard
 
Doubtful
 
Total
 
 
 
(In Thousands)
 
Commercial, financial
    and agricultural
 
$
1,183,674
 
$
33,412
 
$
5,867
 
$
-
 
$
1,222,953
 
Real estate - construction
 
 
142,093
 
 
3,492
 
 
11,010
 
 
-
 
 
156,595
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied
    commercial
 
 
653,524
 
 
9,463
 
 
4,414
 
 
-
 
 
667,401
 
1-4 family mortgage
 
 
248,425
 
 
1,393
 
 
12,326
 
 
-
 
 
262,144
 
Other mortgage
 
 
365,911
 
 
9,788
 
 
3,791
 
 
-
 
 
379,490
 
Total real estate mortgage
 
 
1,267,860
 
 
20,644
 
 
20,531
 
 
-
 
 
1,309,035
 
Consumer
 
 
42,615
 
 
51
 
 
724
 
 
-
 
 
43,390
 
Total
 
$
2,636,242
 
$
57,599
 
$
38,132
 
$
-
 
$
2,731,973
 
 
 
11

 
 
 
 
 
 
Special
 
 
 
 
 
 
 
 
 
 
December 31, 2012
 
Pass
 
Mention
 
Substandard
 
Doubtful
 
Total
 
 
 
(In Thousands)
 
Commercial, financial
    and agricultural
 
$
1,004,043
 
$
19,172
 
$
7,775
 
$
-
 
$
1,030,990
 
Real estate - construction
 
 
121,168
 
 
22,771
 
 
14,422
 
 
-
 
 
158,361
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied
    commercial
 
 
555,536
 
 
4,142
 
 
8,363
 
 
-
 
 
568,041
 
1-4 family mortgage
 
 
223,152
 
 
6,379
 
 
6,378
 
 
-
 
 
235,909
 
Other mortgage
 
 
312,473
 
 
6,674
 
 
4,452
 
 
-
 
 
323,599
 
Total real estate mortgage
 
 
1,091,161
 
 
17,195
 
 
19,193
 
 
-
 
 
1,127,549
 
Consumer
 
 
46,076
 
 
71
 
 
135
 
 
-
 
 
46,282
 
Total
 
$
2,262,448
 
$
59,209
 
$
41,525
 
$
-
 
$
2,363,182
 
 
  Loans by performance status as of September 30, 2013 and December 31, 2012 were as follows:
 
September 30, 2013
 
Performing
 
Nonperforming
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In Thousands)
 
Commercial, financial
    and agricultural
 
$
1,222,110
 
$
843
 
$
1,222,953
 
Real estate - construction
 
 
152,037
 
 
4,558
 
 
156,595
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
Owner-occupied
    commercial
 
 
663,709
 
 
3,692
 
 
667,401
 
1-4 family mortgage
 
 
262,144
 
 
-
 
 
262,144
 
Other mortgage
 
 
379,253
 
 
237
 
 
379,490
 
Total real estate mortgage
 
 
1,305,106
 
 
3,929
 
 
1,309,035
 
Consumer
 
 
43,324
 
 
66
 
 
43,390
 
Total
 
$
2,722,577
 
$
9,396
 
$
2,731,973
 
 
December 31, 2012
 
Performing
 
Nonperforming
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
(In Thousands)
 
Commercial, financial
    and agricultural
 
$
1,030,714
 
$
276
 
$
1,030,990
 
Real estate - construction
 
 
151,901
 
 
6,460
 
 
158,361
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
Owner-occupied
    commercial
 
 
565,255
 
 
2,786
 
 
568,041
 
1-4 family mortgage
 
 
235,456
 
 
453
 
 
235,909
 
Other mortgage
 
 
323,359
 
 
240
 
 
323,599
 
Total real estate mortgage
 
 
1,124,070
 
 
3,479
 
 
1,127,549
 
Consumer
 
 
46,139
 
 
143
 
 
46,282
 
Total
 
$
2,352,824
 
$
10,358
 
$
2,363,182
 
 
 
12

 
Loans by past due status as of September 30, 2013 and December 31, 2012 were as follows:
 
September 30, 2013
 
Past Due Status (Accruing Loans)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Past
 
 
 
 
 
 
 
 
 
 
 
 
30-59 Days
 
60-89 Days
 
90+ Days
 
Due
 
Non-Accrual
 
Current
 
Total Loans
 
 
 
(In Thousands)
 
Commercial, financial
    and agricultural
 
$
82
 
$
971
 
$
-
 
$
1,053
 
$
843
 
$
1,221,057
 
$
1,222,953
 
Real estate - construction
 
 
-
 
 
1,510
 
 
-
 
 
1,510
 
 
4,558
 
 
150,527
 
 
156,595
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied
    commercial
 
 
-
 
 
-
 
 
-
 
 
-
 
 
3,692
 
 
663,709
 
 
667,401
 
1-4 family mortgage
 
 
349
 
 
5,148
 
 
-
 
 
5,497
 
 
-
 
 
256,647
 
 
262,144
 
Other mortgage
 
 
-
 
 
-
 
 
-
 
 
-
 
 
237
 
 
379,253
 
 
379,490
 
Total real estate -
    mortgage
 
 
349
 
 
5,148
 
 
-
 
 
5,497
 
 
3,929
 
 
1,299,609
 
 
1,309,035
 
Consumer
 
 
56
 
 
-
 
 
-
 
 
56
 
 
66
 
 
43,268
 
 
43,390
 
Total
 
$
487
 
$
7,629
 
$
-
 
$
8,116
 
$
9,396
 
$
2,714,461
 
$
2,731,973
 
 
December 31, 2012
 
Past Due Status (Accruing Loans)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Past
 
 
 
 
 
 
 
 
 
 
 
 
30-59 Days
 
60-89 Days
 
90+ Days
 
Due
 
Non-Accrual
 
Current
 
Total Loans
 
 
 
(In Thousands)
 
Commercial, financial
    and agricultural
 
$
1,699
 
$
385
 
$
-
 
$
2,084
 
$
276
 
$
1,028,630
 
$
1,030,990
 
Real estate - construction
 
 
-
 
 
-
 
 
-
 
 
-
 
 
6,460
 
 
151,901
 
 
158,361
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied
    commercial
 
 
1,480
 
 
10
 
 
-
 
 
1,490
 
 
2,786
 
 
563,765
 
 
568,041
 
1-4 family mortgage
 
 
420
 
 
16
 
 
-
 
 
436
 
 
453
 
 
235,020
 
 
235,909
 
Other mortgage
 
 
516
 
 
-
 
 
-
 
 
516
 
 
240
 
 
322,843
 
 
323,599
 
Total real estate -
    mortgage
 
 
2,416
 
 
26
 
 
-
 
 
2,442
 
 
3,479
 
 
1,121,628
 
 
1,127,549
 
Consumer
 
 
108
 
 
-
 
 
8
 
 
116
 
 
135
 
 
46,031
 
 
46,282
 
Total
 
$
4,223
 
$
411
 
$
8
 
$
4,642
 
$
10,350
 
$
2,348,190
 
$
2,363,182
 
 
The Company assesses the adequacy of its allowance for loan losses prior to the end of each calendar quarter. The level of the allowance is based on management’s evaluation of the loan portfolios, past loan loss experience, current asset quality trends, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay (including the timing of future payment), the estimated value of any underlying collateral, composition of the loan portfolio, economic conditions, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change. Loan losses are charged off when management believes that the full collectability of the loan is unlikely. A loan may be partially charged-off after a “confirming event” has occurred which serves to validate that full repayment pursuant to the terms of the loan is unlikely. Allocation of the allowance is made for specific loans, but the entire allowance is available for any loan that in management’s judgment deteriorates and is uncollectible. The portion of the reserve attributable to qualitative factors is management’s evaluation of potential future losses that would arise in the loan portfolio should management’s assumption about qualitative and environmental conditions materialize. This qualitative factor portion of the allowance for loan losses is based on management’s judgment regarding various external and internal factors including macroeconomic trends, management’s assessment of the Company’s loan growth prospects, and evaluations of internal risk controls.
 
 
13

 
The following table presents an analysis of the allowance for loan losses by portfolio segment as of September 30, 2013 and December 31, 2012. The total allowance for loan losses is disaggregated into those amounts associated with loans individually evaluated and those associated with loans collectively evaluated.

 
 
Commercial,
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
financial and
 
Real estate -
 
Real estate -
 
 
 
Qualitative
 
 
 
 
 
 
agricultural
 
construction
 
mortgage
 
Consumer
 
Factors
 
Total
 
 
 
(In Thousands)
 
 
 
Three Months Ended September 30, 2013
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2013
 
$
11,140
 
$
5,453
 
$
6,039
 
$
224
 
$
5,901
 
$
28,757
 
Charge-offs
 
 
(849)
 
 
(394)
 
 
(1,746)
 
 
(42)
 
 
-
 
 
(3,031)
 
Recoveries
 
 
13
 
 
124
 
 
24
 
 
6
 
 
-
 
 
167
 
Provision
 
 
739
 
 
307
 
 
1,078
 
 
563
 
 
347
 
 
3,034
 
Balance at September 30, 2013
 
$
11,043
 
$
5,490
 
$
5,395
 
$
751
 
$
6,248
 
$
28,927
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended September 30, 2012
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2012
 
$
6,511
 
$
7,582
 
$
3,640
 
$
285
 
$
5,221
 
$
23,239
 
Charge-offs
 
 
(349)
 
 
(16)
 
 
(30)
 
 
(79)
 
 
-
 
 
(474)
 
Recoveries
 
 
24
 
 
47
 
 
582
 
 
1
 
 
-
 
 
654
 
Provision
 
 
1,090
 
 
(1,560)
 
 
615
 
 
96
 
 
944
 
 
1,185
 
Balance at September 30, 2012
 
$
7,276
 
$
6,053
 
$
4,807
 
$
303
 
$
6,165
 
$
24,604
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2013
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2012
 
$
8,233
 
$
6,511
 
$
4,912
 
$
199
 
$
6,403
 
$
26,258
 
Charge-offs
 
 
(1,838)
 
 
(4,271)
 
 
(2,016)
 
 
(172)
 
 
-
 
 
(8,297)
 
Recoveries
 
 
50
 
 
226
 
 
28
 
 
10
 
 
-
 
 
314
 
Provision
 
 
4,598
 
 
3,024
 
 
2,471
 
 
714
 
 
(155)
 
 
10,652
 
Balance at September 30, 2013
 
$
11,043
 
$
5,490
 
$
5,395
 
$
751
 
$
6,248
 
$
28,927
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2012
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at December 31, 2011
 
$
6,627
 
$
6,542
 
$
3,295
 
$
531
 
$
5,035
 
$
22,030
 
Charge-offs
 
 
(898)
 
 
(2,935)
 
 
(311)
 
 
(707)
 
 
-
 
 
(4,851)
 
Recoveries
 
 
124
 
 
55
 
 
588
 
 
7
 
 
-
 
 
774
 
Provision
 
 
1,423
 
 
2,391
 
 
1,235
 
 
472
 
 
1,130
 
 
6,651
 
Balance at September 30, 2012
 
$
7,276
 
$
6,053
 
$
4,807
 
$
303
 
$
6,165
 
$
24,604
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of September 30, 2013
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually Evaluated for Impairment
 
$
1,817
 
$
1,363
 
$
1,576
 
$
592
 
$
-
 
$
5,348
 
Collectively Evaluated for Impairment
 
 
9,226
 
 
4,127
 
 
3,819
 
 
159
 
 
6,248
 
 
23,579
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance
 
$
1,222,953
 
$
156,595
 
$
1,309,035
 
$
43,390
 
$
-
 
$
2,731,973
 
Individually Evaluated for Impairment
 
 
4,048
 
 
11,010
 
 
20,475
 
 
608
 
 
-
 
 
36,141
 
Collectively Evaluated for Impairment
 
 
1,218,905
 
 
145,585
 
 
1,288,560
 
 
42,782
 
 
-
 
 
2,695,832
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2012
 
Allowance for loan losses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Individually Evaluated for Impairment
 
$
577
 
$
1,013
 
$
1,921
 
$
-
 
$
-
 
$
3,511
 
Collectively Evaluated for Impairment
 
 
7,656
 
 
5,498
 
 
2,991
 
 
199
 
 
6,403
 
 
22,747
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ending Balance
 
$
1,030,990
 
$
158,361
 
$
1,127,549
 
$
46,282
 
$
-
 
$
2,363,182
 
Individually Evaluated for Impairment
 
 
3,910
 
 
14,422
 
 
18,927
 
 
135
 
 
-
 
 
37,394
 
Collectively Evaluated for Impairment
 
 
1,027,080
 
 
143,939
 
 
1,108,622
 
 
46,147
 
 
-
 
 
2,325,788
 
 
 
14

 
The following table presents details of the Company’s impaired loans as of September 30, 2013 and December 31, 2012, respectively. Loans which have been fully charged off do not appear in the tables.
 
