UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K10-K

logo.jpg

(Mark One)

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

 FOR THE FISCAL YEAR ENDED DECEMBER 31, 20172020

OR

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

 

Commission file number 001-36452

SERVISFIRST BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware26-0734029
(State or Other Jurisdiction of(I.R.S. Employer
Incorporation or Organization)Identification No.)

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

 

(205) 949-0302

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of exchange on which registered

Common stock, par value $.001 per share

The

SFBS

NASDAQ StockGlobal Select Market LLC

Securities registered pursuant to Section 12(g) of the Act:

None

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes No 

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

Yes No 

Indicate by check mark whether the registrant has submitted electronically 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 ☒ No No☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.


 

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

 

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Smaller reporting company ☐ Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared or issued its audit report. Yes ☒ No ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No 

 

As of June 30, 2017,2020, the aggregate market value of the voting common stock held by non-affiliates of the registrant, based on a stock price of $36.89$35.76 per share of Common Stock, was $1,648,680,000.$1,690,486,000.

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

ClassOutstanding as of February 21, 201819, 2021
Common stock, $.001 par value53,082,44554,085,465

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with its 20182021 Annual Meeting of Stockholders are incorporated by reference into Part III of this annual report on Form 10-K.

 

 

 

 


 

SERVISFIRST BANCSHARES,BANCSHARES, INC.

 

TABLE OF CONTENTS

 

FORM 10-K

 

DECEMBER 31, 2017

2020

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS4
  
PART I.

5
ITEM 1.BUSINESS5
ITEM 1A.RISK FACTORS24
ITEM 1B.UNRESOLVED STAFF COMMENTS34
ITEM 2.PROPERTIES34
ITEM 3.LEGAL PROCEEDINGS35
ITEM 4.MINE SAFETY DISCLOSURES35
   

ITEM 1.

BUSINESS

5

ITEM 1A.

RISK FACTORS

25

ITEM 1B.

UNRESOLVED STAFF COMMENTS

39

ITEM 2. 

PROPERTIES

39

ITEM 3.

LEGAL PROCEEDINGS

40

ITEM 4.

MINE SAFETY DISCLOSURES

40

PART II.

3540

   
ITEM 55.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

3540

ITEM 6.

SELECTED FINANCIAL DATA

3741

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

4042

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

5960

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

6162

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES

101103

ITEM 9A.

CONTROLS AND PROCEDURES

101103

ITEM 9B.

OTHER INFORMATION

102104

   
PART III.

102104

   

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

102104

ITEM 11.

EXECUTIVE COMPENSATION

102104

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS102104
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE102104

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

102105

   
PART IV.

102105

   

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

102105

ITEM 16.

FORM 10-K SUMMARY

104108

   
SIGNATURES

105108
EXHIBIT INDEX105

 

3

 

3

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This annual report on Form 10-K and other publicly available documents, including the documents incorporated by reference herein, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exhange“Exchange Act”). These “forward-looking statements” reflect our current views with respect to, among other things, future events and our financial performance. The words “may,” “plan,” “contemplate,” “anticipate,” “believe,” “intend,” “continue,” “expect,” “project,” “predict,” “estimate,” “could,” “should,” “would,” “will,” and similar expressions are intended to identify such forward-looking statements, but other statements not based on historical information may also be considered forward-looking. All forward-looking statements are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements to differ materially from any results expressed or implied by such forward-looking statements. These statements should be considered subject to various risks and uncertainties, and are made based upon management’s belief as well as assumptions made by, and information currently available to, management pursuant to “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Such risks include, without limitation:

 

the effects of adverse changes in the economy or business conditions, either nationally or in our market areas;
credit risks, including credit risks resulting from the devaluation of collateralized debt obligations (CDOs) and/or structured investment vehicles to which we currently have no direct exposure;
the effects of governmental monetary and fiscal policies and legislative, regulatory and accounting changes applicable to banks and other financial service providers, including the impact on us and our customers of the Tax Cuts and Jobs Act;
the effects of hazardous weather in our markets;
the effects of competition from other financial institutions and financial service providers;
our ability to keep pace with technology changes, including with respect to cyber-security and preventing breaches of our and third-party security systems involving our customers and other sensitive and confidential data;
our ability to attract new or retain existing deposits, or to initiate new or retain current loans;
credit risks, including the deterioration of the credit quality of our loan portfolio, increased default rates and loan losses or adverse changes in our portfolio or in specific industry concentrations of our loan portfolio;
the effect of any merger, acquisition or other transaction to which we or any of our subsidiaries may from time to time be a party, including our ability to successfully integrate any business that we acquire;
the effect of changes in interest rates on the level and composition of deposits, loan demand and the values of loan collateral, securities and interest sensitive assets and liabilities;
the effects of terrorism and efforts to combat it;
an increase in the incidence or severity of fraud, illegal payments, security breaches or other illegal acts impacting our customers;
the results of regulatory examinations;
the effect of inaccuracies in our assumptions underlying the establishment of our loan loss reserves; and
other factors that are discussed in the section titled “Risk Factors” in Item 1A.

the global health and economic crisis precipitated by the COVID-19 outbreak;

the effects of the COVID-19 pandemic on business practices including, without limitation, work from home and similar initiatives that may result in changes in the usage of commercial real estate;

the effects of adverse changes in the economy or business conditions, either nationally or in our market areas;

credit risks, including the deterioration of the credit quality of our loan portfolio, increased default rates and loan losses or adverse changes in our portfolio or in specific industry concentrations of our loan portfolio;

the effects of governmental monetary and fiscal policies and legislative, regulatory and accounting changes applicable to banks and other financial service providers, including the impact on us and our customers of the Tax Cuts and Jobs Act;

the economic crisis and associated credit issues in industries most impacted by the COVID-19 outbreak, including but not limited to the restaurant, hospitality, travel and retail sectors;

the effects of hazardous weather in our markets;

the effects of competition from other financial institutions and financial service providers;

our ability to keep pace with technology changes, including with respect to cyber-security and preventing breaches of our and third-party security systems involving our customers and other sensitive and confidential data;

our ability to attract new or retain existing deposits, or to initiate new or retain current loans;

the effect of any merger, acquisition or other transaction to which we or any of our subsidiaries may from time to time be a party, including our ability to successfully integrate any business that we acquire;

the effect of changes in interest rates on the level and composition of deposits, loan demand and the values of loan collateral, securities and interest sensitive assets and liabilities;

the effects of terrorism and efforts to combat it;

the effects of force majeure events, including war, natural disasters, pandemics or other widespread disease outbreaks and other national or international crises;

an increase in the incidence or severity of fraud, illegal payments, security breaches or other illegal acts impacting our customers;

the increased regulatory and compliance burdens associated with our bank exceeding $10 billion in assets;

the results of regulatory examinations;

the effect of inaccuracies in our assumptions underlying the establishment of our loan loss reserves; and

other factors that are discussed in the section titled “Risk Factors” in Item 1A.

 

The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this annual report on Form 10-K. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

4

 

PART I

 

Unless this Form 10-K indicates otherwise, the terms “we,” ”our,” “us,” “the Company,” “ServisFirst Bancshares” and “ServisFirst” as used herein refer to ServisFirst Bancshares, Inc., and its subsidiaries, including ServisFirst Bank, which sometimes is referred to as “our bank subsidiary,” “our bank” or “the Bank,” and its other subsidiaries. References herein to the fiscal years 2013, 2014, 2015, 2016, 2017, 2018, 2019 and 20172020 mean our fiscal years ended December 31, 2013, 2014, 2015, 2016, 2017, 2018, 2019 and 2017,2020, respectively.

 

ITEM 1. BUSINESS

 

Overview

 

We are a bank holding company within the meaning of the Bank Holding Company Act of 1956 and are headquartered in Birmingham, Alabama. Through our wholly-owned subsidiary bank, we operate 2021 full-service banking offices located in Jefferson, Shelby, Madison, Montgomery, Houston, Mobile and Baldwin Counties of Alabama, Escambia and Hillsborough Counties of Florida, Cobb and Douglas Counties of Georgia, Charleston County, South Carolina and Davidson County, Tennessee, which are located in the metropolitan statistical areas (“MSAs”) of Birmingham-Hoover, Huntsville, Montgomery, Dothan, Daphne-Fairhope-Foley and Mobile, Alabama, Pensacola-Ferry Pass-Brent and Tampa-St. Petersburg-Clearwater, Florida, Atlanta-Sandy Springs-Roswell, Georgia, Charleston-North Charleston, South Carolina and Nashville-Davidson-Murfreesboro-Franklin, Tennessee. We also operate loan production offices in Columbus, Georgia, Sarasota, Florida, and Summerville, South Carolina. Through our bank, we originate commercial, consumer and other loans and accept deposits, provide electronic banking services, such as online and mobile banking, including remote deposit capture, deliver treasury and cash management services and provide correspondent banking services to other financial institutions.  As of December 31, 2017,2020, we had total assets of approximately $7.1$11.9 billion, total loans of approximately $5.9$8.5 billion, total deposits of approximately $6.1$10.0 billion and total stockholders’ equity of approximately $607.6$992.9 million.

 

We operate our bank using a simple business model based on organic loan and deposit growth, generated through high quality customer service, delivered by a team of experienced bankers focused on developing and maintaining long-term banking relationships with our target customers. We utilize a uniform, centralized back office risk and credit platform to support a decentralized decision-making process executed locally by our regional chief executive officers. This decentralized decision-making process allows individual lending officers varying levels of lending authority, based on the experience of the individual officer. When the total amount of loans to a borrower exceeds an officer’s lending authority, further approval must be obtained by the applicable regional chief executive officer (G. Carlton Barker – Montgomery, Andrew N. Kattos – Huntsville, B. Harrison Morris, III – Dothan, Rex D. McKinney – Pensacola, W. Bibb Lamar, Jr. – Mobile, Thomas G. Trouche – Charleston, Kenneth L. BarberJ. Harold Clemmer – Atlanta, Bradford A. Vieira – Nashville or Gregory W. Bryant – Tampa Bay) and/or our senior management team. Rather than relying on a more typical traditional retail bank strategy of operating a broad base of multiple brick and mortar branch locations in each market, our strategy focuses on operating a limited and efficient branch network with sizable aggregate balances of total loans and deposits housed in each branch office. We believe that this approach more appropriately addresses our customers’ banking needs and reflects a best-of-class delivery strategy for commercial banking services.

 

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 and the amortization and prepayment of loans and borrowings. Our principal sources of income are interest and fees collected on loans, interest and dividends collected on other investments, and service charges. Our principal expenses are interest paid on savings and other deposits, interest paid on our other borrowings, employee compensation, office expenses and other overhead expenses.

 

We previously formed SF Holding 1, Inc. as a subsidiaryCertain of our bank. We also formed SF Realty 1, Inc., SF FLA Realty, Inc., and SF GA Realty, Inc., as subsidiaries of SF Holding 1, Inc. In February 2016, we formed SF TN Realty, Inc. as a subsidiary of SF Holding 1, Inc. Also in February of 2016, we formed SF Intermediate Holding Company, Inc. and immediately following its formation our bank assigned all of the outstanding capital stock of SF Holding 1, Inc. to SF Intermediate Holding Company, Inc., such that SF Holding 1, Inc. is now a wholly owned first-tier subsidiary of SF Intermediate Holding Company, Inc. Each of SF Realty 1, Inc., SF FLA Realty, Inc., SF GA Realty, Inc. and SF TN Realty, Inc. hold and manage participations in residential mortgages and commercial real estate loans originated by our bank in Alabama, Florida, Georgia and Tennessee, respectively, and each have elected to be treated as a real estate investment trust, or REIT, for U.S. income tax purposes. Each of these entities is consolidated into the Company.

 

As a bank holding company, we are subject to regulation by the Federal Reserve. We are required to file reports with the Federal Reserve and are subject to regular examinations by that agency.

  

5

History

Our bank was founded by our President and Chief Executive Officer, Thomas A. Broughton, III, and commenced banking operations in May 2005 following an initial capital raise of $35 million, the largest capital raise by a de novo bank in the history of Alabama. We were incorporated as a Delaware corporation in August 2007 for the purpose of acquiring all of the common stock of our bank, and, in November 2007 our holding company became the sole shareholder of the bank by virtue of a plan of reorganization and agreement of merger. In May 2008, following our filing of a registration statement on Form 10 with the SEC, we became a reporting company within the meaning of the Exchange Act and have been filing annual, quarterly, and current reports, proxy statements and other information with the SEC since 2008. On May 19, 2014, we completed our initial public offering (the “Offering’) of our common stock. Since the completion of the Offering, our common stock has traded on The NASDAQ Global Select Market under the symbol “SFBS”.

Business Strategy

 

We are a full service commercial bank focused on providing competitive products, state of the art technology and quality service. Our business philosophy is to operate as a metropolitan community bank emphasizing prompt, personalized customer service to the individuals and businesses located in our primary markets. We aggressively market to our target customers, which include privately held businesses generally with $2 million to $250 million in annual sales, professionals and affluent consumers whom we believe are underserved by the larger regional banks operating in our markets. We also seek to capitalize on the extensive relationships that our management, directors, advisory directors and stockholders have with the businesses and professionals in our markets.

 

5

Focus on Core Banking Business.We deliver a broad array of core banking products to our customers. While many large regional competitors and national banks have chosen to develop non-traditional business lines to supplement their net interest income, we believe our focus on traditional commercial banking products driven by a high margin delivery system is a superior method to deliver returns to our stockholders. We emphasize an internal culture of keeping our operating costs as low as practical, which we believe leads to greater operational efficiency. Additionally, our centralized technology and process infrastructure contribute to our low operating costs. We believe this combination of products, operating efficiency and technology make us attractive to customers in our markets. In addition, we provide correspondent banking services to more than 330350 community banks located in 1520 states throughout the southern United States. We provide a source of clearing and liquidity to our correspondent bank customers, as well as a wide array of account, credit, settlement and international services.

 

Commercial Bank Emphasis. We have historically focused on people as opposed to places. This strategy translates into a smaller number of brick and mortar branch locations relative to our size, but larger overall branch sizes in terms of total deposits. As a result, as of December 31, 2017,2020, our branches averaged approximately $304.6$475.0 million in total deposits. In the more typical retail banking model, branch banks continue to lose traffic to other banking channels which may prove to be an impediment to earnings growth for those banks that have invested in large branch networks. In addition, unlike many traditional community banks, we place a strong emphasis on originating commercial and industrial loans, which comprised approximately 39%38.9% of our total loan portfolio as of December 31, 2017.2020.

 

Scalable, Decentralized Business Model. We emphasize local decision-making by experienced bankers supported by centralized risk and credit oversight. We believe that the delivery by our bankers of in-market customer decisions, coupled with risk and credit support from our corporate headquarters, allows us to serve our borrowers and depositors directly and in person, while managing risk centrally and on a uniform basis. We intend to continue our growth by repeating this scalable model in each market in which we are able to identify a strong banking team. Our goal in each market is to employ the highest quality bankers in that market. We then empower those bankers to implement our operating strategy, grow our customer base and provide the highest level of customer service possible. We focus on a geographic model of organizational structure as opposed to a line of business model employed by most regional banks. This structure assigns significant responsibility and accountability to our regional chief executive officers, who we believe will drive our growth and success. We have developed a business culture whereby our management team, from the top down, is actively involved in sales, which we believe is a key differentiator from our competition.

 

Local decision making has impacted how we have managed our business during the COVID-19 pandemic. Our ability to use technology-based delivery channels to service our customers in a low-contact environment played an integral part in maintaining social distancing to help prevent the spread of COVID-19. Our regional executives were able to manage their banking operations in compliance with local shut-down orders. Our employees were able to work remotely as needed.

Additionally, our decentralized, local credit decision making coupled with our advanced technology-based delivery channels enabled us to offer our customers efficient and timely access to the Small Business Administration’s Paycheck Protection Program (“PPP”) loans. We made over 4,900 PPP loans with an aggregate balance of approximately $1.05 billion during the year ended December 31, 2020.

Identify Opportunities in Vibrant Markets. Since opening our original banking facility in Birmingham in 2005, as of December 31, 2017,2020, we had expanded into nine additional markets. Our focus has been to expand opportunistically when we identify a strong banking team in a market with attractive economic characteristics and market demographics where we believe we can achieve a minimum of $300 million in deposits within five years of market entry. There are two primary factors we consider when determining whether to enter a new market:

 

the availability of successful, experienced bankers with strong reputations in the market; and

the availability of successful, experienced bankers with strong reputations in the market; and

 

6

the economic attributes of the market necessary to drive quality lending opportunities coupled with deposit-related characteristics of the potential market.

the economic attributes of the market necessary to drive quality lending opportunities coupled with deposit-related characteristics of the potential market.

 

Prior to entering a new market, historically we have identified and built a team of experienced, successful bankers with market-specific knowledge to lead the bank’s operations in that market, including a regional chief executive officer. Generally, we or members of our senior management team are familiar with these individuals based on prior work experience and reputation, and strongly believe in the ability of such individuals to successfully execute our business model. We also often assemble a non-voting advisory board of directors in our markets, comprised of members representing a broad spectrum of business experience and community involvement in the market. We currently have advisory boards in each of the Huntsville, Montgomery, Dothan, Mobile, Pensacola, Nashville, Atlanta and Charleston markets.

6

 

In addition to organic expansion, we may seek to expand through targeted acquisitions.

 

Markets and Competition

 

Our primary markets are broadly defined as the MSAs of Birmingham-Hoover, Huntsville, Montgomery, Dothan, Daphne-Fairhope-Foley and Mobile, Alabama, Pensacola-Ferry Pass-Brent, and Tampa-St. Petersburg-Clearwater and North Port-Sarasota-Bradenton, Florida, Atlanta-Sandy Springs-Roswell, Georgia, Charleston-North Charleston, South Carolina and Nashville-Davidson-Murfreesboro-Franklin, Tennessee. We draw most of our deposits from, and conduct most of our lending transactions in, these markets.

 

According to Federal Deposit Insurance Corporation (“FDIC”) reports, total deposits in each of our primary market areas have expanded from 20072010 to 20172020 (deposit data reflects totals as reported by financial institutions as of June 30th of each year) as follows:

 

 2017 2007 Compound Annual Growth Rate 

2020

  

2010

  

Compound Annual Growth Rate

 
 (Dollars in Billions) 

(Dollars in Billions)

 
Jefferson/Shelby County, Alabama $35.0  $21.1   5.19% $45.6  $22.6  7.27

%

Madison County, Alabama  7.1   5.0   3.57% 9.5  6.5  3.87

%

Montgomery County, Alabama  6.6   4.8   3.24% 7.6  4.6  5.15

%

Houston County, Alabama  2.6   1.8   3.75% 3.3  2.1  4.62

%

Mobile County, Alabama  7.2   5.5   2.73% 8.6  6.0  3.67

%

Baldwin County, Alabama

 5.4  3.2  5.37

%

Escambia County, Florida  4.2   3.8   1.01% 5.9  4.2  3.46

%

Hillsborough County, Florida  31.7   17.4   6.18% 38.0  21.4  5.91

%

Sarasota County, Florida

 16.8  11.8  3.60

%

Cobb County, Georgia  10.6   9.9   0.69% 18.2  9.5  6.72

%

Douglas County, Georgia  1.5   1.5   -% 2.1  1.4  4.14

%

Charleston County, South Carolina  10.6   7.1   4.09% 14.1  7.9  5.96

%

Davidson County, Tennessee  33.2   16.4   6.69% 50.2  20.8  9.21

%

 

Our bank is subject to intense competition from various financial institutions and other financial service providers. Our bank competes for deposits with other commercial banks, savings and loan associations, credit unions and issuers of commercial paper and other securities, such as money-market and mutual funds. In making loans, our bank competes with other commercial banks, savings and loan associations, consumer finance companies, credit unions, leasing companies, interest-based lenders and other lenders.

 

The following table illustrates our market share, by insured deposits, in our primary service areas at June 30, 20172020 (the most recent date such numbers were reported by the FDIC), as reported by the FDIC:

 

Market (1) Number of Branches Our Market Deposits Total Market Deposits Ranking Market Share Percentage 

Number of Branches

  

Our Market Deposits

  

Total Market Deposits

  

Ranking

  

Market Share Percentage

 
 (Dollars in Millions) 

(Dollars in Millions)

 
Alabama:           
Birmingham-Hoover MSA  3  $2,360.2  $37,863.7   4   6.23% 3  $3,932.1  $52,063.5  4  7.55

%

Huntsville MSA  2   758.6   7,815.3   3   9.71% 2  1,065.2  10,457.9  3  10.19

%

Montgomery MSA  2   550.0   8,116.1   6   6.78% 2  906.1  9,400.9  4  9.64

%

Dothan MSA  2   484.1   3,207.6   2   15.09% 2  713.0  3,989.4  1  17.87

%

Mobile MSA  2   236.6   7,232.5   8   3.27% 1  403.8  8,758.2  8  4.61

%

Daphne-Fairhope-Foley MSA

 1  46.4  5,414.8  20  0.86

%

Florida:                     
Pensacola-Ferry Pass-Brent MSA  2   330.1   5,590.2   7   5.91% 2  545.6  7,629.0  6  7.15

%

Tampa-St. Petersburg-Clearwater MSA  1   40.9   81,937.6   55   0.05% 1  325.4  101,248.1  30  0.32

%

Georgia:                     
Atlanta-Sandy Springs-Roswell MSA  3   247.8   166,887.7   39   0.15% 3  610.8  193,980.5  25  0.31

%

South Carolina:                     
Charleston-North Charleston MSA  1   104.7   13,248.8   18   0.79% 1  252.6  17,469.4  12  1.45

%

Tennessee:                     
Nashville-Davidson-Murfreesboro MSA  1   286.9   57,393.3   29   0.50% 1  552.2  80,992.8  19  0.68

%

 

7

 

The following table illustrates the combined total deposits for all financial institutions in the counties in which we operate as a percent of the total of all deposits in each state at June 30, 2017,2020, as reported by the FDIC:

 

Alabama

  58.361.8

%

Florida

  6.48.6

%

Georgia

  5.07.1

%

South Carolina

  12.513.4

%

Tennessee

  22.526.0

%

 

Our retail and commercial divisions operate in highly competitive markets. We compete directly in retail and commercial banking markets with other commercial banks, savings and loan associations, credit unions, mortgage brokers and mortgage companies, mutual funds, securities brokers, consumer finance companies, other lenders and insurance companies, locally, regionally and nationally. Many of our competitors compete by using offerings by mail, telephone, computer and/or the Internet. Interest rates, both on loans and deposits, and prices of services are significant competitive factors among financial institutions generally. Providing convenient locations, desired financial products and services, convenient office hours, quality customer service, quick local decision making, a strong community reputation and long-term personal relationships are all important competitive factors that we emphasize.

 

In our markets, our five largest competitors are Regions Bank, Wells Fargo Bank, BBVA Compass, BB&TTruist and Synovus Bank. These institutions, as well as other competitors of ours, have greater resources, serve broader geographic markets, have higher lending limits, offer various services that we do not offer and can better afford, and make broader use of, media advertising, support services, and electronic technology than we can. To offset these competitive disadvantages, we depend on our reputation for greater personal service, consistency, flexibility and the ability to make credit and other business decisions quickly.

 

Lending Services

Lending Policy

Our lending policies are established to support the credit needs of our primary market areas. Consequently, we aggressively seek high-quality borrowers within a limited geographic area and in competition with other well-established financial institutions in our primary service areas that have greater resources and lending limits than we have.

Loan Approval and Review

Our loan approval policies set various levels of officer lending authority. When the total amount of loans to a single borrower exceeds an individual officer’s lending authority, further approval, up to $3.0 million secured, must be obtained from the Regional CEO and/or our senior management team, based on our loan policies.

 

Commercial Loans

 

Our commercial lending activity is directed principally toward businesses and professional service firms whose demand for funds falls within our legal lending limits. We make loans to small- and medium-sized businesses in our markets for the purpose of upgrading plant and equipment, buying inventory and for general working capital. Typically, targeted business borrowers have annual sales generally between $2 million and $250 million. This category of loans includes loans made to individual, partnership and corporate borrowers, and such loans are obtained for a variety of business purposes. We offer a variety of commercial lending products to meet the needs of business and professional service firms in our service areas. These commercial lending products include seasonal loans, bridge loans and term loans for working capital, expansion of the business, or acquisition of property, plant and equipment. We also offer commercial lines of credit. The repayment terms of our commercial loans will vary according to the needs of each customer.

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Our commercial loans usually are collateralized. Generally, collateral consists of business assets, including accounts receivable, inventory, equipment, or real estate. Collateral is subject to the risk that we may have difficulty converting it to a liquid asset if necessary, as well as risks associated with degree of specialization, mobility and general collectability in a default situation. To mitigate this risk, we underwrite collateral to strict standards, including valuations and general acceptability based on our ability to monitor its ongoing condition and value.

 

We underwrite our commercial loans primarily on the basis of the borrower’s cash flow, ability to service debt, and degree of management expertise. As a general practice, we take as collateral a security interest in any available real estate, equipment or personal property. Under limited circumstances, we may make commercial loans on an unsecured basis. Commercial loans may be subject to many different types of risks, including fraud, bankruptcy, economic downturn, deteriorated or non-existent collateral, and changes in interest rates. Perceived and actual risks may differ depending on the particular industry in which a borrower operates. General risks to an industry, such as an economic downturn or instability in the capital markets, or to a particular segment of an industry are monitored by senior management on an ongoing basis. When warranted, loans to individual borrowers who may be at risk due to an industry condition may be more closely analyzed and reviewed by the credit review committee or board of directors. Commercial and industrial borrowers are required to submit financial statements to us on a regular basis. We analyze these statements, looking for weaknesses and trends, and will assign the loan a risk grade accordingly. Based on this risk grade, the loan may receive an increased degree of scrutiny by management, up to and including additional loss reserves being required.management.

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Real Estate Loans

 

We make commercial real estate loans, construction and development loans and residential real estate loans.

 

Commercial Real Estate. Commercial real estate loans are generally limited to terms of five years or less, although payments are usually structured on the basis of a longer amortization. Interest rates may be fixed or adjustable, although rates generally will not be fixed for a period exceeding five years. In addition, we generally will require personal guarantees from the principal owners of the property supported by a review by our management of the principal owners’ personal financial statements.

 

Commercial real estate lending presents risks not found in traditional residential real estate lending. Repayment is dependent upon successful management and marketing of properties and on the level of expense necessary to maintain the property. Repayment of these loans may be adversely affected by conditions in the real estate market or the general economy. Also, commercial real estate loans typically involve relatively large loan balances to a single borrower. To mitigate these risks, we closely monitor our borrower concentration. These loans generally have shorter maturities than other loans, giving us an opportunity to reprice, restructure or decline renewal. As with other loans, all commercial real estate loans are graded depending upon strength of credit and performance. A higher risk grade will bring increased scrutiny by our management, the credit review committee and the board of directors.

 

Construction and Development Loans. We make construction and development loans both on a pre-sold and speculative basis. If the borrower has entered into an agreement to sell the property prior to beginning construction, then the loan is considered to be on a pre-sold basis. If the borrower has not entered into an agreement to sell the property prior to beginning construction, then the loan is considered to be on a speculative basis. Construction and development loans are generally made with a term of 12 to 2436 months, with interest payable monthly. The ratio of the loan principal to the value of the collateral as established by independent appraisal typically will not exceed 80% of residential construction loans. Speculative construction loans will be based on the borrower’s financial strength and cash flow position. Development loans are generally limited to 75% of appraised value. Loan proceeds will be disbursed based on the percentage of completion and only after the project has been inspected by an experienced construction lender or third-party inspector. During times of economic stress, construction and development loans typically have a greater degree of risk than other loan types.

 

To mitigate the risk of construction loan defaults in our portfolio, the board of directors and management tracks and monitors these loans closely. Total construction loans increased $245.8 million in 2017. Our allocation of loan loss reserve for these loans decreased $0.1$72.2 million to $5.0$593.6 million at December 31, 2017 compared to $5.12020. There were $1.0 million at the end 2016. Charge-offs decreased from $0.8 million for 2016 to $0.1 million for 2017,in charge-offs on construction loans during 2020 and the overall qualityno charge-offs during 2019. The amount of the construction loan portfolio has improved with $1.5 millionloans rated as substandard at December 31, 2017 compared todecreased from $4.3 million at December 31, 2016.2019 to $235,000 at December 31, 2020.

 

Residential Real Estate Loans. Our residential real estate loans consist primarily of residential second mortgage loans, residential construction loans and traditional mortgage lending for one-to-four family residences. We will originate fixed-rate mortgages with long-term maturities. The majority of our fixed-rate loans are sold in the secondary mortgage market. All loans are made in accordance with our appraisal policy, with the ratio of the loan principal to the value of collateral as established by independent appraisal generally not exceeding 85%. Risks associated with these loans are generally less significant than those of other loans and involve bankruptcies, economic downturn, customer financial problems and fluctuations in the value of real estate, and homes in our primary service areas may experience significant price declines in the future. We have not made and do not expect to make any “Alt-A” or subprime loans.

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Consumer Loans

 

We offer a variety of loans to retail customers in the communities we serve. Consumer loans in general carry a moderate degree of risk compared to other loans. They are generally more risky than traditional residential real estate loans but less risky than commercial loans. Risk of default is usually determined by the well-being of the local economies. During times of economic stress, there is usually some level of job loss both nationally and locally, which directly affects the ability of the consumer to repay debt. Risk on consumer-type loans is generally managed through policy limitations on debt levels consumer borrowers may carry and limitations on loan terms and amounts depending upon collateral type.

 

Our consumer loans include home equity loans (open- and closed-end), vehicle financing, loans secured by deposits, and secured and unsecured personal loans. These various types of consumer loans all carry varying degrees of risk.

 

Commitments and Contingencies

 

As of December 31, 2017,2020, we had commitments to extend credit beyond current fundingsamounts funded of approximately $1.9$2.6 billion, had issued standby letters of credit in the amount of approximately $41.7$66.2 million, and had commitments for credit card arrangements of approximately $128.1$286.1 million.

Policy for Determining the Loan Loss Allowance

The allowance for loan losses represents our management’s assessment of the risk associated with extending credit and its evaluation of the quality of the loan portfolio. In calculating the adequacy of the loan loss allowance, our management evaluates the following factors:

 

the asset quality of individual loans;
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changes in the national and local economy and business conditions/development, including underwriting standards, collections, and charge-off and recovery practices;
changes in the nature and volume of the loan portfolio;
changes in the experience, ability and depth of our lending staff and management;
changes in the trend of the volume and severity of past-due loans and classified loans, and trends in the volume of non-accrual loans, troubled debt restructurings and other modifications, as has occurred in the residential mortgage markets and particularly for residential construction and development loans;
possible deterioration in collateral segments or other portfolio concentrations;
historical loss experience (when available) used for pools of loans (i.e., collateral types, borrowers, purposes, etc.);
changes in the quality of our loan review system and the degree of oversight by our board of directors; and
the effect of external factors such as competition and the legal and regulatory requirement on the level of estimated credit losses in our current loan portfolio.

These factors are evaluated quarterly, and changes in the asset quality of individual loans are evaluated as needed.

We assign all of our loans individual risk grades when they are underwritten. We have established minimum general reserves based on the risk grade of the loan. We also apply general reserve factors based on historical losses, management’s experience and common industry and regulatory guidelines.

After a loan is underwritten and booked, it is monitored by the account officer, management, internal loan review, and representatives of our independent external loan review firm over the life of the loan. Payment performance is monitored monthly for the entire loan portfolio; account officers contact customers during the regular course of business and may be able to ascertain whether weaknesses are developing with the borrower; independent loan consultants perform a review annually; and federal and state banking regulators perform annual reviews of the loan portfolio. If we detect weaknesses that have developed in an individual loan relationship, we downgrade the loan and assign higher reserves based upon management’s assessment of the weaknesses in the loan that may affect full collection of the debt. We have established a policy to discontinue accrual of interest (non-accrual status) after any loan 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 process of collection. In addition, a loan will be placed on non-accrual status before it becomes 90 days delinquent if management believes that the borrower’s financial condition is such that the collection of interest or principal is doubtful. 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 non-accrual loans is recognized only as received. If a loan will not be collected in full, we increase the allowance for loan losses to reflect our management’s estimate of any potential exposure or loss.

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Our net loan losses to average total loans increased to 0.29% for the year ended December 31, 2017 from 0.11% for the year ended December 31, 2016, which was down from 0.13% for the year ended December 31, 2015. Historical performance, however, is not an indicator of future performance, and our future results could differ materially. As of December 31, 2017, we had $10.8 million of non-accrual loans. We have allocated approximately $5.0 million of our allowance for loan losses to real estate construction, acquisition and development, and lot loans, $32.9 million to commercial and industrial loans, $21.0 million to real estate mortgage loans and $0.5 million to consumer loans and have a total loan loss reserve as of December 31, 2017 of $59.4 million. The loan loss reserve methodology incorporates qualitative factors which are 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. Our management believes, based upon historical performance, known factors, overall judgment, and regulatory methodologies, that the current methodology used to determine the adequacy of the allowance for loan losses is reasonable.

Our allowance for loan losses is also subject to regulatory examinations and determinations as to adequacy, which may take into account such factors as the methodology used to calculate the allowance for loan losses and the size of the allowance for loan losses in comparison to a group of peer banks identified by the regulators. During their routine examinations of banks, regulatory agencies may require a bank to make additional provisions to its allowance for loan losses when, in the opinion of the regulators, credit evaluations and allowance for loan loss methodology differ materially from those of management.

While it is our policy to charge off in the current period loans for which a loss is considered probable, there are additional risks of future losses that cannot be quantified precisely or attributed to particular loans or classes of loans. Because these risks include the state of the economy, our management’s judgment as to the adequacy of the allowance is necessarily approximate and imprecise.

 

Investments

 

In addition to loans, we purchase investments in securities, primarily in mortgage-backed securities and state and municipal securities. No investment in any of those instruments will exceed any applicable limitation imposed by law or regulation. Our board of directors reviews the investment portfolio on an ongoing basis in order to ensure that the investments conform to the policy as set by the board of directors. Our investment policy provides that no more than 60% of our total investment portfolio may be composed of municipal securities. All securities held are traded in liquid markets, and we have no auction-rate securities. We had no investments in any one security, restricted or liquid, in excess of 10% of our stockholders’ equity at December 31, 2017.2020.

 

Deposit Services

 

We seek to establish solid core deposits, including checking accounts, money market accounts, savings accounts and a variety of certificates of deposit and IRA accounts. To attract deposits, we employ an aggressive marketing plan throughout our service areas that features a broad product line and competitive services. The primary sources of core deposits are residents of, and businesses and their employees located in, our market areas. We have obtained deposits primarily through personal solicitation by our officers and directors, through reinvestment in the community, and through our stockholders, who have been a substantial source of deposits and referrals. We make deposit services accessible to customers by offering direct deposit, wire transfer, night depository, banking-by-mail and remote capture for non-cash items. Our bank is a member of the FDIC, and thus our deposits (subject to applicable FDIC limits) are FDIC-insured.

 

Other Banking Services

 

Given client demand for increased convenience and account access, we offer a range of products and services, including 24-hour telephone banking, direct deposit, Internet banking, mobile banking, traveler’s checks, safe deposit boxes, attorney trust accounts and automatic account transfers. We also participate in a shared network of automated teller machines and a debit card system that our customers are able to use, and, in certain accounts subject to certain conditions, we rebate to the customer the ATM fees automatically after each business day. Additionally, we offer Visa® credit cards.

 

Asset, Liability and Risk Management

 

We manage our assets and liabilities with the aim of providing an optimum and stable net interest margin, a profitable after-tax return on assets and return on equity, and adequate liquidity. These management functions are conducted within the framework of written loan and investment policies. To monitor and manage the interest rate margin and related interest rate risk, we have established policies and procedures to monitor and report on interest rate risk, devise strategies to manage interest rate risk, monitor loan originations and deposit activity and approve all pricing strategies. We attempt to maintain a balanced position between rate-sensitive assets and rate-sensitive liabilities. Specifically, we chart assets and liabilities on a matrix by maturity, effective duration, and interest adjustment period, and endeavor to manage any gaps in maturity ranges.

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Seasonality and Cycles

 

We do not consider our commercial banking business to be seasonal.

 

Employees

We had 434 employees as of December 31, 2017. We consider our employee relations to be good, and we have no collective bargaining agreements with any employees.

Supervision and Regulation

 

Both we and our bank are subject to extensive state and federal banking laws and regulations that impose restrictions on, and provide for general regulatory oversight of, our operations. These laws and regulations restrict our permissible activities and investments, impose conditions and requirements on the products and services we offer and the manner in which they are offered and sold, and require compliance with various consumer protection provisions applicable to lending, deposits,protections for loan, deposit, brokerage, fiduciary, and fiduciary activities.other customers, among other things. They also impose capital adequacy requirements and restrict our ability to repurchase our stock andor pay dividends, or to receive dividends from our bank.bank subsidiary, and impose capital adequacy and liquidity requirements. These laws and regulations generally are intended to protect customers rather(including depositors), the FDIC’s Deposit Insurance Fund and the banking system as a whole, and generally are not intended for the protection of stockholders or other investors. The consequences of noncompliance with these, or other applicable laws or regulations, can include substantial monetary and nonmonetary sanctions.

In addition, we are subject to comprehensive supervision and periodic examination by the Federal Reserve, the FDIC and the Alabama State Banking Department (the “Alabama Banking Department”), among other regulatory bodies. These examinations consider not only compliance with applicable laws, regulations and supervisory policies of the agency, but also capital levels, asset quality, risk management effectiveness, the ability and performance of management and the board of directors, the effectiveness of internal controls, earnings, liquidity and various other factors. We also will be subject to comprehensive supervision and periodic examination by the Consumer Financial Protection Bureau (the “CFPB”) with respect to most federal consumer protection laws if our total assets are greater than stockholders. $10 billion for four consecutive quarters. Our total assets were greater than $10 billion at the end of the second, third, and fourth quarters of 2020, and we expect our total assets to be greater than $10 billion at the end of the first quarter of 2021. For that reason, we expect to be subject to comprehensive supervision and periodic examination by the CFPB after that date.