 
 
 
 
 
 
 
 
 
 
 
For the three months
 
For the nine months
 
 
 
 
 
 
 
 
 
 
 
 
ended September 30,
 
ended September 30,
 
 
 
September 30, 2013
 
2013
 
2013
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest
 
 
 
 
Interest
 
 
 
 
 
 
Unpaid
 
 
 
 
Average
 
Income
 
Average
 
Income
 
 
 
Recorded
 
Principal
 
Related
 
Recorded
 
Recognized
 
Recorded
 
Recognized
 
 
 
Investment
 
Balance
 
Allowance
 
Investment
 
in Period
 
Investment
 
in Period
 
 
 
(In Thousands)
 
With no allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and
    agricultural
 
$
856
 
$
876
 
$
-
 
$
875
 
$
11
 
$
875
 
$
33
 
Real estate - construction
 
 
5,217
 
 
6,135
 
 
-
 
 
4,847
 
 
35
 
 
4,201
 
 
113
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
2,792
 
 
2,918
 
 
-
 
 
2,884
 
 
8
 
 
2,923
 
 
51
 
1-4 family mortgage
 
 
1,349
 
 
1,349
 
 
-
 
 
1,350
 
 
15
 
 
1,352
 
 
45
 
Other mortgage
 
 
3,500
 
 
3,599
 
 
-
 
 
3,963
 
 
46
 
 
4,147
 
 
150
 
Total real estate - mortgage
 
 
7,641
 
 
7,866
 
 
-
 
 
8,197
 
 
69
 
 
8,422
 
 
246
 
Consumer
 
 
16
 
 
16
 
 
-
 
 
17
 
 
-
 
 
20
 
 
1
 
Total with no allowance recorded
 
 
13,730
 
 
14,893
 
 
-
 
 
13,936
 
 
115
 
 
13,518
 
 
393
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and
    agricultural
 
 
3,192
 
 
3,632
 
 
1,817
 
 
3,622
 
 
21
 
 
3,573
 
 
106
 
Real estate - construction
 
 
5,793
 
 
5,793
 
 
1,363
 
 
5,572
 
 
41
 
 
5,309
 
 
126
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
1,566
 
 
1,566
 
 
527
 
 
1,571
 
 
(16)
 
 
1,582
 
 
19
 
1-4 family mortgage
 
 
10,977
 
 
10,977
 
 
973
 
 
10,804
 
 
111
 
 
10,968
 
 
268
 
Other mortgage
 
 
291
 
 
291
 
 
76
 
 
293
 
 
5
 
 
298
 
 
15
 
Total real estate - mortgage
 
 
12,834
 
 
12,834
 
 
1,576
 
 
12,668
 
 
100
 
 
12,848
 
 
302
 
Consumer
 
 
592
 
 
592
 
 
592
 
 
593
 
 
8
 
 
698
 
 
30
 
Total with allowance recorded
 
 
22,411
 
 
22,851
 
 
5,348
 
 
22,455
 
 
170
 
 
22,428
 
 
564
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Impaired Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and
    agricultural
 
 
4,048
 
 
4,508
 
 
1,817
 
 
4,497
 
 
32
 
 
4,448
 
 
139
 
Real estate - construction
 
 
11,010
 
 
11,928
 
 
1,363
 
 
10,419
 
 
76
 
 
9,510
 
 
239
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
4,358
 
 
4,484
 
 
527
 
 
4,455
 
 
(8)
 
 
4,505
 
 
70
 
1-4 family mortgage
 
 
12,326
 
 
12,326
 
 
973
 
 
12,154
 
 
126
 
 
12,320
 
 
313
 
Other mortgage
 
 
3,791
 
 
3,890
 
 
76
 
 
4,256
 
 
51
 
 
4,445
 
 
165
 
Total real estate - mortgage
 
 
20,475
 
 
20,700
 
 
1,576
 
 
20,865
 
 
169
 
 
21,270
 
 
548
 
Consumer
 
 
608
 
 
608
 
 
592
 
 
610
 
 
8
 
 
718
 
 
31
 
Total impaired loans
 
$
36,141
 
$
37,744
 
$
5,348
 
$
36,391
 
$
285
 
$
35,946
 
$
957
 
 
 
15

 
 
 
December 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
Unpaid
 
 
 
 
Average
 
Interest Income
 
 
 
Recorded
 
Principal
 
Related
 
Recorded
 
Recognized in
 
 
 
Investment
 
Balance
 
Allowance
 
Investment
 
Period
 
 
 
(In Thousands)
 
With no allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
 
$
2,602
 
$
2,856
 
$
-
 
$
2,313
 
$
105
 
Real estate - construction
 
 
6,872
 
 
7,894
 
 
-
 
 
7,631
 
 
188
 
Owner-occupied commercial
 
 
5,111
 
 
5,361
 
 
-
 
 
5,411
 
 
145
 
1-4 family mortgage
 
 
2,166
 
 
2,388
 
 
-
 
 
2,177
 
 
108
 
Other mortgage
 
 
4,151
 
 
4,249
 
 
-
 
 
4,206
 
 
275
 
Total real estate - mortgage
 
 
11,428
 
 
11,998
 
 
-
 
 
11,794
 
 
528
 
Consumer
 
 
135
 
 
344
 
 
-
 
 
296
 
 
6
 
Total with no allowance recorded
 
 
21,037
 
 
23,092
 
 
-
 
 
22,034
 
 
827
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
 
 
1,308
 
 
1,308
 
 
577
 
 
1,325
 
 
90
 
Real estate - construction
 
 
7,550
 
 
8,137
 
 
1,013
 
 
6,961
 
 
154
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
3,195
 
 
3,195
 
 
779
 
 
3,277
 
 
77
 
1-4 family mortgage
 
 
4,002
 
 
4,002
 
 
1,007
 
 
4,001
 
 
139
 
Other mortgage
 
 
302
 
 
302
 
 
135
 
 
307
 
 
20
 
Total real estate - mortgage
 
 
7,499
 
 
7,499
 
 
1,921
 
 
7,585
 
 
236
 
Total with allowance recorded
 
 
16,357
 
 
16,944
 
 
3,511
 
 
15,871
 
 
480
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Impaired Loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
 
 
3,910
 
 
4,164
 
 
577
 
 
3,638
 
 
195
 
Real estate - construction
 
 
14,422
 
 
16,031
 
 
1,013
 
 
14,592
 
 
342
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
8,306
 
 
8,556
 
 
779
 
 
8,688
 
 
222
 
1-4 family mortgage
 
 
6,168
 
 
6,390
 
 
1,007
 
 
6,178
 
 
247
 
Other mortgage
 
 
4,453
 
 
4,551
 
 
135
 
 
4,513
 
 
295
 
Total real estate - mortgage
 
 
18,927
 
 
19,497
 
 
1,921
 
 
19,379
 
 
764
 
Consumer
 
 
135
 
 
344
 
 
-
 
 
296
 
 
6
 
Total impaired loans
 
$
37,394
 
$
40,036
 
$
3,511
 
$
37,905
 
$
1,307
 
 
Troubled Debt Restructurings (“TDR”) at September 30, 2013, December 31, 2012 and September 30, 2012 totaled $8.4 million, $12.3 million and $12.0 million, respectively. At September 30, 2013, the Company had a related allowance for loan losses of $0.8 million allocated to these TDRs, compared to $1.4 million at December 31, 2012 and $1.4 million at September 30, 2012. During the third quarter 2013, the Company had three TDR loans to one borrower in the amount of $3.1 million enter into payment default status. Two of these loans were fully charged-off and a partial charge-off was taken on the remaining loan for a total charge-off of $0.9 million, leaving a balance of $2.2 million on the TDR at September 30, 2013. All other loans classified as TDRs as of September 30, 2013 are performing as agreed under the terms of their restructured plans. The following table presents an analysis of TDRs as of September 30, 2013 and September 30, 2012.
   
 
 
September 30, 2013
 
September 30, 2012
 
 
 
 
 
Pre-
 
Post-
 
 
 
Pre-
 
Post-
 
 
 
 
 
Modification
 
Modification
 
 
 
Modification
 
Modification
 
 
 
 
 
Outstanding
 
Outstanding
 
 
 
Outstanding
 
Outstanding
 
 
 
Number of
 
Recorded
 
Recorded
 
Number of
 
Recorded
 
Recorded
 
 
 
Contracts
 
Investment
 
Investment
 
Contracts
 
Investment
 
Investment
 
 
 
(In Thousands)
 
Troubled Debt Restructurings
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
 
2
 
$
1,017
 
$
1,017
 
2
 
$
1,216
 
$
1,216
 
Real estate - construction
 
-
 
 
-
 
 
-
 
15
 
 
2,899
 
 
2,899
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
1
 
 
3,121
 
 
2,200
 
6
 
 
5,907
 
 
5,907
 
1-4 family mortgage
 
1
 
 
4,925
 
 
4,925
 
5
 
 
1,709
 
 
1,709
 
Other mortgage
 
1
 
 
291
 
 
291
 
1
 
 
304
 
 
304
 
Total real estate - mortgage
 
3
 
 
8,337
 
 
7,416
 
12
 
 
7,920
 
 
7,920
 
Consumer
 
-
 
 
-
 
 
-
 
-
 
 
-
 
 
-
 
 
 
5
 
$
9,354
 
$
8,433
 
29
 
$
12,035
 
$
12,035
 
 
 
16

 
 
Number of
 
Recorded
 
 
 
 
Number of
 
Recorded
 
 
Contracts
 
Investment
 
 
 
 
Contracts
 
Investment
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Troubled Debt Restructurings
 
 
 
 
 
 
 
 
 
 
 
 
 
That Subsequently Defaulted
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
-
 
$
-
 
 
 
 
-
 
$
-
 
Real estate - construction
-
 
 
-
 
 
 
 
-
 
 
-
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
1
 
 
2,200
 
 
 
 
-
 
 
-
 
1-4 family mortgage
-
 
 
-
 
 
 
 
-
 
 
-
 
Other mortgage
-
 
 
-
 
 
 
 
-
 
 
-
 
Total real estate - mortgage
1
 
 
2,200
 
 
 
 
-
 
 
-
 
Consumer
-
 
 
-
 
 
 
 
-
 
 
-
 
 
1
 
$
2,200
 
 
 
 
-
 
$
-
 

NOTE 6 - EMPLOYEE AND DIRECTOR BENEFITS
 
Stock Options
 
At September 30, 2013, the Company had stock-based compensation plans, as described below. The compensation cost that has been charged to earnings for the plans was approximately $308,000 and $889,000 for the three and nine months ended September 30, 2013 and $266,000 and $788,000 for the three and nine months ended September 30, 2012.
 
The Company’s 2005 Amended and Restated Stock Option Plan allows for the grant of stock options to purchase up to 1,025,000 shares of the Company’s common stock. The Company’s 2009 Stock Incentive Plan authorizes the grant of up to 425,000 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 awards are generally granted with an exercise price equal to the estimated 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 has granted non-plan options to certain persons representing key business relationships to purchase up to an aggregate amount of 55,000 shares of the Company’s common stock at prices between $15.00 and $20.00 per share with a term of ten years. These options are non-qualified and not part of either plan.
 
The Company estimates the fair value of each stock option award using a Black-Scholes-Merton valuation model that uses the assumptions noted in the following table. Expected 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.
 
 
 
2013
 
2012
 
Expected volatility
 
18.50
%
19.88
%
Expected term (in years)
 
7.5 years
 
6 years
 
Risk-free rate
 
1.39
%
1.03
%
 
The weighted average grant-date fair value of options granted during the nine months ended September 30, 2013 and September 30, 2012 was $8.03 and $6.52, respectively.
 
The following table summarizes stock option activity during the nine months ended September 30, 2013 and September 30, 2012:
 
 
 
 
 
 
 
 
Weighted
 
 
 
 
 
 
 
 
 
Weighted
 
Average
 
 
 
 
 
 
 
 
 
Average
 
Remaining
 
 
Aggregate
 
 
 
 
 
 
Exercise
 
Contractual
 
 
Intrinsic
 
 
 
Shares
 
 
Price
 
Term (years)
 
 
Value
 
 
 
 
 
 
 
 
 
 
 
 
(In Thousands)
 
Nine Months Ended September 30, 2013:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at January 1, 2013
 
816,500
 
$
 
20.87
 
 
5.8
 
$
 
9,905
 
Granted
 
25,000
 
 
 
33.00
 
 
9.5
 
 
 
 
 
Exercised
 
(43,000)
 
 
 
14.42
 
 
2.8
 
 
 
1,054
 
Forfeited
 
(3,000)
 
 
 
20.00
 
 
4.2
 
 
 
65
 
Outstanding at September 30, 2013
 
795,500
 
 
 
21.60
 
 
5.3
 
$
 
15,828
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercisable at September 30, 2013
 
517,744
 
$
 
15.30
 
 
3.1
 
$
 
13,563
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30, 2012:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Outstanding at January 1, 2012
 
1,073,800
 
$
 
18.33
 
 
6.0
 
$
 
12,508
 
Granted
 
41,500
 
 
 
30.00
 
 
9.5
 
 
 
 
 
Exercised
 
(54,036)
 
 
 
11.07
 
 
3.3
 
 
 
1,023
 
Forfeited
 
(12,500)
 
 
 
25.60
 
 
5.6
 
 
 
55
 
Outstanding at September 30, 2012
 
1,048,764
 
 
 
19.11
 
 
5.8
 
$
 
11,440
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Exercisable at September 30, 2012
 
443,589
 
$
 
13.40
 
 
3.7
 
$
 
7,363
 
 
 
17

 
As of September 30, 2013, there was $1,448,000 of total unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized on the straight-line method over the next 1.4 years.
 
Restricted Stock
 
The Company has awarded 71,000 shares of restricted stock, of which 16,000 shares are vested. The value of restricted stock awards is determined to be the current value of the Company’s stock at the grant date, and this total value will be recognized as compensation expense over the vesting period, which is five years from the date of grant. As of September 30, 2013, there was $1,288,000 of total unrecognized compensation cost related to non-vested restricted stock. The cost is expected to be recognized evenly over the remaining 3.4 years of the restricted stock’s vesting period.

NOTE 7 - DERIVATIVES
 
During 2008, the Company entered into an interest rate swap (“swap”) to facilitate the financing needs of a single customer. Upon entering into the swap, the Company entered into an offsetting position with a regional correspondent bank in order to minimize the risk to the Company. As of September 30, 2013, the notional amount of the swap with this customer was approximately $4.5 million while the notional amount of the swap with the correspondent bank was also approximately $4.5 million. The swap qualifies as a derivative, but is not designated as a hedging instrument. The Company has recorded the value of the swap at $194,000 in offsetting entries in other assets and other liabilities.
 
The Company has entered into agreements with secondary market investors to deliver loans on a “best efforts delivery” basis. When a rate is committed to a borrower, it is based on the best price that day and locked with the investor for the customer for a 30-day period. In the event the loan is not delivered to the investor, the Company has no risk or exposure with the investor. The interest rate lock commitments related to loans that are originated for later sale are classified as derivatives. The fair values of the Company’s agreements with investors and rate lock commitments to customers as of September 30, 2013 and December 31, 2012 were not material.

NOTE 8 – RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS
 
In December 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-11, Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities, which amended disclosures by requiring improved information about financial instruments and derivative instruments that are either offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the balance sheet. Reporting entities are required to provide both net and gross information for these assets and liabilities in order to enhance comparability between those entities that prepare their financial statements on the basis of international financial reporting standards (“IFRS”). Companies were required to apply the amendments for fiscal years beginning on or after January 1, 2013, and interim periods within those years. The Company has adopted this update, but such adoption had no impact on its financial position or results of operations.
 
 
18

 
In February 2013, the FASB issued ASU No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, which requires a reporting entity to provide information about the amounts reclassified out of accumulated comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional details about those amounts. Companies were required to apply these amendments prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company has adopted this update, but such adoption had no impact on its financial position or results of operations.
 
In July 2013, the FASB issued ASU No. 2013-10, Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes, which permits the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to the U.S. Treasury and London Interbank Offered Rate.  The ASU also amends previous rules by removing the restriction on using different benchmark rates for similar hedges.  The amendments apply to all entities that elect to apply hedge accounting of the benchmark interest rate.  The amendments in this ASU were effective for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013.  The Company has adopted this update, but such adoption had no impact on its financial position or results of operations.

NOTE 9 - RECENT ACCOUNTING PRONOUNCEMENTS
 
In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation is Fixed at the Reporting Date, which provides guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation is fixed at the reporting date. The amendments in this ASU are effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. The Company will evaluate these amendments but does not believe they will have an impact on its financial position or results of operations.
 
In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists, which provides that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. The amendments in this ASU are effective for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. Early adoption and retrospective application is permitted. The Company will evaluate these amendments but does not believe they will have an impact on its financial position or results of operations.

NOTE 10 - FAIR VALUE MEASUREMENT
 
Measurement of fair value under U.S. GAAP establishes a hierarchy that prioritizes observable and unobservable inputs used to measure fair value, as of the measurement date, into three broad levels, which are described below:
 
Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.
Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.
 
In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and also considers counterparty credit risk in its assessment of fair value.
 
Securities. Where quoted prices are available in an active market, securities are classified within Level 1 of the hierarchy. Level 1 securities include highly liquid government securities such as U.S. Treasuries and exchange-traded equity securities. For securities traded in secondary markets for which quoted market prices are not available, the Company generally relies on prices obtained from independent vendors. Securities measured with these techniques are classified within Level 2 of the hierarchy and often involve using quoted market prices for similar securities, pricing models or discounted cash flow calculations using inputs observable in the market where available. Examples include U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. In cases where Level 1 or Level 2 inputs are not available, securities are classified in Level 3 of the hierarchy.
 
 
19

 
Interest Rate Swap Agreements. The fair value is estimated by a third party using inputs that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the hierarchy. These fair value estimations include primarily market observable inputs such as yield curves and option volatilities, and include the value associated with counterparty credit risk.
 
Impaired Loans. Impaired loans are measured and reported at fair value when full payment under the loan terms is not probable. Impaired loans are carried at the present value of expected future cash flows using the loan’s existing rate in a discounted cash flow calculation, or the fair value of the collateral if the loan is collateral-dependent. Expected cash flows are based on internal inputs reflecting expected default rates on contractual cash flows. This method of estimating fair value does not incorporate the exit-price concept of fair value described in Accounting Standards Codification (“ASC”) 820-10 and would generally result in a higher value than the exit-price approach. For loans measured using the estimated fair value of collateral less costs to sell, fair value is generally determined based on appraisals performed by certified and licensed appraisers using inputs such as absorption rates, capitalization rates, and market comparables, adjusted for estimated costs to sell. Management modifies the appraised values, if needed, to take into account recent developments in the market or other factors, such as changes in absorption rates or market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition. Such modifications to the appraised values could result in lower valuations of such collateral. Estimated costs to sell are based on current amounts of disposal costs for similar assets. These measurements are classified as level 3 within the valuation hierarchy. Impaired loans are subject to nonrecurring fair value adjustment upon initial recognition or subsequent impairment. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly based on the same factors identified above. The amount recognized as an impairment charge related to impaired loans that are measured at fair value on a nonrecurring basis was $2,301,000 and $7,983,000 during the three and nine months ended September 30, 2013, respectively, and $1,246,000 and $4,946,000 during the three and nine months ended September 30, 2012, respectively.
 
Other Real Estate Owned. Other real estate owned (“OREO”) acquired through, or in lieu of, foreclosure are held for sale and are initially recorded at the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for loan losses subsequent to foreclosure. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. A net loss on the sale and write-downs of OREO of $302,000 and $813,000 was recognized for the three and nine months ended September 30, 2013, respectively. A net loss on the sale and write-downs of OREO of $933,000 and $1,416,000 was recognized during the three and nine months ended September 30, 2012, 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.
 
The following table presents the Company’s financial assets and financial liabilities carried at fair value on a recurring basis as of September 30, 2013 and December 31, 2012:
      
 
 
Fair Value Measurements at September 30, 2013 Using
 
 
 
 
 
 
Quoted Prices in
 
 
 
 
 
 
 
 
 
 
 
Active Markets
 
Significant Other
 
Significant
 
 
 
 
 
 
for Identical
 
Observable Inputs
 
Unobservable
 
 
 
 
 
 
Assets (Level 1)
 
(Level 2)
 
Inputs (Level 3)
 
Total
 
 
 
(In Thousands)
 
Assets Measured on a Recurring Basis:
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and government sponsored agencies
 
$
-
 
$
28,606
 
$
-
 
$
28,606
 
Mortgage-backed securities
 
 
-
 
 
85,410
 
 
-
 
 
85,410
 
State and municipal securities
 
 
-
 
 
126,545
 
 
-
 
 
126,545
 
Corporate debt
 
 
-
 
 
15,824
 
 
-
 
 
15,824
 
Interest rate swap agreements
 
 
-
 
 
194
 
 
-
 
 
194
 
Total assets at fair value
 
$
-
 
$
256,579
 
$
-
 
$
256,579
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities Measured on a Recurring Basis:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap agreements
 
$
-
 
$
194
 
$
-
 
$
194
 
 
 
20

 
 
 
Fair Value Measurements at December 31, 2012 Using
 
 
 
 
 
 
Quoted Prices in
 
 
 
 
 
 
 
 
 
 
 
 
Active Markets
 
Significant Other
 
Significant
 
 
 
 
 
 
for Identical
 
Observable Inputs
 
Unobservable
 
 
 
 
 
 
Assets (Level 1)
 
(Level 2)
 
Inputs (Level 3)
 
Total
 
 
 
(In Thousands)
 
Assets Measured on a Recurring Basis:
 
 
 
 
 
 
 
 
 
 
 
 
 
Available-for-sale securities
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Treasury and government sponsored agencies
 
$
-
 
$
28,386
 
$
-
 
$
28,386
 
Mortgage-backed securities
 
 
-
 
 
73,466
 
 
-
 
 
73,466
 
State and municipal securities
 
 
-
 
 
118,177
 
 
-
 
 
118,177
 
Corporate debt
 
 
-
 
 
13,848
 
 
-
 
 
13,848
 
Interest rate swap agreements
 
 
-
 
 
389
 
 
-
 
 
389
 
Total assets at fair value
 
 
-
 
 
234,266
 
 
-
 
 
234,266
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities Measured on a Recurring Basis:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap agreements
 
$
-
 
$
389
 
$
-
 
$
389
 
 
 
21

 
The following table presents the Company’s financial assets and financial liabilities carried at fair value on a nonrecurring basis as of September 30, 2013 and December 31, 2012:
 
 
 
Fair Value Measurements at September 30, 2013 Using
 
 
 
 
 
 
Quoted Prices in
 
 
 
 
 
 
 
 
 
 
 
 
Active Markets
 
Significant Other
 
Significant
 
 
 
 
 
 
for Identical
 
Observable
 
Unobservable
 
 
 
 
 
 
Assets (Level 1)
 
Inputs (Level 2)
 
Inputs (Level 3)
 
Total
 
 
 
(In Thousands)
 
Assets Measured on a Nonrecurring Basis:
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans
 
$
-
 
 
-
 
$
30,793
 
$
30,793
 
Other real estate owned and repossessed assets
 
 
-
 
 
-
 
 
14,258
 
 
14,258
 
Total assets at fair value
 
$
-
 
$
-
 
$
45,051
 
$
45,051
 
 
 
 
Fair Value Measurements at December 31, 2012 Using
 
 
 
 
 
 
Quoted Prices in
 
 
 
 
 
 
 
 
 
 
 
 
Active Markets
 
Significant Other
 
Significant
 
 
 
 
 
 
for Identical
 
Observable
 
Unobservable
 
 
 
 
 
 
Assets (Level 1)
 
Inputs (Level 2)
 
Inputs (Level 3)
 
Total
 
 
 
(In Thousands)
 
Assets Measured on a Nonrecurring Basis:
 
 
 
 
 
 
 
 
 
 
 
 
 
Impaired loans
 
$
-
 
$
-
 
$
33,883
 
$
33,883
 
Other real estate owned
 
 
-
 
 
-
 
 
9,873
 
 
9,873
 
Total assets at fair value
 
$
-
 
$
-
 
$
43,756
 
$
43,756
 
 
The fair value of a financial instrument is the current amount that would be exchanged in a sale between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Current U.S. GAAP excludes certain financial instruments and all nonfinancial instruments from its fair value disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
 
The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:
 
Cash and cash equivalents:  The carrying amounts reported in the statements of financial condition approximate those assets’ fair values.
 