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The results of examination activity by any of our federal bank regulators potentially can result in the imposition of significant limitations on our activities and growth. These regulatory agencies generally have broad discretion to impose restrictions and limitations on the operations of a regulated entity and take enforcement action, including the imposition of substantial monetary penalties and nonmonetary requirements, against a regulated entity where the relevant agency determines, amount other things, that such operations fail to comply with applicable law or regulations or are conducted in an unsafe or unsound manner. This supervisory framework, including the examination reports and supervisory ratings (which are not publicly available) of the agencies, could materially impact the conduct, growth and profitability of our operations.

The following discussion describes select material elements of the regulatory framework that applies to us. However, theThe description below is not intended to summarize all laws, regulations and supervisory policies applicable to us and is qualified in its entirety by reference to the full text of the statutes, regulations and supervisory policies described. Further, the following discussion addresses the select material elements of the regulatory framework as in effect as of the date of this annual report on Form 10-K. Legislation and regulatory action to revise federal and state banking laws and regulations, applicable to us.

sometimes in a substantial manner, are continually under consideration by the U.S. Congress, state legislatures and federal and state regulatory agencies. Accordingly, the following discussion must be read in light of the enactment of any new federal or state banking laws or regulations or any amendment or repeal of existing laws or regulations, or any change in the policies of the regulatory agencies with jurisdiction over our operations, after the date of this annual report on Form 10-K.

Bank Holding Company Supervision and Regulation

 

SinceBecause we own all of the capital stock of the bank, we are a bank holding company under the federal Bank Holding Company Act of 1956, as amended (the “BHC Act”). As a result, we are primarily subject to the supervision, examination and reporting requirements of the BHC Act and the regulations of the Board of Governors of the Federal Reserve System (the “Federal Reserve”).

 

Acquisition of Banks

 

The BHC Act requires every bank holding company to obtain the Federal Reserve’s prior approval before:

 

 

acquiring direct or indirect ownership or control of any voting shares of any bank if, after the acquisition, the bank holding company will, directly or indirectly, own or control more than 5% of the bank’s voting shares;

acquiring all or substantially all of the assets of any bank; or

merging or consolidating with any other bank holding company.

 

Additionally, the BHC Act provides that the Federal Reserve may not approve any of these transactions if such transaction would result in or tend to create a monopoly or substantially lessen competition or otherwise function as a restraint of trade, unless the anti-competitive effects of the proposed transaction are clearly outweighed by the public interest in meeting the convenience and needs of the community to be served. The Federal Reserve also is required to consider the financial and managerial resources and future prospects of the bank holding companies and banks concerned and the convenience and needs of the community to be served. The Federal Reserve’s consideration of financial resources generally focuses on capital adequacy, which is discussed in the section below titled Supervision and Regulation—Bank Supervision and Regulation—Bank Supervision and Regulation – Capital Adequacy.”Adequacy”and the consideration of convenience and needs of the community to be served includes the institution’s performance under the Community Reinvestment Act.

 

Under the interstate banking and branching sections of the BHC Act, if adequately capitalized and adequately managed, we or any other bank holding company located in Alabama may purchase a bank located outside of Alabama. Conversely, an adequately capitalized and adequately managed bank holding company located outside of Alabama may purchase a bank located inside Alabama. In each case, however, restrictions may be placed on the acquisition of a bank that has only been in existence for a limited amount of time or will result in specified concentrations of deposits.

 

Change in Bank Control

 

Subject to various exceptions, the BHC Act and the Change in Bank Control Act, together with related regulations, require Federal Reserve approval prior to any person’s or company’s acquiring “control” of a bank holding company. Under a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company would, under the circumstances set forth in the presumption, constitute acquisition of control of the bank holding company. In addition, any person or group of persons must obtain the approval of the Federal Reserve before acquiring 25% (5% in the case of an acquirer that is already a bank holding company) or more of the outstanding common stock of a bank holding company, or otherwise obtaining control or a “controlling influence” over the bank holding company.

 

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PermittedPermissible Activities Under the BHC Act

 

Under the BHC Act, a bank holding company is generally permitted to engage in or acquire direct or indirect control of more than 5% of the voting shares of any company engaged in the following activities:

 

 

banking or managing or controlling banks; and

 

any activity that the Federal Reserve determines to be so closely related to banking as to be a proper incident to the business of banking.

 

Activities that the Federal Reserve has found to be so closely related to banking as to be a proper incident to the business of banking include: factoring accounts receivable; making, acquiring, brokering or servicing loans and usual related activities; leasing personal property; operating a non-bank depository institution, such as a savings association; trust company functions; financial and investment advisory activities; certain agency securities brokerage activities; underwriting and dealing in government obligations and money market instruments; providing specified management consulting and counseling activities; performing selected data processing services and support services; acting as an agent or broker in selling credit life insurance and other types of insurance in connection with credit transactions; and performing selected insurance underwriting activities. Despite prior approval, the Federal Reserve may order a bank holding company or its subsidiaries to terminate any of these activities or to terminate its ownership or control of any subsidiary when it has reasonable cause to believe that the bank holding company’s continued ownership, activity or control constitutes a serious risk to the financial safety, soundness, or stability of it or any of its bank subsidiaries.

 

In addition to the permissible bank holding company activities listed above, a bank holding company may qualify and elect to become a financial holding company, permitting the bank holding company to engage in activities that are financial in nature or incidental or complementary to financial activity.activity without posing a substantial risk to the safety and soundness of a depository institution or to the financial system generally. The BHC Act expressly lists the following activities as financial in nature: lending, trust and other banking activities; insuring, guaranteeing, or indemnifying against loss or harm, or providing and issuing annuities, and acting as principal, agent, or broker for these purposes, in any state; providing financial, investment, or advisory services; issuing or selling instruments representing interests in pools of assets permissible for a bank to hold directly; underwriting, dealing in or making a market in securities; other activities that the Federal Reserve may determine to be so closely related to banking or managing or controlling banks as to be a proper incident to managing or controlling banks; activities permitted outside of the United States if the Federal Reserve has determined them to be usual in connection with banking operations abroad; merchant banking through securities or insurance affiliates; and insurance company portfolio investments. For us to qualify to become a financial holding company, the bank and any other depository institution subsidiary of ours must be well-capitalized and well-managed and must have a Community Reinvestment Act (“CRA”) rating of at least “satisfactory”. Additionally, we must file an election with the Federal Reserve to become a financial holding company and must provide the Federal Reserve with 30 days written notice prior to engaging in a permitted financial activity. We have not elected to become a financial holding company at this time.

 

Support of Subsidiary Institutions

 

The Federal Deposit Insurance Act and Federal Reserve policy require a bank holding company to act as a source of financial and managerial strength to its bank subsidiaries and to take measures to preserve and protect its bank subsidiaries in situations where additional investments in a troubled bank may not otherwise be warranted. In addition, where a bank holding company has more than one bank or thrift subsidiary, each of the bank holding company’s subsidiary depository institutions is responsible for any losses to the FDIC as a result of an affiliated depository institution’s failure. As a result, a bank holding company may be required to loan money to a bank subsidiary in the form of subordinate capital notes or other instruments which qualify as capital under bank regulatory rules. However, any loans from the holding company to such subsidiary banks likely will be unsecured and subordinated to such bank’s depositors and perhaps to other creditors of the bank.

 

Repurchase or Redemption of Securities

 

A bank holding company is generally required to give the Federal Reserve prior written notice of any purchase or redemption of its own then-outstanding equity securities if the gross consideration for the purchase or redemption, when combined with the net consideration paid for all such purchases or redemptions during the preceding 12 months, is equal to 10% or more of the company’s consolidated net worth. The Federal Reserve may disapprove such a purchase or redemption if it determines that the proposal would constitute an unsafe and unsound practice, or would violate any law, regulation, Federal Reserve order or directive, or any condition imposed by, or written agreement with, the Federal Reserve. The Federal Reserve has adopted an exception to this approval requirement for well-capitalized bank holding companies that meet certain conditions.

 

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Bank Supervision and Regulation

 

Generally

 

The bank is an Alabama state-chartered bank and, as such, is subject to examination and regulation by the Alabama State Banking Department (the “Alabama Banking Department”).Department. The bank is not a member of the Federal Reserve System but is subject to various regulations and requirements promulgated by the Federal Reserve, the Consumer Financial Protection Bureau (the “CFPB”),CFPB, the Federal Trade Commission, the Financial Crimes Enforcement Network, the Office of Foreign Assets Control (“OFAC”), and other federal regulatory agencies. State non-member banks are, in addition to regulation by the applicable state regulatory authority, subject to supervision and regular examination by the FDIC. The FDIC and the Alabama Banking Department regularly examine the bank’s operations and have the authority to approve or disapprove mergers, the establishment of branches and similar corporate actions. Both regulatory agencies have the power to prevent the development or continuance of unsafe or unsound banking practices or other violations of law. Additionally, the bank’s deposits are insured by the FDIC to the maximum extent provided by law. The extensive state and federal banking laws and regulations to which the bank is subject are generally intended to protect the bank’s customers rather than our stockholders.(including depositors), the FDIC’s Deposit Insurance Fund and the banking system as a whole, and generally is not intended for the protection of stockholders or other investors. The following discussion describes the material elements of the regulatory framework that applies to the bank.

 

Temporary Relief from Certain Asset-Based Regulatory Thresholds

On November 20, 2020, federal banking regulators jointly issued an interim final rule effective December 2, 2020 to provide temporary relief for community banking organizations with less than $10 billion in total assets as of December 31, 2019. The relief came in the form of an exemption from certain regulations and reporting requirements that those institutions would otherwise become subject to as a result of a growth in asset size caused by their participation in PPP and similar federal coronavirus response programs. The interim final rule permits qualifying banks and bank holding companies to use asset data as of December 31, 2019, in order to determine whether various regulatory asset thresholds apply during the calendar years of 2020 and 2021. It also temporarily revises the instructions to various Federal Reserve regulatory reports so that qualifying entities may use their December 31, 2019, asset data to determine reporting requirements for those reports in 2020 and 2021. This means that we and the bank may, through December 31, 2021, determine the applicability of certain asset-based regulatory thresholds using our asset data as of December 31, 2019, since our total assets as of that date were less than $10 billion.  In order to address certain limited instances in which regulatory burden relief would be inappropriate, federal banking regulators have reserved authority in their respective regulations to require a community banking organization to comply with a given regulatory requirement that would otherwise not be applicable to the organization pursuant to the relief provided by the interim final rule.

Two prominent regulatory requirements not included in the interim final rule are the Volcker Rule and the supervisory authority of the CFPB that is triggered once an organization attains $10 billion in assets. We discuss the applicability to us of the Volcker Rule and CFPB examination below.

Branching

 

Under current Alabama law, and subject to applicable FDIC rules and regulations, the bank may open branch offices throughout Alabama with the prior approval of the Alabama Banking Department. In addition, with prior regulatory approval, the bank may acquire branches of existing banks located in Alabama. While prior law imposed various limits on the ability of banks to establish new branches in states other than their home state, the Dodd-Frank Act allows a bank to branch into a new state by acquiring a branch of an existing institution or by setting up a new branch, without merging with an existing institution in the target state, if, under the laws of the state in which the branch is to be located, a bank chartered by that state would be permitted to establish the branch. This makes it much simpler for banks to open de novo branches in other states. We opened our initial offices in Pensacola, Florida, Nashville, Tennessee, Charleston, South Carolina, and Tampa Bay, Florida, using this mechanism.

  

FDIC Insurance Assessments

 

The bank’s deposits are insured by the FDIC to the full extent provided in the Federal Deposit Insurance Act, and the bank pays assessments to the FDIC for that coverage. Under the FDIC’s risk-based deposit insurance assessment system, an insured institution’s deposit insurance premium is computed by multiplying the institution’s assessment base by the institution’s assessment rate. An institution's assessment base and assessment rate are determined each quarter.

An institution’s assessment base equals the institution’s average consolidated total assets during a particular assessment period, minus the institution’s average tangible equity capital (that is, Tier 1 capital) during such period. An institution’sThe method for determining an institution's risked-based assessment rate differs for small banks and large banks. Small banks (generally, those with less than $10 billion in assets over four consecutive quarters) are assigned an individual rate based on a formula using financial data and CAMELS ratings. Large banks (generally, those with $10 billion or more in assets over four consecutive quarters) are assigned an individual rate based on a scorecard. The scorecard combines the following measures to produce a score that is converted to an assessment rate: CAMELS component ratings, financial measures used to measure a bank's ability to withstand asset-related and funding-related stress, and a measure of loss severity that estimates the relative magnitude of potential losses to the FDIC in the event of the bank's failure. Assessment rates for both large and small banks are subject to adjustment. Assessment rates: (1) decrease for issuance of long-term unsecured debt, including senior unsecured debt and subordinated debt; (2) increase for holdings of long-term unsecured or subordinated debt issued by other insured banks (the Depository Institution Debt Adjustment or DIDA); and (3) for large banks that are not well-rated or not well-capitalized, increase for significant holdings of brokered deposits. The bank expects to become subject to the large bank scorecard methodology in the second quarter of 2021, and if that occurs, its assessment rate is assigned by the FDIC onlikely to increase as a quarterly basis and is based on a number of factors related to the risk the institution poses to the Deposit Insurance Fund. Those factors include, among other things, the institution’s capital adequacy, liquidity, loan and deposit portfolio characteristics, asset quality, earnings, and rate of growth. For the fourth quarter of 2017, the bank’s assessment rate was set at $0.0134, or $0.0536 annually, per $100 of assessment base.result.

 

In addition to its risk-based insurance assessments, the FDIC also imposesimposed Financing Corporation (“FICO”) assessments to help pay the $780 million in annual interest payments on the $8 billion of bonds issued in the late 1980s1980’s as part of the government rescue of the savings and loan industry. For the fourth quarter of 2017, the bank’sThe last remaining FICO bonds matured in September 2019. The final FICO assessment was equalcollected on the March 31, 2019 FDIC invoice and we do not expect any further FICO assessments to $0.0012, or $0.0048 annually, per $100 of assessment base. These assessments will continue until the bonds mature in 2019.be made.

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The FDIC is responsible for maintaining the adequacy of the Deposit Insurance Fund, and the amount the bank pays for deposit insuranceto the FDIC in assessments is affected not only by the risk the bank poses to the Deposit Insurance Fund, but also by the adequacy of the fund to cover the risk posed by all insured institutions. From 2008 to 2013, the United States experienced an unusually high number of bank failures, resulting in significant losses to the Deposit Insurance Fund. Moreover, the Dodd-Frank Act permanently increased the standard maximum deposit insurance amount from $100,000 to $250,000, and raised the minimum required Deposit Insurance Fund reserve ratio (i.e., the ratio of the amount on reserve in the Deposit Insurance Fund to the total estimated insured deposits) from 1.15% to 1.35%. To support the Deposit Insurance Fund in response to those circumstances, the FDIC took several extraordinary actions, including imposing a one-time special assessment on insured institutions and requiring institutions to prepay quarterly assessments attributable to a three-year period. IfThe FDIC also has established a higher long-term target Deposit Insurance Fund ratio of 2%. We cannot predict whether, as a result of an adverse change in economic conditions or other reasons, the FDIC were towill take those types ofsimilar extraordinary actions againor otherwise increase deposit insurance assessment levels in the future. Any future theyincreases could have a negative impact on theour bank’s earnings.

On September 30, 2018, the Deposit Insurance Fund reserve ratio reached 1.36 percent. Banks with less than $10 billion in total assets received assessment credits for the portion of their assessments that grew the reserve ratio from 1.15% to 1.35 percent. The credit began to be applied when the reserve ratio exceeded a target 1.38 percent ratio. As the bank did not yet have $10 billion in total assets at the time of the assessment credits, we recognized a credit of $1.7 million during 2019 as a result of this credit.

The FDIC may terminate its insurance of an institution's deposits if it finds that the institution has engaged in unsafe and unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

 

Termination of Deposit Insurance

 

The FDIC may terminate its insurance of deposits of a bank if it finds that the bank has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC.

 

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Liability of Commonly Controlled Depository Institutions

 

Under the Federal Deposit Insurance Act, an FDIC-insured depository institution can be held liable for any loss incurred by, or reasonably expected to be incurred by, the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to any commonly controlled FDIC-insured depository institution in danger of default. “Default” is defined generally as the appointment of a conservator or receiver, and “in danger of default” is defined generally as the existence of certain conditions indicating that a default is likely to occur in the absence of regulatory assistance. The FDIC’s claim for damage is superior to claims of stockholders of the insured depository institution but is subordinate to claims of depositors, secured creditors, other general and senior creditors, and holders of subordinated debt (other than affiliates) of the institution.

 

Community Reinvestment Act

 

The CRA requires that, in connection with examinations of financial institutions within their respective jurisdictions, the Federal Reserve or the FDIC will evaluate the record of each financial institution in meeting the needs of its local community, including low and moderate-income neighborhoods. These factors are also considered in evaluating mergers, acquisitions, and applications to open an office or facility. Failure to adequately meet these criteria could impose additional requirements and limitations on the bank. Additionally, we must publicly disclose the terms of various CRA-related agreements.

 

Interest Rate Limitations

 

Interest and other charges collected or contracted for by the bank are subject to state usury laws and federal laws concerning interest rates.

 

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Federal Laws Applicable to Consumer Credit and Deposit Transactions

 

The bank’s loan and deposit operations are subject to a number of federal consumer protection laws and regulations, including, among others:

 

 

the Federal Truth-In-Lending Act, as implemented by Regulation Z issued by the CFPB, governing, among other things, the disclosure of credit terms to consumers;

 

the Real Estate Settlement Procedures Act, as implemented by Regulation X issued by the CFPB, prescribing, among other things, requirements in connection with residential mortgage loan applications, settlements, and servicing;

 

the Home Mortgage Disclosure Act, as implemented by Regulation C issued by the CFPB, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves;

the Equal Credit Opportunity Act, as implemented by Regulation B issued by the CFPB, prohibiting discrimination on the basis of race, color, religion, national origin, sex, marital status, age, or certain other prohibited factors in all aspects of credit transactions, imposing certain requirements regarding credit applications, and prescribing certain disclosure obligations;

the Fair Credit Reporting Act, as implemented in part by Regulation V issued by the CFPB, governing the use and provision of information to credit reporting agencies by imposing, among other things, requirements for financial institutions to develop policies and procedures to identify potential identity theft, requirements for entities that furnish information to consumer reporting agencies (which would include the bank) to implement procedures and policies regarding the accuracy and integrity of the furnished information and respond to disputes from consumers regarding credit reporting issues, requirements for mortgage lenders to disclose credit scores to consumers, and limitations on the ability of a business that receives consumer information from an affiliate to use that information for marketing purposes;

 

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the Fair Debt Collection Practices Act, as implemented in part by Regulation F issued by the CFPB, governing the manner in which consumer debts may be collected by debt collectors;

the Servicemembers’ Civil Relief Act, governing the repayment terms of, and property rights underlying, secured obligations of persons in military service;

the Right to Financial Privacy Act, which imposes a duty to maintain the confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; and

 

the Electronic Funds Transfer Act, as implemented by Regulation E issued by the CFPB, governing automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.services; and

the Truth in Savings Act, as implemented by Regulation DD issued by the CFPB, governing, among other things, the disclosure of deposit terms to consumers

 

Additionally, the Dodd-Frank Act permits states to adopt consumer protection laws and standards that are more stringent than those adopted at the federal level and, in certain circumstances, permits state attorneys general to enforce compliance with both the state and federal laws and regulations.

Capital Adequacy

 

General Information. The federal banking regulators view capital levels as important indicators of an institution’s financial soundness. In this regard, we and the bank are required to comply with the capital adequacy standards established by the Federal Reserve (in our case) and the FDIC and the Alabama Banking Department (in the case of the bank). Such standards are based on the December 2010 final capital framework for strengthening international capital standards, known as Basel III, of the Basel Committee on Banking Supervision (the “Basel Committee”). The implementation of Basel III for United States institutions began on January 1, 2015. Prior to that date, the risk-based capital rules applicable to us and the bank were based on the 1988 Capital Accord, known as Basel I, of the Basel Committee

 

Current capital standards are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance-sheet exposure, and to minimize disincentives for holding liquid assets. Assets and off-balance-sheet items, such as letters of credit and unfunded loan commitments, are assigned to broad risk categories, each with appropriate risk weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and off-balance-sheet items.

 

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Failure to meet capital guidelines could subject a bank or bank holding company to a variety of enforcement remedies, including issuance of a capital directive, the termination of deposit insurance by the FDIC, a prohibition on accepting brokered deposits, and certain other restrictions on its business. Significant additional restrictions can be imposed on FDIC-insured depository institutions that fail to meet applicable capital requirements.

 

United States Implementation of Basel III. In July 2013, the federal banking agencies published final rules (the “Basel III Capital Rules”) to implement, in part, the Basel III framework issued by the Basel Committee and certain provisions of the Dodd-Frank Act. The Basel III Capital Rules apply to banking organizations, including us and the bank.

  

Among other things, the Basel III Capital Rules: (i) emphasize common equity tier 1 capital, or “CET1,” which is predominately made up of retained earnings and common stock instruments; (ii) specify that an institution’s tier 1 capital consists of CET1 and additional financial instruments satisfying specified requirements that permit inclusion in tier 1 capital; (iii) define CET1 narrowly by requiring that most deductions or adjustments to regulatory capital measures be made to CET1 and not to the other components of capital; and (iv) expand the scope of the deductions or adjustments from capital as compared to the previous regulations. The Basel III Capital Rules also provide a permanent exemption from a proposed phase out of existing trust preferred securities and cumulative perpetual preferred stock from regulatory capital for banking organizations with less than $15 billion in total consolidated assets as of December 31, 2009.

 

The Basel III Capital Rules provide for the following minimum capital to risk-weighted assets ratios:

 

 

4.5% based upon CET1;

 

6.0% based upon tier 1 capital; and

 

8.0% based upon total regulatory capital.

 

A minimum leverage ratio (tier 1 capital as a percentage of total assets) of 4.0% is also required under the Basel III Capital Rules. The Basel III Capital Rules additionally require institutions to retain a capital conservation buffer of 2.5% above these required minimum capital ratio levels. The capital conservation buffer, which must consist of CET1, is designed to absorb losses during periods of economic stress. Banking organizations that fail to maintain the minimum 2.5% capital conservation buffer could face restrictions on capital distributions or discretionary bonus payments to executive officers.

 

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The Basel III Capital Rules became effective as applied to us and the bank on January 1, 2015, with a phase in period that generally extendsextended from January 1, 2015 through January 1, 2019. We and the bank are currently in compliance with Basel III Capital Rules.

 

The Basel Committee, the U.S. federal banking regulators, and other interested parties may propose changes to the Basel III Capital Rules from time to time based on a number of factors, including prevailing economic conditions and policy initiatives. For example, in September 2017 the U.S. federal banking regulators proposed revisions to the Basel III Capital Rules to simplify the capital treatment of certain types of assets, including certain types of mortgage servicing rights, tax deferred assets, and commercial real estate loans. If adopted, those revisions could provide regulatory relief to all but the largest and most internationally active U.S. banks and bank holding companies. Similarly, in December 2017, the Basel Committee published revisions to its regulatory framework in an effort to strengthen credibility in the calculation of risk-weighted assets and otherwise improve existing capital rules in certain respects. At this time, it is unknown whether proposals and revisions such as these will become final rules binding upon U.S. bank holding companies and banks, and it is unclear how they may affect us and the bank. We will continue to monitor these and similar proposals and revisions for adoption and implementation.

 

In December 2017, the Basel Committee published revisions to its regulatory framework that it described as the finalization of the Basel III post-crisis regulatory reforms. Among other things, these revisions are meant to strengthen credibility in the calculation of risk-weighted assets by enhancing the robustness and risk sensitivity of the standardized approaches for credit risk and operational risk and to add new capital requirements for certain “unconditional cancellable commitments,” such as credit card lines. These revisions will be generally effective on January 1, 2022, with an aggregate output floor phasing in through January 1, 2027. Operational risk capital requirements and a capital floor only apply to advanced approaches institutions under current U.S. capital rules.

 

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Prompt Corrective Action. The Federal Deposit Insurance Corporation Improvement Act of 1991 established a system of “prompt corrective action” to resolve the problems of undercapitalized financial institutions. Under this system, which was modified by the Basel III Capital Rules, the federal banking regulators have established five capital categories (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) into which all institutions are placed. The federal banking agencies have also specified by regulation the relevant capital thresholds for each of those categories. At December 31, 2017,2020, the bank was well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the bank had to maintain minimum total risk-based, tier 1 risk-based, CET1 risk-based, and tier 1 leverage ratios of 10%, 8%, 6.5% and 5%, respectively.

 

Federal banking regulators are required to take various mandatory supervisory actions and are authorized to take other discretionary actions with respect to institutions in the three undercapitalized categories. The severity of the action depends upon the capital category in which the institution is placed. Generally, subject to a narrow exception, the banking regulator must appoint a receiver or conservator for an institution that is critically undercapitalized.

 

An institution that is categorized as undercapitalized, significantly undercapitalized, or critically undercapitalized is required to submit an acceptable capital restoration plan to its appropriate federal banking agency. A bank holding company must guarantee that a subsidiary depository institution meets its capital restoration plan, subject to various limitations. The controlling holding company’s obligation to fund a capital restoration plan is limited to the lesser of (i) 5% of an undercapitalized subsidiary’s assets at the time it became undercapitalized and (ii) the amount required to meet regulatory capital requirements. An undercapitalized institution also is generally prohibited from increasing its average total assets, making acquisitions, establishing any branches or engaging in any new line of business, except under an accepted capital restoration plan or with FDIC approval. The regulations also establish procedures for downgrading an institution to a lower capital category based on supervisory factors other than capital.

  

Liquidity

 

Financial institutions are subject to significant regulatory scrutiny regarding their liquidity positions. This scrutiny has increased during recent years, as the economic downturn that began in the late 2000’s negatively affected the liquidity of many financial institutions. Various bank regulatory publications, including FDIC Financial Institution Letter FIL-13-2010 (Funding and Liquidity Risk Management) and FDIC Financial Institution Letter FIL-84-2008 (Liquidity Risk Management), address the identification, measurement, monitoring and control of funding and liquidity risk by financial institutions.

 

Basel III also addresses liquidity management by proposing two new liquidity metrics for financial institutions. The first metric is the “Liquidity Coverage Ratio”, and it aims to require a financial institution to maintain sufficient high quality liquid resources to survive an acute stress scenario that lasts for one month. The second metric is the “Net Stable Funding Ratio,” and its objective is to require a financial institution to maintain a minimum amount of stable sources relative to the liquidity profiles of the institution’s assets, as well as the potential for contingent liquidity needs arising from off-balance sheet commitments, over a one-year horizon.

 

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In the Basel III Capital Rules, the federal banking regulators did not address either the Liquidity Coverage Ratio or the Net Stable Funding Ratio. However, in September 2014, the federal banking agencies adopted final rules implementing a Liquidity Coverage Ratio requirement in the United States for larger banking organizations. In May 2016, the federal banking agencies issued proposed rules implementing a Net Stable Funding Ratio requirement, also for larger U.S. banking organizations.organizations, which proposed rule was still pending final approval as of fall 2018. Neither we nor the bank is subject to either set of rules.

 

The Liquidity Coverage Ratio and the Net Stable Funding Ratio continue to be monitored for implementation, and we cannot yet provide concrete estimates as to how those requirements, or any other regulatory positions regarding liquidity and funding, might affect us or our bank. However, increased liquidity requirements generally would be expected to cause the bank to invest its assets more conservatively—and therefore at lower yields—than it otherwise might invest. Such lower-yield investments likely would reduce the bank’s revenue stream, and in turn its earnings potential.

 

Payment of Dividends

 

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

 

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The Alabama Banking Department also regulates the bank’s dividend payments. Under Alabama law, a state-chartered bank may not pay a dividend in excess of 90% of its net earnings until the bank’s surplus is equal to at least 20% of its capital (our bank’s surplus currently exceeds 20% of its capital). Moreover, our bank is also required by Alabama law to obtain the prior approval of the Superintendent of Banks (“Superintendent”) for its payment of dividends if the total of all dividends declared by the bank in any calendar year will exceed the total of (i) the bank’s net earnings (as defined by statute) for that year, plus (ii) its retained net earnings for the preceding two years, less any required transfers to surplus. Based on this, our bank would be limited to paying $239.0$382.5 million in dividends as of December 31, 2017,2020, subject to maintaining certain required capital levels. In addition, no dividends, withdrawals or transfers may be made from the bank’s surplus without the prior written approval of the Superintendent.

 

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

  

Restrictions on Transactions with Affiliates and Insiders

 

We are subject to Section 23A of the Federal Reserve Act, which places limits on the amount of: a bank’s loans or extensions of credit to affiliates; a bank’s investment in affiliates; assets a bank may purchase from affiliates, except for real and personal property exempted by the Federal Reserve; loans or extensions of credit made by a bank to third parties collateralized by the securities or obligations of affiliates; a bank’s guarantee, acceptance or letter of credit issued on behalf of an affiliate; a bank’s transactions with an affiliate involving the borrowing or lending of securities to the extent they create credit exposure to the affiliate; and a bank’s derivative transactions with an affiliate to the extent they create credit exposure to the affiliate. The total amount of the above transactions is limited in amount, as to any one affiliate, to 10% of a bank’s capital and surplus and, as to all affiliates combined, to 20% of a bank’s capital and surplus. In addition to the limitation on the amount of these transactions, certain of these transactions must also meet specified collateral requirements. The bank must also comply with other provisions designed to avoid the taking of low-quality assets.

 

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We are also subject to Section 23B of the Federal Reserve Act, which, among other things, prohibits an institution from engaging in these transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the institution or its subsidiaries, as those prevailing at the time for comparable transactions with nonaffiliated companies.

 

The bank is also subject to restrictions on extensions of credit to its executive officers, directors, principal shareholders and their related interests. These extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and (ii) must not involve more than the normal risk of repayment or present other unfavorable features. There is also an aggregate limitation on all loans to insiders and their related interests. These loans cannot exceed the institution’s total unimpaired capital and surplus, and the FDIC may determine that a lesser amount is appropriate. Insiders are subject to enforcement actions for knowingly accepting loans in violation of applicable restrictions. Alabama state banking laws also have similar provisions.

 

Lending Limits

 

Under Alabama law, the amount of loans which may be made by a bank in the aggregate to one person is limited. Alabama law provides that unsecured loans by a bank to one person may not exceed an amount equal to 10% of the capital and unimpaired surplus of the bank or 20% in the case of secured loans. For purposes of calculating these limits, loans to various business interests of the borrower, including companies in which a substantial portion of the stock is owned or partnerships in which a person is a partner, must be aggregated with those made to the borrower individually. Loans secured by certain readily marketable collateral are exempt from these limitations, as are loans secured by deposits and certain government securities.

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Commercial Real Estate Concentration Limits

 

In December 2006, the U.S. bank regulatory agencies issued guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” to address increased concentrations in commercial real estate (“CRE”) loans. The guidance describes the criteria the agencies will use as indicators to identify institutions potentially exposed to CRE concentration risk. An institution that has (i) experienced rapid growth in CRE lending, (ii) notable exposure to a specific type of CRE, (iii) total reported loans for construction, land development, and other land representing 100% or more of the institution’s capital, or (iv) total CRE loans representing 300% or more of the institution’s capital, and the outstanding balance of the institution’s CRE portfolio has increased by 50% or more in the prior 36 months, may be identified for further supervisory analysis of the level and nature of its CRE concentration risk.

 

In December 2015, the U.S. bank regulatory agencies issued guidance titled “Statement on Prudent Risk Management for Commercial Real Estate Lending” to remind financial institutions of existing guidance on prudent risk management practices for CRE lending activity, including the 2006 guidance described above. In the 2015 guidance, the agencies noted their belief that financial institutions had eased CRE underwriting standards in recent years. The 2015 guidance went on to identify actions that financial institutions should take to protect themselves from CRE-related credit losses during difficult economic cycles. The 2015 guidance also indicated that the agencies would pay special attention in the future to potential risks associated with CRE lending.

 

Privacy and Data Security

 

Under federal law as implemented by Regulation P, financial institutions are required to disclose their policies for collecting and protecting the non-public personal information of their consumer customers. Consumer customers generally may prevent financial institutions from sharing non-public personal information with nonaffiliated third parties except under certain circumstances, such as the processing of transactions requested by the consumer or when the financial institution is jointly offering a product or service with a nonaffiliated financial institution. Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third party for use in telemarketing, direct mail marketing or other marketing to consumers.

The federal banking regulators regularly issue guidance regarding cybersecurity intended to enhance cyber risk management standards among financial institutions. In addition, financial institutions are subject to various state privacy laws that may, among other things, impose data security requirements on all customer information, whether consumer or commercial customer information, and impose data breach notification obligations. The state data breach notification requirements generally apply based on the residence of the consumer and not on the bank’s presence in the state, location of the collateral property, or other variables.

 

Anti-Terrorism and Money Laundering Legislation

 

Our bank is subject to federal laws that are designed to counter money laundering and terrorist financing, and transactions with persons, companies, or foreign governments sanctioned by the United States. These include the USA Patriot Act, the Bank Secrecy Act, the Money Laundering Control Act, and the requirements of OFAC.the United States Treasury Department’s Office of Foreign Assets Control (OFAC). These statutes and related rules and regulations impose requirements and limitations on specified financial transactions and account andor other relationships, intendedincluding obligations of a depository institution to guard against money laundering and terrorism financing. Our bank has established averify customer identification program pursuant to Section 326 of the USA Patriot Act and maintains records of cash purchases of negotiable instruments, filesidentity, conduct customer due diligence, report on suspicious activity file reports of transactions in currency, and conduct enhanced due diligence on certain cashaccounts. They also prohibit us from engaging in transactions exceeding $10,000 (daily aggregate amount),with certain designated restricted countries and reports suspicious activity that might signify money laundering, tax evasion, or other criminal activities pursuantpersons. We are required by our regulators to the Bank Secrecy Act. Our bank otherwise has implementedmaintain policies and procedures to comply with the foregoing requirements.restrictions.

 

Failure to comply with these statutes, rules and regulations, or failure to maintain an adequate compliance program, could lead to monetary penalties and reputational damage to our bank. Our banking regulators evaluate the effectiveness of our policies and procedures when determining whether to approve certain proposed banking activities. We believe the policies and procedures implemented by our Board are sufficient to be compliant with these laws.

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Effect of Governmental Monetary Policies

 

Our bank’s earnings are affected by domestic economic conditions and the monetary and fiscal policies of the United States government and its agencies. The Federal Reserve’s monetary policies have had, and are likely to continue to have, an important impact on the operating results of commercial banks through its power to implement national monetary policy in order, among other things, to curb inflation or combat a recession. The monetary policies of the Federal Reserve affect the levels of bank loans, investments and deposits through its control over the issuance of United States government securities, its regulation of the discount rate applicable to member banks and its influence over reserve requirements to which member banks are subject. We cannot predict, and have no control over, the nature or impact of future changes in monetary and fiscal policies.

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Sarbanes-Oxley Act of 2002

 

The Sarbanes-Oxley Act represents a comprehensive revision of laws affecting corporate governance, accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all companies with equity securities registered, or that file reports, under the Exchange Act. In particular, the act established (i) requirements for audit committees, including independence, expertise and responsibilities; (ii) responsibilities regarding financial statements for the chief executive officer and chief financial officer of the reporting company and new requirements for them to certify the accuracy of periodic reports; (iii) standards for auditors and regulation of audits; (iv) disclosure and reporting obligations for the reporting company and its directors and executive officers; and (v) civil and criminal penalties for violations of the federal securities laws. The legislation also established a new accounting oversight board to enforce auditing standards and restrict the scope of services that accounting firms may provide to their public company audit clients.

 

Overdraft Fees

 

Regulation E imposes restrictions on banks’ abilities to charge overdraft fees. The rule prohibits financial institutions from charging fees for paying overdrafts on ATM and one-time debit card transactions, unless a consumer consents, or opts in, to the overdraft service for those types of transactions.

 

Interchange Fees

 

The Dodd-Frank Act, through a provision known as the Durbin Amendment, required the Federal Reserve to establish standards for interchange fees that are “reasonable and proportional” to the cost of processing a debit card transaction and imposes other requirements on card networks. Institutions likeIn June 2011, the bankFederal Reserve implemented a rule, which includes a cap of 21 cents plus .05% of the transaction on the interchange fee for debit card issuers with less than$10 billion or more in assets. The Bank exceeded $10 billion in assets are exempt. However, whilefor the bank is underfirst time as of June 30, 2020. The Durbin Amendment becomes effective for us on July 1, 2022. We do not anticipate that it will have a material impact on our revenue. Furthermore, the $10 billion level that caps income per transaction, the bankBank has been affected by federal regulations that prohibit network exclusivity arrangements and routing restrictions. Essentially, issuers and networks must allow transaction processing through a minimum of two unaffiliated networks.

Compensation Practices

Our compensation practices are subject to guidance provided by federal banking regulators designed to ensure that incentive compensation arrangements at banking organizations take into account risk and are consistent with safe and sound practices. During May 2016, several financial regulators jointly issued a proposed rule designed to prohibit incentive-based compensation arrangements that could encourage inappropriate risks by providing excessive compensation or that could lead to a material financial loss. The proposed rule would require incentive-based compensation arrangements to adhere to three basic principles; (1) a balance between risk and reward, (2) effective risk management and controls, and (3) effective governance. It also would require appropriate board of directors (or committee) oversight and recordkeeping and disclosures to the appropriate agency. The proposed rule uses a tiered approach that applies its provisions to covered financial institutions according to the size of the institution.