Debt securities:  Where quoted prices are available in an active market, securities are classified within Level 1 of the hierarchy.  Level 1 securities include highly liquid government securities such as U.S. treasuries and exchange-traded equity securities.  For securities traded in secondary markets for which quoted market prices are not available, the Company generally relies on prices obtained from independent vendors.  Such independent pricing services are to advise the Company on the carrying value of the securities available for sale portfolio.  As part of the Company’s procedures, the price provided from the service is evaluated for reasonableness given market changes.  When a questionable price exists, the Company investigates further to determine if the price is valid.  If needed, other market participants may be utilized to determine the correct fair value.  The Company has also reviewed and confirmed its determinations in discussions with the pricing service regarding their methods of price discovery.  Securities measured with these techniques are classified within Level 2 of the hierarchy and often involve using quoted market prices for similar securities, pricing models or discounted cash flow calculations using inputs observable in the market where available.  Examples include U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities.  In cases where Level 1 or Level 2 inputs are not available, securities are classified in Level 3 of the fair value hierarchy.   
 
 
22

 
Restricted equity securities:  Fair values for other investments are considered to be their cost as they are redeemed at par value.
 
Loans, net:  For variable-rate loans that re-price frequently and with no significant change in credit risk, fair value is based on carrying amounts.  The fair value of other loans (for example, fixed-rate commercial real estate loans, mortgage loans, and industrial loans) is estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of  similar credit quality.  Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics.  The method of estimating fair value does not incorporate the exit-price concept of fair value as prescribed by ASC 820 and generally produces a higher value than an exit-price approach.  The measurement of the fair value of loans is classified within Level 3 of the fair value hierarchy.
 
Mortgage loans held for sale:  Loans are committed to be delivered to investors on a “best efforts delivery” basis within 30 days of origination.  Due to this short turn-around time, the carrying amounts of the Company’s agreements approximate their fair values.
 
Derivatives:  The fair value of the derivative agreements are estimated by a third party using inputs that are observable or can be corroborated by observable market data.  As part of the Company’s procedures, the price provided from the third party is evaluated for reasonableness given market changes.  These measurements are classified within Level 2 of the fair value hierarchy.
 
Accrued interest and dividends receivable:  The carrying amounts in the statements of condition approximate these assets’ fair value.
 
Bank owned life insurance contracts:  The carrying amounts in the statements of condition approximate these assets’ fair value.
 
Deposits:  The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts).  The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values.  Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation using interest rates currently offered for deposits with similar remaining maturities.  The fair value of the Company’s time deposits do not take into consideration the value of the Company’s long-term relationships with depositors, which may have significant value.  Measurements of the fair value of certificates of deposit are classified within Level 2 of the fair value hierarchy.
 
Other borrowings:  The fair values of borrowings are estimated using discounted cash flow analysis, based on interest rates currently being offered by the Federal Home Loan Bank for borrowings of similar terms as those being valued.  These measurements are classified as Level 2 in the fair value hierarchy.
 
Subordinated debentures:  The fair values of subordinated debentures are estimated using a discounted cash flow analysis, based on interest rates currently being offered on the best alternative debt available at the measurement date.  These measurements are classified as Level 2 in the fair value hierarchy.
 
Accrued interest payable:  The carrying amounts in the statements of condition approximate these assets’ fair value.
 
Loan commitments:  The fair values of the Company’s off-balance-sheet financial instruments are based on fees currently charged to enter into similar agreements.  Since the majority of the Company’s other off-balance-sheet financial instruments consists of non-fee-producing, variable-rate commitments, the Company has determined they do not have a distinguishable fair value.
 
 
23

 
The carrying amount, estimated fair value, and placement in the fair value hierarchy of the Company’s financial instruments as of September 30, 2013 and December 31, 2012 are presented in the following table.
 
 
 
September 30, 2013
 
December 31, 2012
 
 
 
Carrying
 
 
 
 
Carrying
 
 
 
 
 
 
Amount
 
Fair Value
 
Amount
 
Fair Value
 
 
 
(In Thousands)
 
Financial Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
Level 2 inputs:
 
 
 
 
 
 
 
 
 
 
 
 
 
Investment securities available for sale
 
$
249,457
 
$
256,385
 
$
233,877
 
$
233,877
 
Investment securities held to maturity
 
 
33,130
 
 
32,671
 
 
25,967
 
 
27,350
 
Restricted equity securities
 
 
3,738
 
 
3,738
 
 
3,941
 
 
3,941
 
Mortgage loans held for sale
 
 
11,592
 
 
11,592
 
 
25,826
 
 
25,826
 
Bank owned life insurance contracts
 
 
68,460
 
 
68,460
 
 
57,014
 
 
57,014
 
Derivative
 
 
194
 
 
194
 
 
389
 
 
389
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Level 3 inputs:
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans, net
 
 
2,703,046
 
 
2,705,685
 
 
2,336,924
 
 
2,327,780
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial Liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
Level 2 inputs:
 
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
 
 
2,919,217
 
 
2,921,406
 
 
2,511,572
 
 
2,516,320
 
Federal funds purchased
 
 
170,090
 
 
170,090
 
 
117,065
 
 
117,065
 
Other borrowings
 
 
19,932
 
 
19,932
 
 
19,917
 
 
19,917
 
Subordinated debentures
 
 
-
 
 
-
 
 
15,050
 
 
15,050
 
Derivative
 
 
194
 
 
194
 
 
389
 
 
389
 

NOTE 11 – SUBSEQUENT EVENTS
 
The Company has evaluated all subsequent events through the date of this filing to ensure that this Form 10-Q includes appropriate disclosure of events both recognized in the financial statements as of September 30, 2013, and events which occurred subsequent to September 30, 2013 but were not recognized in the financial statements.

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion and analysis is designed to provide a better understanding of various factors relating to the results of operations and financial condition of ServisFirst Bancshares, Inc. (the “Company”) and its wholly-owned subsidiary, ServisFirst Bank (the “Bank”). This discussion is intended to supplement and highlight information contained in the accompanying unaudited consolidated financial statements as of September 30, 2013 and for the three and nine months ended September 30, 2013 and September 30, 2012.
 
Forward-Looking Statements
 
Statements in this document that are not historical facts, including, but not limited to, statements concerning future operations, results or performance, are hereby identified as “forward-looking statements” for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words “believe,” “expect,” “anticipate,” “project,” “plan,” “intend,” “will,” “would,” “might” and similar expressions often signify forward-looking statements. Such statements involve inherent risks and uncertainties. The Company cautions that such forward-looking statements, wherever they occur in this quarterly report or in other statements attributable to the Company, are necessarily estimates reflecting the judgment of the Company’s senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Such forward-looking statements should, therefore, be considered in light of various factors that could affect the accuracy of such forward-looking statements, including:
 
 
·
general economic conditions, especially in the credit markets and in the Southeast;
 
·
the performance of the capital markets;
 
·
changes in interest rates, yield curves and interest rate spread relationships;
 
 
24

 
 
·
changes in accounting and tax principles, policies or guidelines;
 
·
changes in legislation or regulatory requirements;
 
·
changes in our loan portfolio and the deposit base;
 
·
possible changes in laws and regulations and governmental monetary and fiscal policies, including, but not limited to, economic stimulus initiatives;
 
·
the cost and other effects of legal and administrative cases and similar contingencies;
 
·
possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans and the value of collateral;
 
·
the effect of natural disasters, such as hurricanes and tornados, in our geographic markets; and
 
·
increased competition from both banks and non-banks.
 
The foregoing list of factors is not exhaustive. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Risk Factors” in our most recent Annual Report on Form 10-K and our other SEC filings. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained herein. Accordingly, you should not place undue reliance on any forward-looking statements, which speak only as of the date made. 
 
Business
 
We are a bank holding company under the Bank Holding Company Act of 1956 incorporated in Delaware and headquartered at 850 Shades Creek Parkway, Birmingham, Alabama 35209 (Jefferson County). Through the Bank, we operate twelve full-service banking offices, with ten offices located in Jefferson, Shelby, Madison, Montgomery, Houston and Mobile counties in the metropolitan statistical areas (“MSAs”) of Birmingham-Hoover, Huntsville, Montgomery, Dothan and Mobile Alabama, and two offices located in Escambia County in the Pensacola-Ferry Pass-Brent, Florida MSA. We currently have a loan production office in Nashville, Tennessee. The Mobile, Alabama office opened as a full service banking office in April 2013. These MSAs constitute our primary service areas.
 
Our principal business is to accept deposits from the public and to make loans and other investments. Our principal sources of funds for loans and investments are demand, time, savings, and other deposits (including negotiable orders of withdrawal, or NOW accounts). Our principal sources of income are interest and fees collected on loans, interest and dividends collected on other investments and service charges. Our principal expenses are interest paid on savings and other deposits (including NOW accounts), interest paid on our other borrowings, employee compensation, office expenses and other overhead expenses.
 
Overview
 
As of September 30, 2013, we had consolidated total assets of $3.4 billion, an increase of $0.5 billion, or 17.2%, from $2.9 billion at December 31, 2012. Total loans were $2.7 billion at September 30, 2013, up $0.3 billion, or 12.5%, from $2.4 billion at December 31, 2012. Total deposits were $2.9 billion at September 30, 2013, an increase of $0.4 billion, or 16.0%, from $2.5 billion at December 31, 2012.
 
Net income available to common stockholders for the quarter ended September 30, 2013 was $10.7 million, an increase of $1.5 million, or 16.3%, from $9.2 million for the quarter ended September 30, 2012. Basic and diluted earnings per common share were $1.53 and $1.46, respectively, for the three months ended September 30, 2013, compared to $1.53 and $1.35, respectively, for the corresponding period in 2012.
 
Net income available to common stockholders for the nine months ended September 30, 2013 was $29.4 million, an increase of $3.8 million, or 14.8%, from $25.6 million for the nine months ended September 30, 2012. Basic and diluted earnings per common share were $4.35 and $4.10, respectively, for the nine months ended September 30, 2013, compared to $4.28 and $3.75, respectively, for the corresponding period in 2012.
 
Critical Accounting Policies
 
The accounting and financial policies of the Company conform to U.S. generally accepted accounting principles (“U.S. GAAP”) and to general practices within the banking industry. To prepare consolidated financial statements in conformity with U.S. GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, valuation of foreclosed real estate, deferred taxes, and fair value of financial instruments are particularly subject to change. Information concerning our accounting policies with respect to these items is available in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
 
 
25

 
Financial Condition
 
Cash and Cash Equivalents
 
At September 30, 2013, we had $7.9 million in federal funds sold, compared to $3.3 million at December 31, 2012. We also maintain balances at the Federal Reserve Bank of Atlanta, which earn interest. At September 30, 2013, we had $182.2 million in balances at the Federal Reserve, compared to $115.7 million at December 31, 2012.
 
Debt Securities
 
Debt securities available for sale totaled $256.4 million at September 30, 2013 and $233.9 million at December 31, 2012. Debt securities held to maturity totaled $33.1 million at September 30, 2013 and $26.0 million at December 31, 2012. Paydowns of $20.8 million in mortgage-backed securities, and $11.5 million in maturities and calls of government agency securities were replaced with purchases of $41.9 million of mortgage-backed securities and $12.8 million of tax-exempt municipal securities during the first nine months of 2013. Also during this period, we sold $4.1 million in corporate securities, recognizing a gain of $131,000, and replaced them with the purchase of $6.0 million in corporate securities.
 
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 maturity, no declines are deemed to be other than temporary. We will continue to evaluate our debt securities for possible other-than-temporary impairment, which could result in non-cash charges to earnings in one or more future periods.
 
The following table shows the amortized cost of our debt securities by their stated maturity at September 30, 2013:
 
 
Less Than
 
 
One Year to
 
 
Five Years to
 
 
More Than
 
 
 
 
 
 
One Year
 
 
Five Years
 
 
Ten Years
 
 
Ten Years
 
 
Total
 
 
(In Thousands)
 
U.S. Treasury and government sponsored
    agencies
$
58
 
 
$
19,706
 
 
$
7,998
 
 
$
-
 
 
$
27,762
 
Mortgage-backed securities
 
120
 
 
 
78,017
 
 
 
31,798
 
 
 
-
 
 
 
109,935
 
State and municipal securities
 
5,438
 
 
 
65,081
 
 
 
51,625
 
 
 
7,030
 
 
 
129,174
 
Corporate debt
 
-
 
 
 
9,733
 
 
 
5,984
 
 
 
-
 
 
 
15,717
 
Total
$
5,616
 
 
$
172,537
 
 
$
97,405
 
 
$
7,030
 
 
$
282,588
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable-equivalent Yield
 
4.44
%
 
 
3.06
%
 
 
3.67
%
 
 
6.22
%
 
 
3.38
%
 
All securities held are traded in liquid markets. As of September 30, 2013, we owned certain restricted securities of the Federal Home Loan Bank with an aggregate book value and market value of $3.7 million and certain securities of First National Bankers Bank in which we invested $0.3 million. We had no investments in any one security, restricted or liquid, in excess of 10% of our stockholders’ equity.
 
The Bank does not invest in collateralized debt obligations (“CDOs”). All tax-exempt securities currently held are issued by government issuers within the State of Alabama. All corporate bonds had a Standard and Poor’s or Moody’s rating of A-1 or better when purchased. The total securities portfolio at September 30, 2013 has a combined average credit rating of AA.
 
The carrying value of debt securities pledged to secure public funds on deposit and for other purposes as required by law was $186.0 million and $200.7 million as of September 30, 2013 and December 31, 2012, respectively.
 
 
26

 
Loans
 
We had total loans of $2.7 billion at September 30, 2013, an increase of $0.3 billion, or 12.5% year to date, compared to $2.4 at December 31, 2012. Our loan portfolio has experienced growth in all markets and in the commercial and owner-occupied real estate segments. At September 30, 2013, 51% of our loans were in our Birmingham offices, 15% of our loans were in our Huntsville offices, 13% of our loans were in our Dothan offices, 10% of our loans were in our Montgomery offices, 3% of our loans were in our Mobile office, and 8% of our loans were in our Pensacola, Florida offices. All of our markets’ loan portfolios grew from December 31, 2012 to September 30, 2013. The highest percentage growth among our markets open more than one year was 26.3% and the lowest percentage growth was 5.6%.
               
Asset Quality
 
The allowance for loan losses is established and maintained at levels management deems adequate to absorb anticipated credit losses from identified and otherwise inherent risks in the loan portfolio as of the balance sheet date. In assessing the adequacy of the allowance for loan losses, management considers its evaluation of the loan portfolio, past due loan experience, collateral values, current economic conditions and other factors considered necessary to maintain the allowance at an adequate level. Our management believes that the allowance was adequate at September 30, 2013.
 
The following table presents the allocation of the allowance for loan losses for each respective loan category with the corresponding percentage of loans in each category to total loans. Management believes that the comprehensive allowance analysis developed by our credit administration group is in compliance with all current regulatory guidelines.
 
 
 
 
 
 
Percentage of loans
 
 
 
 
 
 
in each category
 
September 30, 2013
 
Amount
 
to total loans
 
 
 
(In Thousands)
 
 
 
 
Commercial, financial and agricultural
 
$
11,043
 
 
44.76
%
Real estate - construction
 
 
5,490
 
 
5.73
%
Real estate - mortgage
 
 
5,395
 
 
47.92
%
Consumer
 
 
751
 
 
1.59
%
Qualitative factors
 
 
6,248
 
 
-
%
Total
 
$
28,927
 
 
100.00
%
 
 
 
 
 
 
Percentage of loans
 
 
 
 
 
 
in each category
 
December 31, 2012
 
Amount
 
to total loans
 
 
 
(In Thousands)
 
 
 
 
Commercial, financial and agricultural
 
$
8,233
 
 
43.63
%
Real estate - construction
 
 
6,511
 
 
6.70
%
Real estate - mortgage
 
 
4,912
 
 
47.71
%
Consumer
 
 
199
 
 
1.96
%
Qualitative factors
 
 
6,403
 
 
-
%
Total
 
$
26,258
 
 
100.00
%
 
Nonperforming Assets
 
Total nonperforming loans, which include nonaccrual loans and loans 90 or more days past due and still accruing, decreased to $9.4 million at September 30, 2013, compared to $10.4 million at December 31, 2012. There were not any loans 90 or more days past due and still accruing at September 30, 2013, compared to four loans 90 or more days past due and still accruing in the amount of $8 thousand at December 31, 2012. TDRs at September 30, 2013 were $8.4 million compared to $12.3 million at December 31, 2012 with the majority of this decrease due to the pay-off of three TDR loans to one borrower in the amount of $2.8 million during the second quarter 2013 and a write-down of a TDR relationship in the amount of $921,000 during the third quarter 2013. The Company has one TDR loan in the amount of $2.2 million in payment default status as of September 30, 2013. All TDR loans at December 31, 2012 were performing as agreed under the terms of their restructuring plans.
 
 
27

 
Other real estate owned (OREO) increased to $14.3 million at September 30, 2013, from $9.7 million at December 31, 2012. The total number of OREO accounts increased from 38 to 63. The majority of this increase is attributable to the foreclosure of $7.1 million in assets on 30 loans to a large residential builder during the third quarter 2013.
 
The following table summarizes our nonperforming assets and TDRs at September 30, 2013 and December 31, 2012:
 
 
 
September 30, 2013
 
December 31, 2012
 
 
 
 
 
 
Number of
 
 
 
 
Number of
 
 
 
Balance
 
Loans
 
Balance
 
Loans
 
 
 
(Dollar Amounts In Thousands)
 
Nonaccrual loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
 
$
843
 
 
9
 
$
276
 
 
2
 
Real estate - construction
 
 
4,558
 
 
14
 
 
6,460
 
 
19
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
3,692
 
 
4
 
 
2,786
 
 
3
 
1-4 family mortgage
 
 
-
 
 
-
 
 
453
 
 
2
 
Other mortgage
 
 
237
 
 
1
 
 
240
 
 
1
 
Total real estate - mortgage
 
 
3,929
 
 
5
 
 
3,479
 
 
6
 
Consumer
 
 
66
 
 
3
 
 
135
 
 
2
 
Total Nonaccrual loans:
 
$
9,396
 
 
31
 
$
10,350
 
 
29
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
90+ days past due and accruing:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
 
$
-
 
 
-
 
$
-
 
 
-
 
Real estate - construction
 
 
-
 
 
-
 
 
-
 
 
-
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
-
 
 
-
 
 
-
 
 
-
 
1-4 family mortgage
 
 
-
 
 
-
 
 
-
 
 
-
 
Other mortgage
 
 
-
 
 
-
 
 
-
 
 
-
 
Total real estate - mortgage
 
 
-
 
 
-
 
 
-
 
 
-
 
Consumer
 
 
-
 
 
-
 
 
8
 
 
4
 
Total 90+ days past due and accruing:
 
$
-
 
 
-
 
$
8
 
 
4
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Nonperforming Loans:
 
$
9,396
 
 
31
 
$
10,358
 
 
33
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Plus: Other real estate owned and repossessed assets
 
 
14,258
 
 
63
 
 
9,721
 
 
38
 
Total Nonperforming Assets
 
$
23,654
 
 
94
 
$
20,079
 
 
71
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Restructured accruing loans:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial, financial and agricultural
 
$
1,017
 
 
2
 
$
1,168
 
 
2
 
Real estate - construction
 
 
-
 
 
-
 
 
3,213
 
 
15
 
Real estate - mortgage:
 
 
 
 
 
 
 
 
 
 
 
 
 
Owner-occupied commercial
 
 
-
 
 
-
 
 
3,121
 
 
3
 
1-4 family mortgage
 
 
4,925
 
 
1
 
 
1,709
 
 
5
 
Other mortgage
 
 
291
 
 
1
 
 
302
 
 
1
 
Total real estate - mortgage
 
 
5,216
 
 
2
 
 
5,132
 
 
9
 
Consumer
 
 
-
 
 
-
 
 
-
 
 
-
 
Total restructured accruing loans:
 
$
6,233
 
 
4
 
$
9,513
 
 
26
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Nonperforming assets and
 
 
 
 
 
 
 
 
 
 
 
 
 
restructured accruing loans
 
$
29,887
 
 
98
 
$
29,592
 
 
97
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratios:
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonperforming loans to total loans
 
 
0.34
 
%
 
 
 
0.44
 
%
 
 
Nonperforming assets to total loans plus
 
 
 
 
 
 
 
 
 
 
 
 
 
other real estate owned and repossessed assets
 
 
0.86
 
%
 
 
 
0.85
 
%
 
 
Nonperforming loans plus restructured
 
 
 
 
 
 
 
 
 
 
 
 
 
accruing loans to total loans plus
 
 
 
 
 
 
 
 
 
 
 
 
 
other real estate owned and repossessed assets
 
 
0.57
 
%
 
 
 
0.84
 
%
 
 
 
 
28

 
The balance of nonperforming assets can fluctuate due to changes in economic conditions. We have established a policy to discontinue accruing interest on a loan (i.e., place the loan on nonaccrual status) after it has become 90 days delinquent as to payment of principal or interest, unless the loan is considered to be well-collateralized and is actively in the process of collection. In addition, a loan will be placed on nonaccrual status before it becomes 90 days delinquent unless management believes that the collection of interest is expected. Interest previously accrued but uncollected on such loans is reversed and charged against current income when the receivable is determined to be uncollectible. Interest income on nonaccrual loans is recognized only as received. If we believe that a loan will not be collected in full, we will increase the allowance for loan losses to reflect management’s estimate of any potential exposure or loss. Generally, payments received on nonaccrual loans are applied directly to principal.
 
Impaired Loans and Allowance for Loan Losses
 
We have allocated approximately $5.5 million of our allowance for loan losses to real estate construction, including acquisition and development and lot loans, $11.0 million to commercial, financial and agricultural loans, and $6.2 million to other loan types. We have a total loan loss reserve as of September 30, 2013 allocable to specific loan types of $22.7 million. Another $6.2 million of our allowance for loan losses is based on our judgments regarding various external and internal factors, including macroeconomic trends, our assessment of the Bank’s loan growth prospects, and evaluations of internal risk controls. The total resulting loan loss reserve is $28.9 million. Based upon historical performance, known factors, overall judgment, and regulatory methodologies, including consideration of the possible effect of current residential housing market defaults and business failures plaguing financial institutions in general, management believes that the current methodology used to determine the adequacy of the allowance for loan losses is reasonable.
 
As of September 30, 2013, we had impaired loans of $36.1 million inclusive of nonaccrual loans, a decrease of $1.3 million from $37.4 million as of December 31, 2012. We allocated $5.3 million of our allowance for loan losses at September 30, 2013 to these impaired loans. A loan is considered impaired, based on current information and events, if it is probable that we will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the original loan agreement. Impairment does not always indicate credit loss, but provides an indication of collateral exposure based on prevailing market conditions and third-party valuations. Impaired loans are measured by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent. The amount of impairment, if any, and subsequent changes are included in the allowance for loan losses. Interest on accruing impaired loans is recognized as long as such loans do not meet the criteria for nonaccrual status. Our credit risk management team performs verification and testing to ensure appropriate identification of impaired loans and that proper reserves are held on these loans.
 
Of the $36.1 million of impaired loans reported as of September 30, 2013, $11.0 million were real estate – construction loans, $4.0 million were commercial, financial, and agricultural loans, $4.3 million were commercial real estate loans, and $12.4 million were residential real estate loans. The remaining $4.4 million of impaired loans consisted of other mortgages and consumer loans. Of the $11.0 million of impaired real estate – construction loans, $8.6 million (a total of 23 loans with 8 builders) were residential construction loans, and $0.9 million consisted of various residential lot loans to 3 builders.
 
Deposits
 
Total deposits increased $0.4 billion, or 16.0%, to $2.9 billion at September 30, 2013 compared to $2.5 billion at December 31, 2012. We anticipate long-term sustainable growth in deposits through continued development of market share in our markets.
 
For amounts and rates of our deposits by category, see the table “Average Consolidated Balance Sheets and Net Interest Analysis on a Fully Taxable-equivalent Basis” under the subheading “Net Interest Income”.
 
Other Borrowings
 
Our borrowings consist of federal funds purchased and subordinated notes payable. We had $170.1 million and $117.1 million at September 30, 2013 and December 31, 2012, respectively, in federal funds purchased from correspondent banks that are clients of our correspondent banking unit. The average rate paid on these borrowings was 0.25% for the quarter ended September 30, 2013. $19.9 million in other borrowings consist of 5.50% Subordinated Notes due November 9, 2022, which were issued in a private placement in November 2012. The notes pay interest semi-annually.
 