 

The Volcker Rule

 

In December 2013, five U.S. financial regulators, including the Federal Reserve and the FDIC, adopted a final rule implementing the so-called “Volcker Rule.” The Volcker Rule was created by Section 619 of the Dodd-Frank Act and prohibits “banking entities” from engaging in “proprietary trading” and making investments and conducting certain other activities with “private equity funds and hedge funds.” Although the final rule provides some tiering of compliance and reporting obligations based on size, the fundamental prohibitions of the Volcker Rule apply to banking entities of any size, including us and the bank.

 

BankingSince the adoption of the final rule in 2013, U.S. financial regulators and other federal agencies have further adopted several changes to the final rule. On January 14, 2014, the agencies adopted an interim final rule permitting banking entities to retain interests in certain collateralized debt obligations backed primarily by trust preferred securities if certain qualifications are met. On July 9, 2019, the agencies adopted a final rule excluding community banks (i.e., those banks having $10 billion or less in total consolidated assets and trading assets and liabilities of 5% or less of total consolidated assets) from the Volcker Rule. On October 8, 2019, the agencies finalized revisions to the Volcker rule that simplified and streamlined compliance requirements for banking entities that do not engage in anyhave significant trading activities, while banking entities with significant trading activity would become subject to more stringent compliance requirements. The revisions continue to prohibit proprietary trading, while providing greater clarity and certainty for activities allowed under the law. With the changes, the agencies expect that the universe of trades that are considered prohibited proprietary trading will remain generally the activities covered bysame as under the Volcker Rule (other thanagencies' 2013 final rule. These revisions became effective on January 1, 2020, with respect to certain U.S. government, agency, and/or municipal obligations) are nota required to adopt any formal compliance program specific todate of January 1, 2021.

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To date, the Volcker Rule. We have concluded that we do not engage in the activities covered byprohibitions under the Volcker Rule and that the Volcker Rule doesfinal rule adopted thereunder have not impacthad, and we do not currently expect them to have in the future, a material effect on our operations.businesses or revenue, but they do limit the scope of permissible activities in which we might engage.

The Dodd-Frank Act

 

The Dodd-Frank Act was signed into law in July 2010 and has significantly changed the bank regulatory environment and the lending, deposit, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act required various federal agencies to adopt a broad range of new implementing rules and regulations and to prepare numerous studies and reports for Congress. The federal agencies were given significant discretion in drafting the implementing rules and regulations. Although

In May 2018, the Economic Growth, Regulatory Relief and Consumer Protection Act (“EGRRCPA”) was signed into law. In many ofinstances the final rules and regulations called for byEGRRCPA increased the Dodd-Frank Act havemandated asset thresholds, to which enhanced supervision and prudential standards are applied. Previously, bank holding companies with assets of $10 billion or more were subject to stress testing.  The asset threshold has been adopted, the implementation of some of those rules and regulations is in its early stages, and rulemaking has not yet become final for certain Dodd-Frank Act provisions. As a result, the full impact of the Dodd-Frank Act may not be known for many years.increased to $250 billion.  

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A number of the effects of the Dodd-Frank Act are described or otherwise accounted for in various parts of this Supervision and Regulation section. The following items provide a brief description of certain other provisions of the Dodd-Frank Act that may be relevant to us and the bank.

 

 

The Dodd-Frank Act created the CFPB and gave it broad powers to supervise and enforce consumer protection laws. The CFPB now has broad rule-making authority for a wide range of consumer protection laws that apply to all banks, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets.assets for four consecutive quarters. Institutions with less than $10 billion in assets for four consecutive quarters will continue to be examined for compliance with consumer laws by their primary bank regulator. We had more than $10 billion in total assets for the last three consecutive quarters of 2020 and expect to have more than $10 billion in total assets at the end of the first quarter of 2021. If that occurs, we will be subject to CFPB supervisory and enforcement authority after that date. Expenses related to regulatory compliance are likely to increase as a result.

 

The Dodd-Frank Act imposed new requirements regarding the origination and servicing of residential mortgage loans. The law created a variety of new consumer protections, including limitations on the manner by which loan originators may be compensated and an obligation on the part of lenders to verify a borrower’s “ability to repay” a residential mortgage loan.

 

The Dodd-Frank Act imposes many investor protection, corporate governance and executive compensation rules that have affected most U.S. publicly traded companies. The Dodd-Frank Act (i) requires publicly traded companies to give stockholders a non-binding vote on executive compensation and golden parachute payments; (ii) enhances independence requirements for compensation committee members; (iii) requires companies listed on national securities exchanges to adopt incentive-based compensation clawback policies for executive officers; (iv) authorizes the SEC to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials; and (v) directs the federal banking regulators to issue rules prohibiting incentive compensation that encourages inappropriate risks.

 

Although insured depository institutions have long been subject to the FDIC’s resolution process, the Dodd-Frank Act creates a new mechanism for the FDIC to conduct the orderly liquidation of certain “covered financial companies,” including bank holding companies and systemically significant non-bank financial companies. Upon certain findings being made, the FDIC may be appointed receiver for a covered financial company, and would conduct an orderly liquidation of the entity. The FDIC liquidation process is modeled on the existing Federal Deposit Insurance Act bank resolution process, and generally gives the FDIC more discretion than in the traditional bankruptcy context.

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As noted above, the implementation of the Dodd-Frank Act is ongoing, and certain provisions of the Dodd-Frank Act are still subject to rulemaking. In addition, we will be subject to heightened regulatory scrutiny and requirements as a result of our total assets exceeding $10 billion as of December 31, 2020 and if our total assets exceed $10 billion for four consecutive quarters ending with the first quarter in 2021. As a result, it is difficult to anticipate the overall financial impact of the Dodd-Frank Act on the bank and us. However, compliance with the Dodd-Frank Act and its implementing regulations has resulted in, and is expected to continue to result in, additional operating and compliance costs that could have a material adverse effect on our business, financial condition and results of operations.

In addition to regulations issued by the Alabama Banking Department and federal banking regulators, we are subject to regulations issued by other state and federal agencies with respect to certain financial products and services we offer and our operations generally. These include, for example, the SEC, various taxing authorities, and various state insurance regulators.

  

Other Legislation and Regulatory Action relating to Financial Institutions

 

Government efforts made over the last decade to strengthen the United States financial system, including the Dodd-Frank Act and its related rules and regulations, subject us and the bank to a number of new regulatory compliance obligations, many of which may impose additional fees, costs, requirements, and restrictions. These fees, costs, requirements, and restrictions, as well as any others that may be imposed in the future, may have a material adverse effect on our business, financial condition, and results of operations.

 

New proposals to change the laws and regulations governing the banking industry are frequently introduced in the United States Congress, in the state legislatures and before the various bank regulatory agencies. The likelihood and timing of any such changes and the impact such changes might have on us and the bank, however, cannot be determined at this time. In this regard, bills are presently pending before Congress and certain state legislatures, and additional bills may be introduced in the future in Congress and state legislatures, to alter the structure, regulation and competitive relationships of financial institutions. We cannot predict whether or in what form any of these proposals will be adopted or the extent to which our business may be affected by any new regulation or statute.

 

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Available InformationHuman Capital Resources

 

Our corporate website is www.servisfirstbank.com.At ServisFirst Bancshares, we believe that our Employees are truly our most valuable asset and that each of us directly contributes to our continued mutual success. As of December 31, 2020, we had 493 full-time equivalent employees. We have direct links187 employees located in our corporate office, including sales and operations, and 312 in our regional offices and branches. Our management believes that we have good relations with our employees.

Hiring, Promotion & Talent Development

We are always looking to build our workforce from within and promote from our current talent pool whenever possible. When this is not the case, we look to career fairs and local colleges to network on this website to our Code of Ethics and the charters for our Audit, Compensation and Corporate Governance and Nominations Committees by clicking on the “Investor Relations” tab.an ongoing basis, as well as utilizing professional networking platforms, such as LinkedIn. We also have direct linksa referral bonus program for current employees, which we believe helps us to diversify our workforce at the same time. We are also committed to the continued development of our employees. Compliance, IT and other banking industry-related trainings are completed by employees throughout the year. We also aim to assist our employees with position-related training and development when available.

Health and Safety

The success of our business is fundamentally connected to the well-being of our people. Accordingly, we are committed to the health, safety and wellness of our employees. In response to local government and health guidelines around the COVID-19 pandemic, glass barriers have been installed where necessary, and we regularly encourage our employees to utilize video conferencing platforms when possible. All branches and internal corporate offices have been provided with cleaning supplies and are encouraged to disinfect surface areas consistently. We maintain a social distancing policy and update our procedures as federal and state agencies make new recommendations.

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Compensation and Benefits

We provide robust compensation and benefits programs to help meet the needs of our employees. In addition to competitive salaries, these programs include annual bonuses, a 401(k) Retirement Plan, full medical, dental and vision insurance, life insurance and paid time off. As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent.

Diversity and Inclusion

We are committed to our filingscontinued efforts to increase diversity and foster an inclusive work environment that supports our employees and the communities we serve. We recruit the best people for the job regardless of gender, race, ethnicity, age, disability, sexual orientation, gender identity, cultural background or religious belief. It is our policy to fully comply with all state and federal laws applicable to discrimination in the Securities and Exchange Commission (SEC), including, but not limited to, our annual reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and any amendments to these filings, which are available free of charge through our corporate website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. You may also obtain a copy of any such report from us free of charge by requesting such copy in writing to 2500 Woodcrest Place, Birmingham, Alabama 35209, Attention: Chief Financial Officer.

Executive Officers of the Registrantworkplace.

 

A brief description of the background of each of our named executive officers as of December 31, 2020 is set forth below.

 

Thomas A. Broughton, III (62)(65) – Mr. Broughton has served as our President and Chief Executive Officer and a director since 2007 and as President, Chief Executive Officer and a director of the Bank since its inception in May 2005. Mr. Broughton was appointed Chairman of the Board effective January 1, 2019, following the retirement of our former Chairman. Mr. Broughton has spent the entirety of his banking career in the Birmingham area. In 1985, Mr. Broughton was named President of the de novo First Commercial Bank. When First Commercial Bank was acquired by Synovus Financial Corp. in 1992, Mr. Broughton continued as President and was named Chief Executive Officer of First Commercial Bank. In 1998, he became Regional Chief Executive Officer of Synovus Financial Corp., responsible for the Alabama and Florida markets. In 2001, Mr. Broughton’s Synovus region shifted, and he became Regional Chief Executive Officer for the markets of Alabama, Tennessee and parts of Georgia. He continued his work in this position until his retirement from Synovus in August 2004. Mr. Broughton’s experience in banking has afforded him opportunities to work in many areas of banking and has given him exposure to all bank functions. Mr. Broughton served on the Board of Directors of Cavalier Homes, Inc. from 1986 until 2009, when the company was sold to a subsidiary of Berkshire Hathaway.

 

Clarence C. Pouncey, III (61)(64) – Mr. Pouncey has served as our Executive Vice President and Chief Operating Officer since 2007 and Executive Vice President and Chief Operating Officer of the Bank since November 2006. Prior to joiningMr. Pouncey retired from the Company Mr. Pouncey was employed by SouthTrustand Bank (subsequently, Wachovia Bank and now Wells Fargo Bank) at its corporate headquarters in Birmingham, in various capacities from 1978 to 2006, most recently as the Senior Vice President and Regional Manager of Real Estate Financial Services. During his employment with SouthTrust, Mr. Pouncey oversaw various operational and production functions in its nine-state footprint of Alabama, Florida, Georgia, Mississippi, North Carolina, South Carolina, Tennessee, Texas and Virginia, and while employed by Wachovia, Mr. Pouncey oversaw various operational and production functions in Alabama, Arizona, Tennessee and Texas.effective December 31, 2020.

 

William M. Foshee (63)(66) – Mr. Foshee has served as our Executive Vice President, Chief Financial Officer, Treasurer and Secretary since 2007 and as Executive Vice President, Chief Financial Officer, Treasurer and Secretary of the Bank since 2005. Mr. Foshee served as the Chief Financial Officer of Heritage Financial Holding Corporation, a publicly traded bank holding company headquartered in the Huntsville MSA,Decatur, Alabama, from 2002 until it was acquired in 2005. Mr. Foshee is a Certified Public Accountant.

 

Rodney E. Rushing (60)(63) – Mr. Rushing has served as the Executive Vice President and Executive for Correspondent Banking for us and the bank since 2011. Effective January 25, 2021, Mr. Rushing was appointed to serve as our Executive Vice President and Chief Operating Officer. Prior to joining us, Mr. Rushing was employed at BBVA Compass from 1982 to 2011, most recently serving as Executive Vice President of Correspondent Banking. At the time of his departure in March 2011, the correspondent banking division of BBVA Compass provided correspondent banking services to over 600 financial institutions.

 

Don G. OwensHenry Abbott (66)(40)Since September 2017, Mr. OwensAbbott has served as Executive Vice President. He served as Senior Vice President and Chief Credit Officer for us and the bank from 2012 through his promotionsince April 2018. From 2013 to Executive2018, he served as Senior Vice President.President and Chief Credit Officer for our Correspondent Banking Division. Prior to joining us, Mr. Owens served as a retail branch manager of First Alabama BankAbbott was employed at BB&T (now Truist) from 19732004 to 1978, worked for C&I Bank (now Bank of America) from 1978 to 1982, including as a branch manager and commercial lender, worked for Republic Bank (now Bank of America) from 1982 to 1988, including as a commercial lender2013 in various senior lending and credit administrator, and served as a Senior Vice President and Senior Loan Administrator for BBVA Compass from 1988 to 2012.administration roles.

 

A brief description of the background of each of our regional chief executive officers is set forth below.

 

Kenneth L. BarberJ. Harold Clemmer (63)(52) – Mr. BarberClemmer has served as Executive Vice President and Atlanta President and Chief Executive Officer of the Bank since February 1, 2015 whenMarch, 2018. Prior to joining the Company, acquired Metro Bancshares, Inc. Mr. Barber chartered MetroClemmer held several leadership positions with Fifth Third Bank in 2007, growing total assets to approximately $230 million before being acquired by the Company. Prior to Metro Bank, Mr. Barber served as the President and Chief Executive Officer of Georgian Bancorporation and its subsidiary, Georgian Bank. Prior to Georgian Bancorporation, Mr. Barber served as the President and Chief Executive Officer of Citizens & Merchants State Bank in Douglasville, Georgia. From 1976 to 1986, Mr. Barber served in various capacities for Wachovia Corporation, including ViceRegional President of Commercial Lending.Tennessee and Regional President of Georgia. Mr. BarberClemmer has over 4025 years of commercial banking experience in Georgia. Mr. Barber has served on the Boards of Directors for the Douglas County and Cobb County Chambers of Commerce. He is actively involved in many church and civic activities.experience.

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G. Carlton Barker (69)(72) – Mr. Barker has served as Executive Vice President and Montgomery President and Chief Executive Officer of the Bank since February 1, 2007. Prior to joining the Company, Mr. Barker was employed by Regions Bank for 19 years in various capacities, most recently as the Regional President for the Southeast Alabama Region. Mr. Barker serves on the Huntingdon College Board of Trustees.

 

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Gregory W. Bryant (54)(57) – Mr. Bryant has served as Executive Vice President and Tampa Bay Area President and Chief Executive Officer of the Bank since January 2016. Previously, Mr. Bryant was the President and CEO of Bay Cities Bank in Tampa, Florida from 2000 until its sale to Centennial Bank in October 2015. While at Bay Cities, Mr. Bryant was a member of the bank’s loan committee, compensation committee, audit committee, and ALCO committee. Mr. Bryant also served as the President of Florida Business BancGroup, the parent company of Bay Cities Bank. From 2005 to 2015, Mr. Bryant served as a Director of the Independent Banker’s Bank (Lake Mary, FL), a correspondent bank serving over 100 banks in Florida and South Georgia. While at IBB, Mr. Bryant served on the loan and executive committees. Prior to Bay Cities Bank, Mr. Bryant worked in various management capacities with GE Capital and SouthTrust Bank. Mr. Bryant served as Chair of the Florida Banker’s Association in 2012, and is active in the CEO Council of Tampa Bay and the Greater Tampa Chamber of Commerce.

 

Andrew N. Kattos (48)(51) – Mr. Kattos has served as Executive Vice President and Huntsville President and Chief Executive Officer of the Bank since April 2006. Prior to joining the Company, Mr. Kattos was employed by First Commercial Bank for 14 years, most recently as an Executive Vice President and Senior Lender in the Commercial Lending Department. Mr. Kattos alsocurrently serves on the Advisory Board for the Junior League as a Board Member and Finance Committee MemberHudsonAlpha Institute for the Huntsville Hospital Foundation, aBiotechnology Ambassador, an external advisory board member offor the University of Alabama inat Huntsville College of Business, Executive Advisory Board, and a board member for the National Children’s Advocacy Center.

 

William Bibb Lamar, Jr. (73)(76) – Mr. Lamar has served as the Mobile Regional Chief Executive Officer of the bank since March 2013. Mr. Lamar is a seasoned Mobile banker with over 40 years of leadership responsibilities. Mr. Lamar graduated from the University of Mobile. Mr. Lamar began his banking career with Merchants National, now Regions Bank where he spent more than 20 years in various leadership roles. Most recently, Mr. Lamar was the CEO of BankTrust for over 20 years. Mr. Lamar has served on the State Banking Board for 16 years and was formerly President of the Alabama Bankers Association.

 

Rex D. McKinney (55)(58) – Mr. McKinney has served as Executive Vice President and Pensacola President and Chief Executive Officer of the Bank since January 2011. Prior to joining the Company, Mr. McKinney held several leadership positions, including the senior lender position, at First American Bank/Coastal Bank and Trust (owned by Synovus Financial Corporation) starting in 1997. Mr. McKinney is a Past Board Member of the Rotary Club of Pensacola. He is Past President of the Pensacola Sports Association, a Past President of the Irish Politicians Club, a Member of the Pensacola Sports Association Foundation, Vice President of the Pensacola Country Club Board of Directors and also a Board Member of the Florida Bankers Association.

 

B. Harrison Morris, III (41)(44) – Mr. Morris has served as Dothan Regional Chief Executive Officer since February 2015 when the outgoing CEO, Ronald DeVane, retired from the Company. Prior to his promotion, Mr. Morris served as Executive Vice President and Dothan President since June 2010, following his promotion from Senior Lending Officer of the Dothan Region. Mr. Morris joined the Company in September 2008. Prior to joining the Company, Mr. Morris held various positions with Wachovia Bank and SouthTrust Bank since 1998. Mr. Morris is a trustee of the Wallace Community College Foundation Board, a member of the Dothan Area Chamber of Commerce Board, a member of the Wiregrass United Way Board and a member of the Wiregrass Chapter of the American Red Cross.

 

Thomas G. Trouche (53)(56) – Mr. Trouche has served as Executive Vice President and Charleston President and Chief Executive Officer of the Bank since December 2014. Prior to joining the Company, Mr. Trouche served in various roles with First Citizens Bank for over 13 years, most recently as their Coastal Division Executive. Mr. Trouche currently serves on the Board of Directors for the American Red Cross, and previously served as Chairman of the Board for Mason Preparatory School in Charleston.

 

Bradford A. Vieira (42)(45) – Mr. Vieira has served as Executive Vice President and Nashville President and Chief Executive Officer of the Bank since June 2017 and as Senior Vice President and Nashville President since 2013 until his promotion to Nashville CEO. Mr. Vieira began his career in banking with SouthTrust Bank and held several positions in lending and credit. He also was with Fifth Third Bank as a commercial middle market sales manager. Mr. Vieira has been named Power Leader in Finance by the Nashville Business Journal. Under his leadership, ServisFirst Bank was also named a 2017 Best Place to work by the Nashville Business Journal.Journal for 2016 through 2018. Mr. Vieira was personally named a Nashville Business Journal “Power Leader” in conjunction with the Bank award during the same three years.

 

Available Information

Our corporate website is www.servisfirstbank.com. We have direct links on this website to our Code of Ethics and the charters for our Audit, Compensation and Corporate Governance and Nominations Committees, accessible by clicking on the “Investor Relations” tab. We also have direct links to our filings with the Securities and Exchange Commission (SEC), including, but not limited to, our annual reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and any amendments to these filings, which are available free of charge through our corporate website as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.

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ITEM 1A. RISK FACTORS.

ITEM 1A.

RISK FACTORS.

 

Our business, financial condition and results of operationoperations could be harmed by any of the following risks or by other risks identified in this annual report, as well as by other risks we may not have anticipated or viewed as material. Such risks and uncertainties could cause actual results to differ materially from those contained in forward-looking statements presented elsewhere by management. The following list identifies and briefly summarizes certain risk factors. This list should not be viewed as complete or comprehensive, and the risks identified below are not the only risks facing our company. See also “Cautionary Note Regarding Forward-Looking Statements.”

 

Risks Related Toto Our Business

As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions.

Our businesses and operations are sensitive to general business and economic conditions in the United States. If the U.S. economy weakens, our growth and profitability could be constrained. Uncertainty about the federal fiscal policymaking process and the medium and long-term fiscal outlook of the federal government is a concern for businesses, consumers and investors in the United States. In addition, economic conditions in foreign countries could affect the stability of global financial markets, which could hinder U.S. economic growth. Weak economic conditions are characterized by deflation, fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and commercial loans, residential and commercial real estate price declines and lower home sales and commercial activity. The current economic environment is characterized by rising interest rates, though rates currently remain relatively low, which may impact our ability to attract deposits and to generate attractive earnings through our investment portfolio. An increase in interest rates could increase competition for deposits, decrease customer demand for loans due to the higher cost of obtaining credit, result in an increased number of delinquent loans and defaults or reduce the value of securities held for investment. All of these factors can individually or in the aggregate be detrimental to our business, and the interplay between these factors can be complex and unpredictable. Our business also is significantly affected by monetary and related policies of the U.S. federal government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control. Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We are dependent on the services of our management team and board of directors, and the unexpected loss of key officers or directors may adversely affect our business and operations.

 

We are led by an experienced core management team with substantial experience in the markets that we serve, and our operating strategy focuses on providing products and services through long-term relationship managers. Accordingly, our success depends in large part on the performance of our key personnel, as well as on our ability to attract, motivate and retain highly qualified senior and middle management. Competition for employees is intense, and the process of locating key personnel with the combination of skills and attributes required to execute our business plan may be lengthy. If any of our or the bank’s executive officers, other key personnel, or directors leaves us or the bank, our operations may be adversely affected. In particular, we believe that our named executive officers and our regional chief executive officers are extremely important to our success and the success of our bank. If any of them leaves for any reason, our results of operations could suffer in such markets. Mr. Pouncey retired as Chief Operating Officer at the end of fiscal 2020, and our board appointed Mr. Rushing as our Chief Operating Officer based on his long history with the bank and the continuity afforded by his appointment. With the exception of the key officers in charge of our Atlanta, Huntsville and Montgomery banking offices, and our Chief Financial Officer, we do not have employment agreements or non-competition agreements with any of our executive officers, including our named executive officers. In the absence of these types of agreements, our executive officers are free to resign their employment at any time and accept an offer of employment from another company, including a competitor. Additionally, our directors’ and advisory board members’ community involvement and diverse and extensive local business relationships are important to our success. Any material changechanges in the composition of our board of directors or the respective advisory boards of the bank could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We may not be able to expand successfully into new markets.

 

We have opened new offices and operations in five primary markets (Mobile, Alabama, Atlanta, Georgia, Nashville, Tennessee, Charleston, South Carolina and Tampa Bay, Florida) in the past foursix years. We may not be able to successfully manage this growth with sufficient human resources, training and operational, financial and technological resources. Any such failure could limit our ability to be successful in these new markets and may have a material adverse effect on our business, financial condition, results of operations and prospects.

Because our total assets exceed $10 billion, we are subject to heightened regulatory requirements, which could have an adverse effect on our financial condition or results of operations.

Various federal banking laws and regulations, including rules adopted by the Federal Reserve pursuant to the requirements of the Dodd-Frank Act, impose additional requirements on bank holding companies with total assets of at least $10 billion. In addition, bank with total assets of at least $10 billion are primarily examined by the CFPB with respect to federal consumer protection laws and regulations. While we have not yet reached $10 billion in assets for four consecutive quarters, we and the bank expect to do so during fiscal 2021. Once we and the bank have exceeded $10 billion in total assets for four consecutive fiscal quarters, we will be subject to additional requirements including, but not limited to, establishing a dedicated risk committee of our Board, calculating our FDIC deposit insurance assessment using the large bank pricing rule and more frequent regulatory examinations. Regulatory relief passed by federal banking regulators in late 2020 will allow us to use our December 31, 2019 total assets to delay compliance with some, but not all, of these regulatory requirements until January 1, 2022. In preparation for these additional compliance obligations, we have incurred significant expenses and expect to continue to incur expenses to address heightened regulatory requirements. These additional regulatory requirements and increased compliance expenses could have a material adverse effect on our business, financial condition and results of operations.

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A prolonged downturn in the real estate market, especially in our primary markets, could result in losses and adversely affect our profitability.

 

As of December 31, 2017, 50.1%2020, 53.3% of our loan portfolio was composed of commercial and consumer real estate loans, of which 66.0%53.3% was owner-occupied commercial or 1-4 family mortgage loans. The real estate collateral in each case provides an alternate source of repayment in the event of default by the borrower and may deteriorate in value after the time the credit is initially extended. A decline in real estate values, either in the regions we serve or across the country as occurred in the U.S. recession from 2007 to 2009, could impair the value of our collateral and our ability to sell the collateral upon foreclosure, which would likely require us to increase our provision for loancredit losses. In the event of a default with respect to any of these loans, the amounts we receive upon sale of the collateral may be insufficient to recover the outstanding principal and interest on the loan. If we are required to re-value the collateral securing a loan to satisfy the debt during a period of reduced real estate values or to increase our allowance for loancredit losses, our profitability could be adversely affected, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Lack of seasoning of our loan portfolio could increase risk of credit defaults in the future.

In general, loans do not begin to show signs of credit deterioration or default until they have been outstanding for some period of time, a process referred to as “seasoning.” As a result, a portfolio of older loans will usually behave more predictably than a newer portfolio. Because of our recent growth, a large portion of our portfolio is relatively new, and therefore the current level of delinquencies and defaults may not represent the level that may prevail as the portfolio becomes more seasoned. If delinquencies and defaults increase, we may be required to increase our provision for loan losses, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our largest loan relationships currently make up a significant percentage of our total loan portfolio.

 

As of December 31, 2017,2020, our 10 largest borrowing relationships totaled over $273$483.0 million in commitments (including unfunded commitments), or approximately 5%5.7% of our total loan portfolio. The concentration risk associated with having a small number of relatively large loan relationships is that, if one or more of these relationships were to become delinquent or suffer default, we could be at risk of material losses. The allowance for loancredit losses may not be adequate to cover losses associated with any of these relationships, and any loss or increase in the allowance could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our decisions regarding credit risk could be inaccurate and our allowance for loancredit losses may be inadequate, which could have a material adverse effect on our business, financial condition, results of operations and future prospects.

 

Our earnings are affected by our ability to make loans, and thus we could sustain significant loan losses and consequently significant net losses if we incorrectly assess either the creditworthiness of our borrowers resulting in loans to borrowers who fail to repay their loans in accordance with the loan terms, or the value of the collateral securing the repayment of their loans, or we fail to detect or respond to a deterioration in our loan quality in a timely manner. Management makes various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. We maintain an allowance for loancredit losses that we consider adequate to absorb losses inherent in the loan portfolio based on our assessment of the information available. In determining the size of our allowance for loancredit losses, we rely on an analysis of our loan portfolio based on historical loss experience, volumecurrent conditions, reasonable and types of loans, trends in classification, volume and trends in delinquencies and non-accruals, national and local economic conditionssupportable forecasts, and other pertinent information. We target small and medium-sized businesses as loan customers. Because of their size, these borrowers may be less able to withstand competitive or economic pressures than larger borrowers in periods of economic weakness. Also, as we expand into new markets, our determination of the size of the allowance could be understated due to our lack of familiarity with market-specific factors. Despite the effects of sustained economic weakness, weWe believe our allowance for loancredit losses is adequate. Our allowance for loancredit losses as of December 31, 20172020 was $59.4$87.9 million, or 1.02%1.04% of total gross loans. If our assumptions are inaccurate, we may incur loan losses in excess of our current allowance for loancredit losses and be required to make material additions to our allowance for loancredit losses, which could have a material adverse effect on our business, financial condition, results of operations and prospects. However, even if our assumptions are accurate, federal and state regulators periodically review our allowance for loancredit losses and could require us to materially increase our allowance for loancredit losses or recognize further loan charge-offs based on judgments different than those of our management. Any material increase in our allowance for loancredit losses or loan charge-offs as required by these regulatory agencies could have a material adverse effect on our business, financial condition, results of operations and prospects. In addition, the adoption of Accounting Standards Update (“ASU”) 2016-13, as amended, effective as of January 1, 2020 impacted our methodology for estimating the allowance for credit losses. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) gave financial institutions the option to delay adoption of ASU2016-13and we delayed our adoption of the update until December 31, 2020with an effective retrospective adoption date of January 1, 2020. Based on prevailing economic conditions and forecasts as of the January 1, 2020 adoption date, we recorded a net $2.0 million decrease in our allowance for credit losses in connection with our adoption of ASU 2016-13. See Note 1 – Summary of Significant Accounting Policies in the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data elsewhere in this report.

 

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The internal controls that we have implemented in order to mitigate risks inherent to the business of banking might fail or be circumvented, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Management regularly reviews and updates our internal controls and procedures that are designed to manageidentify, measure, monitor, report and analyze the various risks in our business,types of risk to which we are subject, including liquidity risk, credit risk, market risk, legal risk, compliance risk, strategic risk, reputational risk and operational risk related to our employees, systems and interest rate risk. Novendors, among others. Any system of controls,control and any system to reduce risk exposure, however well-designedwell designed and operated, is based in part on certain assumptions and can provide only reasonable, not absolute, assuranceassurances that the objectives of the system will beare met. If there wereA failure in our internal controls could have a significant negative impact not only on our earnings, but also on our reputation with our customers, regulators and investors. In addition, a failure of our internal controls, or a circumvention of such a system, or if a system were circumvented, therecontrols, could behave a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our corporate structure provides for decision-making authority by our regional chief executive officers and banking teams. Our business, financial condition, results of operations and prospects could be negatively affected if our employees do not follow our internal policies or are negligent in their decision-making.

 

We attract and retain our management talent by empowering them to make certain business decisions on a local level. Lending authorities are assigned to regional chief executive officers and their banking teams based on their experience. Additionally, all loansloan relationships in excess of $2.0$5.0 million with some sample loansand every loan internally risk-grade as special mention or below this amount are reviewed by our centralized credit administration department in Birmingham, Alabama. Moreover, for decisions that fall outside of the assigned authorities, our regional chief executive officers are required to obtain approval from our senior management team. Our local bankers may not follow our internal procedures or otherwise act in our best interests with respect to their decision-making. A failure of our employees to follow our internal policies, or actions taken by our employees that are negligent could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our business strategy includes the continuation of our growth plans, and our business, financial condition, results of operations and prospects could be negatively affected if we fail to grow or fail to manage our growth effectively.

 

Our current strategy is to grow organically and, if appropriate, supplement that growth with select acquisitions. Our ability to grow organically depends primarily on generating loans and deposits of acceptable risk and expense, and we may not be successful in continuing this organic growth. Our ability to identify appropriate markets for expansion, recruit and retain qualified personnel, and fund growth at a reasonable cost depends upon prevailing economic conditions, maintenance of sufficient capital, competitive factors, and changes in banking laws, among other factors. Failure to manage our growth effectively could adversely affect our ability to successfully implement our business strategy, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Our continued pace of growth may require us to raise additional capital in the future to fund such growth, and the unavailability of additional capital on terms acceptable to us could adversely affect our growth and/or our financial condition and results of operations.

 

We are required by federal and state regulatory authorities to maintain adequate levels of capital to support our operations. To support our recent and ongoing growth, we have completed a series of capital transactions during the past threesix years, including:

 

the sale of $34,750,000 in 5% subordinated notes due July 15, 2025 to accredited investor purchasers in July 2015; and

the sale of $30,000,000 in 4.5% subordinated notes due November 8, 2027 to accredited investor purchasers in November 2017. At the same time, we redeemed2017 and concurrent redemption of $20,000,000 in 5.5% subordinated notes due November 9, 2022.

2022; and.

the sale of $34,750,000 in 4% subordinated notes due October 21, 2030 to accredited investor purchasers in October 2020 and concurrent redemption of $34,750,000 in 5% subordinated notes due July 15, 2025.

 

After giving effect to these transactions, we believe that we will have sufficient capital to meet our capital needs for our immediate growth plans. However, we will continue to need capital to support our longer-term growth plans. Our ability to access the capital markets, if needed, on a timely basis or at all will depend on a number of factors, such as the state of the financial markets, including prevailing interest rates, a loss of confidence in financial institutions generally, negative perceptions of our business or our financial strength, or other factors that would increase our cost of borrowing. If capital is not available on favorable terms when we need it, we will either have to issue common stock or other securities on less than desirable terms or reduce our rate of growth until market conditions become more favorable. Either of such events could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

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Competition from financial institutions and other financial service providers may adversely affect our profitability.

 

The banking business is highly competitive, and we experience competition in our markets from many other financial institutions. We compete with these other financial institutions both in attracting deposits and in making loans. In addition, we must attract our customer base from other existing financial institutions and from new residents. Many of these competitors have substantially greater financial resources, larger lending limits, larger branch networks and less regulatory oversight than we do, and are able to offer a broader range of products and services than we can. Our profitability depends upon our continued ability to successfully compete with an array of financial institutions in our service areas.

 

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Our ability to compete successfully will depend on a number of factors, including, among other things:

 

our ability to build and maintain long-term customer relationships while ensuring high ethical standards and safe and sound banking practices;
the scope, relevance and pricing of products and services that we offer;
customer satisfaction with our products and services;
industry and general economic trends; and
our ability to keep pace with technological advances and to invest in new technology.

our ability to build and maintain long-term customer relationships while ensuring high ethical standards and safe and sound banking practices;

the scope, relevance and pricing of products and services that we offer;

customer satisfaction with our products and services;

industry and general economic trends; and

our ability to keep pace with technological advances and to invest in new technology

 

Increased competition could require us to increase the rates that we pay on deposits or lower the rates that we offer on loans, which could reduce our profitability. Our failure to compete effectively in our markets could restrain our growth or cause us to lose market share, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Unpredictable economic conditions or a natural disaster in any of our market areas may have a material adverse effect on our financial performance.

 

Substantially all of our borrowers and depositors are individuals and businesses located and doing business in our markets. Therefore, our success will depend on the general economic conditions in these areas, which we cannot predict with certainty. Unlike with many of our larger competitors, the majority of our borrowers are commercial firms, professionals and affluent consumers located and doing business in such local markets. As a result, our operations and profitability may be more adversely affected by a local economic downturn or natural disaster in such markets than those of larger, more geographically diverse competitors. Our entry into Pensacola and Tampa Bay, Florida, Mobile, Alabama and Charleston, South Carolina increased our exposure to potential losses associated with hurricanes and similar natural disasters that are more common in coastal areas than in our other markets. Accordingly, any regional or local economic downturn, or natural or man-made disaster, that affects any of the markets in which we operate, including existing or prospective property or borrowers in such markets may affect us and our profitability more significantly and more adversely than our more geographically diversified competitors, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We encounter technological change continually and have fewer resources than many of our competitors to invest in technological improvements.

 

The banking and financial services industries are undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. In addition to serving customers better, the effective use of technology increases efficiency and enables financial institutions to reduce costs. Our success will depend in part on our ability to address our customers’ needs by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional efficiencies in our operations. Many of our competitors have greater resources to invest in technological improvements, and we may not be able to implement new technology-driven products and services, which could reduce our ability to effectively compete or increase our overall expenses and have a material adverse effect on our net income.

 

Our information systems may experience a failure or interruption.

 

We rely heavily on communications and information systems to conduct our business. Any failure or interruption in the operation of these systems could impair or prevent the effective operation of our customer relationship management, general ledger, deposit, lending, or other functions. While we have policies and procedures designed to prevent or limit the effect of a failure or interruption in the operation of our information systems, there can be no assurance that any such failures or interruptions will not occur or, if they do occur, that they will be adequately addressed. The occurrence of any failures or interruptions impacting our information systems could damage our reputation, result in a loss of customer business, and expose us to additional regulatory scrutiny, civil litigation, and possible financial liability, any of which could have a material adverse effect on our financial condition and results of operations.

 

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We use information technology in our operations and offer online banking services to our customers. Unauthorized access to our or our customers’ confidential or proprietary information could expose us to reputational harm and litigation and adversely affect our ability to attract and retain customers.

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Information security risks for financial institutions have increased in recent years, in part because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists, activists, and other external parties. We are under continuous threat of loss due to hacking and cyber-attacks. Our risk and exposure to these matters remains heightened because of the evolving nature and complexity, and the increasing frequency, of these threats from cybercriminals and hackers, our plans to continue to provide internet banking and mobile banking channels, and our plans to continue to develop additional remote connectivity solutions to serve our customers. Therefore, the secure processing, transmission, and storage of information in connection with our online banking services are critical elements of our operations. However, our network could beis vulnerable to unauthorized access, computer viruses and other malware, phishing schemes, human error or other security failures. In addition, our customers may use personal smartphones, tablet PCs, or other mobile devices that are beyond our control systems in order to access our products and services. Our technologies, systems and networks, and our customers’ devices, may becomehave been and will continue to be the target of cyber-attacks, electronic fraud, or information security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss, or destruction of our or our customers’ confidential, proprietary, and other information, or otherwise disrupt our or our customers’ or other third parties’ business operations. As cyber threats continue to evolve, we may be requiredcontinue to spend significant capital and other resources to protect against these threats or to alleviate or investigate problems caused by such threats. To the extent that our activities or the activities of our customers involve the processing, storage, or transmission of confidential customer information, any breaches or unauthorized access to such information couldwould present significant regulatory costs and expose us to litigation and other possible liabilities. Any inability to prevent these types of security threats could also cause existing customers to lose confidence in our systems and could adversely affect our reputation and ability to generate deposits. Additionally, our insurance may be inadequate to compensate us for losses due to a cyber-attack, hacking, or similar technology security breach. While we have not experienced any material losses relating to cyber-attacks or other information security breaches to date, we may suffer such losses in the future. The occurrence of any cyber-attack or information security breach could result in potential liability to clients, reputational damage, damage to our competitive position, and the disruption of our operations, all of which could adversely affect our financial condition or results of operations.