 
29

 
In June 2012, we paid off our 8.25% Subordinated Note due June 1, 2016 in the aggregate principle amount of $5.0 million. In November 2012, we redeemed our outstanding 8.50% Junior Subordinated Deferrable Interest Debentures due 2038 in the aggregate principle amount of $15.0 million, which were held by ServisFirst Capital Trust I. All of the related 8.50% Trust Preferred Securities and 8.50% Common Securities of the Trust were redeemed. In March 2013, our 6.00% Junior Subordinated Mandatory Convertible Deferrable Interest Debentures due 2040 were automatically and mandatorily converted into our common stock at a conversion price of $25 per share. A total of 600,000 shares of our common stock were issued pursuant to this conversion.
 
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 to decline due to a run-off in deposits, we have procedures that provide for certain actions under varying liquidity conditions. These actions include borrowing from existing correspondent banks, selling or participating loans, and curtailing loan commitments and funding. At September 30, 2013, liquid assets, which are represented by cash and due from banks, federal funds sold and unpledged available-for-sale securities, totaled $395.4 million. Additionally, the Bank had additional borrowing availability of approximately $125.0 million in unused federal funds lines of credit with regional banks, subject to certain restrictions and collateral requirements. We believe these sources of funding are adequate to meet immediate anticipated funding needs, but we will need additional capital to maintain our current growth. Our management meets on a quarterly basis to review sources and uses of funding to determine the appropriate strategy to ensure an appropriate level of liquidity. At the current time, our long-term liquidity needs primarily relate to funds required to support loan originations and commitments and deposit withdrawals. Our regular sources of funding are from the growth of our deposit base, repayment of principal and interest on loans, the sale of loans and the renewal of time deposits. In addition, we have issued debt as described above under “Other Borrowings”.
 
We are subject to general FDIC guidelines that require a minimum level of liquidity. Management believes our liquidity ratios meet or exceed these guidelines. Our management is not currently aware of any trends or demands that are reasonably likely to result in liquidity materially increasing or decreasing.
 
The following table reflects the contractual maturities of our term liabilities as of September 30, 2013. 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
 
$
2,509,581
 
$
-
 
$
-
 
$
-
 
$
-
 
Certificates of deposit (2)
 
 
409,636
 
 
262,114
 
 
101,076
 
 
46,446
 
 
-
 
Federal funds purchased
 
 
170,090
 
 
170,090
 
 
-
 
 
-
 
 
-
 
Subordinated debentures
 
 
19,932
 
 
-
 
 
-
 
 
-
 
 
19,932
 
Operating lease commitments
 
 
16,702
 
 
2,481
 
 
4,935
 
 
4,185
 
 
5,101
 
Total
 
$
3,125,941
 
$
434,685
 
$
106,011
 
$
50,631
 
$
25,033
 
 
(1) Excludes interest
(2) Certificates of deposit give customers the right to early withdrawal. Early withdrawals may be subject to penalties.
The penalty amount depends on the remaining time to maturity at the time of early withdrawal.
 
Capital Adequacy
 
As of September 30, 2013, our most recent notification from the FDIC categorized us as well-capitalized under the regulatory framework for prompt corrective action. To remain categorized as well-capitalized, we must maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as disclosed in the table below. Our management believes that we are well-capitalized under the prompt corrective action provisions as of September 30, 2013.
 
 
30

 
The following table sets forth (i) the capital ratios required by the FDIC and the Alabama Banking Department’s leverage ratio requirement and (ii) our actual ratios of capital to total regulatory or risk-weighted assets, as of September 30, 2013, December 31, 2012 and September 30, 2012:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
To Be Well Capitalized
 
 
 
 
 
 
 
 
 
 
For Capital Adequacy
 
 
Under Prompt Corrective
 
 
 
Actual
 
 
Purposes
 
 
Action Provisions
 
 
 
Amount
 
Ratio
 
 
Amount
 
Ratio
 
 
Amount
 
Ratio
 
As of September 30, 2013:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Capital to Risk-Weighted Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
320,656
 
 
11.40
%
 
$
225,115
 
 
8.00
%
 
$
N/A
 
 
N/A
%
ServisFirst Bank
 
 
322,262
 
 
11.45
%
 
 
225,098
 
 
8.00
%
 
 
281,372
 
 
10.00
%
Tier 1 Capital to Risk-Weighted Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
271,797
 
 
9.66
%
 
 
112,558
 
 
4.00
%
 
 
N/A
 
 
N/A
%
ServisFirst Bank
 
 
293,335
 
 
10.43
%
 
 
112,549
 
 
4.00
%
 
 
168,823
 
 
6.00
%
Tier 1 Capital to Average Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
271,797
 
 
8.28
%
 
 
131,341
 
 
4.00
%
 
 
N/A
 
 
N/A
%
ServisFirst Bank
 
 
293,335
 
 
8.94
%
 
 
131,294
 
 
4.00
%
 
 
164,118
 
 
5.00
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2012:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Capital to Risk-Weighted Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
287,136
 
 
11.78
%
 
$
194,943
 
 
8.00
%
 
$
N/A
 
 
N/A
%
ServisFirst Bank
 
 
284,141
 
 
11.60
%
 
 
194,942
 
 
8.00
%
 
 
243,678
 
 
10.00
%
Tier 1 Capital to Risk-Weighted Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
240,961
 
 
9.89
%
 
 
97,472
 
 
4.00
%
 
 
N/A
 
 
N/A
%
ServisFirst Bank
 
 
257,883
 
 
10.58
%
 
 
97,471
 
 
4.00
%
 
 
146,207
 
 
6.00
%
Tier 1 Capital to Average Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
240,961
 
 
8.43
%
 
 
114,323
 
 
4.00
%
 
 
N/A
 
 
N/A
%
ServisFirst Bank
 
 
257,883
 
 
9.03
%
 
 
114,227
 
 
4.00
%
 
 
142,784
 
 
5.00
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
As of September 30, 2012:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total Capital to Risk-Weighted Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
$
287,868
 
 
12.99
%
 
$
177,349
 
 
8.00
%
 
$
N/A
 
 
N/A
%
ServisFirst Bank
 
 
269,760
 
 
12.17
%
 
 
177,355
 
 
8.00
%
 
 
221,694
 
 
10.00
%
Tier 1 Capital to Risk-Weighted Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
263,264
 
 
11.88
%
 
 
88,674
 
 
4.00
%
 
 
N/A
 
 
N/A
%
ServisFirst Bank
 
 
245,156
 
 
11.06
%
 
 
88,677
 
 
4.00
%
 
 
133,016
 
 
6.00
%
Tier 1 Capital to Average Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consolidated
 
 
263,264
 
 
9.92
%
 
 
106,104
 
 
4.00
%
 
 
N/A
 
 
N/A
%
ServisFirst Bank
 
 
245,156
 
 
9.25
%
 
 
106,025
 
 
4.00
%
 
 
132,532
 
 
5.00
%
 
 
31

 
Off-Balance Sheet Arrangements
 
In the normal course of business, we are a party to financial instruments with off-balance sheet risk to meet the financing needs of our customers. These financial instruments include commitments to extend credit beyond current fundings, credit card arrangements, standby letters of credit, and financial guarantees. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in our balance sheet. The contract or notional amounts of those instruments reflect the extent of involvement we have in those particular financial instruments.
 
Our exposure to credit loss in the event of non-performance by the other party to such financial instruments is represented by the contractual or notional amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.
 
As 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 $249,000 as of September 30, 2013 and $209,000 as of December 31, 2012 for the settlement of any repurchase demands by investors.
 
Financial instruments whose contract amounts represent credit risk at September 30, 2013 are as follows:
 
 
 
9/30/2013
 
 
 
(In Thousands)
 
Commitments to extend credit
 
$
1,014,260
 
Credit card arrangements
 
 
30,848
 
Standby letters of credit
 
 
39,202
 
 
 
$
1,084,310
 
 
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.
 
 
32

 
Results of Operations
 
Summary of Net Income  
 
Net income for the three months ended September 30, 2013 was $10.7 million compared to net income of $9.2 million for the three months ended September 30, 2012. Net income for the nine months ended September 30, 2013 was $29.4 million compared to net income of $25.6 million for the nine months ended September 30, 2012. The increase in net income was primarily attributable to increased net interest income as a result of growth in average earning assets. Net interest income for the three months ended September 30, 2013 increased to $29.0 million, or 20.8%, compared to $24.0 million for the corresponding period in 2012. Net interest income for the nine months ended September 30, 2013 increased to $82.3 million, or 19.8%, compared to $68.7 million for the corresponding period in 2012. The provision for loan losses increased $1.8 million to $3.0 million for the three months ended September 30, 2013 compared to the corresponding period in 2012, and increased $4.0 million to $10.7 million for the nine months ended September 30, 2013 compared to the corresponding period in 2012. The increase in provision for loan losses is more fully explained in “Provision for Loan Losses” below. Noninterest income decreased $0.1 million to $2.3 million for the three months ended September 30, 2013 compared to the corresponding period in 2012, and increased $0.5 million to $7.6 million for the nine months ended September 30, 2013 compared to the corresponding period in 2012. The small decrease in noninterest income for the quarter was primarily attributable to lower mortgage banking income, offset by increases in other categories of noninterest income, as more fully explained in “Noninterest Income” below. Operating expenses for the three months ended September 30, 2013 increased to $12.1 million, or 7.1%, compared to $11.3 million for the corresponding period in 2012, and for the nine months ended September 30, 2013 increased to $35.2 million, or 16.6%, compared to $30.2 million for the corresponding period in 2012. The increase in operating expenses was primarily attributable to increases in salary and employee benefits expense and equipment and occupancy expense, partially offset by decreases in OREO expense, as more fully explained in “Noninterest Expense” below. 
 
Basic and diluted net income per common share were $1.53 and $1.46, respectively, for the three months ended September 30, 2013, compared to $1.53 and $1.35, respectively, for the corresponding period in 2012. Basic and diluted net income per common share were $4.35 and $4.10, respectively, for the nine months ended September 30, 2013, compared to $4.28 and $3.75, respectively, for the corresponding period in 2012. Return on average assets for the three and nine months ended September 30, 2013 was 1.29% and 1.30%, respectively, compared to 1.38% and 1.34% for the corresponding period in 2012, and return on average common equity for the three and nine months ended September 30, 2013 was 15.74% and 15.46%, respectively, compared to 16.64% and 16.22% for the corresponding period in 2012.
 
Net Interest Income
 
Net interest income is the difference between the income earned on interest-earning assets and interest paid on interest-bearing liabilities used to support such assets. The major factors which affect net interest income are changes in volumes, the yield on interest-earning assets and the cost of interest-bearing liabilities. Our management’s ability to respond to changes in interest rates by effective asset-liability management techniques is critical to maintaining the stability of the net interest margin and the momentum of our primary source of earnings.
 
Taxable-equivalent net interest income increased $4.9 million, or 20.1%, to $29.4 million for the three months ended September 30, 2013 from $24.4 million for the corresponding period in 2012, and increased $13.6 million, or 19.5%, to $83.5 million for the nine months ended September 30, 2013 from $69.8 million for the corresponding period in 2012. This increase was primarily attributable to growth in average earning assets. The taxable-equivalent yield on interest-earning assets decreased to 4.14% for the three months ended September 30, 2013 from 4.39% for the corresponding period in 2012, and decreased to 4.30% for the nine months ended September 30, 2013 from 4.43% for the corresponding period in 2012. The yield on loans for the three months ended September 30, 2013 was 4.56% compared to 4.88% for the corresponding period in 2012, and 4.59% compared to 4.97% for the nine months ended September 30, 2013 and September 30, 2012, respectively. Loan fees included in the yield calculation increased to $176,000 for the three months ended September 30, 2013 from $57,000 for the corresponding period in 2012, and was flat at $241,000 for the nine months ended September 30, 2013 compared to the corresponding period in 2012. The cost of total interest-bearing liabilities decreased to 0.58% for the three months ended September 30, 2013 from 0.76% for the corresponding period in 2012, and to 0.60% for the nine months ended September 30, 2013 from 0.80% for the corresponding period in 2012. Net interest margin for the three months ended September 30, 2013 was 3.69% compared to 3.82% for the corresponding period in 2012, and was 3.84% for the nine months ended September 30, 2013 compared to 3.81% for the corresponding period in 2012. 
 
The following tables show, for the three and nine months ended September 30, 2013 and September 30, 2012, the average balances of each principal category of our assets, liabilities and stockholders’ equity, and an analysis of net interest revenue. The accompanying tables reflect changes in our net interest margin as a result of changes in the volume and rate of our interest-earning assets and interest-bearing liabilities for the same periods. Changes as a result of mix or the number of days in the periods have been allocated to the volume and rate changes in proportion to the relationship of the absolute dollar amounts of the change in each. The tables are presented on a taxable-equivalent basis where applicable:
 
 
33

 
Average Consolidated Balance Sheets and Net Interest Analysis
On a Fully Taxable-Equivalent Basis
For the Three Months Ended September 30,
(Dollar Amounts In Thousands)
 
 
 
2013
 
 
2012
 
 
 
 
 
 
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)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
$
2,640,444
 
$
30,367
 
 
4.56
%
 
$
2,079,759
 
$
25,502
 
 
4.88
%
Tax-exempt (2)
 
 
2,483
 
 
37
 
 
5.91
 
 
 
2,490
 
 
37
 
 
5.91
 
Mortgage loans held for sale
 
 
12,531
 
 
84
 
 
2.66
 
 
 
21,613
 
 
96
 
 
1.77
 
Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
 
152,135
 
 
980
 
 
2.56
 
 
 
180,567
 
 
1,190
 
 
2.62
 
Tax-exempt (2)
 
 
118,001
 
 
1,228
 
 
4.13
 
 
 
103,770
 
 
1,192
 
 
4.57
 
Total investment securities (3)
 
 
270,136
 
 
2,208
 
 
3.24
 
 
 
284,337
 
 
2,382
 
 
3.33
 
Federal funds sold
 
 
62,192
 
 
44
 
 
0.28
 
 
 
92,086
 
 
50
 
 
0.22
 
Restricted equity securities
 
 
3,738
 
 
25
 
 
2.65
 
 
 
4,514
 
 
29
 
 
2.56
 
Interest-bearing balances with banks
 
 
161,169
 
 
117
 
 
0.29
 
 
 
62,277
 
 
39
 
 
0.25
 
Total interest-earning assets
 
$
3,152,693
 
$
32,882
 
 
4.14
%
 
$
2,547,076
 
$
28,135
 
 
4.39
%
Non-interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
 
45,314
 
 
 
 
 
 
 
 
 
39,352
 
 
 
 
 
 
 
Net fixed assets and equipment
 
 
9,052
 
 
 
 
 
 
 
 
 
6,280
 
 
 
 
 
 
 
interest and other assets
 
 
76,477
 
 
 
 
 
 
 
 
 
59,899
 
 
 
 
 
 
 
Total assets
 
$
3,283,536
 
 
 
 
 
 
 
 
 
2,652,607
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders' equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand deposits
 
$
432,453
 
$
308
 
 
0.28
%
 
$
334,412
 
$
266
 
 
0.32
%
Savings deposits
 
 
21,602
 
 
16
 
 
0.29
 
 
 
17,444
 
 
12
 
 
0.27
 
Money market accounts
 
 
1,356,197
 
 
1,609
 
 
0.47
 
 
 
1,075,224
 
 
1,489
 
 
0.55
 
Time deposits
 
 
408,600
 
 
1,198
 
 
1.16
 
 
 
399,268
 
 
1,312
 
 
1.31
 
Federal funds purchased
 
 
168,121
 
 
118
 
 
0.28
 
 
 
85,153
 
 
54
 
 
0.25
 
Other borrowings
 
 
19,928
 
 
283
 
 
5.63
 
 
 
30,514
 
 
562
 
 
7.33
 
Total interest-bearing liabilities
 
$
2,406,901
 
$
3,532
 
 
0.58
%
 
$
1,942,015
 
$
3,695
 
 
0.76
%
Non-interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing demand
    deposits
 
 
599,379
 
 
 
 
 
 
 
 
 
486,090
 
 
 
 
 
 
 
Other liabilities
 
 
7,250
 
 
 
 
 
 
 
 
 
4,510
 
 
 
 
 
 
 
Stockholders' equity
 
 
266,427
 
 
 
 
 
 
 
 
 
212,002
 
 
 
 
 
 
 
Unrealized gains on
    securities and derivatives
 
 
3,580
 
 
 
 
 
 
 
 
 
7,990
 
 
 
 
 
 
 
Total liabilities and
    stockholders' equity
 
$
3,283,536
 
 
 
 
 
 
 
 
$
2,652,607
 
 
 
 
 
 
 
Net interest spread
 
 
 
 
 
 
 
 
3.56
%
 
 
 
 
 
 
 
 
3.63
%
Net interest margin
 
 
 
 
 
 
 
 
3.69
%
 
 
 
 
 
 
 
 
3.82
%
 
(1)
Non-accrual loans are included in average loan balances in all periods. Loan fees of $176,000 and $57,000 are included in interest income in 2013 and 2012, respectively.
(2)
Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 35%.
(3)
Unrealized gains of $5,507,000 and $12,292,000 are excluded from the yield calculation in 2013 and 2012, respectively.
 
 
34

 
 
 
For the Three Months Ended September 30,
 
 
 
2013 Compared to 2012 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
 
$
6,591
 
$
(1,726)
 
$
4,865
 
Mortgages held for sale
 
 
(49)
 
 
37
 
 
(12)
 
Securities - taxable
 
 
(181)
 
 
(29)
 
 
(210)
 
Securities - non taxable
 
 
156
 
 
(120)
 
 
36
 
Federal funds sold
 
 
(19)
 
 
13
 
 
(6)
 
Restricted equity securities
 
 
(5)
 
 
1
 
 
(4)
 
Interest-bearing balances with banks
 
 
71
 
 
7
 
 
78
 
Total interest-earning assets
 
 
6,564
 
 
(1,817)
 
 
4,747
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand deposits
 
 
73
 
 
(31)
 
 
42
 
Savings
 
 
3
 
 
1
 
 
4
 
Money market accounts
 
 
356
 
 
(236)
 
 
120
 
Time deposits
 
 
31
 
 
(145)
 
 
(114)
 
Federal funds purchased
 
 
57
 
 
7
 
 
64
 
Other borrowed funds
 
 
(168)
 
 
(111)
 
 
(279)
 
Total interest-bearing liabilities
 
 
352
 
 
(515)
 
 
(163)
 
 
 
 
 
 
 
 
 
 
 
 
Increase in net interest income
 
$
6,212
 
$
(1,302)
 
$
4,910
 
 
 
35

 
Average Consolidated Balance Sheets and Net Interest Analysis
On a Fully Taxable-Equivalent Basis
For the Nine Months Ended September 30,
(Dollar Amounts In Thousands)
 
 
 
2013
 
 
2012
 
 
 
 
 
 
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)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
$
2,516,809
 
$
86,342
 
 
4.59
%
 
$
1,967,039
 
$
73,136
 
 
4.97
%
Tax-exempt (2)
 
 
2,467
 
 
108
 
 
5.85
 
 
 
1,347
 
 
58
 
 
5.75
 
Mortgage loans held for sale
 
 
15,312
 
 
251
 
 
2.19
 
 
 
14,977
 
 
254
 
 
2.27
 
Investment securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Taxable
 
 
145,271
 
 
2,851
 
 
2.62
 
 
 
197,980
 
 
3,828
 
 
2.58
 
Tax-exempt (2)
 
 
114,370
 
 
3,641
 
 
4.26
 
 
 
98,966
 
 
3,500
 
 
4.72
 
Total investment securities (3)
 
 
259,641
 
 
6,492
 
 
3.34
 
 
 
296,946
 
 
7,328
 
 
3.30
 
Federal funds sold
 
 
35,814
 
 
77
 
 
0.29
 
 
 
93,760
 
 
145
 
 
0.21
 
Restricted equity securities
 
 
3,809
 
 
68
 
 
2.39
 
 
 
4,427
 
 
74
 
 
2.23
 
Interest-bearing balances with banks
 
 
75,782
 
 
155
 
 
0.27
 
 
 
67,625
 
 
127
 
 
0.25
 
Total interest-earning assets
 
$
2,909,634
 
$
93,493
 
 
4.30
%
 
$
2,446,121
 
$
81,122
 
 
4.43
%
Non-interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and due from banks
 
 
42,990
 
 
 
 
 
 
 
 
 
36,861
 
 
 
 
 
 
 
Net fixed assets and equipment
 
 
9,217
 
 
 
 
 
 
 
 
 
5,649
 
 
 
 
 
 
 
Allowance for loan losses, accrued
    interest and other assets
 
 
75,150
 
 
 
 
 
 
 
 
 
62,366
 
 
 
 
 
 
 
Total assets
 
$
3,036,991
 
 
 
 
 
 
 
 
$
2,550,997
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders' equity:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand deposits
 
$
420,849
 
$
880
 
 
0.28
%
 
$
339,898
 
$
800
 
 
0.31
%
Savings deposits
 
 
21,806
 
 
46
 
 
0.28
 
 
 
16,468
 
 
34
 
 
0.28
 
Money market accounts
 
 
1,185,709
 
 
4,119
 
 
0.46
 
 
 
1,013,300
 
 
4,344
 
 
0.57
 
Time deposits
 
 
402,458
 
 
3,583
 
 
1.19
 
 
 
398,815
 
 
4,050
 
 
1.36
 
Federal funds purchased
 
 
163,725
 
 
338
 
 
0.28
 
 
 
81,489
 
 
153
 
 
0.25
 
Other borrowings
 
 
22,403
 
 
1,043
 
 
6.22
 
 
 
33,264
 
 
1,895
 
 
7.61
 
Total interest-bearing liabilities
 
$
2,216,950
 
$
10,009
 
 
0.60
%
 
$
1,883,234
 
$
11,276
 
 
0.80
%
Non-interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing demand
    deposits
 
 
554,368
 
 
 
 
 
 
 
 
 
451,337
 
 
 
 
 
 
 
Other liabilites
 
 
11,034
 
 
 
 
 
 
 
 
 
5,746
 
 
 
 
 
 
 
Stockholders' equity
 
 
248,879
 
 
 
 
 
 
 
 
 
203,049
 
 
 
 
 
 
 
Unrealized gains on
    securities and derivatives
 
 
5,760
 
 
 
 
 
 
 
 
 
7,631
 
 
 
 
 
 
 
Total liabilities and
    stockholders' equity
 
$
3,036,991
 
 
 
 
 
 
 
 
$
2,550,997
 
 
 
 
 
 
 
Net interest spread
 
 
 
 
 
 
 
 
3.70
%
 
 
 
 
 
 
 
 
3.63
%
Net interest margin
 
 
 
 
 
 
 
 
3.84
%
 
 
 
 
 
 
 
 
3.81
%
 
(1)
Non-accrual loans are included in average loan balances in all periods. Loan fees of $241,000 are included in interest income in 2013 and 2012.
(2)
Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 35%.
(3)
Unrealized gains of $8,861,000 and $11,905,000 are excluded from the yield calculation in 2013 and 2012, respectively.
 
 
36

 
 
 
For the Nine Months Ended September 30,
 
 
 
2013 Compared to 2012 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
 
$
19,143
 
$
(5,937)
 
$
13,206
 
Tax-exempt
 
 
49
 
 
1
 
 
50
 
Mortgages held for sale
 
 
6
 
 
(9)
 
 
(3)
 
Taxable
 
 
(1,037)
 
 
60
 
 
(977)
 
Tax-exempt
 
 
509
 
 
(368)
 
 
141
 
Federal funds sold
 
 
(111)
 
 
43
 
 
(68)
 
Restricted equity securities
 
 
(11)
 
 
5
 
 
(6)
 
Interest-bearing balances with banks
 
 
16
 
 
12
 
 
28
 
Total interest-earning assets
 
 
18,564
 
 
(6,193)
 
 
12,371
 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
Interest-bearing demand deposits
 
 
176
 
 
(96)
 
 
80
 
Savings
 
 
11
 
 
1
 
 
12
 
Money market accounts
 
 
670
 
 
(895)
 
 
(225)
 
Time deposits
 
 
36
 
 
(503)
 
 
(467)
 
Federal funds purchased
 
 
169
 
 
16
 
 
185
 
Other borrowed funds
 
 
(547)
 
 
(305)
 
 
(852)
 
Total interest-bearing liabilities
 
 
515
 
 
(1,782)
 
 
(1,267)
 
Increase in net interest income
 
$
18,049
 
$
(4,411)
 
$
13,638
 
 
Provision for Loan Losses
 
The provision for loan losses represents the amount determined by management to be necessary to maintain the allowance for loan losses at a level capable of absorbing inherent losses in the loan portfolio. Our management reviews the adequacy of the allowance for loan losses on a quarterly basis. The allowance for loan losses calculation is segregated into various segments that include classified loans, loans with specific allocations and pass rated loans. A pass rated loan is generally characterized by a very low to average risk of default and in which management perceives there is a minimal risk of loss. Loans are rated using a nine-point risk grade scale with loan officers having the primary responsibility for assigning risk grades and for the timely reporting of changes in the risk grades. Based on these processes, and the assigned risk grades, the criticized and classified loans in the portfolio are segregated into the following regulatory classifications: Special Mention, Substandard, Doubtful or Loss, with some general allocation of reserve based on these grades. At September 30, 2013, total loans rated Special Mention, Substandard, and Doubtful were $95.7 million, or 3.5% of total loans, compared to $100.7 million, or 4.3% of total loans, at December 31, 2012. Impaired loans are reviewed specifically and separately under FASB ASC 310-30-35, Subsequent Measurement of Impaired Loans, to determine the appropriate reserve allocation. Our management compares the investment in an impaired loan with the present value of expected future cash flow discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of the collateral, if the loan is collateral-dependent, to determine the specific reserve allowance. Reserve percentages assigned to non-impaired loans are based on historical charge-off experience adjusted for other risk factors. To evaluate the overall adequacy of the allowance to absorb losses inherent in our loan portfolio, our management considers historical loss experience based on volume and types of loans, trends in classifications, volume and trends in delinquencies and nonaccruals, economic conditions and other pertinent information. Based on future evaluations, additional provisions for loan losses may be necessary to maintain the allowance for loan losses at an appropriate level.   
 