 

We are dependent upon outside third parties for the processing and handling of our records and data.

 

We rely on software developed by third-party vendors to process various transactions. In some cases, we have contracted with third parties to run their proprietary software on our behalf. These systems include, but are not limited to, general ledger, payroll, employee benefits, loan and deposit processing, and securities portfolio accounting. While we perform a review of controls instituted by the applicable vendors over these programs in accordance with industry standards and perform our own testing of user controls, we must rely on the continued maintenance of controls by these third-party vendors, including safeguards over the security of customer data. In addition, we maintain, or contract with third parties to maintain, daily backups of key processing outputs in the event of a failure on the part of any of these systems. Nonetheless, we may incur a temporary disruption in our ability to conduct business or process transactions, or incur damage to our reputation, if the third-party vendor fails to adequately maintain internal controls or institute necessary changes to systems. Such a disruption or breach of security may have a material adverse effect on our business.

A security breach related to use of third-party software or systems, or the loss or corruption of confidential customer information could adversely affect our ability to provide timely and accurate financial information in compliance with legal and regulatory requirements. Any such failures could result in sanctions from regulatory authorities, significant reputational harm and a decrease in our customers confidence in us. Additionally, security breaches or the loss, theft or corruption of customer information such as social security numbers, credit card numbers, or other information could result in customer losses, litigation, regulatory sanctions, losses in revenue, increased costs and reputational harm. Our agreements with outside third parties include indemnification obligations in the event of any such security breaches; however, there is no assurance that such third-parties will have sufficient resources to provide full indemnification of all of their customers in the event such a security breach occurs.

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Our recent results may not be indicative of our future results and may not provide guidance to assess the risk of an investment in our common stock.

 

We may not be able to sustain our historical rate of growth and may not even be able to further expand our business at all.business. In addition, our recent growth may distort some of our historical financial ratios and statistics. Various factors, such as economic conditions, regulatory and legislative considerations and competition, may impede or prohibit our ability to expand our market presence. We have different lending risks than larger banks. We provide services to our local communities; thus, our ability to diversify our economic risks is limited by our own local markets and economies. We lend to primarily to small to medium-sized businesses, which may expose us to greater lending risks than those faced by other banks lendingthat lend to larger, better-capitalized businesses with longer operating histories. We manage our credit exposure through careful monitoring of loan applicants and loan concentrations in particular industries, and through our loan approval and review procedures. Our use of historical and objective information in determining and managing credit exposure may not be accurate in assessing our risk. Our failure to sustain our historical rate of growth or adequately manage the factors that have contributed to our growth could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We may have more credit risk and higher credit losses to the extent loans are concentrated by location or industry of the borrowers or collateral.

Our credit risk and credit losses could increase if our loans are concentrated to borrowers engaged in the same or similar activities or to borrowers who as a group may be uniquely or disproportionately affected by economic or market conditions. Deterioration in economic conditions, housing conditions and commodity and real estate values in certain states or locations could result in materially higher credit losses if loans are concentrated in those locations. The COVID-19 pandemic has had a disproportionate impact on the travel, lodging, entertainment and retail industries which, as of December 31, 2020, comprised 5% of our outstanding loans. Additionally, we have significant exposures to businesses in certain economic sectors such as manufacturing, real estate, insurance and healthcare, and weaknesses in those businesses may adversely impact our business, results of operations or financial condition.

We engage in lending secured by real estate and may be forced to foreclose on the collateral and own the underlying real estate, subjecting us to the costs associated with the ownership of the real property.

 

Since we originate loans secured by real estate, we may have to foreclose on the collateral property to protect our investment and may thereafter own and operate such property, in which case we are exposed to the risks inherent in the ownership of real estate. As of December 31, 2017,2020, we held $6.7$6.5 million in other real estate owned. The amount that we, as a mortgagee, may realize after a default is dependent upon factors outside of our control, including, but not limited to: general or local economic conditions; environmental cleanup liability; neighborhood assessments; interest rates; real estate tax rates; operating expenses of the mortgaged properties; supply of, and demand for, rental units or properties; ability to obtain and maintain adequate occupancy of the properties; zoning laws; governmental and regulatory rules; fiscal policies; and natural disasters. Our inability to manage the amount of costs or size of the risks associated with the ownership of real estate could have a material adverse effect on our business, financial condition, results of operations and prospects.

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Regulatory requirements affecting our loans secured by commercial real estate could limit our ability to leverage our capital and adversely affect our growth and profitability.

 

The federal bank regulatory agencies have indicated their view that banks with high concentrations of loans secured by commercial real estate are subject to increased risk and should hold higher capital than regulatory minimums to maintain an appropriate cushion against loss that is commensurate with the perceived risk. Because a significant portion of our loan portfolio is dependent on commercial real estate, a change in the regulatory capital requirements applicable to us as a result of these policies could limit our ability to leverage our capital, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We are subject to interest rate risk, which could adversely affect our profitability.

 

Our profitability, like that of most financial institutions, depends to a large extent on our net interest income, which is the difference between our interest income on interest-earning assets, such as loans and investment securities, and our interest expense on interest-bearing liabilities, such as deposits and borrowings. We have positioned our asset portfolio to benefit in a higher or lower interest rate environment, but this may not remain true in the future. Our interest sensitivity profile was somewhat liability sensitive as of December 31, 2017,2020, generally meaning that our net interest income would decrease more from rising interest rates than from falling interest rates. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Board of Governors of the Federal Reserve System (or, the “Federal Reserve”). Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and securities and the interest we pay on deposits and borrowings, but such changes could also affect our ability to originate loans and obtain or retain deposits, customer demand for loans, the fair value of our financial assets and liabilities, and the average duration of our assets. If the interest rates paid on deposits and other borrowings increase at a faster rate than the interest rates received on loans and other investments, our net interest income, and therefore earnings, could be adversely affected. Earnings could also be adversely affected if the interest rates received on loans and other investments fall more quickly than the interest rates paid on deposits and other borrowings. Any substantial, unexpected, prolonged change in market interest rates could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

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In addition, an increase in interest rates could also have a negative impact on our results of operations by reducing the ability of borrowers to repay their current loan obligations. These circumstances could not only result in increased loan defaults, foreclosures and charge-offs, but also necessitate further increases to the allowance for loancredit losses which could have a material adverse effect on our business, results of operations, financial condition and prospects.

 

Liquidity risk could impair our ability to fund operations and meet our obligations as they become due.

 

Liquidity is essential to our business. Liquidity risk is the potential that we will be unable to meet our obligations as they come due because of an inability to liquidate assets or obtain adequate funding. An inability to raise funds through deposits, borrowings, the sale of loans and other sources could have a substantial negative effect on our liquidity. In particular, approximately 84%83% of the bank’s liabilities as of December 31, 20172020 were checking accounts and other liquid deposits, which are payable on demand or upon several days’ notice, while by comparison, 83%71% of the assets of the bank were loans, which cannot be called or sold in the same time frame. Our deposit accounts have seen tremendous growth during the COVID-19 pandemic and associated economic downturn, with many of our customers choosing to increase their cash reserves, even though interest rates have stayed relatively low. Our access to funding sources in amounts adequate to finance our activities or on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy in general. Market conditions or other events could also negatively affect the level or cost of funding, affecting our ongoing ability to accommodate liability maturities and deposit withdrawals, meet contractual obligations, satisfy regulatory capital requirements, and fund asset growth and new business transactions at a reasonable cost, in a timely manner and without adverse consequences. Any substantial, unexpected or prolonged change in the level or cost of liquidity could have a material adverse effect on our ability to meet deposit withdrawals and other customer needs, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

The fair value of our investment securities can fluctuate due to factors outside of our control.

 

As of December 31, 2017,2020, the fair value of our investment securities portfolio was approximately $538.3$886.7 million. Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities. These factors include, but are not limited to, rating agency actions in respect of the securities, defaults by the issuer or with respect to the underlying securities, and changes in market interest rates or instability in the capital markets. Any of these factors, among others, could cause other-than-temporary impairments and realized and/or unrealized losses in future periods and declines in other comprehensive income, which could materially and adversely affect our business, results of operations, financial condition and prospects. The process for determining whether impairment of a security is other-than-temporary usually requires complex, subjective judgments about the future financial performance and liquidity of the issuer and any collateral underlying the security in order to assess the probability of receiving all contractual principal and interest payments on the security. Our failure to assess any currency impairments or losses with respect to our securities could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

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Deterioration in the fiscal position of the U.S. federal government and downgrades in Treasury and federal agency securities could adversely affect us and our banking operations.

 

The long-term outlook for the fiscal position of the U.S. federal government is uncertain, as illustrated by the 2011 downgrade by certain rating agencies of the credit rating of the U.S. government and federal agencies and questions concerning the impact of the Tax Cuts and Jobs Act on the long-term fiscal position of the U.S. federal government. Certain credit rating agencies have highlighted that the U.S. federal government had the highest debt of any AAA-rated sovereign nation, and there was no credible fiscal consolidation plan in light of the economic shock caused by the COVID-19 pandemic. However, in addition to causing economic and financial market disruptions, any future downgrade, failure to continue to raise the U.S. statutory debt limit as needed, or deterioration in the fiscal outlook of the U.S. federal government, could, among other things, materially adversely affect the market value of the U.S. and other government and governmental agency securities that we hold, the availability of those securities as collateral for borrowing, and our ability to access capital markets on favorable terms. In particular, it could increase interest rates and disrupt payment systems, money markets, and long-term or short-term fixed income markets, adversely affecting the cost and availability of funding, which could negatively affect our profitability. Also, the adverse consequences of any downgrade could extend to those to whom we extend credit and could adversely affect their ability to repay their loans. Any of these developments could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

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We may be adversely affected by the soundness of other financial institutions.

 

Our ability to engage in routine funding transactions could be adversely affected by the actions and commercial soundness of other financial institutions. Financial services companies are interrelated as a result of trading, clearing, counterparty, and other relationships. We have exposure to different industries and counterparties, and through transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, and other institutional clients. Our transactions with other financial institutions expose us to credit risk in the event of a default of a counterparty. The soundness of many financial services companies may be closely interrelated as a result of credit, trading, clearing and other relationships between such financial services companies. As a result, defaults by, or even rumors or questions about, one or more financial services companies, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. These losses or defaults could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

We are subject to environmental liability risk associated with our lending activities.

 

In the course of our business, we may purchase real estate, or we may foreclose on and take title to real estate. As a result, we could be subject to environmental liabilities with respect to these properties. We may be held liable to a governmental entity or to third parties for property damage, personal injury, investigation and clean-up costs incurred by these parties in connection with environmental contamination or may be required to investigate or clean up hazardous or toxic substances or chemical releases at a property. The costs associated with investigation or remediation activities could be substantial. In addition, if we are the owner or former owner of a contaminated site, we may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from the property. Any significant environmental liabilities could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Risks Related to Our Industry

 

We are subject to extensive regulation in the conduct of our business, which imposes additional costs on us and adversely affects our profitability.

 

As a bank holding company, we are subject to federal regulation under the BHC Act, as amended, and the examination and reporting requirements of various federal and state agencies, including the FDIC and the Alabama Banking Department. Federal regulation of the banking industry, along with tax and accounting laws, regulations, rules, and standards, may limit our operations significantly and control the methods by which we conduct business, as they limit those of other banking organizations. Banking regulations are primarily intended to protect depositors, deposit insurance funds, and the banking system as a whole, and not stockholders or other creditors. These regulations affect lending practices, capital structure, investment practices, dividend policy, and overall growth, among other things. For example, federal and state consumer protection laws and regulations limit the manner in which we may offer and extend credit. In addition, the laws governing bankruptcy generally favor debtors, making it more expensive and more difficult to collect from customers who become subject to bankruptcy proceedings.

 

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We also may be required to invest significant management attention and resources to evaluate and make any changes necessary to comply with applicable laws and regulations, particularly as a result of regulations adopted under the Dodd-Frank Act.Act resulting from our recent growth in total assets to over $10.0 billion. This allocation of resources, as well as any failure to comply with applicable requirements, may negatively impact our financial condition and results of operations.

As a bank holding company, we are subject to certain capital requirements that may limit our operations.

As a bank holding company, we are subject to supervision and regulation by the Federal Reserve Bank (FRB), including risk-based and leverage capital requirements. We must maintain certain risk-based and leverage capital ratios as required by the FRB, which can change depending on certain economic conditions and our risk profile and growth plans. Compliance with the capital requirements, including leverage ratios, may limit operations that require the intensive use of capital and could adversely affect our ability to expand or maintain present business levels. Additionally, failure by our bank to meet applicable capital requirements could subject us to a variety of regulatory sanctions, up to and including termination of deposit insurance by the FDIC.

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Changes in laws, government regulation, monetary policy or accounting standards may have a material adverse effect on our results of operations.

 

Financial institutions have been the subject of significant legislative and regulatory changes and may be the subject of further significant legislation or regulation in the future, none of which is within our control. New proposals for legislation could be introduced in the United States Congress that could substantially increase regulation of the bank and non-bank financial services industries and impose restrictions on the operations and general ability of firms within the industry to conduct business consistent with historical practices. Federal and state regulatory agencies also frequently adopt changes to their regulations or change the manner in which existing regulations are applied. Changes to statutes, regulations, accounting standards or regulatory policies, including changes in their interpretation or implementation by regulators, could affect us in substantial and unpredictable ways. Such changes could, among other things, subject us to additional costs and lower revenues, limit the types of financial services and products that we may offer, ease restrictions on non-banks and thereby enhance their ability to offer competing financial services and products, increase compliance costs, and require a significant amount of management’s time and attention. Changes in accounting standards could materially impact, potentially even retroactively, how we report our financial condition and results of our operations. Failure to comply with statutes, regulations, or policies could result in sanctions by regulatory agencies, civil monetary penalties, or reputational damage, each of which could have a material adverse effect on our business, financial condition, and results of operations.

 

Additionally, like all regulated financial institutions, we are affected by monetary policies implemented by the Federal Reserve and other federal instrumentalities. A primary instrument of monetary policy employed by the Federal Reserve is the restriction or expansion of the money supply through open market operations. This instrument of monetary policy frequently causes volatile fluctuations in interest rates, and it can have a direct, material adverse effect on the operating results of financial institutions including our business. Borrowings by the United States government to finance government debt may also cause fluctuations in interest rates and have similar effects on the operating results of such institutions. We do not have any control over monetary policies implemented by the Federal Reserve or otherwise and any changes in these policies could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

A reduction in future corporate tax rates could have a material impact on the value of our deferred tax assets.

As we have seen during the fourth quarter of 2017, many financial holding companies, like us, revalued their deferred tax assets and liabilities resulting from the passage of H.R. 1, the Tax Cuts and Jobs Act, in December 2017. The legislation decreased the corporate income tax rate from 35% to 21%. As a result, we recognized $3.1 million of additional tax expense in revaluing our deferred tax assets and liabilities as of December 31, 2017. The effects of future changes in tax laws or rates are not anticipated in the determination of the value of our net deferred tax assets. However, any such changes could have a material adverse effect on the value of our net deferred tax assets.

Federal and state regulators periodically examine our business and we may be required to remediate adverse examination findings.

 

The Federal Reserve, the FDIC and the Alabama Banking Department periodically examine our business, including our compliance with laws and regulations. If, as a result of an examination, a federal or state banking agency were to determine that our financial condition, capital resources, asset quality, earnings prospects, management, liquidity, compliance with various regulations or other aspects of any of our operations had become unsatisfactory, or that we were in violation of any law or regulation, it may take a number of different remedial actions as it deems appropriate. These actions include the power to enjoin “unsafe or unsound” practices, to require affirmative action to correct any conditions resulting from any violation or practice, to issue an administrative order that can be judicially enforced, to direct an increase in our capital, to restrict our growth, to assess civil monetary penalties against our officers or directors, to remove officers and directors and, if it is concluded that such conditions cannot be corrected or there is an imminent risk of loss to depositors, to terminate our deposit insurance and place us into receivership or conservatorship. Any regulatory action against us could have a material adverse effect on our business, results of operations, financial condition and prospects.

 

FDIC deposit insurance assessments may materially increase in the future, which would have an adverse effect on earnings.

 

As an FDIC-insured institution, the bank is assessed a quarterly deposit insurance premium.  The amount of the premium is affected by a number of factors, including the risk the bank poses to the Deposit Insurance Fund and the adequacy of the fund to cover the risk posed by all insured institutions.  If either the bank or insured institutions as a whole present a greater risk to the Deposit Insurance Fund in the future than they do today, if the Deposit Insurance Fund becomes depleted in any material respect, or if other circumstances arise that lead the FDIC to determine that the Deposit Insurance Fund should be strengthened, the bank could be required to pay significantly higher deposit insurance premiums and/or additional special assessments to the FDIC.  Those premiums and/or assessments could have a material adverse effect on the bank’s earnings, thereby reducing the availability of funds to pay dividends to us.

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We are subject to numerous laws designed to protect consumers, including the Community Reinvestment Act and fair lending laws, and failure to comply with these laws could lead to a wide variety of sanctions.

 

The CRA, the Equal Credit Opportunity Act, the Fair Housing Act and other fair lending laws and regulations impose nondiscriminatory lending requirements on financial institutions. The CFPB, the U.S. Department of Justice and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s performance under the CRA or fair lending laws and regulations could result in a wide variety of sanctions, including damages and civil money penalties, injunctive relief, restrictions on mergers and acquisitions activity, restrictions on expansion, and restrictions on entering new business lines. Private parties may also have the ability to challenge an institution’s performance under fair lending laws in private class action litigation. Such actions could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

Legal and regulatory proceedings and related matters with respect to the financial services industry, including those directly involving the Company or the Bank, could adversely affect us or the financial services industry in general.

 

The Company hasWe have been, and may in the future be, subject to various legal and regulatory proceedings. It is inherently difficult to assess the outcome of these matters, and there can be no assurance that we will prevail in any proceeding or litigation. Any such matter could result in substantial cost and diversion of our management’s efforts, which could have a material adverse effect on our financial condition and operating results. Further, adverse determinations in such matters could result in actions by our regulators that could materially adversely affect our business, financial condition or results of operations.

 

The Company establishesWe establish reserves for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The CompanyWe may still incur legal costs for a matter even if it haswe have not established a reserve. In addition, due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal proceedings, the actual cost of resolving a legal claim may be substantially higher than any amounts reserved for that matter. The ultimate resolution of a pending legal proceeding, depending on the remedy sought and granted, could adversely affect our financial condition and results of operations.

 

We face a risk of noncompliance and enforcement action with the Bank Secrecy Act and other anti-money laundering statutes and regulations.

 

The Bank Secrecy Act, the USA Patriot Act, and other laws and regulations require financial institutions, among other duties, to institute and maintain an effective anti-money laundering program and file suspicious activity and currency transaction reports as appropriate. The Federal Financial Crimes Enforcement Network is authorized to impose significant civil money penalties for violations of those requirements and has recently engaged in coordinated enforcement efforts with the individual federal banking regulators, as well as the U.S. Department of Justice, Drug Enforcement Administration, and Internal Revenue Service. We are also subject to increased scrutiny of compliance with the rules enforced by the OFAC. If our policies, procedures and systems are deemed deficient, we would be subject to liability, including fines and regulatory actions, which may include restrictions on our ability to pay dividends and the necessity to obtain regulatory approvals to proceed with certain aspects of our business plan, including our acquisition plans. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing could also have serious reputational consequences for us. Any of these results could have a material adverse effect on our business, financial condition, results of operations and prospects.

 

The replacement of LIBOR as an interest rate index could adversely affect our business and results of operations.

As of December 31, 2020, approximately 8% of our loan portfolio is indexed to the London Interbank Offered Rate (LIBOR) to calculate interest on the loans. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, publicly announced that it intends to cease persuading or compelling banks to submit LIBOR rates by the end of 2021. In November of 2020, the Financial Conduct Authority announced that it will consult on its intention to extend the retirement date of certain offered rates whereby the publication of the one-week and two-month LIBOR offered rates will cease after December 31, 2021; but, the publication of the remaining LIBOR offered rates will continue until June 30, 2023. Given consumer protection, litigation, and reputation risks, banking regulators have indicated that entering into new contracts that use LIBOR as a reference rate after December 31, 2021, would create safety and soundness risks and that they will examine bank practices accordingly. Regulators are therefore discouraging banks from entering into new contracts that use LIBOR as a reference rate as soon as practicable and in any event by December 31, 2021.

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These announcements and regulatory guidance indicate that the continuation of LIBOR on the current basis cannot be guaranteed after 2021 and may cause the LIBOR benchmark to perform differently than it has in the past. Financial institutions, including our bank, have begun to transition credit and other arrangements which currently utilize LIBOR as a reference rate to new indices for interest rates. Regulators, industry groups and certain committees have, among other things, published recommended fall-back language for LIBOR-referenced financial instruments, identified recommended alternatives for certain LIBOR rates (for example, Ameribor® or the Secured Overnight Financing Rate), and proposed implementations of the recommended alternatives in floating rate instruments. It is not yet possible to predict whether these specific recommendations and proposals will be broadly accepted, whether they will continue to evolve, and what the effect of their implementation may be on the markets for floating-rate financial instruments.

The implementation of a substitute index or indices for the calculation of interest rates under our loan agreements with our customers may result in the incurrence of additional expense as part of the transition and may result in disputes with customers over the appropriate substitute index or indices, which could adversely affect our reputation. Although we are currently unable to assess what the ultimate impact of the transition from LIBOR will be, failure to adequately manage the transition could have a material adverse effect on our business and results of operations.

Risks Related to Our Common Stock

 

The market price of our common stock may be subject to substantial fluctuations, which may make it difficult for you to sell your shares at the volume, prices and times desired.

 

The market price of our common stock may be highly volatile, which may make it difficult for you to resell your shares at the volume, prices and times desired. There are many factors that may impact the market price and trading volume of our common stock, including, without limitation:

 

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actual or anticipated fluctuations in our operating results, financial condition or asset quality;

changes in economic or business conditions;

the effects of, and changes in, trade, monetary and fiscal policies, including the interest rate policies of the Federal Reserve;

publication of research reports about us, our competitors, or the financial services industry generally, or changes in, or failure to meet, securities analysts’ estimates of our financial and operating performance, or lack of research reports by industry analysts or ceasing of coverage;

operating and stock price performance of companies that investors deemed comparable to us;

future issuances of our common stock or other securities;

additions to or departures of key personnel;

proposed or adopted changes in laws, regulations or policies affecting us;

perceptions in the marketplace regarding our competitors and/or us;

significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving our competitors or us;

other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services; and

other news, announcements or disclosures (whether by us or others) related to us, our competitors, our core market or the financial services industry.

 

The stock market and, in particular, the market for financial institution stocks, may experience substantial fluctuations, which may be unrelated to the operating performance and prospects of particular companies. In addition, significant fluctuations in the trading volume in our common stock may cause significant price variations to occur. Increased market volatility may materially and adversely affect the market price of our common stock, which could make it difficult to sell your shares at the volume, prices and times desired.

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The rights of our common stockholders are subordinate to the rights of the holders of our outstanding debt and will be subordinate to the rights of the holders of any preferred securities or any debt that we may issue in the future.

 

Our board of directors has the authority to issue in the aggregate up to 1,000,000 shares of preferred stock, and to determine the terms of each issue of preferred stock, without stockholder approval. Accordingly, you should assume that any shares of preferred stock that we may issue in the future will also be senior to our common stock. Because our decision to issue debt or equity securities or incur other borrowings in the future will depend on market conditions and other factors beyond our control, the amount, timing, nature or success of our future capital raising efforts is uncertain. Because our ability to pay dividends on our common stock in the future will depend on our and our bank’s financial condition as well as factors outside of our control, our common stockholders bear the risk that no dividends will be paid on our common stock in future periods or that, if paid, such dividends will be reduced or eliminated, which may negatively impact the market price of our common stock.

 

We and our bank are subject to capital and other requirements which restrict our ability to pay dividends.

 

In 2014, we began paying quarterly cash dividends. Future declarations of quarterly dividends will be subject to the approval of our board of directors, subject to limits imposed on us by our regulators. In order to pay any dividends, we will need to receive dividends from our bank or have other sources of funds. Under Alabama law, a state-chartered bank may not pay a dividend in excess of 90% of its net earnings until the bank’s surplus is equal to at least 20% of its capital (our bank’s surplus currently exceeds 20% of its capital). Moreover, our bank is also required by Alabama law to obtain the prior approval of the Superintendent for its payment of dividends if the total of all dividends declared by our bank in any calendar year will exceed the total of (1) our bank’s net earnings (as defined by statute) for that year, plus (2) its retained net earnings for the preceding two years, less any required transfers to surplus. In addition, the bank must maintain certain capital levels, which may restrict the ability of the bank to pay dividends to us and our ability to pay dividends to our stockholders. As of December 31, 2017,2020, our bank could pay approximately $239.0$382.5 million of dividends to us without prior approval of the Superintendent. However, the payment of dividends is also subject to declaration by our board of directors, which takes into account our financial condition, earnings, general economic conditions and other factors, including statutory and regulatory restrictions. There can be no assurance that dividends will in fact be paid on our common stock in future periods or that, if paid, such dividends will not be reduced or eliminated. Limitations on our ability to receive dividends from our bank subsidiary could have a material adverse effect on our liquidity and ability to pay dividends on our common stock or interest and principal on our debt.

 

Alabama and Delaware law limit the ability of others to acquire the bank, which may restrict your ability to fully realize the value of your common stock.

33

 

In many cases, stockholders receive a premium for their shares when one company purchases another. Alabama and Delaware law make it difficult for anyone to purchase the bank or us without approval of our board of directors. Thus, your ability to realize the potential benefits of any sale by us may be limited, even if such sale would represent a greater value for stockholders than our continued independent operation.

 

An investment in our common stock is not an insured deposit and is subject to risk of loss.

 

Our common stock is not a bank deposit and, therefore, is not insured against loss by the FDIC, any deposit insurance fund or by any other public or private entity. Investment in our common stock is inherently risky for the reasons described in this “Risk Factors” section and is subject to the same market forces that affect the price of common stock in any company. As a result, an investor may lose some or all of such investor’stheir investment in our common stock.

 

Our corporate governance documents, and certain corporate and banking laws applicable to us, could make a takeover more difficult.

 

Certain provisions of our certificate of incorporation, as amended (or our “charter”), and bylaws, as amended, and corporate and federal banking laws, could make it more difficult for a third party to acquire control of our organization, even if those events were perceived by many of our stockholders as beneficial to their interests. These provisions, and the corporate and banking laws and regulations applicable to us:

 

provide that special meetings of stockholders may be called at any time by the Chairman of our board of directors, by the President or by order of the board of directors;

enable our board of directors to issue preferred stock up to the authorized amount, with such preferences, limitations and relative rights, including voting rights, as may be determined from time to time by the board;

enable our board of directors to increase the number of persons serving as directors and to fill the vacancies created as a result of the increase by a majority vote of the directors present at the meeting;

enable our board of directors to amend our bylaws without stockholder approval; and

do not provide for cumulative voting rights (therefore allowing the holders of a majority of the shares of common stock entitled to vote in any election of directors to elect all of the directors standing for election, if they should so choose).

 

These provisions may discourage potential acquisition proposals and could delay or prevent a change in control, including under circumstances in which our stockholders might otherwise receive a premium over the market price of our shares.

 

36

General Risk Factors

The ongoing COVID-19 pandemic and measures intended to prevent its spread may adversely affect our business, financial condition and operations, and such effects will depend on future developments, which are highly uncertain and are difficult to predict.

Global health and economic concerns relating to the COVID-19 outbreak and government actions taken to reduce the spread of the virus have had a material adverse impact on the macroeconomic environment, and the outbreak has significantly increased economic uncertainty. The pandemic has resulted in federal, state and local authorities, including those who govern the markets in which we operate, implementing numerous measures to try to contain the virus. Such measures have included travel bans and restrictions, curfews, quarantines, shelter in place or total lock-down orders and business limitations and shutdowns. Such measures have significantly contributed to rising unemployment and negatively impacted consumer and business spending. While several vaccines have been approved by the U.S. Food and Drug Administration, vaccine distribution has been slow and there are concerns that more aggressive variants of the COVID-19 virus may increase and spread due to the pace of vaccinations in the United States. The United States government has taken steps to attempt to mitigate some of the more severe anticipated economic effects of the virus, including the passage of the CARES Act in March of 2020 and, more recently, an Omnibus COVID Relief Deal in December 2020. There can be no assurance that such steps taken by the United States government will be effective or achieve their desired results in the near future.

The outbreak has adversely impacted and is likely to continue to adversely impact our workforce and operations and the operations of our customers and business partners. In particular, we may experience financial losses due to a number of operational factors impacting us or our customers or business partners, including but not limited to:

Credit losses resulting from financial stress experienced by our borrowers, especially those operating in industries most hard hit by government measures to contain the spread of the virus;

Possible business disruptions experienced by our vendors and business partners in carrying out work that supports our operations;

Heightened levels of cyber and payment fraud, as cyber criminals try to take advantage of the disruption and increased online activity brought about by the pandemic; and,

Operational failures due to changes in our normal business practices necessitated by our internal measures to protect our employees and government-mandated measures intended to slow the spread of the virus.

These factors may exist for an extended period of time and may continue to adversely affect our business, financial condition and operations even after the COVID-19 outbreak has subsided.

The extent to which the pandemic impacts our business, financial condition and operations will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, its duration and severity, the actions to contain it or treat its impact, and how quickly and to what extent normal economic and operating conditions can resume. Even after the pandemic has subsided, we may continue to experience materially adverse impacts to our business as a result of its economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that has occurred or may occur in the future. Additionally, future outbreaks of COVID-19, or other viruses, may occur.

Among other relief programs, we participated in the PPP and originated almost 4,900 loans in the amount of $1.05 billion under the program during the year ended December 31, 2020. PPP loans are fixed, low interest rate loans that are guaranteed by the SBA and subject to numerous other regulatory requirements, and a borrower may apply to have all or a portion of the loan forgiven. If PPP borrowers fail to qualify for loan forgiveness, we face a heightened risk of holding these loans at unfavorable interest rates for an extended time period. While PPP loans are guaranteed by the SBA, various regulatory requirements will apply to our ability to seek recourse under the guarantees, and related procedures are currently subject to uncertainty. If a borrower defaults on a PPP loan, these requirements and uncertainties may limit our ability to fully recover against the loan guarantee or to seek full recourse against the borrower.

37

There are no comparable recent events that provide guidance as to the effect the spread of COVID-19 as a global pandemic may have, and, as a result, the ultimate impact of the pandemic is highly uncertain and subject to change. We do not yet know the full extent of the impacts on our business, our operations or the global economy as a whole. Therefore, the risk factors discussed in our Annual Report on Form 10-K could be heightened, changed or be added to in the future. 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.

Financial disruption or a prolonged economic downturn could materially and adversely affect our business.

Worldwide financial markets have recently experienced periods of extraordinary disruption and volatility, which has been exacerbated by the COVID-19 pandemic, resulting in heightened credit risk, reduced valuation of investments and decreased economic activity. Moreover, many companies have experienced reduced liquidity and uncertainty as to their ability to raise capital during such periods of market disruption and volatility. In the event that these conditions recur or result in a prolonged economic downturn, our results of operations, financial position and/or liquidity could be materially and adversely affected. Many of the other risk factors discussed herein identify risks that result from, or are exacerbated by, financial economic downturn. These include risks related to our investments portfolio, the competitive environment and regulatory developments.

As a business operating in the financial services industry, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions.

Our businesses and operations are sensitive to general business and economic conditions in the United States. If the U.S. economy weakens, our growth and profitability could be constrained. Uncertainty about the federal fiscal policymaking process and the medium and long-term fiscal outlook of the federal government is a concern for businesses, consumers and investors in the United States. In addition, economic conditions in foreign countries could affect the stability of global financial markets, which could hinder U.S. economic growth. Weak economic conditions are characterized by deflation, fluctuations in debt and equity capital markets, a lack of liquidity and/or depressed prices in the secondary market for mortgage loans, increased delinquencies on mortgage, consumer and commercial loans, residential and commercial real estate price declines and lower home sales and commercial activity. The current economic environment is characterized by rising interest rates, although rates currently remain at near historic lows, which may impact our ability to generate attractive earnings through our investment portfolio. Although interest rates are low, deposit levels are high as our customers increase their cash balances in light of current economic uncertainties. An increase in interest rates could increase competition for deposits, decrease customer demand for loans due to the higher cost of obtaining credit, result in an increased number of delinquent loans and defaults or reduce the value of securities held for investment. All of these factors can individually or in the aggregate be detrimental to our business, and the interplay between these factors can be complex and unpredictable. Our business also is significantly affected by monetary and related policies of the U.S. federal government and its agencies. Changes in any of these policies are influenced by macroeconomic conditions and other factors that are beyond our control. Adverse economic conditions and government policy responses to such conditions could have a material adverse effect on our business, financial condition, results of operations and prospects.

38

ITEM 1B. UNRESOLVED STAFF COMMENTS.

 

None.

 

ITEM 2. PROPERTIES.

 

As of December 31, 2017,2020, we operated through 2021 banking offices and 3 loan production offices. Our Woodcrest Place office also includes our corporate headquarters. We believe that our banking offices are in good condition, are suitable to our needs and, for the most part, are relatively new or refurbished. The following table gives pertinent details about our banking offices.

 

34

State, MSA, Office Address

 

City

 

Zip Code

 

Owned or Leased

 

Date Opened

 

Alabama:

         
 

Birmingham-Hoover:

         
  

2500 Woodcrest Place (1)

 

Birmingham

 

35209

 

Owned

 

3/2/2005

 
  

324 Richard Arrington Jr. Boulevard North

 

Birmingham

 

35203

 

Leased

 

12/19/2005

 
  

5403 Highway 280, Suite 401

 

Birmingham

 

35242

 

Leased

 

8/15/2006

 
 

Total

   

3 Offices

     
            
 

Huntsville:

         
  

401 Meridian Street, Suite 100

 

Huntsville

 

35801

 

Leased

 

11/21/2006

 
  

1267 Enterprise Way, Suite A (1)

 

Huntsville

 

35806

 

Leased

 

8/21/2006

 
 

Total

   

2 Offices

     
            
 

Montgomery:

         
  

1 Commerce Street, Suite 200

 

Montgomery

 

36104

 

Leased

 

6/4/2007

 
  8117 Vaughn Road, Unit 20

7256 Halcyon Park Drive (1)

 

Montgomery

 36116

36117

 

Leased

 

9/26/2007

 
 

Total

   

2 Offices

     
            
 

Dothan:

         
  

4801 West Main Street (1)

 

Dothan

 

36305

 

Leased

 

10/17/2008

 
  

1640 Ross Clark Circle, Suite 307

 

Dothan

 

36301

 

Leased

 

2/1/2011

 
 

Total

   

2 Offices

     
            
 

Mobile:

         
  

2 North Royal Street (1)

 

Mobile

 

36602

 

Leased

 

7/9/2012

 
  

4400 Old Shell Road

 

Mobile

 

36608

 

Leased

 

9/3/2014

Total

2 Offices

Daphne-Fairhope-Foley:

 
  54 South Greeno Road (2)

561 Fairhope Ave. Suite 101 (1)

 

Fairhope

 

36532

 

Leased

 

9/29/2017

 
 

Total

   3 Offices

1 Office

     
            
 

Total Offices in Alabama

   

12 Offices

     
            

Florida:

         
 

Pensacola-Ferry Pass-Brent:

         
  316 South Baylen

219 East Garden Street Suite 100 (1)

 

Pensacola

 

32502

 

Leased

 

4/1/2011

 
  

4980 North 12th Avenue

 

Pensacola

 

32504

 

Owned

 

8/27/2012

 
 

1500 Freedom Self Storage Road, Suite 12

Ft. Walton Bch.

32547

Leased

8/1/2018

Total

   2

3 Offices

     
            
 

Tampa-St. Petersburg-Clearwater:

         
  

4221 West Boy Scout Blvd. (1)

 

Tampa

 

33607

 

Leased

 

1/4/2016

 
 

Total

   

1 Office

     
            
 Total Offices in Florida3 Offices
Georgia:
Atlanta-Sandy Springs-Roswell

North Port-Sarasota-Bradenton:

         
  300 Galleria Parkway SE, Suite 100

240 South Pineapple Ave. (2)

 Atlanta

Sarasota

 30339

34236

 

Leased

 7/

8/1/20152019

 
 2801 Chapel Hill RoadDouglasville30135Owned1/28/2008
2454 Kennesaw Due West RoadKennesaw30152Owned12/12/2011

Total Offices in Georgia

   3 Offices
South Carolina:
Charleston-North Charleston
701 East Bay Street Suite 503 (1)Charleston29403Leased4/20/2015
Total Offices in South Carolina

1 Office

Tennessee:
Nashville:
1801 West End Avenue, Suite 850 (1)Nashville37203Leased6/4/2013
Total Offices in Tennessee1 Office

     
            
 

Total officesOffices in Florida

   20

5 Offices

Georgia:

Atlanta-Sandy Springs-Roswell:

300 Galleria Parkway SE, Suite 100

Atlanta

30339

Leased

7/1/2015

2801 Chapel Hill Road

Douglasville

30135

Owned

1/28/2008

2454 Kennesaw Due West Road (3)

Kennesaw

30152

Owned

12/12/2011

Columbus:

6400 Bradley Park Drive, Suite A (2)

Columbus

31904

Leased

8/12/2020

Total Offices in Georgia

4 Offices

South Carolina:

Charleston-North Charleston:

701 East Bay Street Suite 503 (1)

Charleston

29403

Leased

4/20/2015

100 S Main Street Suite I (2)

Summerville

29483

Leased

7/1/2016

Total Offices in South Carolina

2 Offices

Tennessee:

Nashville:

1801 West End Avenue, Suite 850 (1)

Nashville

37203

Leased

6/4/2013

Total Offices in Tennessee

1 Office

     
            
 

Total Offices

24 Offices

(1) Offices relocated to this address. Original offices opened on date indicated.

 
 

(2) Property servedserves as a Loan Processing Office until 1/16/18, when it became a full serviceloan production office.

 

(3) Planned closure date of March 11, 2021

 

39

ITEM 3. LEGAL PROCEEDINGS.

 

Neither we nor the bank is currently subject to any material legal proceedings. In the ordinary course of business, the bank is involved in routine litigation, such as claims to enforce liens, claims involving the making and servicing of real property loans, and other issues incident to the bank’s business. Management does not believe that there are any threatened proceedings against us or the bank which will have a material effect on our or the bank’s business, financial position or results of operations.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Our common stock is listed on the NASDAQ Global Select Market under the symbol “SFBS.” As of February 21, 2018,19, 2021, there were 550512 holders of record of our common stock. As of the close of business on February 21, 2018,19, 2021, the price of our common stock was $42.14$46.99 per share. All share and per share data in this Annual Report on Form 10-K is adjusted to reflect our two-for-one stock split in the form of a stock dividend effective on December 20, 2016 for stockholders of record on December 5, 2016.

 

Dividends

35

 

The following table sets forthOn December 21, 2020, our board of directors increased our quarterly cash dividend from $0.175 per share to $0.20 per share. Subject to the reported highboard of directors’ approval and low sales prices of our common stock as quotedapplicable regulatory requirements, we expect to continue paying cash dividends on the NASDAQ during each quarter of 2017 and 2016.

  Year Ended December 31,
  2017 2016
  High Low Cash Dividends Declared High Low Cash Dividends Declared
First quarter $42.66  $34.06  $0.05  $23.39  $17.06  $0.04 
Second quarter  39.34   33.01   0.05   26.36   21.66   0.04 
Third quarter  39.30   32.54   0.05   26.79   23.46   0.04 
Fourth quarter  44.00   35.35   0.05   38.65   25.00   0.04 
          $0.20          $0.16 

Dividendsa quarterly basis.

 

The principal source of our cash flow, including cash flow to pay dividends, comes from dividends that the bank pays to us as its sole shareholder. Statutory and regulatory limitations apply to the bank’s payment of dividends to us, as well as our payment of dividends to our stockholders. For a more complete discussion on the restrictions on dividends, see “Supervision and Regulation - Payment of Dividends” in Item 1.

 

Recent Sales of Unregistered Securities

 

We had no sales of unregistered securities in 20172020 other than those previously reported in our reports filed with the Securities and Exchange Commission.

 

Purchases of Equity Securities by the Registrant and Affiliated Purchasers

 

We made no repurchases of our equity securities, and no “affiliated purchasers” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934) purchased any shares of our equity securities during the fourth quarter of the fiscal year ended December 31, 2017.2020.

 

Equity Compensation Plan Information

 

The following table sets forth certain information as of December 31, 20172020 relating to stock options granted under our 2005 Amended and Restated Stock Incentive Plan and our 2009 Amended and Restated Stock Incentive Plan and other options or warrants issued outside of such plans, if any.

Plan Category Number of Securities
To Be Issued Upon
Exercise of
Outstanding Awards
 Weighted-average
Exercise Price of
Outstanding Awards
 Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans
Equity Compensation Plans Approved by Security Holders  1,669,834  $10.67   3,478,644 
Equity Compensation Plans Not Approved by Security Holders  -   -   - 
Total  1,669,834  $10.67   3,478,644 

We award stock options as incentive to employees, officers, directors and consultants to attract or retain these individuals, to maintain and enhance All awards under our long-term performance and profitability, and to allow these individuals to acquire an ownership interest in our Company. Our compensation committee administers this program, making all decisions regarding grants and amendments to these awards. An incentive stock option may not be exercised later than 90 days after an option holder terminates his or her employment with us unless such termination is a consequence of such option holder’s death or disability, in which case the option period may be extended for up to one year after termination of employment. All of our issued options will vest immediately upon a transaction in which we merge or consolidate with or into any other corporation (unless we are the surviving corporation), or sell or otherwise transfer our property, assets or business substantially in its entirety to a successor corporation. At that time, upon the exercise of an option, the option holder will receive the number of shares of stock or other securities or property, including cash, to which the holder of a like number of shares of common stock would have been entitled upon the merger, consolidation, sale or transfer if such option had been exercised in full immediately prior thereto. All of our issued options have a term of 10 years. This means the options must be exercised within 10 years from the date of the grant.

36

We periodically grant shares of restricted stock under the 20092005 Amended and Restated Stock Incentive Plan. These shares generally vest between threePlan have vested, have been exercised or have been forfeited as of December 31, 2020, and five years fromno further awards shall be made under the date of grant, subject to earlier vesting in the event of a merger, consolidation, sale or transfer of the Company or substantially all of its assets and business.2005 Plan.

 

Plan Category

 

Number of Securities To Be Issued Upon Exercise of Outstanding Awards

  

Weighted-average Exercise Price of Outstanding Awards

  

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans

 

Equity Compensation Plans Approved by Security Holders

  640,950  $18.14   3,186,865 

Equity Compensation Plans Not Approved by Security Holders

  -   -   - 

Total

  640,950  $18.14   3,186,865 

40

ITEM 6. SELECTED FINANCIAL DATA.

 

The following table sets forth selected historical consolidated financial data from our consolidated financial statements and should be read in conjunction with our consolidated financial statements including the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” which are included below. Except for the data under “Selected Performance Ratios,” “Core“Adjusted Performance Ratios,Data,” “Asset Quality Ratios,” “Liquidity Ratios,” “Capital Adequacy Ratios” and “Growth Ratios,” the selected historical consolidated financial data as of December 31, 2017, 2016, 2015, 2014 and 2013 and for the years ended December 31, 2020, 2019, 2018, 2017 2016, 2015, 2014 and 20132016 are derived from our audited consolidated financial statements and related notes.

 

 As of and for the years ended December 31, 

As of and for the years ended December 31,

 
 2017 2016 2015 2014 2013 

2020

  

2019

  

2018

  

2017

  

2016

 
 (Dollars in thousands except for share and per share data) 

(Dollars in thousands except for share and per share data)

 
Selected Balance Sheet Data:                                        
Total Assets $7,082,384  $6,370,448  $5,095,509  $4,098,679  $3,520,699  $11,932,654  $8,947,653  $8,007,382  $7,082,384  $6,370,448 
Total Loans  5,851,261   4,911,770   4,216,375   3,359,858   2,858,868  8,465,688  7,261,451  6,533,499  5,851,261  4,911,770 
Loans, net  5,791,855   4,859,877   4,172,956   3,324,229   2,828,205  8,377,746  7,184,867  6,464,899  5,791,855  4,859,877 
Securities available for sale  538,080   422,375   342,938   298,310   265,728  886,688  759,399  590,184  538,080  422,375 
Securities held to maturity  250   62,564   27,426   29,355   32,274  250  250  -  250  62,564 
Cash and due from banks  86,213   56,855   46,614   48,519   61,370  93,655  78,618  97,516  86,213  56,855 
Interest-bearing balances with banks  151,849   566,707   270,836   248,054   188,411  2,115,985  451,509  360,534  151,849  566,707 
Federal funds sold  239,524   160,435   34,785   891   8,634  1,771  100,473  223,845  239,524  160,435 
Mortgage loans held for sale  4,459   4,675   8,249   5,984   8,134  14,425  6,312  120  4,459  4,675 
Equity securities  1,034   1,024   4,954   3,921   4,230 
Premises and equipment, net  58,900   40,314   19,434   7,815   8,351  54,969  56,496  57,822  58,900  40,314 
Deposits  6,091,674   5,420,311   4,223,888   3,398,160   3,019,642  9,975,724  7,530,433  6,915,708  6,091,674  5,420,311 
Federal funds purchased  301,797   355,944   352,360   264,315   174,380  851,545  470,749  288,725  301,797  355,944 
Other borrowings  64,832   55,262   55,637   19,973   19,940  64,748  64,703  64,666  64,832  55,262 
Other liabilities  16,477   16,042   14,477   9,018   9,545  47,785  39,086  23,080  16,477  16,042 
Stockholders' Equity  607,604   522,889   449,147   407,213   297,192  992,852  842,682  715,203  607,604  522,889 
Selected income Statement Data:                    

Selected Income Statement Data:

                    
Interest income $262,756  $212,902  $179,975  $144,725  $126,081  $389,022  $390,803  $326,627  $262,756  $212,902 
Interest expense  35,333   25,805   17,704   14,119   13,619  50,985  103,158  63,948  35,333  25,805 
Net interest income  227,423   187,097   162,271   130,606   112,462  338,037  287,645  262,679  227,423  187,097 
Provision for loan losses  23,225   13,398   12,847   10,259   13,008 
Net interest income after provision                    
for loan losses  204,198   173,699   149,424   120,347   99,454 

Provision for credit losses

 42,434  22,638  21,402  23,225  13,398 

Net interest income after provision for credit losses

 295,603  265,007  241,277  204,198  173,699 
Noninterest income  19,046   18,112   13,577   10,966   9,833  30,116  23,982  19,440  17,361  17,007 
Noninterest expense  85,894   80,993   73,996   57,335   47,312  111,511  102,128  91,875  84,209  79,888 
Income before income taxes  137,350   110,818   89,005   73,978   61,975  214,208  186,861  168,842  137,350  110,818 
Income taxes expenses  44,258   29,339   25,465   21,601   20,358 

Income tax expense

 44,639  37,618  31,902  44,258  29,339 
Net income  93,092   81,479   63,540   52,377   41,617  169,569  149,243  136,940  93,092  81,479 
Net income available to common                    
stockholders  93,030   81,432   63,260   51,946   41,201 
Per common Share Data:                    

Net income available to common stockholders

 169,506  149,180  136,877  93,030  81,432 

Per Common Share Data:

                    
Net income, basic $1.76  $1.55  $1.23  $1.09  $1.00  $3.15  $2.79  $2.57  $1.76  $1.55 
Net income, diluted  1.72   1.52  $1.20  $1.05  $0.95  3.13  2.76  2.53  1.72  1.52 
Book value  11.47   9.93  $8.65  $7.40  $5.83  18.41  15.71  13.40  11.47  9.93 
Weighted average shares outstanding:                               
Basic  52,887,359   52,450,896   51,426,466   47,710,002   41,214,426  53,844,482  53,530,766  53,172,695  52,887,359  52,450,896 
Diluted  54,123,957   53,608,372   52,885,108   49,636,442   43,612,050  54,219,037  54,103,074  54,169,879  54,123,957  53,608,372 
Actual shares outstanding  52,992,586   52,636,896   51,945,396   49,603,036   44,100,072  53,943,751  53,623,740  53,375,195  52,992,586  52,636,896 

Selected Performance Ratios:

                    

Return on average assets

 1.59

%

 1.73

%

 1.88

%

 1.43

%

 1.42

%

Return on average stockholders' equity

 18.55

%

 19.16

%

 20.96

%

 16.38

%

 16.64

%

Dividend payout ratio

 22.39

%

 21.76

%

 15.04

%

 11.64

%

 10.53

%

Net interest margin (1)

 3.31

%

 3.46

%

 3.75

%

 3.68

%

 3.42

%

Efficiency ratio (2)

 30.29

%

 32.77

%

 32.57

%

 34.40

%

 39.14

%

Asset Quality Ratios:

                    

Net charge-offs to average loans outstanding

 0.36

%

 0.32

%

 0.20

%

 0.29

%

 0.11

%

Non-performing loans to total loans

 0.22

%

 0.50

%

 0.43

%

 0.19

%

 0.34

%

Non-performing assets to total assets

 0.21

%

 0.50

%

 0.41

%

 0.26

%

 0.34

%

Allowance for credit losses to total gross loans

 1.04

%

 1.05

%

 1.05

%

 1.02

%

 1.06

%

Allowance for credit losses to total non-performing loans

 463.98

%

 212.07

%

 247.03

%

 548.79

%

 307.30

%

Liquidity Ratios:

                    

Net loans to total deposits

 83.98

%

 95.41

%

 93.48

%

 95.08

%

 89.66

%

Net average loans to average earning assets

 78.80

%

 81.48

%

 86.55

%

 84.93

%

 80.44

%

Noninterest-bearing deposits to total deposits

 27.96

%

 23.24

%

 22.52

%

 23.64

%

 23.64

%

Capital Adequacy Ratios:

                    

Stockholders' Equity to total assets

 8.32

%

 9.42

%

 8.93

%

 8.58

%

 8.21

%

CET1 capital (3)

 10.50

%

 10.50

%

 10.12

%

 9.51% 9.78

%

Tier 1 capital (4)

 10.50

%

 10.50

%

 10.13

%

 9.52

%

 9.78

%

Total capital (5)

 12.12

%

 12.31

%

 12.05

%

 11.52

%

 11.84

%

Leverage ratio (6)

 8.23

%

 9.13

%

 9.07

%

 8.51

%

 8.22

%

Growth Ratios:

                    

Percentage change in net income

 13.62

%

 8.98

%

 47.10

%

 14.25

%

 28.23

%

Percentage change in diluted net income per share

 13.38

%

 9.12

%

 46.91

%

 13.16

%

 26.67

%

Percentage change in assets

 33.36

%

 11.74

%

 13.06

%

 11.18

%

 25.02

%

Percentage change in net loans

 16.60

%

 11.14

%

 11.62

%

 19.18

%

 16.46

%

Percentage change in deposits

 32.47

%

 8.89

%

 13.53

%

 12.39

%

 28.32

%

Percentage change in stockholders' equity

 17.82

%

 17.82

%

 17.71

%

 16.20

%

 16.41

%

 

(1) Net interest margin is the net yield on interest earning assets and is the difference between the interest yield earned on interest-earning assets and interest rate paid on interest-bearing liabilities, divided by average earning assets.

(1) Net interest margin is the net yield on interest earning assets and is the difference between the interest yield earned on interest-earning assets and interest rate paid on interest-bearing liabilities, divided by average earning assets.

 

(2) Efficiency ratio is the result of noninterest expense divided by the sum of net interest income and noninterest income.

(2) Efficiency ratio is the result of noninterest expense divided by the sum of net interest income and noninterest income.

 

(3) CET1 capital ratio includes common stockholders' equity excluding unrealized gains/(losses) on securities available for sale, net of taxes, and intangible assets divided by total risk-weighted assets.

(3) CET1 capital ratio includes common stockholders' equity excluding unrealized gains/(losses) on securities available for sale, net of taxes, and intangible assets divided by total risk-weighted assets.

 

(4) Tier 1 capital ratio includes CET1 and qualifying minority interest divided by total risk-weighted assets.

(4) Tier 1 capital ratio includes CET1 and qualifying minority interest divided by total risk-weighted assets.

 

(5) Total capital ratio includes Tier 1 capital plus qualifying portions of subordinated debt and allowance for credit losses (limited to 1.25% of risk-weighted assets) divided by total risk-weighted assets.

(5) Total capital ratio includes Tier 1 capital plus qualifying portions of subordinated debt and allowance for credit losses (limited to 1.25% of risk-weighted assets) divided by total risk-weighted assets.

 

(6) Tier 1 leverage ratio includes Tier 1 capital divided by average assets less intangible assets.

(6) Tier 1 leverage ratio includes Tier 1 capital divided by average assets less intangible assets.

 

41

 

37

Selected Performance Ratios:                    
Return on average assets  1.43%  1.42%  1.38%  1.39%  1.32%
Return on average stockholders' equity  16.38%  16.64%  14.56%  14.43%  15.70%
Dividend payout ratio  11.64%  10.53%  10.04%  9.57%  8.79%
Net interest margin (1)  3.68%  3.42%  3.75%  3.68%  3.80%
Efficiency ratio (2)  34.85%  39.47%  42.63%  40.51%  38.69%
Core Performance Data (3)                    
Core net income available to common                    
stockholders $96,304  $81,432  $65,027  $53,558  $41,201 
Core earnings per share, basic  1.82   1.55   1.27   1.12   1.00 
Core earnings per share, diluted  1.78   1.52   1.23   1.08   0.95 
Core return on average assets  1.48%  1.42%  1.42%  1.43%  1.32%
Core return on average stockholders'                    
equity  16.96%  16.64%  14.96%  14.88%  15.70%
Core return on average common                    
stockholders' equity  16.95%  16.63%  15.73%  16.74%  15.69%
Core efficiency ratio  34.71%  39.47%  40.60%  38.75%  38.69%
Asset Quality ratios:                    
Net charge-offs to average                    
loans outstanding  0.29%  0.11%  0.13%  0.17%  0.33%
Non-performing loans to total loans  0.19%  0.34%  0.18%  0.30%  0.34%
Non-performing assets to total assets  0.25%  0.34%  0.26%  0.41%  0.64%
Allowance for loan losses to total                    
gross loans  1.02%  1.06%  1.03%  1.06%  1.07%
Allowance for loan losses to total                    
non-performing loans  548.79%  307.30%  559.02%  354.52%  314.94%
Liquidity Ratios:                    
Net loans to total deposits  95.08%  89.66%  98.79%  97.82%  93.66%
Net average loans to average                    
earning assets  84.93%  80.44%  86.24%  83.94%  84.65%
Noninterest-bearing deposits to                    
total deposits  23.64%  23.64%  24.94%  23.85%  21.54%
Capital Adequacy Ratios:                    
Stockholders' Equity to total assets  8.58%  8.21%  8.81%  9.94%  8.44%
CET1 capital (4)  9.51%  9.78%  9.72%  NA     NA 
Tier 1 capital (5)  9.52%  9.78%  9.73%  11.75%  10.00%
Total capital (6)  11.52%  11.84%  11.95%  13.38%  11.73%
Leverage ratio (7)  8.51%  8.22%  8.55%  9.91%  8.48%
Growth Ratios:                    
Percentage change in net income  14.25%  28.23%  21.31%  25.85%  20.82%
Percentage change in diluted net                    
income per share  13.16%  26.67%  14.35%  10.00%  14.46%
Percentage change in assets  11.18%  25.02%  24.32%  16.42%  21.14%
Percentage change in net loans  19.18%  16.46%  25.53%  17.54%  21.02%
Percentage change in deposits  12.39%  28.32%  24.30%  12.54%  20.23%
Percentage change in equity  16.20%  16.41%  10.30%  37.02%  27.41%

(1)  Net interest margin is the net yield on interest earning assets and is the difference between the interest yield earned on interest-earning assets and the interest rate paid on interest-bearing liabilities, divided by average earning assets.

(2)  Efficiency ratio is the result of noninterest expense divided by the sum of net interest income and noninterest income.

(3) Core metrics for 2017 exclude the impact of  non-routine expenses attributable to our net deferred tax asset revaluation due to lower corporate income tax rates provided by the Tax Cuts and Jobs Act passed into law in December 2017, and lease termination and moving expenses associated with our move to our new headquarters building in 2017. Core metrics for 2015 exclude a non-routine expense related to our acquisition of Metro Bancshares, Inc. and the merger of Metro Bank with and into the Bank, and a non-routine expense resulting from the initial funding of reserves for unfunded loan commitments consistent with guidance provided in the Federal Reserve Bank's Interagency Policy Statement SR 06-17.  Core metrics for 2014 exclude a non-routine expense related to the correction of our accounting for vested stock options granted to our advisory board members in our Huntsville, Montgomery and Dothan, Alabama markets, and non-routine expense related to the acceleration of vesting of stock options previously granted to our advisory board members in our Mobile, Alabama and Pensacola, Florida markets.  For a reconciliation of these non-GAAP measures to the most comparable GAAP measure, see "GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures."  None of the other periods included in our selected consolidated financial information are affected by such non-routine expenses.

(4) CET1 capital ratio includes common stockholders' equity excluding unrealized gains/(losses) on securities available for sale, net of taxes, and intangible assets divided by total risk-weighted assets.

(5) Tier 1 capital ratio includes CET1 and qualifying minority interest divided by total risk-weighted assets.

(6) Total capital ratio includes Tier 1 capital plus qualifying portions of subordinated debt and allowance for loan losses (limited to 1.25% of risk-weighted assets) divided by total risk-weighted assets.

(7) Tier 1 leverage ratio includes Tier 1 capital divided by average assets less intangible assets.                                        

38

GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures

We recorded $3.1 million of additional tax expense as a result of revaluing our net deferred tax assets at December 31, 2017 due to lower corporate income tax rates provided by the Tax Cuts and Jobs Act passed into law in December 2017. The revaluation adjustment of our net deferred tax asset position was impacted by a number of factors, including increased loan charge-offs, in the fourth quarter of 2017, increases in deferred tax liabilities relating to depreciation expense on our new headquarters building, and dividends from our captive real estate investment trusts. We also recorded expenses of $347,000 related to terminating the lease agreement on our previous headquarters building in Birmingham, Alabama and expenses of moving into our new headquarters building. We recorded expenses of $2.1 million for the first quarter of 2015 related to the acquisition of Metro Bancshares, Inc. and the merger of Metro Bank with and into the bank, and recorded an expense of $500,000 resulting from the initial funding of reserves for unfunded loan commitments for the first quarter of 2015, consistent with guidance provided in the Federal Reserve Bank’s Interagency Policy Statement SR 06-17. We recorded expenses of $703,000 for the first quarter of 2014 resulting from the correction of our accounting for vested stock options previously granted to members of our advisory boards in our Huntsville, Montgomery and Dothan, Alabama markets, and we recorded expenses of $1.8 million for the second quarter of 2014 resulting from an acceleration of vesting of stock options previously granted to members of our advisory boards in our Mobile, Alabama and Pensacola, Florida markets. This change in accounting treatment is a non-cash item and does not impact our operating activities or cash from operations. We consider all of the expenses in 2017, 2015 and 2014 discussed above to be non-core expenses. The non-GAAP financial measures included in this annual report on Form 10-K results for the year ended December 31, 2017 are “core net income available to common stockholders,” “core earnings per share, basic,” “core earnings per share, diluted,” “core return on average assets,” “core return on average stockholders’ equity,” “core return on average common stockholders’ equity” and “core efficiency ratio.” Each of these seven core financial measures excludes the impact of the non-routine expense attributable to the revaluing of our net deferred tax assets, lease termination, moving expenses, expenses related to the acquisition of Metro and the initial funding of reserves for unfunded loan commitments. None of the other periods included in our selected financial data are affected by this correction and acceleration of vesting.

“Core net income available to common stockholders” is defined as net income available to common stockholders, adjusted by the net effect of the non-routine expense.

“Core earnings per share, basic” is defined as net income available to common stockholders, adjusted by the net effect of the non-routine expense, divided by weighted average shares outstanding.

“Core earnings per share, diluted” is defined as net income available to common stockholders, adjusted by the net effect of the non-routine expense, divided by weighted average diluted shares outstanding.

“Core return on average assets” is defined as net income, adjusted by the net effect of the non-routine expense, divided by average total assets.

“Core return of average stockholders’ equity” is defined as net income, adjusted by the net effect of the non-routine expense, divided by average total stockholders’ equity.

“Core return of average common stockholders’ equity” is defined as net income, adjusted by the net effect of the non-routine expense, divided by average common stockholders’ equity.

“Core efficiency ratio” is defined as non-interest expense, adjusted by the effect of the non-routine expense, divided by the sum of net interest income and non-interest income.

We believe these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that these non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies, including those in our industry, use. The following reconciliation table provides a more detailed analysis of the non-GAAP financial measures for the years ended December 31, 2017, 2015 and 2014. All amounts are in thousands, except share and per share data.

39

  2017 2015 2014
Provision for income taxes - GAAP $44,258  $25,465  $21,601 
Adjustments:            
Tax (benefit) of adjustments  (132)  829   865 
Core income tax expense - non-GAAP $44,126  $26,294  $22,466 
Net income available to common stockholders - GAAP $93,030  $63,260  $51,946 
Adjustments:            
Adjustment for nonemployee stock compensation correction          703 
Adjustment for nonemployee stock vesting acceleration          1,774 
Adjustment for merger expenses      2,096     
Adjustment for reserve for unfunded loan commitments      500     
Adjustment for revaluing net deferred tax assets  3,059         
Adjustment for lease termination and moving expenses  347         
Tax (benefit) of adjustments  (132)  829   865 
Core net income available to common stockholders - non-GAAP $96,304  $65,027  $53,558 
Earnings per share, basic - GAAP $1.76  $1.23  $1.09 
Weighted average shares outstanding, basic  52,887,359   51,426,466   47,710,002 
Core earnings per share, basic - non-GAAP $1.82  $1.27  $1.12 
Earnings per share, diluted - GAAP $1.72  $1.20  $1.05 
Weighted average shares outstanding, diluted  54,123,957   52,885,108   49,636,442 
Core earnings per share, diluted - non-GAAP $1.78  $1.23  $1.09 
Return on average assets - GAAP  1.43%  1.38%  1.39%
Net income - GAAP $93,092  $63,540  $52,377 
Adjustments:            
Adjustment for nonemployee stock compensation correction          703 
Adjustment for nonemployee stock vesting acceleration          1,774 
Adjustment for merger expenses      2,096     
Adjustment for reserve for unfunded loan commitments      500     
Adjustment for revaluing net deferred tax assets  3,059         
Adjustment for lease termination and moving expenses  347         
Tax (benefit) of adjustments  (132)  829   865 
Core net income - non-GAAP $96,366  $65,307  $53,989 
Average assets $6,495,067  $4,591,861  $3,758,184 
Core return on average assets - non-GAAP  1.48%  1.42%  1.43%
Return on average stockholders' equity - GAAP  16.38%  14.56%  14.43%
Average stockholders' equity $568,228  $436,544  $359,963 
Core return on average stockholders' equity - non-GAAP  16.96%  14.96%  14.88%
Return on average common stockholders' equity  16.37%  15.30%  16.23%
Average common stockholders' equity $568,228  $413,445  $320,005 
Core return on average common stockholders' equity - non-GAAP  16.95%  15.73%  15.73%
Efficiency ratio - GAAP  34.85%  42.08%  42.08%
Non-interest expense - GAAP $85,894  $73,996  $57,335 
Adjustments:            
Adjustment for nonemployee stock compensation correction          703 
Adjustment for nonemployee stock vesting acceleration          1,774 
Adjustment for merger expenses      2,096     
Adjustment for reserve for unfunded loan commitments      500     
Adjustment for lease termination and moving expenses  347         
Core non-interest expense - non-GAAP $85,547  $71,400  $54,858 
Net interest income  227,423   162,271   130,606 
Non-interest income  19,046   13,577   10,966 
Total net interest income and non-interest income $246,469  $175,848  $141,572 
Core efficiency ratio - non-GAAP  34.71%  40.60%  38.75%

ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following is a narrative discussion and analysis of significant changes in our results of operations and financial condition. The purpose of this discussion is to focus on information about our financial condition and results of operations that is not otherwise apparent from the audited financial statements. This discussion should be read in conjunction with the financial statements and selected financial data included elsewhere in this report.report.

 

Overview

 

We are a bank holding company within the meaning of the BHC Act headquartered in Birmingham, Alabama. Through our wholly-owned subsidiary bank, we operate 2021 full service banking offices located in Jefferson, Shelby, Madison, Montgomery, Mobile, Baldwin and Houston Counties in Alabama, Escambia and Hillsborough Counties in Florida, Cobb and Douglas Counties in Georgia, Charleston County in South Carolina and Davidson County in Tennessee. These offices operate in the Birmingham-Hoover, Huntsville, Montgomery, MobileDothan, Daphne-Fairhope-Foley and Dothan,Mobile, Alabama MSAs, the Pensacola-Ferry Pass-Brent and Tampa-St. Petersburg-Clearwater, Florida MSAs, the Atlanta-Sandy Springs-Roswell, Georgia MSA, the Charleston-North Charleston, South Carolina MSA and the Nashville-Davidson-Murfreesboro-Franklin, Tennessee MSA. We also operate loan production offices in Columbus, Georgia, Sarasota, Florida, and Summerville, South Carolina. Our principal business is to accept deposits from the public and to make loans and other investments. Our principal source of funds for loans and investments are demand, time, savings, and other deposits and the amortization and prepayment of loans and borrowings. Our principal sources of income are interest and fees collected on loans, interest and dividends collected on other investments and service charges. Our principal expenses are interest paid on savings and other deposits, interest paid on our other borrowings, employee compensation, office expenses and other overhead expenses.

40

 

Critical Accounting Policies

 

Our consolidated financial statements are prepared based on the application of certain accounting policies, the most significant of which are described in the Notes to the Consolidated Financial Statements. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variation and may significantly affect our reported results and financial position for the current period or in future periods. The use of estimates, assumptions, and judgments are necessary when financial assets and liabilities are required to be recorded at, or adjusted to reflect, fair value. Assets carried at fair value inherently result in more financial statement volatility. Fair values and information used to record valuation adjustments for certain assets and liabilities are based on either quoted market prices or are provided by other independent third-party sources, when available. When such information is not available, management estimates valuation adjustments. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on our future financial condition and results of operations.

 

42

Allowance for LoanCredit Losses

 

The Company assesses the adequacy of its allowance for loancredit losses sometimes referred to asat the “ALLL,”end of each calendar quarter. The level of allowance is established through periodic charges to income. Loan losses are charged againstbased on the ALLL when management believes that the future collectionCompany’s evaluation of principal is unlikely. Subsequent recoveries, if any, are credited to the ALLL. If the ALLL is considered inadequate to absorb future loan losses on existing loans for any reason, including but not limited to, increaseshistorical default and loss experience, current and projected economic conditions, asset quality trends, known and inherent risks in the sizeportfolio, adverse situations that may affect the borrowers’ ability to repay a loan, the estimated value of any underlying collateral, composition of the loan portfolio increases inand other relevant factors. The allowance is increased by a provision for credit losses, which is charged to expense, and reduced by charge-offs, or changesnet of recoveries. The allowance for credit losses is believed adequate to absorb all expected future losses to be recognized over the contractual life of the loans in the risk characteristics of the loan portfolio, then the provision for loan losses is increased.portfolio.

 

Loans with similar risk characteristics are considered impaired when, basedevaluated in pools and, depending on current information and events, itthe nature of each identified pool, the Company utilizes a discounted cash flow (“DCF”), probability of default / loss given default (“PD/LGD”) or remaining life method. The historical loss experience estimate by pool is probablethen adjusted by forecast factors that the bank will be unable to collect all amounts due accordingare quantitatively related to the original termsCompany’s historical credit loss experience, such as national unemployment rates and gross domestic product. Losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the loan agreement.reasonable and supportable period losses are reverted to long term historical averages. The collectionreasonable and supportable period and reversion period are re-evaluated each quarter by the Company and are dependent on the current economic environment among other factors. See Note 1 – Summary of all amounts due according to contractual terms means that both the contractual interest and principal payments of a loan will be collected as scheduledSignificant Accounting Policies in the notes to consolidated financial statements included in Item 8. Financial Statements and Supplementary Data elsewhere in this report.

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

Expected credit losses for loans that no longer share similar risk characteristics with the collectively evaluated pools are measured basedexcluded from the collective evaluation and estimated on an individual basis. Individual evaluations are performed for nonaccrual loans, loans rated substandard, and modified loans classified as troubled debt restructurings. Specific allocations of the allowance for credit losses are estimated on one of several methods, including the estimated fair value of the underlying collateral, observable market value of similar debt or the present value of expected future cash flows discounted atflows.

Prior to the loan’s effective interest rate, or, as a practical expedient, atadoption of ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,  the loan’s observable market price, orallowance for credit losses represented management’s best estimate of inherent losses that had been incurred within the fair valueexisting portfolio of loans. The allowance for credit losses on loans included allowance allocations calculated in accordance with FASB Accounting Standards Codification (“ASC”) Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.”

Income Taxes

Income tax expense is the total of the underlying collateral. The fair valuecurrent year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of collateral, reduced by costs to sell on a discounted basis, is usedassets and liabilities, computed using enacted tax rates. A valuation allowance, if a loan is collateral-dependent.

Investment Securities Impairment

Periodically, we may need to assess whether there have been any events or economic circumstances to indicate that a security on which there is an unrealized loss is impaired on an other-than-temporary basis. In any such instance, we would consider many factors, including the severity and duration of the impairment, our intent and ability to hold the security for a period of time sufficient for a recovery in value, recent events specificneeded, reduces deferred tax assets to the issuer or industry, and for debt securities, external credit ratings and recent downgrades. Securities on which there is an unrealized loss that is deemedamount expected to be other-than-temporary are written down to fair value, with the write-down recorded as a realized loss in securities gains (losses).

Other Real Estate Owned

Other real estate owned (“OREO”), consisting of assets that have been acquired through foreclosure, is recorded at the lower of cost or estimated fair value less the estimated cost of disposition. Fair value is based on independent appraisals and other relevant factors. Other real estate owned is revalued on an annual basis or more often if market conditions necessitate. Valuation adjustments required at foreclosure are charged to the ALLL. Subsequent to foreclosure, losses on the periodic revaluation of the property are charged to net income as OREO expense. Significant judgments and complex estimates are required in estimating the fair value of other real estate, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility, as experienced in recent years. As a result, the net proceeds realized from sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the fair value of other real estate.

41

Goodwill and Other Identifiable Intangible Assets

Other identifiable intangible assets include a core deposit intangible recorded in connection with the acquisition of Metro Bancshares, Inc. (“Metro”). The core deposit intangible is being amortized over 7 years, and the estimated useful life is periodically reviewed for reasonableness.realized.

 

The Company has recorded $13.6 millionfollows the provisions of goodwillASC 740-10, Income Taxes.  ASC 740-10 establishes a single model to address accounting for uncertain tax positions.  ASC 740-10 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in connection with the acquisitionfinancial statements.  ASC 740-10 also provides guidance on derecognition measurement classification interest and penalties, accounting in interim periods, disclosure, and transition.  ASC 740-10 provides a two-step process in the evaluation of Metro.a tax position.  The Company tests its goodwill for impairment annually unless interim events or circumstances makefirst step is recognition.  A company determines whether it is more likely than not that an impairment loss has occurred. Impairment is defined asa tax position will be sustained upon examination, including a resolution of any related appeals or litigation processes, based upon the amount by which the implied fair valuetechnical merits of the goodwillposition.  The second step is lessmeasurement.  A tax position that meets the more likely than not recognition threshold is measured at the goodwill’s carrying value. Impairment losses, if incurred, would be charged to operating expense. For the purposeslargest amount of evaluating goodwill, the Company has determinedbenefit that it operates only one reporting unit.is greater than 50% likely of being realized upon ultimate settlement.

 

Results of Operations

 

The following discussion and analysis presents the more significant factors that affected our financial condition as of December 31, 2020 and 2019 and results of operations for each of the years then ended. Refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K file with the SEC on February 25, 2020 (2019 FORM 10-K) for a discussion and analysis of the more significant factors that affected periods prior to 2019.

43

Net Income Available to Common Stockholders

 

Net income available to common stockholders was $93.0$169.5 million for the year ended December 31, 2017,2020, compared to $81.4$149.2 million for the year ended December 31, 2016.2019. This increase in net income is primarily attributable to an increase in net interest income, which increased $40.3$50.4 million, or 21.5%17.5%, to $227.4$338.0 million in 20172020 from $187.1$287.6 million in 2016.2019. Noninterest income increased $934,000,$6.1 million, or 5.2%25.6%, to $19.0$30.1 million in 20172020 from $18.1$24.0 million in 2016.2019. Noninterest expense increased by $4.9$9.4 million, or 6.1%9.2%, to $85.9$111.5 million in 20172020 from $81.0$102.1 million in 2016.2019. Basic and diluted net income per common share were $1.76$3.15 and $1.72,$3.13, respectively, for the year ended December 31, 2017,2020, compared to $1.55$2.79 and $1.52,$2.76, respectively, for the year ended December 31, 2016.2019. Return on average assets was 1.43%1.59% in 2017,2020, compared to 1.42%1.73% in 2016,2019, and return on average stockholders’ equity was 16.38%18.55% in 2017,2020, compared to 16.64%19.16% in 2016.

Net income available to common stockholders was $81.4 million for the year ended December 31, 2016, compared to $63.3 million for the year ended December 31, 2015. This increase in net income is primarily attributable to an increase in net interest income, which increased $24.8 million, or 15.3%, to $187.1 million in 2016 from $162.3 million in 2015. Noninterest income increased $4.5 million, or 33.1%, to $18.1 million in 2016 from $13.6 million in 2015. Noninterest expense increased by $7.0 million, or 9.5%, to $81.0 million in 2016 from $74.0 million in 2015. Basic and diluted net income per common share were $1.55 and $1.52, respectively, for the year ended December 31, 2016, compared to $1.23 and $1.20, respectively, for the year ended December 31, 2015. Return on average assets was 1.42% in 2016, compared to 1.38% in 2015, and return on average stockholders’ equity was 16.64% in 2016, compared to 14.56% in 2015.2019.

 

The following table presents some ratios of our results of operations for the years ended December 31, 2017, 20162020, 2019 and 2015.2018.