 
37

 
The provision for loan losses was $3.0 million for the three months ended September 30, 2013, an increase of $1.8 million from $1.2 million for the three months ended September 30, 2012. The provision for loan losses was $10.7 million for the nine months ended September 30, 2013, a $4.0 million increase, compared to $6.7 million for the nine months ended September 30, 2012 The increase in provision for loan loss for the three and nine month periods ended September 30, 2013 was primarily due to an increase in charge-offs compared to recent historical levels plus the year-to-date growth in the loan portfolio of 15.6% (20.9% annualized). Our management continues to maintain a proactive approach to credit risk management. Nonperforming loans decreased to $9.4 million, or 0.34% of total loans, at September 30, 2013 from $10.4 million, or 0.44% of total loans, at December 31, 2012, and were also lower than $13.2 million, or 0.61% of total loans, at September 30, 2012. Impaired loans decreased to $36.1 million, or 1.3% of total loans, at September 30, 2013, compared to $37.4 million, or 1.6% of total loans, at December 31, 2012. The allowance for loan losses totaled $28.9 million, or 1.06% of total loans, net of unearned income, at September 30, 2013, compared to $26.3 million, or 1.11% of loans, net of unearned income, at December 31, 2012 and $24.6 million, or 1.14% of loans, net of unearned income, at September 30, 2012. The decrease in the allowance for loan losses as a percent of total loans at September 30, 2013 is primarily the result of improvement in loan portfolio credit quality through loan work-out strategies that have led to lower levels of nonaccrual and substandard loans.  
 
Noninterest Income
 
Noninterest income totaled $2.3 million for the three months ended September 30, 2013, a decrease of $0.1 million, or 4.2%, compared to the corresponding period in 2012, and totaled $7.6 million for the nine months ended September 30, 2013, an increase of $0.5 million, or 7.0%, compared to the corresponding period in 2012. Service charges on deposit accounts increased $0.1 million, or 14.3%, to $0.8 million for the three months ended September 30, 2013, from $0.7 million for the corresponding period in 2012, and increased $0.4 million, or 20.0%, to $2.4 million for the nine months ended September 30, 2013, from $2.0 million for the corresponding period in 2012. Income from credit cards increased to $0.4 million for the three months ended September 30, 2013 compared to $0.3 million for the corresponding period in 2012, and was $1.0 million for the nine months ended September 30, 2013 compared to $0.8 million for the corresponding period in 2012. We continue to aggressively expand our credit card products, including offering credit card services through our correspondent banks. We purchased additional life insurance contracts in September 2012, which contributed to the increase in the cash surrender value of life insurance from $0.4 million for the three months ended September 30, 2012 to $0.5 million for the three months ended September 30, 2013, and from $1.2 million for the nine months ended September 30, 2012 to $1.4 million for the nine months ended September 30, 2013. Income from mortgage banking operations for the three months ended September 30, 2013 was $0.4 million, down $0.5 million from $0.9 million for the corresponding period in 2012, and for the nine months ended September 30, 2013 was $2.2 million, down $0.5 million from $2.7 million for the corresponding period in 2012. Recent fluctuations in market rates for mortgages have resulted in a lower number of refinancings of existing mortgages.
 
Noninterest Expense
 
Noninterest expense totaled $12.1 million for the three months ended September 30, 2013, an increase of $0.8 million, or 7.1%, compared to $11.3 million in 2012, and totaled $35.2 million for the nine months ended September 30, 2013, an increase of $5.0 million, or 16.6%, compared to $30.2 million for the corresponding period in 2012.
 
Details of expenses are as follows:
 
 
Salary and benefit expense increased $1.3 million, or 22.8%, to $7.0 million for the three months ended September 30, 2013 from $5.7 million for the corresponding period in 2012, and increased $3.7 million, or 23.0%, to $19.8 million for the nine months ended September 30, 2013 from $16.1 million for the corresponding period in 2012. We had 264 full-time equivalent employees at September 30, 2013 compared to 223 at September 30, 2012, a 18.4% increase. Most of this increase in number of employees was due to our continued expansion in Pensacola, Florida, and our recent entry into the Mobile, Alabama and Nashville, Tennessee markets. We also have hired support staff as a result of continued expansion and growth in our core business lines. 
 
 
 
 
Equipment and occupancy expense increased $0.3 million, or 30.0%, to $1.3 million for the three months ended September 30, 2013 from $1.0 million for the corresponding period in 2012 and increased $1.0 million, or 34.5%, to $3.9 million for the nine months ended September 30, 2013 from $2.9 million for the corresponding period in 2012. This increase in occupancy expense is largely the result of our expansion into the Mobile, Alabama and Nashville, Tennessee markets. We also leased additional office space adjacent to our Birmingham, Alabama headquarters building in which to house operations staff.
 
 
 
 
Professional service expense increased $0.1 million, or 33.3%, to $0.4 million for the three months ended September 30, 2013 from $0.3 million for the corresponding period in 2012 and increased $0.3 million, or 30.0%, to $1.3 million for the nine months ended September 30, 2013 from $1.0 million for the corresponding period in 2012. These increases are the result of legal expenses, consulting fees and temporary employee costs related to corporate transactions and projects to improve our operating efficiencies in support areas of the Bank.
 
 
38

 
 
Expenses related to OREO decreased $0.8 million to $0.4 million for the three months ended September 30, 2013, from $1.2 million for the corresponding period in 2012, and decreased $0.8 million to $1.0 million for the nine months ended September 30, 2013 from $1.8 million for the corresponding period in 2012. OREO expenses were lower as a result of no write-downs in value during the three months ended September 30, 2013, compared to $1.0 million for the three months ended September 30, 2012, and from $1.4 million for the nine months ended September 30, 2012 to $0.4 million for the nine months ended September 30, 2013. 
 
 
 
 
Other operating expenses decreased $0.2 million, or 7.4%, to $2.5 million for the three months ended September 30, 2013 compared to the corresponding period in 2012, and increased $0.7 million, or 9.6%, to $8.0 million compared to the corresponding period in 2012. These increases are the result of increases in loan expenses, consumer use taxes, postage and supplies, and communications expenses. All of these increases generally relate to our expansion and growth. Additionally, we settled a lawsuit with a client during the second quarter 2013 for $100,000.
 
Income Tax Expense
 
Income tax expense was $5.3 million for the three months ended September 30, 2013 versus $4.7 million for the corresponding period in 2012, and was $14.4 million for the nine months ended September 30, 2013 versus $13.0 million for the corresponding period in 2012. Our effective tax rate for the three and nine months ended September 30, 2013 was 32.98% and 32.61%, respectively, compared to 33.33% and 33.45%, respectively, for the corresponding periods in 2012. Our primary permanent differences are related to tax exempt income on securities, Alabama income tax benefit on real estate investment trust dividends and incentive stock option expenses.
 
We have invested $65.0 million in bank-owned life insurance for certain named officers of the Bank. The periodic increase in cash surrender value of those policies is tax exempt and therefore contributes to a larger permanent difference between book income and taxable income.
 
We created a real estate investment trust in the first quarter of 2012 for the purpose of holding and managing participations in residential mortgages and commercial real estate loans originated by the Bank. The trust is a wholly-owned subsidiary of a trust holding company, which in turn is a wholly-owned subsidiary of the Bank. The trust earns interest income on the loans it holds and incurs operating expenses. It pays its net earnings, in the form of dividends, to the Bank, which receives a deduction for Alabama income taxes.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Like all financial institutions, we are subject to market risk from changes in interest rates. Interest rate risk is inherent in the balance sheet due to the mismatch between the maturities of rate-sensitive assets and rate-sensitive liabilities. If rates are rising, and the level of rate-sensitive liabilities exceeds the level of rate-sensitive assets, the net interest margin will be negatively impacted. Conversely, if rates are falling, and the level of rate-sensitive liabilities is greater than the level of rate-sensitive assets, the impact on the net interest margin will be favorable. Managing interest rate risk is further complicated by the fact that all rates do not change at the same pace; in other words, short-term rates may be rising while longer-term rates remain stable. In addition, different types of rate-sensitive assets and rate-sensitive liabilities react differently to changes in rates.
 
To manage interest rate risk, we must take a position on the expected future trend of interest rates. Rates may rise, fall or remain the same. Our asset-liability committee develops its view of future rate trends and strives to manage rate risk within a targeted range by monitoring economic indicators, examining the views of economists and other experts, and understanding the current status of our balance sheet. Our annual budget reflects the anticipated rate environment for the next 12 months. The asset-liability committee conducts a quarterly analysis of the rate sensitivity position and reports its results to our board of directors.
 
The asset-liability committee thoroughly analyzes the maturities of rate-sensitive assets and liabilities. This analysis measures the “gap”, which is defined as the difference between the dollar amount of rate-sensitive assets repricing during a period and the volume of rate-sensitive liabilities repricing during the same period. The gap is also expressed as the ratio of rate-sensitive assets divided by rate-sensitive liabilities. If the ratio is greater than one, the dollar value of assets exceeds the dollar value of liabilities; the balance sheet is “asset-sensitive.” Conversely, if the value of liabilities exceeds the value of assets, the ratio is less than one and the balance sheet is “liability-sensitive.” Our internal policy requires management to maintain the gap such that net interest margins will not change more than 10% if interest rates change 100 basis points or more than 15% if interest rates change 200 basis points. There have been no changes to our policies or procedures for analyzing our interest rate risk since December 31, 2012, and there are no significant changes to our sensitivity to changes in interest rates since December 31, 2012 as disclosed in our Form 10-K.
 
 
39

 
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 September 30, 2013. Based upon the Evaluation, our CEO and CFO have concluded that, as of September 30, 2013, 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, except as previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
 
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. We are not 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, 2012, 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, 2012, which should be taken into consideration when reviewing the information contained in this report. There have been no material changes with regard to the risk factors previously disclosed in the Form 10-K. For other factors that may cause actual results to differ materially from those indicated in any forward-looking statement or projection contained in this report, see “Forward-Looking Statements” under Part 1, Item 2 above.
 
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
In connection with a private placement and pursuant to subscription agreements effective September 12, 2013, the Company issued and sold to accredited investors 35,035 shares of the Company’s common stock for $41.50 per share, for an aggregate purchase price of $1,453,952.50. The issuance and sale of the shares of the Company’s common stock were exempt from registration under the Securities Act of 1933, in reliance on the exemption from the registration requirements under the Securities Act of 1933 for transactions not involving a public offering pursuant to Section 4(2) under the Securities Act of 1933 and Rule 506 of Regulation D thereunder. No underwriter or placement agent was involved in the private placement, and no underwriting discounts or commissions were paid.
 
 
40

 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not Applicable.
 
ITEM 5. OTHER INFORMATION
 
None.
 
ITEM 6. EXHIBITS
 
Exhibit:
 
Description
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
 
XBRL Instance Document
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
SERVISFIRST BANCSHARES, INC.
 
 
Date: October 30, 2013
By
/s/ Thomas A. Broughton III
 
 
Thomas A. Broughton III
 
 
President and Chief Executive Officer
 
 
 
Date: October 30, 2013
By
/s/ William M. Foshee
 
 
William M. Foshee
 
 
Chief Financial Officer
 
 
41