 

  For the Years Ended December 31,
  2017 2016 2015
Return on average assets  1.43%  1.42%  1.38%
Return on average stockholders' equity  16.38%  16.64%  14.56%
Dividend payout ratio  11.64%  10.53%  10.04%
Average stockholders' equity to average total assets  8.75%  8.52%  9.51%

  

For the Years Ended December 31,

 
  

2020

  

2019

  

2018

 

Return on average assets

  1.59

%

  1.73

%

  1.88

%

Return on average stockholders' equity

  18.55

%

  19.16

%

  20.96

%

Dividend payout ratio

  22.39

%

  21.76

%

  15.04

%

Average stockholders' equity to average total assets

  8.59

%

  9.02

%

  8.98

%

 

The following tables present a summary of our statements of income, including the percent change in each category, for the years ended December 31, 20172020 compared to 2016,2019, and for the years ended December 31, 20162019 compared to 2015,2018, respectively.

  

Year Ended December 31,

     
  

2020

  

2019

  

Change from the Prior Year

 
  

(Dollars in Thousands)

     

Interest income

 $389,022  $390,803   (0.46

%)

Interest expense

  50,985   103,158   (50.58

%)

Net interest income

  338,037   287,645   17.52

%

Provision for credit losses

  42,434   22,638   87.45

%

Net interest income after provision for credit losses

  295,603   265,007   11.55

%

Noninterest income

  30,116   23,982   25.58

%

Noninterest expense

  111,511   102,128   9.19

%

Income before income taxes

  214,208   186,861   14.63

%

Income taxes

  44,639   37,618   18.66

%

Net income

  169,569   149,243   13.62

%

Dividends on preferred stock

  63   63   -

%

Net income available to common stockholders

 $169,506  $149,180   13.63

%

 

 Year Ended December 31,   

Year Ended December 31,

     
 2017 2016 Change from the
Prior Year
 

2019

  

2018

  

Change from the Prior Year

 
 (Dollars in Thousands)   

(Dollars in Thousands)

   
Interest income $262,756  $212,902   23.42% $390,803  $326,627  19.65

%

Interest expense  35,333   25,805   36.92%  103,158   63,948   61.32

%

Net interest income  227,423   187,097   21.55% 287,645  262,679  9.50

%

Provision for loan losses  23,225   13,398   73.35%
Net interest income after provision for loan losses  204,198   173,699   17.56%

Provision for credit losses

  22,638   21,402   5.78

%

Net interest income after provision for credit losses

 265,007  241,277  9.84

%

Noninterest income  19,046   18,112��  5.16% 23,982  19,440  23.36

%

Noninterest expense  85,894   80,993   6.05%  102,128   91,875   11.16

%

Income before income taxes  137,350   110,818   23.94% 186,861  168,842  10.67

%

Income taxes  44,258   29,339   50.85%  37,618   31,902   17.92

%

Net income  93,092   81,479   14.25% 149,243  136,940  8.98

%

Dividends on preferred stock  62   47   31.91%  63   63   -

%

Net income available to common stockholders $93,030  $81,432   14.24% $149,180  $136,877   8.99

%

 

42
44

  Year Ended December 31,  
  2016 2015 Change from the
Prior Year
  (Dollars in Thousands)  
Interest income $212,902  $179,975   18.30%
Interest expense  25,805   17,704   45.76%
Net interest income  187,097   162,271   15.30%
Provision for loan losses  13,398   12,847   4.29%
Net interest income after provision for loan losses  173,699   149,424   16.25%
Noninterest income  18,112   13,577   33.40%
Noninterest expense  80,993   73,996   9.46%
Income before income taxes  110,818   89,005   24.51%
Income taxes  29,339   25,465   15.21%
Net income  81,479   63,540   28.23%
Dividends on preferred stock  47   280   (83.21)%
Net income available to common stockholders $81,432  $63,260   28.73%

 

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.

 

Net interest income increased $40.3$50.4 million, 21.5%or 17.5%, to $227.4$338.0 million for the year ended December 31, 20172020 from $187.1$287.6 million for the year ended December 31, 2016. This was due to an increase in total2019. Total interest income of $49.9decreased $1.8 million, or 23.4%0.5%, partially offset by an increase into $389.0 million from $390.8 million year-over-year, while total interest expense of $9.5decreased $52.2 million, or 36.9%. The increase in total interest income was primarily attributable to a 19.3% increase in average loans outstanding from 2016 to 2017, which was the result of growth in all our markets.

Net interest income increased $24.8 million, or 15.3%50.6%, to $187.1$51.0 million from $103.2 million year-over-year.  Average earning assets increased $1.91 billion, or 22.9%, to $10.24 billion in 2020 from $8.33 billion in 2019.  All of our regional markets grew loans during 2020 when including Paycheck Protection Program (“PPP”) loans.  Excluding PPP loans, all but three of our regional markets grew loans during 2020.  All of our regional markets grew deposits during 2020.  PPP loan origination fees recorded as an adjustment to loan yield for the year ended December 31, 2016 from $162.3 million for the year ended December 31, 2015. This was due to an increase in total interest income of $32.9 million, or 18.3%, partially offset by an increase in total interest expense of $8.1 million, or 45.8%. The increase in total interest income was primarily attributable to a 17.3% increase in average loans outstanding from 2015 to 2016, which was the result of growth in all our markets, including in Nashville, Tennessee, Charleston, South Carolina and Tampa Bay, Florida, our newest markets.2020 were $14.1 million.

 

Net Interest Margin Analysis

 

The net interest margin is impacted by the average volumes of interest-sensitive assets and interest-sensitive liabilities and by the difference between the yield on interest-sensitive assets and the cost of interest-sensitive liabilities (spread). Loan fees collected at origination represent an additional adjustment to the yield on loans. Our spread can be affected by economic conditions, the competitive environment, loan demand, and deposit flows. The net yield on earning assets is an indicator of effectiveness of our ability to manage the net interest margin by managing the overall yield on assets and cost of funding those assets.

 

The following table shows, for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, the average balances of each principal category of our assets, liabilities and stockholders’ equity, and an analysis of net interest revenue, and the change in interest income and interest expense segregated into amounts attributable to changes in volume and changes in rates. This table is presented on a taxable equivalent basis, if applicable.

 

43

Average Balance Sheets and Net Interest Analysis

 

On a Fully Taxable-Equivalent Basis

 

For the Year Ended December 31,

 

(In thousands, except Average Yields and Rates)

 
                                     
  

2020

  

2019

  

2018

 
  

Average Balance

  

Interest Earned / Paid

  

Average Yield / Rate

  

Average Balance

  

Interest Earned / Paid

  

Average Yield / Rate

  

Average Balance

  

Interest Earned / Paid

  

Average Yield / Rate

 

Assets:

                                    

Interest-earning assets:

                                    

Loans, net of unearned income:

                                    

Taxable

 $8,123,927  $361,370   4.45

%

 $6,831,998  $352,996   5.17

%

 $6,104,879  $304,156   4.98

%

Tax-exempt (3)

  31,064   1,274   4.10   33,131   1,338   4.04   31,544   1,207   3.83 

Total loans, net of unearned income (1)(2)

  8,154,991   362,644   4.45   6,865,129   354,334   5.16   6,136,423   305,363   4.98 

Mortgage loans held for sale

  14,337   231   1.61   4,970   156   3.14   3,591   146   4.07 

Debt securities:

                                    

Taxable

  801,134   22,122   2.76   588,082   17,008   2.89   473,259   12,654   2.67 

Tax-exempt (3)

  34,975   870   2.49   68,805   1,563   2.27   108,938   2,723   2.50 

Total debt securities (4)

  836,109   22,992   2.75   656,887   18,571   2.83   582,197   15,377   2.64 

Federal funds sold

  61,712   332   0.54   267,327   6,038   2.26   141,518   3,103   2.19 

Interest-bearing balances with banks

  1,170,095   3,165   0.27   536,765   12,020   2.24   148,907   3,094   2.08 

Total interest-earning assets

 $10,237,244  $389,364   3.80

%

 $8,331,078  $391,119   4.69

%

 $7,012,636  $327,083   4.66

%

Non-interest-earning assets:

                                    

Cash and due from banks

  77,413           73,226           72,875         

Net premises and equipment

  57,310           58,419           59,087         

Allowance for loan losses, accrued interest and other assets

  272,900           175,881           131,486         

Total assets

 $10,644,867          $8,638,604          $7,276,084         
                                     

Interest-bearing liabilities:

                                    

Interest-bearing deposits:

                                    

Interest-bearing demand deposits

 $1,059,629  $3,752   0.35

%

 $928,611  $7,585   0.82

%

 $863,673  $5,365   0.62

%

Savings

  77,364   274   0.35   57,078   320   0.56   53,596   229   0.43 

Money market

  4,519,170   25,758   0.57   4,038,143   67,998   1.68   3,241,474   40,162   1.24 

Time deposits (5)

  836,098   15,446   1.85   702,245   15,055   2.14   626,332   9,746   1.56 

Total interest-bearing deposits

  6,492,261   45,230   0.70   5,726,077   90,958   1.59   4,785,075   55,502   1.16 

Federal funds purchased

  627,561   2,700   0.43   398,679   9,076   2.28   270,917   5,322   1.96 

Other borrowings

  64,709   3,055   4.72   64,684   3,124   4.83   64,705   3,124   4.83 

Total interest-bearing liabilities

 $7,184,531  $50,985   0.71

%

 $6,189,440  $103,158   1.67

%

 $5,120,697  $63,948   1.25

%

Non-interest-bearing liabilities:

                                    

Non-interest-bearing checking

  2,492,500           1,632,385           1,480,827         

Other liabilities

  53,874           37,708           21,170         

Stockholders' equity

  898,023           777,757           660,304         

Unrealized gains on securities

  15,939           1,314           (6,914)        

Total liabilities and stockholders' equity

 $10,644,867          $8,638,604          $7,276,084         
                                     

Net interest income

     $338,379          $287,961          $263,135     

Net interest spread

          3.09

%

          3.02

%

          3.41

%

Net interest margin

          3.31

%

          3.46

%

          3.75

%

 

Average Balance Sheets and Net Interest Analysis

On a Fully Taxable-Equivalent Basis

For the Year Ended December 31,

(In thousands, except Average Yields and Rates)

  2017 2016 2015
 Average Balance Interest Earned / Paid Average Yield / Rate Average Balance Interest Earned / Paid Average Yield / Rate Average Balance Interest Earned / Paid Average Yield / Rate
Assets:                                    
Interest-earning assets:                                    
Loans, net of unearned income:                                    
Taxable $5,316,452  $245,296   4.61% $4,467,729  $199,599   4.47% $3,815,202  $170,723   4.47%
Tax-exempt (3)  34,726   1,719   4.95   18,749   911   4.86   9,905   496   5.01 
Total loans, net of unearned income (1)(2)  5,351,178   247,015   4.62   4,486,478   200,510   4.47   3,825,107   171,219   4.48 
Mortgage loans held for sale  5,663   213   3.76   6,600   253   3.83   7,912   237   3.00 
Debt securities:                                    
Taxable  387,542   9,117   2.35   237,683   5,341   2.25   193,803   4,332   2.24 
Tax-exempt (3)  131,450   4,420   3.36   135,929   5,035   3.70   136,305   5,448   4.00 
Total debt securities (4)  518,992   13,537   2.61   373,612   10,376   2.78   330,108   9,780   2.96 
Federal funds sold  146,688   1,693   1.15   163,356   1,007   0.62   31,014   128   0.41 
Restricted equity securities  1,030   43   4.17   4,827   218   4.52   4,798   183   3.81 
Interest-bearing balances with banks  208,382   2,273   1.09   490,301   2,571   0.52   189,361   530   0.28 
Total interest-earning assets $6,231,933  $264,774   4.25% $5,525,174  $214,935   3.89% $4,388,300  $182,077   4.15%
Non-interest-earning assets:                                    
Cash and due from banks  65,647           60,321           60,778         
Net premises and equipment  51,693           24,937           17,206         
Allowance for loan losses,                                    
accrued interest and                                    
other assets  145,794           135,251           125,577         
Total assets $6,495,067          $5,745,683          $4,591,861         
                                     
Interest-bearing liabilities:                                    
Interest-bearing deposits:                                    
Checking $817,496  $3,389   0.41% $697,109  $2,526   0.36% $584,756  $1,656   0.28%
Savings  49,151   153   0.31   44,521   137   0.31   37,683   109   0.29 
Money market  2,776,363   19,326   0.70   2,308,065   12,379   0.54   1,786,045   8,302   0.46 
Time deposits (5)  547,435   5,963   1.09   513,183   5,127   1.00   478,819   4,828   1.01 
Total interest-bearing deposits  4,190,445   28,831   0.69   3,562,878   20,169   0.57   2,887,303   14,895   0.52 
Federal funds purchased  312,213   3,588   1.15   433,743   2,766   0.64   272,031   860   0.32 
Other borrowings  56,568   2,914   5.15   55,468   2,870   5.17   37,272   1,948   5.23 
Total interest-bearing liabilities $4,559,226  $35,333   0.77% $4,052,089  $25,805   0.64% $3,196,606  $17,703   0.55%
Non-interest-bearing liabilities:                                    
Non-interest-bearing                                    
checking  1,351,112           1,190,372           944,019         
Other liabilities  16,501           13,582           14,692         
Stockholders' equity  567,741           485,543           432,064         
Unrealized gains on securities  487           4,097           4,480         
Total liabilities and                                    
stockholders' equity $6,495,067          $5,745,683          $4,591,861         
Net interest income     $229,441          $189,130          $164,374     
Net interest spread          3.47%          3.25%          3.60%
Net interest margin          3.68%          3.42%          3.75%

(1)

Non-accrual loans are included in average loan balances in all periods. Loan fees of $3,259,000, $2,273,000$19,409, $4,744 and $1,384,000$3,733 are included in interest income in 2017, 20162020, 2019 and 2015,2018, respectively.

(2)

Accretion on acquired loan discounts of $464,000, $980,000$100, $90 and $1,954,000$163 are included in interest income in 2017, 20162020, 2019 and 2015,2018, respectively.

(3)

Interest income and yields are presented on a fully taxable equivalent basis using a tax rate of 35%21%.

(4)

Net unrealized

Unrealized gains (losses) of $755,000, $6,301,000$20,117, $1,607 and $6,679,000$(8,808) are excluded from the yield calculation in 2017, 20162020, 2019 and 2015,2018, respectively.

(5)Accretion on acquired CD premiums of $32,000, $237,000 and $249,000 are included in interest expense in 2017, 2016 and 2015, respectively.

45

 

The following table reflects changes in our net interest margin as a result of changes in the volume and rate of our interest-bearing assets and liabilities.

 

44

  

For the Year Ended December 31,

 
  

2020 Compared to 2019 Increase (Decrease) in Interest Income and Expense Due to Changes in:

  

2019 Compared to 2018 Increase (Decrease) in Interest Income and Expense Due to Changes in:

 
  

Volume

  

Rate

  

Total

  

Volume

  

Rate

  

Total

 

Interest-earning assets:

                        

Loans, net of unearned income:

                        

Taxable

 $61,402  $(53,028) $8,374  $37,250  $11,590  $48,840 

Tax-exempt

  (85)  21   (64)  62   69   131 

Total loans, net of unearned income

  61,317   (53,007)  8,310   37,312   11,659   48,971 

Mortgage loans held for sale

  180   (105)  75   48   (38)  10 

Debt securities:

                        

Taxable

  5,914   (800)  5,114   3,258   1,096   4,354 

Tax-exempt

  (830)  137   (693)  (930)  (230)  (1,160)

Total debt securities

  5,084   (663)  4,421   2,328   866   3,194 

Federal funds sold

  (2,867)  (2,839)  (5,706)  2,839   96   2,935 

Interest-bearing balances with banks

  7,037   (15,892)  (8,855)  8,667   259   8,926 

Total interest-earning assets

  70,751   (72,506)  (1,755)  51,194   12,842   64,036 
                         

Interest-bearing liabilities:

                        

Interest-bearing demand deposits

  949   (4,782)  (3,833)  427   1,793   2,220 

Savings

  93   (139)  (46)  16   75   91 

Money market

  7,282   (49,522)  (42,240)  11,311   16,525   27,836 

Time deposits

  2,640   (2,249)  391   1,289   4,020   5,309 

Total interest-bearing deposits

  10,964   (56,692)  (45,728)  13,043   22,413   35,456 

Federal funds purchased

  3,459   (9,835)  (6,376)  2,809   945   3,754 

Other borrowed funds

  1   (70)  (69)  (1)  1   - 

Total interest-bearing liabilities

  14,424   (66,597)  (52,173)  15,851   23,359   39,210 

Increase (decrease) in net interest income

 $56,327  $(5,909) $50,418  $35,343  $(10,517) $24,826 

 

  For the Year Ended December 31,
  2017 Compared to 2016 Increase (Decrease) in Interest Income and Expense Due to Changes in: 2016 Compared to 2015 Increase (Decrease) in Interest Income and Expense Due to Changes in:
  Volume Rate Total Volume Rate Total
Interest-earning assets:                        
Loans, net of unearned income:                        
Taxable $38,976  $6,721  $45,697  $29,151  $(276) $28,875 
Tax-exempt  791   17   808   430   (15)  415 
Total loans, net of unearned income  39,767   6,738   46,505   29,581   (291)  29,290 
Mortgage loans held for sale  (35)  (5)  (40)  (43)  59   16 
Debt securities:                        
Taxable  3,514   262   3,776   988   24   1,012 
Tax-exempt  (162)  (453)  (615)  (15)  (398)  (413)
Total debt securities  3,352   (191)  3,161   973   (374)  599 
Federal funds sold  (112)  798   686   788   91   879 
Equity securities  (160)  (15)  (175)  1   34   35 
Interest-bearing balances                        
with banks  (2,033)  1,735   (298)  1,317   724   2,041 
Total interest-earning assets  40,779   9,060   49,839   32,617   243   32,860 
                         
Interest-bearing liabilities:                        
Interest-bearing demand deposits  470   393   863   354   516   870 
Savings  14   2   16   21   7   28 
Money market  2,815   4,132   6,947   2,671   1,406   4,077 
Time deposits  355   481   836   343   (44)  299 
Total interest-bearing deposits  3,654   5,008   8,662   3,389   1,885   5,274 
Federal funds purchased  (936)  1,758   822   703   1,203   1,906 
Other borrowed funds  57   (13)  44   941   (19)  922 
Total interest-bearing                        
liabilities  2,775   6,753   9,528   5,033   3,069   8,102 
Increase in net interest income $38,004  $2,307  $40,311  $27,584  $(2,826) $24,758 
46

 

In the table above, changes in net interest income are attributable to (a) changes in average balances (volume variance), (b) changes in rates (rate variance), or (c) changes in rate and average balances (rate/volume variance). The volume variance is calculated as the change in average balances times the old rate. The rate variance is calculated as the change in rates times the old average balance. The rate/volume variance is calculated as the change in rates times the change in average balances. The rate/volume variance is allocated on a pro rata basis between the volume variance and the rate variance in the table above.

 

From 20162019 to 2017, our2020, growth in loans was again the primary driver of our volume component change andchange. Growth in average balances of interest-bearing balances with banks was a significant contributor to our overall favorableunfavorable volume change. The rate component was modestly net favorable as loan yields increased 15 basis points compared to a 12 basis-point increase in interest-bearing deposit cost. Growth in non-interest-bearing deposits also contributed to the improvement in net interest margin in 2017.

From 2015 to 2016, we experienced an unfavorable variance relating to the interest rate component because average yields on loans decreased by one basis point, while average rates paid on interest-bearing liabilities increased by ninedecreased 96 basis points while yields on average earning assets decreased 89 basis points. Our average rates paid on interest-bearing deposits have come back down since the Federal Reserve started lowering rates during the second half of 2019.

 

The two primary factors that make up the spread are the interest rates received on loans and the interest rates paid on deposits. We have been disciplinedresponsive to market declines in raising interestdeposit rates on deposits only as federal aid money has been inserted into the market demanded and thereby managingbanking system in response to the COVID-19 outbreak. We dropped our cost of funds.deposit rates five times during 2020. Also, we have not competed for new loans on interest rate alone, but rather we have relied significantly on effective marketing to business customers.

 

Our net interest spread and net interest margin were 3.47%3.09% and 3.68%3.31%, respectively, for the year ended December 31, 2017,2020, compared to 3.25%3.02% and 3.42%3.46%, respectively, for the year ended December 31, 2016.2019. The increase in net interest spread andwas due to rates paid on interest-bearing liabilities decreasing by 96 basis points while average yields on interest-earning assets decreased 89 basis points. The decrease in net interest margin in 2017 primarily resulted from growth2020 was due to increases in average interest-earning assets.interest-bearing balances with banks driven higher by increasing average deposits due to the influx of federal COVID-19 relief money. Our average interest-earning assets for the year ended December 31, 20172020 increased $706.8 million,$1.91 billion, or 12.8%22.9%, to $6.23$10.24 billion from $5.53$8.33 billion for the year ended December 31, 2016.2019. This increase in our average interest-earning assets was due to continued core growth in all of our marketsPPP loan originations and increased loan production.higher interest-bearing balances with banks. Our average interest-bearing liabilities increased $507.1$995.1 million, or 12.5%16.1%, to $4.56$7.18 billion for the year ended December 31, 20172020 from $4.05$6.19 billion for the year ended December 31, 2016.2019. All but one of our markets had an increase in total deposits during 2017.2020. The ratio of our average interest-earning assets to average interest-bearing liabilities was 136.7% and 136.4% for the years ended December 31, 2017 and 2016, respectively, as average noninterest-bearing deposits grew by $160.7 million, or 13.5%,increased from 2016 to 2017.

45

Our average interest-earning assets produced a taxable equivalent yield of 4.25%134.6% for the year ended December 31, 2017, compared2019 to 3.89%142.5% for the year ended December 31, 2016. The average rate paid on interest-bearing liabilities was 0.77% for the year ended December 31, 2017, compared to 0.64% for the year ended December 31, 2016.

Our net interest spread and net interest margin were 3.25% and 3.42%, respectively, for the year ended December 31, 2016, compared to 3.60% and 3.75%, respectively, for the year ended December 31, 2015. The decrease in net interest spread and net interest margin in 2016 resulted from the maintenance of higher levels of liquidity. Our average interest-earning assets for the year ended December 31, 2016 increased $1.1 billion, or 25.9%, to $5.5 billion from $4.4 billion for the year ended December 31, 2015. This increase in our average interest-earning assets was due to continued core growth in all our markets and increased loan production. Our average interest-bearing liabilities increased $855.5 million, or 26.8%, to $4.1 billion for the year ended December 31, 2016 from $3.2 billion for the year ended December 31, 2015. The ratio of our average interest-earning assets to average interest-bearing liabilities was 136.4% and 137.3% for the years ended December 31, 2016 and 2015, respectively,2020, as average noninterest-bearing deposits and stockholders’ equity grew by $246.4a combined $995.0 million, or 26.1%41.3%, from 20152019 to 2016.2020.

 

Our average interest-earning assets produced a taxable equivalent yield of 3.89%3.80% for the year ended December 31, 2016,2020, compared to 4.15%4.69% for the year ended December 31, 2015.2019. The average rate paid on interest-bearing liabilities was 0.64%0.71% for the year ended December 31, 2016,2020, compared to 0.55%1.67% for the year ended December 31, 2015.2019.

 

Provision for LoanCredit Losses

 

The provision for loancredit losses represents the amount determined by management to be necessary to maintain the ALLLallowance for credit losses (“ACL”) at a level capable of absorbing inherentexpected credit losses over the contractual life of loans in the loan portfolio. Our management reviewsSee the adequacy of the ALLL on a quarterly basis. The ALLL calculation is segregated into various segments that include classified loans, loans with specific allocations and pass rated loans. A pass rated loan is generally characterized by a very lowsection captioned “Allowance for Credit Losses” located elsewhere in this item for additional discussion related 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 responsibilityprovision 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 December 31, 2017, total loans rated Special Mention, Substandard, and Doubtful were $99.8 million, or 1.7% of total loans, compared to $128.8 million, or 2.6% of total loans, at December 31, 2016. 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.credit losses.

 

The provision expense for loancredit losses was $23.2$42.4 million for the year ended December 31, 2017,2020, an increase of $9.8$19.8 million from $13.4$22.6 million in 2016. This2019.  The increase in provision expense for loan losses for 2017 is primarily attributable to a $5.8 million charge-offthe result of COVID-19 and its effect on one commercial relationshipoverall macroeconomic conditions during 2020 as well as the impactimplementation of loan growth.ASC 326 and its current expected loss methodology.  The ACL for December 31, 2020 was calculated under the current expected credit losses (“CECL”) methodology and totaled $87.9 million, or 1.04% of loans, net of unearned income.  The allowance totaled $76.6 million, or 1.05% of loans, net of unearned income, at December 31, 2019 and was calculated under the incurred loss methodology.  Nonperforming loans decreased to $10.8$19.0 million, or 0.19%0.22% of total loans, at December 31, 20172020 from $16.9$36.1 million, or 0.34%0.50% of total loans, at December 31, 2016.2019.  During 2017,2020, we had net charged-off loans totaling $15.7$29.6 million, compared to net charged-off loans of $4.9$22.1 million for 2016.2019.  The ratio of net charged-off loans to average loans was 0.29%0.36% for 20172020 compared to 0.11%0.32% for 2016. The ALLL totaled $59.4 million, or 1.02% of loans, net of unearned income, at December 31, 2017, compared to $51.9 million, or 1.06% of loans, net of unearned income, at December 31, 2016.2019. 

 

The provision expense for loan losses was $13.4 million for the year ended December 31, 2016, an increase of $0.6 million from $12.8 million in 2015. This increase in provision expense for loan losses for 2016 is primarily attributable to loan growth. Also, nonperforming loans increased to $16.9 million, or 0.34% of total loans, at December 31, 2016 from $7.8 million, or 0.18% of total loans, at December 31, 2015. During 2016, we had net charged-off loans totaling $4.9 million, compared to net charged-off loans of $5.1 million for 2015. The ratio of net charged-off loans to average loans was 0.11% for 2016 compared to 0.13% for 2015. The ALLL totaled $51.9 million, or 1.06% of loans, net of unearned income, at December 31, 2016, compared to $43.4 million, or 1.03% of loans, net of unearned income, at December 31, 2015.

46
47

 

Noninterest Income

 

Noninterest income increased $0.9$6.1 million, or 5.2%25.4%, to $19.0$30.1 million in 20172020 from $18.1$24.0 million in 2016.2019. Service charges on deposit accounts increased $0.3$0.5 million, or 6.5%7.1%, to $5.7$7.5 million in 20172020 compared to 20162019 due to increases in the number of accounts. Mortgage banking income increased $0.1$4.4 million, or 3.0%100.6%, to $3.8$8.7 million in 20172020 compared to 2016.2019, as decreases in interest rates drove higher loan volumes. Credit card income increased $1.6decreased $1.2 million, or 50.1%16.4%, to $4.8$5.9 million in 20172020 compared to 2016, primarily2019. Spending on business credit cards decreased 6.3% from 2019 to 2020 while spending on purchase cards increased 44.3%. Purchase cards yield a lower profit margin due to a 78% increase in number of accounts and a 61% increase in total spending.their higher awards payouts. The cash surrender value of bank-owned life insurance contracts increased $0.3$2.6 million, or 12.1%68.4%, to $3.1$6.3 million in 20172020 compared to 2016 which is the result of additional investment of $10.02019. We purchased multiple life insurance contracts totaling $60.7 million in such contracts in May of 2017.2020. Other operating income decreased by $1.5$0.1 million, or 48.5%7.3%, to $1.6 million in 20172020 compared to 2016. A gain on sale of fixed assets of $1.4 million was recognized during 2016. Excluding this gain, other operating income decreased $0.1 million in 2017 compared to 2016.

Noninterest income increased $4.5 million, or 33.1%, to $18.1 million in 2016 from $13.6 million in 2015. Service charges on deposit accounts increased $0.3 million, or 5.9%, to $5.4 million in 2016 compared to 2015 due to increases in the number of accounts. Mortgage banking income increased $1.0 million, or 37.0%, to $3.7 million in 2016 compared to 2015 due to a 10% increase in the number of loans originated and improved operations, translating to an increase in net gains on sales. The cash surrender value of bank-owned life insurance contracts increased $0.2 million, or 7.7%, to $2.8 million in 2016 compared to 2015 which is the result of additional investment of $20.0 million in such contracts during 2016. Interchange income and other credit card revenue increased $1.1 million, or 52.4%, to $3.2 million in 2016 compared to 2015. A gain on sale of fixed assets of $1.4 million was recognized during 2016. Excluding this gain, other operating income increased $0.5 million, or 45.5%, to $1.1 million in 2016 compared to 2015.2019.

 

Noninterest Expense

 

Noninterest expenses increased $4.9$9.4 million, or 6.1%9.2%, to $85.9$111.5 million for the year ended December 31, 20172020 from $81.0$102.1 million for the year ended December 31, 2016. Higher salary and employee benefits expenses, FDIC and regulatory assessments and other operating expenses drove this increase in total noninterest expense.2019. Salary and employee benefits expenses increased $3.6 million, or 8.3%6.3%, to $47.6$61.4 million in 20172020 compared to 2016.2019. We had 428493 full-time equivalent employees atas of December 31, 20172020 compared to 412 at500 as of December 31, 2016,2019, a 3.9% increase. Staffing Tampa Bay, Florida, our newest market, and new hires in operations staffing in our Birmingham headquarters drove this increase in the number of employees during 2017.1.5% decrease. Equipment and occupancy expense only increased $33,000,$798,000 or 0.4%8.6%, to $8.0$10.1 million in 20172020 compared to 2016. We moved into our new headquarters2019. Depreciation expense increased $460,000 year-over-year while building in Birmingham, Alabama, which is owned by us, during the fourth quarter of 2017. We anticipate the cost of operating this new larger facility will be approximately the same as operating our previous headquarters office, which was leased by us. Professionalrental expense increased $163,000 year-over-year. Third party processing and other services expense decreased $0.8increased $2.5 million or 19.1%22.6%, to $3.2$13.8 million in 20172020 compared to 2016. Most of this decrease is the result of lower legal accruals related to pending litigation. FDIC assessments were up $0.5 million, or 15.2%, to $3.9 million in 2017 from $3.4 million in 2016, a result of increases in total assets, which is the major component of our assessment base, and higher assessment rates implemented by the FDIC starting with the second quarter of 2016 assessment. Expenses on other real estate owned decreased $0.4 million, or 57.4%, to $0.3 million in 2017 compared to 2016, primarily the result of fewer write-downs on properties owned during 2017. Other operating expenses increased $1.9 million, or 9.1%, to $22.8 million in 2017 compared to 2016. Higher2019. Increased data processing and loan expenses were the result ofcontinue to be driven by growth in loans and increases in transactions on loan and deposit accounts. Higher state sales taxes resulted from our new headquarters building in Birmingham, Alabama. HigherIncreased service charges from the Federal Reserve Bank of Atlanta wereare the result of increased processing of transactions by us for our correspondent banking clients. Professional services expense increased $7,000 in 2020 compared to 2019. FDIC assessments increased $1.4 million, or 46.4% to $4.4 million from 2019 to 2020. This increase was largely the result of deposit growth due to PPP in 2020 and the Small Bank Assessment Credit in 2019. Expenses on other real estate owned increased $1.7 million to $2.2 million in 2020 compared to $415,000 in 2019, primarily the result of increased write-downs upon updated appraisals received during 2020. Other operating expenses decreased $724,000, or 4.5%, to $15.5 million in 2020 compared to 2019. Changes in other operating expenses from 20162019 to 20172020 are detailed in Note 17,15,Other Operating Income and Expenses,” to the Consolidated Financial Statements.

Noninterest expenses increased $7.0 million, or 9.5%, to $81.0 million for the year ended December 31, 2016 from $74.0 million for the year ended December 31, 2015. Higher salary and employee benefits expenses, equipment and occupancy expenses and professional services expenses drove this increase in total noninterest expense. Salary and employee benefits expenses increased $5.1 million, or 13.1%, to $44.0 million in 2016 compared to 2015. We had 412 full-time equivalent employees at December 31, 2016 compared to 371 at December 31, 2015, an 11.1% increase. Staffing the new Tampa Bay, Florida office and new hires in operations staffing in our Birmingham headquarters drove this increase in the number of employees during 2016. Equipment and occupancy expense increased $1.6 million, or 25.0%, to $8.0 million in 2016 compared to $6.4 million in 2015. This increase is the fully phased in expenses associated with the addition of our new office in the Cobb Galleria area of Atlanta and our relocation to larger offices in our newer markets of Nashville and Charleston during 2015, accelerating depreciation of leasehold improvements in anticipation of our move to our new headquarters building being constructed in Birmingham, and our new office in Tampa, Florida. Professional services expense increased $1.4 million, or 53.8%, to $4.0 million in 2016 compared to 2015. Most of this increase is the result of legal accruals for pending litigation in which we are defendants, which amounted to $1.1 million in 2016. FDIC assessments were up $0.7 million, or 25.9%, to $3.4 million in 2016 from $2.7 million in 2015, a result of increases in total assets, which is the major component of our assessment base, and higher assessment rates implemented by the FDIC starting with the second quarter of 2016 assessment. Expenses on other real estate owned decreased $0.4 million, or 33.3%, to $0.8 million in 2016 compared to 2015, a result of fewer properties owned during 2016. Other operating expenses increased $0.8 million, or 4.0%, to $20.9 million in 2016 compared to 2015. Higher data processing and loan expenses were the result of our organic growth and expansion into the Tampa, Florida region. Higher service charges from the Federal Reserve Bank of Atlanta were the result of increased processing of transactions by us for our correspondent banking clients. Changes in other operating expenses from 2015 to 2016 are detailed in Note 17, “Other Operating Income and Expenses,” to the Consolidated Financial Statements.

47

 

Income Tax Expense

 

Income tax expense was $44.3$44.6 million for the year ended December 31, 20172020 compared to $29.3$37.6 million in 2016 and $25.5 million in 2015.2019. Our effective tax rates for 2017, 20162020 and 20152019 were 32.22%, 26.47%20.84% and 28.61%20.13%, respectively. The increasedMaturities of some of our state tax credit investments at the end of 2019 contributed to the increase in our effective tax rate for 2017 is due to $3.1 million of additional tax expense resulting from revaluing our net deferred tax assets as of December 22, 2017 in connection with the Tax Cuts and Jobs Act passed into law in December 2017 as the corporate income tax rate decreased to 21% from 35%, commencing in 2018. The revaluation adjustment required of our net deferred tax asset position was impacted by a number of factors, including increased loan charge-offs, in the fourth quarter of 2017, increases in deferred tax liabilities relating to depreciation expense on our new headquarters building, and dividends from our captive real estate investment trusts. We recognized historic rehabilitation tax credits during 2015 and 2016, resulting in lower effective tax rates in those years.rates. Our primary permanent differences are related to tax exempt income on debt securities, state income tax benefit on real estate investment trust dividends, various qualifying tax credits and change in cash surrender value of bank-owned life insurance.

 

We have invested $112.5$248.2 million in bank-owned life insurance for certain named officers of the Bank. The periodic increases in cash surrender value of those policies are tax exempt and therefore contribute to a larger permanent difference between book income and taxable income.

 

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

 

Tax Cuts and Jobs Act. The Tax Cuts and Jobs Act was enacted on December 22, 2017. Among other things, the new law (a) establishes a new, flat corporate federal statutory income tax rate of 21%, (b) eliminates the corporate alternative minimum tax and allows the use of any such carryforwards to offset regular tax liability for any taxable year, (c) limits the deduction for net interest expense incurred by U.S. corporations, (d)  allows businesses to immediately expense, for tax purposes, the cost of new investments in certain qualified depreciable assets, (e) eliminates or reduces certain deductions related to meals and entertainment expenses, (f) modifies the limitation on excessive employee remuneration to eliminate the exception for performance-based compensation and clarifies the definition of a covered employee, and (g) limits the deductibility of deposit insurance premiums. The Tax Cuts and Jobs Act also significantly changes U.S. tax law related to foreign operations, however, such changes do not currently impact us. Based upon our current 2018 projections, we expect that our effective tax rate for 2018 will be approximately 11 percentage points lower under the new tax law than would have been the case prior to enactment; however, there can be no assurance as to the actual amount of any reduction because it will be dependent upon the nature and amount of future income and expenses as well as transactions with specific tax effects.

Financial Condition

 

Assets

 

Total assets atas of December 31, 2017,2020, were $7.1$11.93 billion, an increase of $0.7$2.99 billion, or 10.9%33.4%, over total assets of $6.4$8.95 billion atas of December 31, 2016.2019. Average assets for the year ended December 31, 20172020 were $6.5$10.64 billion, an increase of $0.7$2.01 billion, or 12.3%23.2%, over average assets of $5.7$8.64 billion for the year ended December 31, 2016.2019. Loan growth was the primary reason for the increase in ending and average total assets. Year-end 20172020 loans were $5.9$8.47 billion, up $0.9$1.20 billion, or 18.4%16.6%, over year-end 20162019 total loans of $4.9$7.26 billion. Total Paycheck Protection Program (“PPP”) loans at year-end 2020 were $900.5 million. During 2020, we originated over 4,900 PPP loans for our customers.

 

Total assets at December 31, 2016, were $6.4 billion, an increase of $1.3 billion, or 25.5%, over total assets of $5.1 billion at December 31, 2015. Average assets for the year ended December 31, 2016 were $5.7 billion, an increase of $1.1 billion, or 23.9%, over average assets of $4.6 billion for the year ended December 31, 2015. Loan growth was the primary reason for the increase in ending and average total assets. Year-end 2016 loans were $4.9 billion, up $0.7 billion, or 16.7%, over year-end 2015 total loans of $4.2 billion.

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Earning assets include loans, securities, short-term investments and bank-owned life insurance contracts.  We maintain a higher level of earning assets in our business model than do our peers because we allocate fewer of our resources to facilities, ATMs, and cash and due-from-bank accounts used for transaction processing. Earning assets atas of December 31, 20172020 were $6.9$11.76 billion, or 97.2%98.6% of total assets of $7.1$11.93 billion. Earning assets atas of December 31, 20162019 were $6.2$8.79 billion, or 96.9%98.2% of total assets of $6.4$8.95 billion. We believe this ratio is expected to generally continue at these levels, although it may be affected by economic factors beyond our control.

 

Investment Portfolio

 

We view the investment portfolio as a source of income and liquidity. Our investment strategy is to accept a lower immediate yield in the investment portfolio by targeting shorter term investments. Our investment policy provides that no more than 60% of our total investment portfolio should be composed of municipal securities. At December 31, 2017,2020, mortgage-backed securities represented 51.7%55.9% of the investment portfolio, corporate debt represented 36.5% of the investment portfolio, state and municipal securities represented 25.0%4.3% of the investment portfolio, government agency securities represented 1.7%, and U.S. Treasury and government agenciessecurities represented 10.3% of the investment portfolio, and corporate debt represented 13.0%1.6% of the investment portfolio.

 

All of our investments in mortgage-backed securities are pass-through mortgage-backed securities. We do not have currently, and did not have at December 31, 2017,2020, any structured investment vehicles or any private-label mortgage-backed securities. The amortized cost of securities in our portfolio totaled $538.6$861.2 million at December 31, 2017,2020, compared to $485.9$752.2 million at December 31, 2016. 2019.

The following table presents the amortized cost of securities available for sale and held to maturity by type at December 31, 2017, 20162020, 2019 and 2015.2018.

 

In the fourth quarter of 2017, we transferred certain of our held-to-maturity securities to available-for-sale in order to provide more flexibility managing our investment portfolio. As a result of this transfer, we will be prohibited from classifying any investment securities as held-to-maturity for two years from the date of the transfer.

  

December 31,

 
  

2020

  

2019

  

2018

 
  

(In Thousands)

 

Debt Securities Available for Sale

            

U.S. Treasury Securities

 $13,993  $48,923  $58,750 

Government Agency Securities

  15,228   18,245   18,784 

Mortgage-backed securities

  477,407   470,513   309,244 

State and municipal securities

  37,671   56,951   106,465 

Corporate debt

  316,857   157,549   102,982 

Total

 $861,156  $752,181  $596,225 
             

Debt Securities Held to Maturity

            

State and municipal securities

 $250  $250  $- 

Total

 $250  $250  $- 

 

  December 31,
  2017 2016 2015
  (In Thousands)
Debt Securities Available for Sale            
U.S. Treasury and government sponsored agencies $55,567  $45,998  $44,581 
Mortgage-backed securities  278,177   228,843   135,363 
State and municipal securities  134,641   139,504   143,403 
Corporate debt  69,996   8,985   14,902 
Total $538,381  $423,330  $338,249 
Debt Securities Held to Maturity            
Mortgage-backed securities $-  $19,164  $21,666 
State and municipal securities  250   5,888   5,760 
Corporate debt  -   37,512   - 
Total $250  $62,564  $27,426 

The following table presents the amortized cost of our securities as of December 31, 20172020 by their stated maturities (this maturity schedule excludes security prepayment and call features), as well as the taxable equivalent yields for each maturity range.

Maturity of Debt Securities - Amortized Cost

 
  

Less Than One Year

  

One Year through Five Years

  

Six Years through Ten Years

  

More Than Ten Years

  

Total

 

At December 31, 2020:

 

(In Thousands)

 

Securities Available for Sale:

                    

U.S. Treasury Securities

 $4,996  $8,997  $-  $-  $13,993 

Government Agency Securities

  9,188   6,040   -   -   15,228 

Mortgage-backed securities

  53   6,310   88,229   382,815   477,407 

State and municipal securities

  16,613   13,082   5,854   2,122   37,671 

Corporate debt

  -   31,711   282,146   3,000   316,857 

Total

 $30,850  $66,140  $376,229  $387,937  $861,156 
                     

Tax-equivalent Yield (1)

                    

U.S. Treasury Securities

  1.83

%

  1.91

%

  -

%

  -

%

  1.89

%

Government Agency Securities

  2.04   2.11   -   -   2.07 

Mortgage-backed securities

  3.21   2.47   2.31   2.20   2.22 

State and municipal securities

  2.59   2.37   1.92   3.13   2.44 

Corporate debt

  -   3.70   4.88   4.50   4.76 

Weighted average yield

  2.31

%

  2.93

%

  4.23

%

  2.22

%

  3.16

%

                     

Securities Held to Maturity:

                    

State and municipal securities

 $-  $250  $-  $-  $250 

Total

 $-  $250  $-  $-  $250 
                     

Tax-equivalent Yield (1)

                    

State and municipal securities

  -

%

  3.21

%

  -

%

  -

%

  3.21

%

Total

  -

%

  3.21

%

  -

%

  -

%

  3.21

%

                     

(1) Yields are presented on a fully-taxable equivalent basis using a tax rate of 21%.

             

 

49

 

MaturityAs of Debt Securities - Amortized Cost

  Less Than One Year One Year through Five Years Six Years through Ten Years More Than Ten Years Total
  (In Thousands)
Securities Available for Sale:                    
U.S. Treasury and government agencies $1,998  $50,444  $3,125  $-  $55,567 
Mortgage-backed securities  11   8,101   55,624   214,441   278,177 
State and municipal securities  20,125   100,338   10,231   3,947   134,641 
Corporate debt  -   9,990   56,506   3,500   69,996 
Total $22,134  $168,873  $125,486  $221,888  $538,381 
                     
Tax-equivalent Yield (1)                    
U.S. Treasury and government agencies  1.58%  1.99%  1.71%  -%  1.96%
Mortgage-backed securities  4.94   2.68   2.29   2.37   2.36 
State and municipal securities  3.03   2.82   3.45   5.85   2.99 
Corporate debt  -   3.04   5.12   5.25   4.83 
Weighted average yield  2.90%  2.58%  3.64%  2.48%  2.80%
                     
Securities Held to Maturity:                    
State and municipal securities $250  $-  $-  $-  $250 
Total $250  $-  $-  $-  $250 
                     
Tax-equivalent Yield (1)                    
State and municipal securities  1.60%  -%  -%  -%  1.60%
Total  1.60%  -%  -%  -%  1.60%

(1)Yields are presented on a fully-taxable equivalent basis using a tax rate of 35%.

At December 31, 2017,2020, we had $239.5$1.8 million in federal funds sold, compared with $160.4$100.5 million at December 31, 2016.2019. At year-end 2017,2020, there were no holdings of securities of any issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.

 

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

 

Loan Portfolio

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

On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act (“CAA”). The CAA, among other things, extends the life of the PPP, effectively creating a second round of PPP loans for eligible businesses. The Company is participating in the CAA’s second round of PPP lending. In mid-January we opened our lending portal and have begun processing PPP loan applications. Additionally, section 541 of the CAA extends the relief provided by the CARES Act for financial institutions to suspend the GAAP accounting treatment for troubled debt restructuring to January 1, 2022. As of January 31, 2021, we have funded 593 loans under the CAA round of PPP lending, representing $123.7 million in funding.

As of December 31, 2020, the Company had originated over 4,900 loans with balances in excess of $1.05 billion to new and existing customers through the PPP. To the extent the PPP loans are forgiven, this represents outside funds to our borrowers; and, especially with respect to vulnerable industries, we believe these capital injections are going to be instrumental in assisting our borrowers in navigating through the pandemic. This capital injection, along with the level of capital each borrower had just prior to COVID-19 impacting them, are critical factors in determining the staying power of our borrowers. Upon receipt of interim financial results from our borrowers, we will use that information to update our understanding of the underlying strengths or weaknesses in each individual relationship and take actions, as appropriate. As of January 31, 2021, we have received payment from the SBA on just over 1,000 of our loans totaling $220.0 million.

 

We had total loans of approximately $5.9$8.5 billion at December 31, 2017.2020. The following table shows the percentage of our total loan portfolio assigned to each of our markets. A large majority of our loan customers are located within our market MSAs, as is the collateral for their loans. With our loan portfolio concentrated in a limited number of markets, there is a risk that our borrowers’ ability to repay their loans from us could be affected by changes in local and regional economic conditions.

50

 

  

Percentage of
Total Loans
Assigned to
Market

Birmingham, AL

  4339

%

Huntsville, AL

  108

%

Dothan, AL

  9

%

Montgomery, AL

6

%

Mobile, AL

6

%

Total Alabama Markets

68

%

Pensacola, FL

6

%

West Florida (1)

6

%

Total Florida Markets

12

%

Nashville, TN

9

%

Atlanta, GA

  7

%

Mobile, AL

Charleston, SC

  64

%

Total Alabama Markets75%
Pensacola, FL6%
Tampa Bay, FL2%
Total Florida Markets8%
Nashville, TN9%
Atlanta, GA5%
Charleston, SC3%

 

50

(1) West Florida represents the Tampa-St. Petersburg-Clearwater and North Port-Sarasota-Bradenton Metropolitan Areas.

 

The following table details our loans at December 31, 2020, 2019, 2018, 2017 2016, 2015, 2014 and 2013:

2016:

 

 2017 2016 2015 2014 2013 

2020

  

2019

  

2018

  

2017

  

2016

 
 (Dollars in Thousands) 

(Dollars in Thousands)

 
Commercial, financial and agricultural $2,279,366  $1,982,267  $1,760,479  $1,504,652  $1,285,878  $3,295,900  $2,696,210  $2,513,225  $2,279,366  $1,982,267 
Real estate - construction  580,874   335,085   243,267   208,769   151,868  593,614  521,392  533,192  580,874  335,085 
Real estate - mortgage:                               
Owner-occupied commercial  1,328,666   1,171,719   1,014,669   793,917   710,372  1,693,428  1,587,478  1,463,887  1,328,666  1,171,719 
1-4 family mortgage  603,063   536,805   444,134   333,455   278,621  711,692  644,188  621,634  603,063  536,805 
Other mortgage  997,079   830,683   698,779   471,363   391,396   2,106,184   1,747,394   1,337,068   997,079   830,683 
Total real estate - mortgage  2,928,808   2,539,207   2,157,582   1,598,735   1,380,389  4,511,304  3,979,060  3,422,589  2,928,808  2,539,207 
Consumer  62,213   55,211   55,047   47,702   40,733   64,870   64,789   64,493   62,213   55,211 
Total Loans  5,851,261   4,911,770   4,216,375   3,359,858   2,858,868  8,465,688  7,261,451  6,533,499  5,851,261  4,911,770 
Less: Allowance for loan losses  (59,406)  (51,893)  (43,419)  (35,629)  (30,663)

Less: Allowance for credit losses

  (87,942)  (76,584)  (68,600)  (59,406)  (51,893)
Net Loans $5,791,855  $4,859,877  $4,172,956  $3,324,229  $2,828,205  $8,377,746  $7,184,867  $6,464,899  $5,791,855  $4,859,877 

 

The following table details the percentage composition of our loan portfolio by type at December 31, 2020, 2019, 2018, 2017 2016, 2015, 2014 and 2013:2016:

 

 2017 2016 2015 2014 2013 

2020

  

2019

  

2018

  

2017

  

2016

 
Commercial, financial and agricultural  38.96%  40.36%  41.75%  44.78%  44.98% 38.93

%

 37.13

%

 38.47

%

 38.96

%

 40.36

%

Real estate - construction  9.93   6.82   5.77   6.21   5.31  7.01  7.18  8.16  9.93  6.82 
Real estate - mortgage:                               
Owner-occupied commercial  22.71   23.86   24.07   23.63   24.85  20.00  21.86  22.41  22.71  23.86 
1-4 family mortgage  10.30   10.93   10.53   9.92   9.74  8.41  8.87  9.51  10.30  10.93 
Other mortgage  17.04   16.91   16.57   14.03   13.69   24.88   24.07   20.46   17.04   16.91 
Total real estate - mortgage  50.05   51.70   51.17   47.58   48.28  53.29  54.80  52.38  50.05  51.70 
Consumer  1.06   1.12   1.31   1.43   1.43   0.77   0.89   0.99   1.06   1.12 
Total Loans  100.00%  100.00%  100.00%  100.00%  100.00%  100.00

%

  100.00

%

  100.00

%

  100.00

%

  100.00

%

 

The following table details maturities and sensitivity to interest rate changes for our loan portfolio at December 31, 2017:2020:

 

 Due in 1 Due in 1 to 5 Due after 5   

Due in 1

 

Due in 1 to 5

 

Due after 5

   
 year or less years years Total 

year or less

  

years

  

years

  

Total

 
 (in Thousands) 

(in Thousands)

 
Commercial, financial and agricultural $1,033,362  $1,074,513  $171,491  $2,279,366  $1,076,058  $2,020,059  $199,783  $3,295,900 
Real estate - construction  165,395   320,440   95,039   580,874  192,854  336,302  64,458  593,614 
Real estate - mortgage:                         
Owner-occupied commercial  133,360   906,234   289,072   1,328,666  223,785  956,742  512,901  1,693,428 
1-4 family mortgage  116,699   198,023   288,341   603,063  91,122  233,173  387,397  711,692 
Other mortgage  139,947   708,884   148,248   997,079   290,005   1,477,860   338,319   2,106,184 
Total real estate - mortgage  390,006   1,813,141   725,661   2,928,808  604,912  2,667,775  1,238,617  4,511,304 
Consumer  37,588   23,296   1,329   62,213   32,787   29,754   2,329   64,870 
Total Loans $1,626,351  $3,231,390  $993,520  $5,851,261  $1,906,611  $5,053,890  $1,505,187  $8,465,688 
Less: Allowance for loan losses              (59,406)         (87,942)
Net Loans             $5,791,855         $8,377,746 
                 
Interest rate sensitivity:                         
Fixed interest rates $325,179  $2,202,675  $455,430  $2,983,284  $620,744  $3,926,548  $892,667  $5,439,959 
Floating or adjustable rates  1,301,172   1,028,715   538,090   2,867,977   1,285,867   1,127,342   612,520   3,025,729 
Total $1,626,351  $3,231,390  $993,520  $5,851,261  $1,906,611  $5,053,890  $1,505,187  $8,465,688 

 

51

 

Asset Quality

 

The following table presents a summary of changes in the allowance for loancredit losses over the past five fiscal years. Our net charge-offs as a percentage

Analysis of the Allowance for Credit Losses

 
                     
  

2020

  

2019

  

2018

  

2017

  

2016

 
                     
  

(Dollars in Thousands)

 

Allowance for credit losses:

                    

Beginning of year

 $76,584  $68,600  $59,406  $51,893  $43,419 

Impact of Adoption of ASC 326 (1)

  (2,000)                

Charge-offs:

                    

Commercial, financial and agricultural

  (23,936)  (15,015)  (11,428)  (13,910)  (3,791)

Real estate - construction

  (1,032)  -   -   (56)  (815)

Real estate - mortgage:

                    

Owner occupied commercial

  (3,896)  (3,882)  (309)  (522)  (2)

1-4 family mortgage

  (501)  (276)  (307)  (878)  (269)

Other mortgage

  -   (2,724)  (426)  (656)  (109)

Total real estate mortgage

  (4,397)  (6,882)  (1,042)  (2,056)  (380)

Consumer

  (203)  (592)  (283)  (310)  (212)

Total charge-offs

  (29,568)  (22,489)  (12,753)  (16,332)  (5,198)

Recoveries:

                    

Commercial, financial and agricultural

  252   306   349   337   49 

Real estate - construction

  32   3   112   168   76 

Real estate - mortgage:

                    

Owner occupied commercial

  12   -   -   -   - 

1-4 family mortgage

  128   13   46   64   114 

Other mortgage

  -   -   -   25   32 

Total real estate mortgage

  140   13   46   89   146 

Consumer

  68   107   38   26   3 

Total recoveries

  492   429   545   620   274 
                     

Net charge-offs

  (29,076)  (22,060)  (12,208)  (15,712)  (4,924)
                     

Allocation from LGP

  -   7,406   -   -   - 
                     

Provision for credit losses charged to expense

  42,434   22,638   21,402   23,225   13,398 
                     

Allowance for credit losses at end of period

 $87,942  $76,584  $68,600  $59,406  $51,893 
                     

As a percent of year to date average loans:

                    

Net charge-offs

  0.36

%

  0.32

%

  0.20

%

  0.29

%

  0.11

%

Provision for credit losses

  0.52

%

  0.33

%

  0.35

%

  0.43

%

  0.30

%

Allowance for credit losses as a percentage of:

                    

Year-end loans

  1.04

%

  1.05

%

  1.05

%

  1.02

%

  1.06

%

Nonperforming assets

  345.53

%

  172.91

%

  208.26

%

  338.96

%

  237.23

%

                     

(1) Prior periods were accounted for under the incurred loss methodology and were not restated to reflect the adoption of ASC 326. 

 

52

Effective January 1, 2020, we adopted the provisions of averageASC 326, which replaced the incurred loss methodology for determining our provision for credit losses and allowance for credit losses with the CECL model. Upon the adoption of ASC 326 the total amount of the allowance for credit losses on loans for 2017 was 0.29%,estimated using the CECL methodology decreased $2.0 million compared to 0.11% for 2016.

Analysisthe total amount of the Allowance for Loan Losses

  2017 2016 2015 2014 2013
  (Dollars in Thousands)
Allowance for loan losses:                    
Beginning of year $51,893  $43,419  $35,629  $30,663  $26,258 
Charge-offs:                    
Commercial, financial and agricultural  (13,910)  (3,791)  (3,802)  (2,311)  (1,932)
Real estate - construction  (56)  (815)  (667)  (1,267)  (4,829)
Real estate - mortgage:                    
Owner occupied commercial  (522)  (2)  (211)  (36)  (1,100)
1-4 family mortgage  (878)  (269)  (446)  (1,529)  (941)
Other mortgage  (656)  (109)  (447)  (400)  - 
Total real estate mortgage  (2,056)  (380)  (1,104)  (1,965)  (2,041)
Consumer  (310)  (212)  (171)  (228)  (210)
Total charge-offs  (16,332)  (5,198)  (5,744)  (5,771)  (9,012)
Recoveries:                    
Commercial, financial and agricultural  337   49   279   48   66 
Real estate - construction  168   76   238   322   296 
Real estate - mortgage:                    
Owner occupied commercial  -   -   -   -   32 
1-4 family mortgage  64   114   169   65   4 
Other mortgage  25   32   -   9   - 
Total real estate mortgage  89   146   169   74   36 
Consumer  26   3   1   34   11 
Total recoveries  620   274   687   478   409 
                     
Net charge-offs  (15,712)  (4,924)  (5,057)  (5,293)  (8,603)
                     
Provision for loan losses charged to expense  23,225   13,398   12,847   10,259   13,008 
                     
Allowance for loan losses at end of period $59,406  $51,893  $43,419  $35,629  $30,663 
                     
As a percent of year to date average loans:                    
Net charge-offs  0.29%  0.11%  0.13%  0.17%  0.33%
Provision for loan losses  0.43%  0.30%  0.34%  0.34%  0.50%
Allowance for loan losses as a percentage of:                    
Year-end loans  1.02%  1.06%  1.03%  1.06%  1.07%
Nonperforming assets  338.96%  237.23%  329.96%  210.95%  135.70%

allowance recorded as of December 31, 2019 using the prior incurred loss model. This decrease is the result of implementing a more quantitative methodology. The commercial, financial, and agricultural loan category decreased $8.2 million due to the portfolio primarily consisting of loans with generally short contractual maturities.  This was partially offset by an increase of $6.2 million in the real estate – construction loan category due to the application of peer loss rates within the discounted cash flow pool reserve methodology. Peer historical loss rates were utilized to better align with loss expectations given the Company’s low historical loss experience in this category. The allowance for loancredit losses is established and maintained at levels needed to absorb anticipated credit losses from identified and otherwise inherent risksto be recognized over the contractual life of the loans in the loan portfolio as of the balance sheet date.  In assessing the adequacy of the allowance for loancredit 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 feels that the allowance was adequate at December 31, 2017.2020. 

We maintain an allowance for credit losses on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses for loans, modified to take into account the probability of a drawdown on the commitment.  The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within other liabilities, while the corresponding provision for these credit losses is recorded as a component of other expense.  The allowance for credit losses on unfunded commitments was $2.2 million at December 31, 2020. Prior to January 1, 2020, we calculated allowance for losses on unfunded loan commitments using an incurred losses methodology. At December 31, 2019, the allowance for unfunded commitments was $500,000.

 

The following table presents the allocation of the allowance for loan losses for each respective loan category with the corresponding percent of loans in each category to total loans.

 

  

For the Years Ended December 31,

 
  

2020

  

2019

  

2018

  

2017

  

2016

 
                                         
      

Percentage

      

Percentage

      

Percentage

      

Percentage

      

Percentage

 
      

of loans in

      

of loans in

      

of loans in

      

of loans in

      

of loans in

 
      

each

      

each

      

each

      

each

      

each

 
      

category to

      

category to

      

category to

      

category to

      

category to

 
  

Amount

  

total loans

  

Amount

  

total loans

  

Amount

  

total loans

  

Amount

  

total loans

  

Amount

  

total loans

 
                                         
  

(Dollars in Thousands)

 

Commercial, financial and agricultural

 $36,370   38.93

%

 $43,666   37.13

%

 $39,016   38.47

%

 $32,880   38.96

%

 $28,872   40.36

%

Real estate - construction

  16,057   7.01   2,768   7.18   3,522   8.16   4,989   9.93   5,125   6.82 

Real estate - mortgage

  33,722   53.29   29,653   54.80   25,508   52.38   21,022   50.05   17,504   51.70 
                                         

Consumer

  1,793   0.77   497   0.89   554   0.99   515   1.06   392   1.12 

Total

 $87,942   100.00

%

 $87,942   100.00

%

 $68,600   100.00

%

 $59,406   100.00

%

 $51,893   100.00

%

The Company uses the discounted cash flow (“DCF”) method to estimate ACL for all loan pools except for commercial revolving lines of credit and credit cards. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment rate as a loss driver. The Company also utilizes and forecasts GDP growth as a second loss driver for its agricultural and consumer loan pools. Consistent forecasts of the loss drivers are used across the loan segments. Upon implementation of CECL on January 1, 2020 and at December 31, 2020, a reasonable and supportable period of twelve months was utilized followed by a six-month straight-line reversion to long term averages. The Company leveraged economic projections from reputable and independent sources to inform its loss driver forecasts. At December 31, 2020 as compared to January 1, 2020, the Company forecasted a significantly higher national unemployment rate as well as a slightly higher national GDP growth rate. The Company expects national unemployment to remain above pre-pandemic levels over the forecast period with an improved national GDP growth rate as the economy comes back on line over the next year.

52
53

 

  For the Years Ended December 31,
  2017 2016 2015 2014 2013
    Percentage   Percentage   Percentage   Percentage   Percentage
    of loans in   of loans in   of loans in   of loans in   of loans in
    each   each   each   each   each
    category to   category to   category to   category to   category to
  Amount total loans Amount total loans Amount total loans Amount total loans Amount total loans
  (Dollars in Thousands)
Commercial,                                        
financial and                                        
agricultural $32,880   38.96% $28,872   40.36% $21,495   41.75% $16,079   44.78% $13,576   44.98%
Real estate -                                        
construction  4,989   9.93   5,125   6.82   5,432   5.77   6,395   6.21   6,078   5.31 
Real estate -                                        
mortgage  21,022   50.05   17,504   51.70   16,061   51.17   12,112   47.58   10,065   48.28 
                                         
Consumer  515   1.06   392   1.12   431   1.31   1,043   1.43   944   1.43 
Total $59,406   100.00% $51,893   100.00% $43,419   100.00% $35,629   100.00% $30,663   100.00%

We target smallThe Company uses loss rate methods to estimate expected credit losses for its commercial revolving lines of credit and medium-sized businesses as loan customers. Becausecredit card pools.  The commercial revolving lines of their size, these borrowers may be less ablecredit pool incorporates a probability of default (“PD”) and loss given default (“LGD”) modeling approach.  This approach involves estimating the pool average life and then using historical correlations of default and loss experience over time to withstand competitive or economic pressures than larger borrowers in periods of economic weakness. If loan losses occur at a level wherecalculate the loan loss reserve is not sufficient to cover actual loan losses, our earnings will decrease. We use an independent consulting firm to review our loans annually for quality in additionlifetime PD and LGD.  These two inputs are then applied to the reviews that may be conducted by bank regulatory agencies as part of their examination process.

As of December 31, 2017, we had impaired loans of $40.5 million, a decrease of $5.1 million from $45.6 millionoutstanding pool balance as of December 31, 2016. We allocated $5.6 million2020. The credit card pool incorporates a remaining life modeling approach, which utilizes an attrition-based method to estimate the remaining life of our allowancethe pool.  A quarterly average loss rate is then calculated using the Company’s historical loss data. The model reduces the pool balance quarterly on a straight-line basis over the estimated life of the pool. The quarterly loss rate is multiplied by the outstanding balance at each period-end resulting in an estimated loss for loan losseseach quarter. The sum of estimated loss for all quarters is the total calculated reserve for the pool at December 31, 2017 to these impaired2020. 

Each loan pool is adjusted for qualitative factors not inherently considered in the quantitative analyses. The qualitative adjustments either increase or decrease the quantitative model estimation. The Company considers factors that are relevant within the qualitative framework which include the following: lending policy, changes in nature and volume of loans, compared to $8.2staff experience, changes in volume and trends of problem loans, concentration risk, trends in underlying collateral values, external factors, quality of loan review system and other economic conditions.

PPP loans outstanding totaled $900.5 million at December 31, 2016. We had previous write-downs against impaired loans of $7.2 million at December 31, 2017, compared to $5.7 million at December 31, 2016. The recorded investment in impaired loans at December 31, 2017 is also inclusive of a purchase loan discount associated with the acquisition of Metro Bank totaling $0.2 million. The average recorded balance for 2017 of impaired loans was $48.7 million. A loan is considered impaired, based on current information2020 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 any initial impairment and subsequent changes in impairment are included inwithin the Commercial, financial and agricultural loan category. No allowance for loan losses. Our credit administration group performs verification and testing to ensure appropriate identification of impairedlosses has been recorded for PPP loans and that proper reservesas they are allocated to these loans.

Interest on accruing impaired loans is recognized as long as such loans do not meetfully guaranteed by the criteria for nonaccrual status. If further credit deterioration occurs and the criteria for nonaccrual status is met, all interest accrued but not collected is reversed against current interest income. Loans included as impaired and in nonaccrual status totaled $10.8 million at December 31, 2017, an increase of $0.2 million compared to $10.6 million at December 31, 2016. Interest income foregone throughout the year on nonaccrual loans was $1,012,000, and we recognized $506,000 of interest income on nonaccrual loans for the year ended December 31, 2017, compared to interest income foregone in 2016 of $516,000 and $629,000 of interest income recognized on nonaccrual loans for the year ended December 31, 2016.

Of the $40.5 million of impaired loans reported as of December 31, 2017, $26.4 million were commercial and industrial loans, $12.4 million were real estate mortgage loans, $1.6 million were real estate construction loans and $88,000 were consumer loans. Of the $1.6 million of impaired real estate construction loans, $45,000 were residential construction loans.SBA.

 

The bank has procedures and processes in place intended to ensure that losses do not exceed the potential amounts documented in the bank’s impairment analysesanalysis of loans individually evaluated and reduce potential losses in the remaining performing loans within our real estate construction portfolio. These include the following:

 

We closely monitor the past due and overdraft reports on a weekly basis to identify deterioration as early as possible and the placement of identified loans on the watch list.

We closely monitor the past due and overdraft reports on a weekly basis to identify deterioration as early as possible and the placement of identified loans on the watch list.

We perform extensive monthlyquarterly credit reviewreviews for all watch list/classified loans, including formulation of aggressive workout or action plans. When a workout is not achievable, we move to collection/foreclosure proceedings to obtain control of the underlying collateral as rapidly as possible to minimize the deterioration of collateral and/or the loss of its value.

 

We require updated financial information, global inventory aging and interest carry analysis for existing customers to help identify potential future loan payment problems.

53

 

We require updated financial information, global inventory aging and interest carry analysis for existing customers to help identify potential future loan payment problems.

We generally limit loans for new construction to established builders and developers that have an established record of turning their inventories, and we restrict our funding of undeveloped lots and land.

54

 

Nonperforming Assets

 

The table below summarizes our nonperforming assets at December 31, 2020, 2019, 2018, 2017 2016, 2015, 2014 and 2013:

2016:

 

  2017 2016 2015 2014 2013
    Number   Number   Number   Number   Number
  Balance of Loans Balance of Loans Balance of Loans Balance of Loans Balance of Loans
  (Dollars in Thousands)
Nonaccrual loans:                                        
Commercial, financial                                        
and agricultural $9,712   18  $7,282   13  $1,918   7  $172   4  $1,714   9 
Real estate -                                        
construction  -   -   3,268   5   4,000   7   5,049   11   3,749   14 
Real estate - mortgage:                                        
Owner-occupied                                        
commercial  556   2   -   -   -   -   683   2   1,435   3 
1-4 family mortgage  459   2   74   1   198   2   1,596   3   1,878   3 
Other mortgage  -   -   -   -   1,619   5   959   1   243   1 
Total real estate -                                        
mortgage  1,015   4   74   1   1,817   7   3,238   6   3,556   7 
Consumer  38   1   -   -   31   1   666   4   602   4 
Total nonaccrual loans $10,765   23  $10,624   19  $7,766   22  $9,125   25  $9,621   34 
                                         
90+ days past due                                        
and accruing:                                        
Commercial, financial                                        
and agricultural $12   3  $10   1  $-   -  $925   1  $-   - 
Real estate -                                        
construction  -   -   -   -   -   -   -   -   -   - 
Real estate - mortgage:                                        
Owner-occupied                                        
commercial  -   -   6,208   1   -   -   -   -   -   - 
1-4 family mortgage  -   -   -   -   -   -   -   -   19   1 
Other mortgage  -   -   -   -   -   -   -   -   -   - 
Total real estate -                                        
mortgage  -   -   6,208   1   -   -   -   -   19   1 
Consumer  48   24   45   10   1   1   -   -   96   1 
Total 90+ days past due                                        
and accruing $60   27  $6,263   12  $1   1  $925   1  $115   2 
Total nonperforming                                        
loans $10,825   50  $16,887   31  $7,767   23  $10,050   26  $9,736   36 
Plus: Other real estate                                        
owned and repossessions  6,701   12   4,988   12   5,392   18   6,840   22   12,861   51 
Total nonperforming                                        
assets $17,526   62  $21,875   43  $13,159   41  $16,890   48  $22,597   87 
                                         
Restructured accruing loans:                                        
Commercial, financial                                        
and agricultural $11,438   6  $354   1  $6,618   8  $6,632   8  $962   2 
Real estate -                                        
construction  997   1   -   -   -   -   -   -   217   1 
Real estate - mortgage:                                        
Owner-occupied                                        
commercial  3,664   2   -   -   -   -   -   -   -   - 
1-4 family mortgage  850   1   -   -   -   -   -   -   8,225   2 
Other mortgage  -   -   204   1   253   1   1,663   2   285   1 
Total real estate -                                        
mortgage  4,514   3   204   1   253   1   1,663   2   8,510   3 
Consumer  -   -   -   -   -   -   -   -   -   - 
Total restructured                                        
accruing loans $16,949   10  $558   2  $6,871   9  $8,295   10  $9,689   6 
Total nonperforming                                        
assets and restructured                                        
accruing loans $34,475   72  $22,433   45  $20,030   50  $25,185   58  $32,286   93 
                                         
Gross interest income                                        
foregone on nonaccrual                                        
loans throughout year $1,012      $516      $678      $750      $972     
Interest income                                        
recognized on nonaccrual                                        
loans throughout year $506      $629      $602      $255      $433     
                                         
Ratios:                                        
Nonperforming loans                                        
to total loans  0.19%      0.34%      0.18%      0.30%      0.34%    
Nonperforming assets to                                        
total loans plus other                                        
real estate owned                                        
and repossessions  0.30%      0.44%      0.31%      0.50%      0.85%    
Nonperforming assets and                                        
restructured accruing                                        
loans to total loans                                        
plus other real estate                                        
owned and repossessions  0.59%      0.46%      0.47%      0.75%      1.12%    

54

  

2020

  

2019

  

2018

  

2017

  

2016

 
      

Number

      

Number

      

Number

      

Number

      

Number

 
  

Balance

  

of Loans

  

Balance

  

of Loans

  

Balance

  

of Loans

  

Balance

  

of Loans

  

Balance

  

of Loans

 
  

(Dollars in Thousands)

 

Nonaccrual loans:

                                        

Commercial, financial and agricultural

 $11,709   22  $14,729   29  $10,503   16  $9,712   18  $7,282   13 

Real estate - construction

  234   1   1,588   2   997   1   -   -   3,268   5 

Real estate - mortgage:

                                        

Owner-occupied commercial

  1,259   4   10,826   3   3,358   2   556   2   -   - 

1-4 family mortgage

  771   7   1,440   5   2,046   9   459   2   74   1 

Other mortgage

  -   -   1,507   1   5,022   1   -   -   -   - 

Total real estate - mortgage

  2,030   11   13,773   9   10,426   12   1,015   4   74   1 

Consumer

  -   -   -   -   -   -   38   1   -   - 

Total nonaccrual loans

 $13,973   34  $30,091   40  $21,926   29  $10,765   23  $10,624   19 
                                         

90+ days past due and accruing:

                                        

Commercial, financial and agricultural

 $11   2  $201   3  $605   10  $12   3  $10   1 

Real estate - construction

  -   -   -   -   -   -   -   -   -   - 

Real estate - mortgage:

                                        

Owner-occupied commercial

  -   -   -   -   -   -   -   -   6,208   1 

1-4 family mortgage

  104   1   873   5   123   1   -   -   -   - 

Other mortgage

  4,805   1   4,924   1   5,008   1   -   -   -   - 

Total real estate - mortgage

  4,909   2   5,797   6   5,131   2   -   -   6,208   1 

Consumer

  61   25   23   8   108   28   48   24   45   10 

Total 90+ days past due and accruing

 $4,981   29  $6,021   17  $5,844   40  $60   27  $6,263   12 

Total nonperforming loans

 $18,954   63  $36,112   57  $27,770   69  $10,825   50  $16,887   31 

Plus: Other real estate owned and repossessions

  6,497   11   8,178   12   5,169   12   6,701   12   4,988   12 

Total nonperforming assets

 $25,451   74  $44,290   69  $32,939   81  $17,526   62  $21,875   43 
                                         

Restructured accruing loans:

                                     

Commercial, financial and agricultural

 $818   3  $625   2  $3,073   3  $11,438   6  $354   1 

Real estate - construction

  -   -   -   -   -   -   997   1   -   - 

Real estate - mortgage:

                                        

Owner-occupied commercial

  -   -   -   -   -   -   3,664   2   -   - 

1-4 family mortgage

  -   -   -   -   -   -   850   1   -   - 

Other mortgage

  -   -   -   -   -   -   -   -   204   1 

Total real estate - mortgage

  -   -   -   -   -   -   4,514   3   204   1 

Consumer

  -   -   -   -   -   -   -   -   -   - 

Total restructured accruing loans

 $818   3  $625   2  $3,073   3  $16,949   10  $558   2 

Total nonperforming assets and restructured accruing loans

 $26,269   77  $44,915   71  $36,012   84  $34,475   72  $22,433   45 
                                         

Ratios:

                                        

 

                                        

Nonperforming loans to total loans

  0.22

%

      0.50

%

      0.43

%

      0.19

%

      0.34

%

    

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

  0.30

%

      0.61

%

      0.50

%

      0.30

%

      0.44

%

    
Nonperforming assets and restructured accruing loans to total loans plus other real estate owned and repossessions  0.31%      0.62%      0.55%      0.59%      0.46%    

 

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. There are not any loans, outside of those included in the table above, that cause management to have serious doubts as to the ability of borrowers to comply with present repayment terms.

 

In keeping with guidance from regulators, the Company continues to work with COVID-19 affected borrowers to defer their payments and interest. While interest continues to accrue to income, through normal GAAP accounting, should eventual credit losses on these deferred payments emerge, the related loans would be placed on nonaccrual status and interest income accrued would be reversed. In such a scenario, interest income in future periods could be negatively impacted. As of December 31, 2020, the Company carries $5.8 million of accrued interest income on deferrals made to COVID-19 affected borrowers. At this time, the Company is unable to project the materiality of such an impact on future deferrals to COVID-19 affected borrowers but recognizes the breadth of the economic impact may affect its borrowers’ ability to repay in future periods.

55

Deposits

 

We rely on increasing our deposit base to fund loan and other asset growth. Each of our markets is highly competitive. We compete for local deposits by offering attractive products with competitive rates.  We expect to have a higher average cost of funds for local deposits than competitor banks due to our lack of an extensive branch network.  Our management’s strategy is to offset the higher cost of funding with a lower level of operating expense and firm pricing discipline for loan products.  We have promoted electronic banking services by providing them without charge and by offering in-bank customer training. The following table presents the average balance and average rate paid on each of the following deposit categories at the bank level for years ended December 31, 2017, 20162020, 2019 and 2015:

2018:

 

  Average Deposits
  Average for Years Ended December 31,
  2017 2016 2015
  Average
Balance
 Average Rate
Paid
 Average
Balance
 Average Rate
Paid
 Average
Balance
 Average Rate
Paid
Types of Deposits: (Dollars in Thousands)
Non-interest-bearing demand                        
deposits $1,351,112   -% $1,190,372   -% $944,019   -%
Interest-bearing demand deposits  817,496   0.41%  697,109   0.36%  584,756   0.28%
Money market accounts  2,776,363   0.70%  2,308,065   0.54%  1,786,045   0.46%
Savings accounts  49,151   0.31%  44,521   0.31%  37,683   0.29%
Time deposits, $250,000 and under  206,606   1.11%  238,565   0.92%  237,086   0.98%
Time deposits, over $250,000  340,829   1.08%  274,618   1.07%  241,730   1.04%
Total deposits $5,541,557      $4,753,250      $3,831,319     

55

  

Average Deposits

 
  

Average for Years Ended December 31,

 
  

2020

  

2019

  

2018

 
  

Average Balance

  

Average Rate Paid

  

Average Balance

  

Average Rate Paid

  

Average Balance

  

Average Rate Paid

 

Types of Deposits:

 

(Dollars in Thousands)

 

Non-interest-bearing demand deposits

 $2,492,500   -

%

 $1,632,385   -

%

 $1,480,827   -

%

Interest-bearing demand deposits

  1,059,629   0.35

%

  928,611   0.82

%

  863,673   0.62

%

Money market accounts

  4,519,170   0.57

%

  4,038,143   1.68

%

  3,241,474   1.24

%

Savings accounts

  77,364   0.35

%

  57,078   0.56

%

  53,596   0.43

%

Time deposits under $100,000

  85,882   1.57

%

  91,122   1.74

%

  91,653   1.23

%

Time deposits, $100,000 and over

  682,134   1.90

%

  611,123   2.20

%

  534,679   1.61

%

Brokered time deposits

  68,082   1.68

%

  -   -

%

  -   -

%

Total deposits

 $8,984,761      $7,358,462      $6,265,902     

 

The following table presents the maturities of our certificates of deposit as of December 31, 20172020 and 2016.2019.

 

At December 31, 2017 Over $250,000 Less than or equal to $250,000 Total

At December 31, 2020

 

$100,000 and greater

  

Less than $100,000

  

Total

 
Maturity (In Thousands)     

(In Thousands)

     
Three months or less $46,778  $41,772  $88,550  $117,505  $18,996  $136,501 
Over three through six months  37,759   36,805   74,564  132,828  18,866  151,694 
Over six months through one year  124,188   66,111   190,299  215,578  23,116  238,694 
Over one year  133,977   83,852   217,829   216,617   74,119   290,736 
Total $342,702  $228,540  $571,242  $682,528  $135,097  $817,625 

 

At December 31, 2016 Over $250,000 Less than or equal to $250,000 Total

At December 31, 2019

 

$100,000 and greater

  

Less than $100,000

  

Total

 
Maturity (In Thousands)     

(In Thousands)

     
Three months or less $39,050  $45,136  $84,186  $95,522  $19,192  $114,714 
Over three through six months  33,207   38,601   71,808  90,825  16,988  107,813 
Over six months through one year  70,802   62,695   133,497  172,964  19,957  192,921 
Over one year  150,607   87,725   238,332   286,488   26,617   313,105 
Total $293,666  $234,157  $527,823  $645,799  $82,754  $728,553 

 

Total average deposits for the year ended December 31, 20172020 were $5.5$8.9 billion, an increase of $0.8$1.6 billion, or 16.6%22.1%, over total average deposits of $4.8$7.4 billion for the year ended December 31, 2016.2019. Average noninterest-bearing deposits increased by $0.2 billion,$860,000, or 13.5%52.7%, from $1.2$1.63 billion for the year ended December 31, 20162019 to $1.35$2.49 billion for the year ended December 31, 2017.

Total average deposits for the year ended December 31, 2016 were $4.8 billion, an increase of $1.0 billion, or 24.1%, over total average deposits of $3.8 billion for the year ended December 31, 2015. Average noninterest-bearing deposits increased by $0.3 billion, or 26.1%, from $0.9 billion for the year ended December 31, 2015 to $1.2 billion for the year ended December 31, 2016.2020.

 

Borrowed Funds

 

We had available $468.0$923.0 million in unused federal funds lines of credit with regional banks as of December 31, 2017,2020, compared to $378.0$767.0 million as of December 31, 2016.2019. The increase was attributable to additional lines of credit initiated with new banks during 2017.2020. These lines are subject to certain restrictions and in some cases collateral requirements.restrictions.

56

 

Federal funds purchased from correspondent banks averaged $312.2$627.2 million, $433.7$398.2 million and $272.0$270.9 million for 2017, 20162020, 2019 and 2015,2018, respectively. We paid average interest rates on these funds of 1.15%0.43%, 0.64%2.28% and 0.32%1.96% for the same three years, respectively. The maximum amount outstanding at month-end during 20172020 and 20162019 was $394.1$851.5 million and $514.8$472.0 million, respectively.

 

Stockholders’Stockholders Equity

 

Stockholders’ equity increased $84.7$150.2 million during 2017,2020, to $607.6$992.8 million at December 31, 20172020 from $522.9$842.7 million at December 31, 2016.2019. The increase in stockholders’ equity resulted primarily from net income of $93.1$169.5 million during the year ended December 31, 2017.2020, less dividends paid or declared on our common stock of $39.0 million during the year ended December 31, 2020.

 

Off-BalanceOff-Balance Sheet ArrangementsArrangements

 

In the normal course of business, we are a party to financial credit arrangements with off-balance sheet risk to meet the financing needs of our customers.  These financial credit arrangements include commitments to extend credit beyond current fundings, credit card arrangements, standby letters of credit and financial guarantees.  Those credit arrangements involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet.  The contract or notional amounts of those instruments reflect the extent of involvement we have in those particular financial credit arrangements. All such credit arrangements bear interest at variable rates and we have no such credit arrangements which bear interest at fixed rates.

 

Our exposure to credit loss in the event of non-performance by the other party to the financial instrument for commitments to extend credit, credit card arrangements and standby letters of credit is represented by the contractual or notional amount of those instruments.  We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments.

56

The following table sets forth our credit arrangements and financial instruments whose contract amounts represent credit risk as of December 31, 2017, 20162020, 2019 and 2015:2018:

 

 2017 2016 2015 

2020

  

2019

  

2018

 
 (In Thousands) 

(In Thousands)

 
Commitments to extend credit $1,945,171  $1,667,015  $1,409,425  $2,606,258  $2,303,788  $1,985,801 
Credit card arrangements  128,149   100,678   62,462  286,128  248,617  173,613 
Standby letters of credit and            
financial guarantees  41,654   40,991   38,224 

Standby letters of credit and financial guarantees

  66,208   48,394   40,590 
Total $2,114,974  $1,808,684  $1,510,111  $2,958,594  $2,600,799  $2,200,004 

 

Commitments to extend credit beyond current fundings are agreements to lend to a customer as long as there is no violation of any condition established in the contract.  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.

 

Derivatives

 The Company periodically enters into derivative contracts to manage exposures to movements in interest rates. The Company purchased an interest rate cap in May of 2020 to limit exposures to increases in interest rates. The interest rate cap is not designated as a hedging instrument but rather as a stand-alone derivative. The interest rate cap has an original term of 3 years, a notional amount of $300 million and is tied to the one-month LIBOR rate with a strike rate of 0.50%. The fair value of the interest rate cap is carried on the balance sheet in other assets and the change in fair value is recognized in noninterest income each quarter. At December 31, 2020 the interest rate cap had a fair value of $139,000 and remaining term of 2.3 years.

57

 

The bank 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 our investor for our customer for a 30-day period. In the event the loan is not delivered to the investor, the bank 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 our agreements with investors and rate lock commitments to customers as of December 31, 20172020 and 20162019 were not material.

 

Asset and Liability Management

 

The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring an institution’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity gap 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. A gap is considered positive when the amount of interest rate-sensitive assets exceeds the amount of interest rate-sensitive liabilities. A gap is considered negative when the amount of interest rate-sensitive liabilities exceeds the amount of interest rate-sensitive assets. During a period of rising interest rates, a negative gap would tend to adversely affect net interest income while a positive gap would tend to result in an increase in net interest income. During a period of falling interest rates, a negative gap would tend to result in an increase in net interest income while a positive gap would tend to adversely affect net interest income.

 

Our asset liability and investment committee is charged with monitoring our liquidity and funds position. The committee regularly reviews the rate sensitivity position on a three-month, six-month and one-year time horizon; loans-to-deposits ratios; and average maturities for certain categories of liabilities. The asset liability committee uses a model to analyze the maturities of rate-sensitive assets and liabilities. The model 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. Gap is also expressed as the ratio of rate-sensitive assets divided by rate-sensitive liabilities. If the ratio is greater than “one,” then the dollar value of assets exceeds the dollar value of liabilities and the balance sheet is “asset sensitive.” Conversely, if the value of liabilities exceeds the dollar value of assets, then the ratio is less than one and the balance sheet is “liability sensitive.” Our internal policy requires our management to maintain the gap such that net interest margins will not change more than 10% if interest rates change by 100 basis points or more than 15% if interest rates change by 200 basis points. As of December 31, 2017,2020, our gap was within such ranges. See “—Quantitative and Qualitative Analysis of Market Risk” below in Item 7A for additional information.

57

 

Liquidity and Capital Adequacy

 

Liquidity

 

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

 

Liquidity is managed at two levels. The first is the liquidity of the Company. The second is the liquidity of the bank. The management of liquidity at both levels is critical, because the Company and the bank have different funding needs and sources, and each are subject to regulatory guidelines and requirements. We are subject to general FDIC guidelines which 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 increasing or decreasing in any material manner.

 

The retention of existing deposits and attraction of new deposit sources through new and existing customers is critical to our liquidity position. In the event of compression in liquidity due to a run-off in deposits, we have a liquidity policy and procedure that provides for certain actions under varying liquidity conditions. These actions include borrowing from existing correspondent banks, selling or participating loans and the curtailment of loan commitments and funding. At December 31, 2017,2020, our liquid assets, represented by cash and due from banks, federal funds sold and unpledged available-for-sale securities, totaled $821.5 million.$2.63 billion. Additionally, at such date we had available to us approximately $468.0$923.0 million in unused federal funds lines of credit with regional banks, subject to certain restrictions and collateral requirements, to meet short term funding needs. We believe these sources of funding are adequate to meet immediate anticipated funding needs. Our management meets on a weekly basis to review sources and uses of funding to determine the appropriate strategy to ensure an appropriate level of liquidity, and we have increased our focus on the generation of core deposit funding to supplement our liquidity position. At the current time, our long-term liquidity needs primarily relate to funds required to support loan originations and commitments and deposit withdrawals.

 

58

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. We also may continue periodic offerings of debt and equity securities.

 

The following table reflects the contractual maturities of our term liabilities as of December 31, 2017.2020. The amounts shown do not reflect any early withdrawal or prepayment assumptions.

  

Payments due by Period

 
  

Total

  

less than 1 year

  

1 - 3 years

  

3 - 5 years

  

Over 5 years

 
  

(In Thousands)

 

Contractual Obligations (1)

                    
                     

Deposits without a stated maturity

 $9,158,099  $9,158,099  $-  $-  $- 

Certificates of deposit (2)

  817,625   526,890   261,235   29,425   75 

Federal funds purchased

  851,545   851,545   -   -   - 

Other borrowings

  65,000   -   -   -   65,000 

Operating lease commitments

  13,670   3,024   4,961   3,181   2,504 

Total

 $10,905,939  $10,539,558  $266,196  $32,606  $67,579 

 

  Payments due by Period
  Total less than 1 year 1 - 3 years 3 - 5 years Over 5 years
  (In Thousands)
Contractual Obligations (1)                    
                     
Deposits without a stated maturity $5,520,432  $5,520,432  $-  $-  $- 
Certificates of deposit (2)  571,242   353,413   138,505   79,274   50 
Federal funds purchased  301,797   301,797   -   -   - 
Other borrowings  64,832   200   -   -   64,632 
Operating lease commitments  17,546   3,093   6,031   4,781   3,641 
Total $6,475,849  $6,178,935  $144,536  $84,055  $68,323 

(1) Excludes interest.

(2)  Certificates of deposit give customers the right to early withdrawal.  Early withdrawals may be subject to penalties.

The penalty amount depends on the remaining time to maturity at the time of early withdrawal.              

(2) Certificates of deposit give customers the right to early withdrawal. Early withdrawals may be subject to penalties.

The penalty amount depends on the remaining time to maturity at the time of early withdrawal.

 

Capital Adequacy

 

As of December 31, 2017,2020, our most recent notification from the FDIC categorized us as well-capitalized under the regulatory framework for prompt corrective action. To remain categorized as well-capitalized, we must maintain minimum common equity tier 1 risk-based, Tier 1 risk-based, total 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 December 31, 2017.2020. In addition, the Alabama Banking Department has required that the bank maintain a leverage ratio of 8.00%.

58

 

The following table sets forth (i) the capital ratios of the bank required by the FDIC to maintain “well-capitalized” status and (ii) our actual ratios of capital to total regulatory or risk-weighted assets, as of December 31, 2017.2020.

 

 Well-
Capitalized
 Actual at
December 31,
2017
 

Well-Capitalized

  

Actual at December 31, 2020

 
CET 1 Capital Ratio  6.50%  10.45% 6.50

%

 11.15

%

Tier 1 Capital Ratio  8.00%  10.45% 8.00

%

 11.16

%

Total Capital Ratio  10.00%  11.42% 10.00

%

 12.15

%

Leverage ratio  5.00%  9.35% 5.00

%

 8.75

%

 

For a description of capital ratios see Note 16 14, “Regulatory Mattersto “Notes tothe Consolidated Financial Statements.

 

Impact of Inflation

 

Our consolidated financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles which require the measure of financial position and operating results in terms of historic dollars, without considering changes in the relative purchasing power of money over time due to inflation.

 

Inflation generally increases the costs of funds and operating overhead, and to the extent loans and other assets bear variable rates, the yields on such assets. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant effect on the performance of a financial institution than the effects of general levels of inflation. In addition, inflation affects financial institutions’ cost of goods and services purchased, the cost of salaries and benefits, occupancy expense, and similar items. Inflation and related increases in interest rates generally decrease the market value of investments and loans held and may adversely affect liquidity, earnings and stockholders’ equity. Mortgage originations and refinancing tend to slow as interest rates increase, and likely will reduce our volume of such activities and the income from the sale of residential mortgage loans in the secondary market.

 

59

Adoption of Recent Accounting Pronouncements

 

New accounting standards are discussed in Note 1, “Summary of Significant Accounting Policies”to “Notes tothe Consolidated Financial Statements.

 

ITEM 7A. 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 twelve 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 employs multiple modeling scenarios to analyze the maturities of rate-sensitive assets and liabilities. The model 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. As of December 31, 2017,2020, our gap was within such ranges.

59

 

The model measures scheduled maturities in periods of three months, four to twelve months, one to five years and over five years. The chart below illustrates our rate-sensitive position at December 31, 2017.2020. Management uses the one-year gap as the appropriate time period for setting strategy.

 

Rate Sensitive Gap Analysis  

Rate Sensitive Gap Analysis

 
  

1-3 Months

  

4-12 Months

  

1-5 Years

  

Over 5 Years

  

Total

 
  

(Dollars in Thousands)

 

Interest-earning assets:

                    

Loans, including mortgages held for sale

 $3,608,055  $1,605,932  $3,018,287  $247,839  $8,480,113 

Securities

  66,780   196,700   494,412   129,046   886,938 

Federal funds sold

  100,473   -   -   -   100,473 

Interest bearing balances with banks

  2,110,506   4,229   1,250   -   2,115,985 

Total interest-earning assets

 $5,885,814  $1,806,861  $3,513,949  $376,885  $11,583,509 
                     

Interest-bearing liabilities:

                    

Deposits:

                    

Interest-bearing checking

 $1,307,440  $-  $-  $-  $1,307,440 

Money market and savings

  5,061,050   -   -   -   5,061,050 

Time deposits

  134,481   392,408   290,661   75   817,625 

Federal funds purchased

  -   -   -   64,748   64,748 

Other borrowings

  851,545   -   -   -   851,545 

Total interest-bearing liabilities

  7,354,516   392,408   290,661   64,823   8,102,408 

Interest sensitivity gap

 $(1,468,702) $1,414,453  $3,223,288  $312,062  $3,481,101 

Cumulative sensitivity gap

 $(1,468,702) $(54,249) $3,169,039  $3,481,101  $- 

Percent of cumulative sensitivity Gap to total interest-earning assets

  (12.68

%)

  (0.47

%)

  27.36

%

  30.05

%

    

 

  1-3 Months 4-12 Months 1-5 Years Over 5 Years Total
  (Dollars in Thousands)
Interest-earning assets:                    
Loans, including mortgages                    
held for sale $2,910,824  $635,859  $2,135,700  $173,337  $5,855,720 
Securities  29,509   75,020   336,162   98,673   539,364 
Federal funds sold  239,524   -   -   -   239,524 
Interest bearing balances                    
with banks  150,364   -   1,485   -   151,849 
Total interest-earning assets $3,330,221  $710,879  $2,473,347  $272,010  $6,786,457 
                     
Interest-bearing liabilities:                    
Deposits:                    
Interest-bearing checking $990,700  $-  $-  $-  $990,700 
Money market and savings  3,089,406   -   -   -   3,089,406 
Time deposits  88,549   264,863   217,780   50   571,242 
Federal funds purchased  100   100   -   64,632   64,832 
Other borrowings  301,797   -   -   -   301,797 
Total interest-bearing liabilities  4,470,552   264,963   217,780   64,682   5,017,977 
Interest sensitivity gap $(1,140,331) $445,916  $2,255,567  $207,328  $1,768,480 
Cumulative sensitivity gap $(1,140,331) $(694,415) $1,561,152  $1,768,480  $- 
Percent of cumulative sensitivity Gap                    
to total interest-earning assets  (16.80)%  (10.23)%  23.00%  26.06%    
60

 

The interest rate risk model that defines the gap position also performs a “rate shock” test of the balance sheet.  The rate shock procedure measures the impact on the economic value of equity (EVE) which is a measure of long term interest rate risk. EVE is the difference between the market value of our assets and the liabilities and is our liquidation value. In this analysis, the model calculates the discounted cash flow or market value of each category on the balance sheet. The percentage change in EVE is a measure of the volatility of risk. Regulatory guidelines specify a maximum change of 30% for a 200 basis points rate change. Short term rates dropped to historically low levels during 2009 and remainedAfter starting the year at those low levels until the Federal Reserve started increasing its targeta rate in December 2015. Since the first increase,of 1.55%, the Federal Reserve has raisedcut its targeted federal funds rate by 125145 basis points to its current rate of 1.50%0.10%. At December 31, 2017,2020, the model shows an increase in our EVE for all upward shifts in rates. The negative 9.5% change for a 100 basis point downward shift in rates is within our policy limit.

 

The chart below identifies the EVE impact of a downward shift in rates of 100 basis points and an upward shift in rates of 100, 200, 300 and 400 basis points.

Economic Value of Equity Under Rate Shock

At December 31, 20172020

0 bps

  0 bps -100 pbs +100 bps +200 bps +300 bps +400 bps
  (Dollars in Thousands)
Economic value of equity $607,604  $549,882  $632,516  $648,313  $662,896  $673,833 
Actual dollar change     $(57,722) $24,912  $40,709  $55,292  $66,229 
Percent change      (9.50)%  4.10%  6.70%  9.10%  10.90%

-100 bps

The one year gap ratio+100 bps

+200 bps

+300 bps

+400 bps

(Dollars in Thousands)

Economic value of negative 10.7% indicates that we would show a decrease in net interest income in a rising rate environment, and the EVE rate shock shows that the EVE would increase in a rising rate environment. The EVE simulation model is a static model which provides information only at a certain point in time. For example, in a rising rate environment, the model does not take into account actions which management might take toequity

$992,852$763,503$1,086,180$1,163,623$1,229,151$1,283,758

Actual dollar change the impact of rising rates on us. Given that limitation, it is still useful in assessing the impact of an unanticipated movement in interest rates.

$(229,349)$93,328$170,771$236,299$290,906

Percent change

(23.1

)%

9.4

%

17.2

%

23.8

%

29.3

%

 

The above analysis may not on its own be an entirely accurate indicator of how net interest income or EVE will be affected by changes in interest rates. Income associated with interest earning assets and costs associated with interest bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. Our asset liability committee develops its view of future rate trends by monitoring economic indicators, examining the views of economists and other experts, and understanding the current status of our balance sheet and conducts a quarterly analysis of the rate sensitivity position.  The results of the analysis are reported to our board of directors.

 

The one-year gap ratio of negative 0.5% indicates that we would show a decrease in net interest income in a rising rate environment, and the EVE rate shock shows that the EVE would increase in a rising rate environment. The EVE simulation model is a static model which provides information only at a certain point in time. For example, in a rising rate environment, the model does not take into account actions which management might take to change the impact of rising rates on us. Given that limitation, it is still useful in assessing the long-range impact of unanticipated movements in interest rates.

The above analysis may not on its own be an entirely accurate indicator of how net interest income or EVE will be affected by changes in interest rates. Income associated with interest earning assets and costs associated with interest bearing liabilities may not be affected uniformly by changes in interest rates. In addition, the magnitude and duration of changes in interest rates may have a significant impact on net interest income. Interest rates on certain types of assets and liabilities fluctuate in advance of changes in general market rates, while interest rates on other types may lag behind changes in general market rates. Our asset liability committee develops its view of future rate trends by monitoring economic indicators, examining the views of economists and other experts, and understanding the current status of our balance sheet and conducts a quarterly analysis of the rate sensitivity position.  The results of the analysis are reported to our board of directors on a quarterly basis.

60
61

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

The financial statements and supplementary data required by Regulations S-X and by Item 302 of Regulation S-K are set forth in the pages listed below.

Page
Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements62
Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting63
Consolidated Balance Sheets at December 31, 2017 and 201664
Consolidated Statements of Income for the Years Ended December 31, 2017, 2016 and 201565
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 2016 and 201566
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2017, 2016 and 201567
Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 2016 and 201568
Notes to Consolidated Financial Statements69

          

 

 

Page

61

Report of Independent Registered Public Accounting Firm

To the Shareholders and the Board of Directors of

ServisFirst Bancshares, Inc.

Opinion on the Consolidated Financial Statements

63

We have audited the accompanying consolidated balance sheetsReport of ServisFirst Bancshares, Inc. and subsidiaries (the "Company") as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, stockholders' equity, and cash flows, for each of the three years in the period ended December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the CompanyIndependent Registered Public Accounting Firm on Internal Control over Financial Reporting

65

Consolidated Balance Sheets at December 31, 20172020 and 2016, and2019

66

Consolidated Statements of Income for the results of its operations and its cash flows for each of the three years in the period endedYears Ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.2020, 2019 and 2018

67

We also have audited, in accordance withConsolidated Statements of Comprehensive Income for the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as ofYears Ended December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by2020, 2019 and 2018

68

Consolidated Statements of Stockholders' Equity for the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 28, 2018, expressed an unqualified opinion thereon.

Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company early adopted the provisions of Accounting Standards Update 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting during the year endedYears Ended December 31, 2016.2020, 2019 and 2018

69

BasisConsolidated Statements of Cash Flows for Opinion

These financial statements are the responsibilityYears Ended December 31, 2020, 2019 and 2018

70

Notes to Consolidated Financial Statements

71

62

Report of Independent Registered Public Accounting Firm

To the stockholders and the board of directors of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Dixon Hughes Goodman LLP

We have served as the Company's auditor since 2014.   

Atlanta, Georgia

February 28, 2018

62

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

ServisFirst Bancshares, Inc.

 

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of ServisFirst Bancshares, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the related consolidated statements of income, comprehensive income, stockholders’ equity and cash flows, for each of the three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) ("PCAOB"), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2021 expressed an unqualified opinion thereon.

Adoption of New Accounting Standard

As discussed in Notes 1 and 3 to the financial statements, the Company changed its method of accounting for credit losses effective January 1, 2020 due to the adoption of Accounting Standards Codification (ASC) Topic 326 Financial Instruments – Credit Losses.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

63

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Allowance for Credit Losses on Loans

As described in Notes 1 and 3 to the financial statements, the Company’s loan portfolio and the associated allowance for credit losses (“allowance”) were $8.5 billion and $87.9 million as of December 31, 2020, respectively. As described in Note 1, the Company adopted ASU 2016-13 Financial Instruments – Credit Losses (Topic 326) effective January 1, 2020. The amount of the allowance represents management’s best estimate of current expected credit losses on loans considering 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, current and projected economic conditions, industry and peer bank loan quality indications and other pertinent factors, including regulatory recommendations.

As further described in Notes 1 and 3 to the financial statements, to calculate the allowance for credit losses, loans with similar risk characteristics are collectively evaluated in pools and loans that do not share similar risk characteristics are excluded from the collective pools and evaluated on an individual basis. Management evaluates each loan pool utilizing a discounted cash flow (DCF), probability of default / loss given default (“PD/LGD”) or remaining life method, depending on the nature of the loan pool. Losses are predicted over a period of time determined to be reasonable and supportable, and after such period, losses are reverted to long term historical averages. The estimated credit losses for each loan pool are then adjusted for qualitative factors not inherently considered in the quantitative analyses. Consideration is given to the following factors:  lending policy, changes in nature and volume of loans, staff experience, changes in volume and trends of problem loans, concentration risk, trends in underlying collateral values, external factors, quality of loan review system and other economic conditions. Estimating qualitative factor adjustments requires significant judgment and can either increase or decrease the quantitative model estimation.

We identified the allowance for credit losses on loans as a critical audit matter. The principal considerations for our determination of the allowance as a critical audit matter is the subjectivity of the assumptions that management utilized in determining and applying qualitative factors in the allowance model. Furthermore, certain inputs and assumptions lack observable data and therefore, applying audit procedures required a higher degree of auditor judgment and subjectivity due to the nature and extent of audit evidence and effort required to address this matter.

64

The primary audit procedures we performed to address this critical audit matter included:

We obtained an understanding of the Company’s process for establishing the allowance, including the implementation of the expected credit losses model and the qualitative factor adjustments.

We utilized the assistance of internal specialists to test the appropriateness of the design and operation of the model, including evaluating the reasonableness of assumptions and judgments used in regression components and recalculating cash flows on a sample basis.

We evaluated the design and tested the operating effectiveness of key controls relating to the Company’s allowance, including controls over the credit monitoring function related to loan performance, the determination of qualitative factors, and the precision of management’s review and approval of the allowance model and resulting estimate.

We evaluated the reasonableness of management’s assumptions and judgments related to estimating the qualitative factors applied to each loan pool. Our evaluation included the appropriateness of the methodologies used by management to establish and estimate the qualitative factor components of the allowance and the appropriateness and completeness of risk factors used in determining the qualitative factors.

We evaluated the appropriateness of assumptions used in estimating the qualitative factors, including assessing the completeness and accuracy of the data utilized, comparing the data and information utilized by management to internal and external evidence, and evaluating whether potentially new or contradictory information existed.

We analyzed the total qualitative adjustment factor applied to the loan pools over the period since implementation, including changes or modifications to individual factors, in comparison to changes in the Company’s quantitatively driven expected credit losses, loan portfolios and the economy, and evaluated the appropriateness and level of the qualitative adjustment factors.

We tested the completeness and accuracy of inputs as well as verified the mathematical accuracy of the allowance model, including the qualitative factor adjustments.

/s/ Dixon Hughes Goodman LLP

We have served as the Company's auditor since 2014.

Atlanta, Georgia

February 25, 2021

65

Reportof Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of ServisFirst Bancshares, Inc.

Opinion on Internal Control Over Financial Reporting

 

We have audited ServisFirst Bancshares, Inc. and subsidiaries’ (the “Company”) internal control overfinancial reporting as of December 31, 2017,2020, based on criteria established inInternal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, ServisFirst Bancshares, Inc. and subsidiaries (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of ServisFirst Bancshares, Inc. as of December 31, 20172020 and 20162019 and for each of the three years in the period ended December 31, 2017,2020, and our report dated February 28, 2018,25, 2021, expressed an unqualified opinion on those consolidated financial statements and included an explanatory paragraph regarding the Company’s early adoption of the provisions of Accounting Standards Update 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting during the year ended December 31, 2016.statements.

 

Basis for Opinion

 

The Company's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

/s/ Dixon Hughes Goodman LLP

 

Atlanta, Georgia

February 28, 201825, 2021

 

63
66

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

 

(In thousands, except share and per share amounts)

 
         
  

December 31, 2020

  

December 31, 2019

 

ASSETS

        

Cash and due from banks

 $93,655  $78,618 

Interest-bearing balances due from depository institutions

  2,115,985   451,509 

Federal funds sold

  1,771   100,473 

Cash and cash equivalents

  2,211,411   630,600 

Available for sale debt securities, at fair value

  886,688   759,399 

Held to maturity debt securities (fair value of $250 at December 31, 2020 and December 31, 2019)

  250   250 

Mortgage loans held for sale

  14,425   6,312 

Loans

  8,465,688   7,261,451 

Less allowance for credit losses

  (87,942)  (76,584)

Loans, net

  8,377,746   7,184,867 

Premises and equipment, net

  54,969   56,496 

Accrued interest and dividends receivable

  36,841   26,262 

Deferred tax asset, net

  31,072   25,566 

Other real estate owned and repossessed assets

  6,497   8,178 

Bank owned life insurance contracts

  276,387   209,395 

Goodwill and other identifiable intangible assets

  13,908   14,179 

Other assets

  22,460   26,149 

Total assets

 $11,932,654  $8,947,653 

LIABILITIES AND STOCKHOLDERS' EQUITY

        

Liabilities:

        

Deposits:

        

Non-interest-bearing demand

 $2,788,772  $1,749,879 

Interest-bearing

  7,186,952   5,780,554 

Total deposits

  9,975,724   7,530,433 

Federal funds purchased

  851,545   470,749 

Other borrowings

  64,748   64,703 

Accrued interest and dividends payable

  12,321   11,934 

Other liabilities

  35,464   27,152 

Total liabilities

  10,939,802   8,104,971 

Stockholders' equity:

        

Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at December 31, 2020 and December 31, 2019

  0   0 

Common stock, par value $0.001 per share; 100,000,000 shares authorized; 53,943,751 shares issued and outstanding at December 31, 2020, and 53,623,740 shares issued and outstanding at December 31, 2019

  54   54 

Additional paid-in capital

  223,856   219,766 

Retained earnings

  748,224   616,611 

Accumulated other comprehensive income

  20,218   5,749 

Total stockholders' equity attributable to ServisFirst Bancshares, Inc.

  992,352   842,180 

Noncontrolling interest

  500   502 

Total stockholders' equity

  992,852   842,682 

Total liabilities and stockholders' equity

 $11,932,654  $8,947,653 
         

See Notes to Consolidated Financial Statements.

        

67

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF INCOME

 

(In thousands, except per share amounts)

 
             
  

Year Ended December 31,

 
  

2020

  

2019

  

2018

 

Interest income:

            

Interest and fees on loans

 $362,664  $354,308  $305,370 

Taxable securities

  22,122   17,008   12,654 

Nontaxable securities

  739   1,429   2,406 

Federal funds sold

  332   6,038   3,103 

Other interest and dividends

  3,165   12,020   3,094 

Total interest income

  389,022   390,803   326,627 

Interest expense:

            

Deposits

  45,230   90,958   55,502 

Borrowed funds

  5,755   12,200   8,446 

Total interest expense

  50,985   103,158   63,948 

Net interest income

  338,037   287,645   262,679 

Provision for credit losses

  42,434   22,638   21,402 

Net interest income after provision for credit losses

  295,603   265,007   241,277 

Noninterest income:

            

Service charges on deposit accounts

  7,528   7,029   6,547 

Mortgage banking

  8,747   4,361   2,784 

Credit card income

  5,916   7,076   5,550 

Securities gains

  0   27   190 

Increase in cash surrender value life insurance

  6,310   3,746   3,130 

Other operating income

  1,615   1,743   1,239 

Total noninterest income

  30,116   23,982   19,440 

Noninterest expenses:

            

Salaries and employee benefits

  61,414   57,783   51,849 

Equipment and occupancy expense

  10,070   9,272   8,423 

Third party processing and other services

  13,778   11,234   8,671 

Professional services

  4,242   4,235   3,646 

FDIC and other regulatory assessments

  4,354   2,975   3,869 

Other real estate owned expense

  2,163   415   790 

Other operating expenses

  15,490   16,214   14,627 

Total noninterest expenses

  111,511   102,128   91,875 

Income before income taxes

  214,208   186,861   168,842 

Provision for income taxes

  44,639   37,618   31,902 

Net income

  169,569   149,243   136,940 

Dividends on preferred stock

  63   63   63 

Net income available to common stockholders

 $169,506  $149,180  $136,877 

Basic earnings per common share

 $3.15  $2.79  $2.57 

Diluted earnings per common share

 $3.13  $2.76  $2.53 
             

See Notes to Consolidated Financial Statements.

            

 

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

68

 

  December 31, 2017 December 31, 2016
ASSETS        
Cash and due from banks $86,213  $56,855 
Interest-bearing balances due from depository institutions  151,849   566,707 
Federal funds sold  239,524   160,435 
Cash and cash equivalents  477,586   783,997 
Available for sale debt securities, at fair value  538,080   422,375 
Held to maturity debt securities (fair value of $250 and $63,302 at December 31, 2017 and December 31, 2016, respectively)  250   62,564 
Equity securities  1,034   1,024 
Mortgage loans held for sale  4,459   4,675 
Loans  5,851,261   4,911,770 
Less allowance for loan losses  (59,406)  (51,893)
Loans, net  5,791,855   4,859,877 
Premises and equipment, net  58,900   40,314 
Accrued interest and dividends receivable  20,661   15,801 
Deferred tax asset, net  13,022   27,132 
Other real estate owned and repossessed assets  6,701   4,988 
Bank owned life insurance contracts  127,519   114,388 
Goodwill and other identifiable intangible assets  14,719   14,996 
Other assets  27,598   18,317 
Total assets $7,082,384  $6,370,448 
LIABILITIES AND STOCKHOLDERS' EQUITY        
Liabilities:        
Deposits:        
Non-interest-bearing demand $1,440,326  $1,281,605 
Interest-bearing  4,651,348   4,138,706 
Total deposits  6,091,674   5,420,311 
Federal funds purchased  301,797   355,944 
Other borrowings  64,832   55,262 
Accrued interest and dividends payable  4,971   4,401 
Other liabilities  11,506   11,641 
Total liabilities  6,474,780   5,847,559 
Stockholders' equity:        
Preferred stock, Series A Senior Non-Cumulative Perpetual, par value $0.001 (liquidation preference $1,000), net of discount; no shares authorized or outstanding at December 31, 2017 and December 31, 2016  -   - 
Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at December 31, 2017 and December 31, 2016  -   - 
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 52,992,586 shares issued and outstanding at December 31, 2017, and 52,636,896 shares issued and outstanding at December 31, 2016  53   53 
Additional paid-in capital  217,693   215,932 
Retained earnings  389,554   307,151 
Accumulated other comprehensive loss  (198)  (624)
Total stockholders' equity attributable to ServisFirst Bancshares, Inc.  607,102   522,512 
Noncontrolling interest  502   377 
Total stockholders' equity  607,604   522,889 
Total liabilities and stockholders' equity $7,082,384  $6,370,448 

See Notes to Consolidated Financial  Statements.            

64

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

(In thousands)

 
  

Year Ended December 31,

 
  

2020

  

2019

  

2018

 

Net income

 $169,569  $149,243  $136,940 

Other comprehensive income (loss), net of tax:

            

Unrealized net holding gains (losses) arising during period from securities available for sale, net of tax of $3,845, $2,788 and $(1,205) for 2020, 2019 and 2018, respectively

  14,469   10,511   (4,531)

Reclassification adjustment for net gains on sale of securities, net of tax of $6 and $3 for 2019 and 2018, respectively

  0   (21)  (12)

Other comprehensive income (loss), net of tax

  14,469   10,490   (4,543)

Comprehensive income

 $184,038  $159,733  $132,397 
             

See Notes to Consolidated Financial Statements.

            

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)  

  Year Ended December 31,
  2017 2016 2015
Interest income:            
Interest and fees on loans $246,682  $200,463  $171,302 
Taxable securities  9,117   5,343   4,331 
Nontaxable securities  2,948   3,300   3,499 
Federal funds sold  1,693   1,007   127 
Other interest and dividends  2,316   2,789   716 
Total interest income  262,756   212,902   179,975 
Interest expense:            
Deposits  28,831   20,169   14,894 
Borrowed funds  6,502   5,636   2,810 
Total interest expense  35,333   25,805   17,704 
Net interest income  227,423   187,097   162,271 
Provision for loan losses  23,225   13,398   12,847 
Net interest income after provision for loan losses  204,198   173,699   149,424 
Noninterest income:            
Service charges on deposit accounts  5,702   5,355   5,088 
Mortgage banking  3,835   3,725   2,682 
Credit card income  4,815   3,207   2,073 
Securities (losses) gains  -   (3)  29 
Increase in cash surrender value life insurance  3,131   2,794   2,621 
Other operating income  1,563   3,034   1,084 
Total noninterest income  19,046   18,112   13,577 
Noninterest expenses:            
Salaries and employee benefits  47,604   43,955   38,913 
Equipment and occupancy expense  8,018   7,985   6,389 
Professional services  3,217   3,977   2,607 
FDIC and other regulatory assessments  3,918   3,400   2,660 
Other real estate owned expense  323   759   1,227 
Merger expense  -   -   2,100 
Other operating expenses  22,814   20,917   20,100 
Total noninterest expenses  85,894   80,993   73,996 
Income before income taxes  137,350   110,818   89,005 
Provision for income taxes  44,258   29,339   25,465 
Net income  93,092   81,479   63,540 
Dividends on preferred stock  62   47   280 
Net income available to common stockholders $93,030  $81,432  $63,260 
Basic earnings per common share $1.76  $1.55  $1.23 
Diluted earnings per common share $1.72  $1.52  $1.20 

See Notes to Consolidated Financial Statements.                    

65

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)  

  Year Ended December 31,
  2017 2016 2015
Net income $93,092  $81,479  $63,540 
Other comprehensive (loss) income, net of tax:            
Unrealized holding losses arising during period from securities available for sale, net of
tax of $(362), $(1,980) and $(767) for 2017, 2016 and 2015, respectively
  (674)  (3,674)  (1,423)
Reduction in unrealized loss related to held to maturity debt securities transferred to available for
sale, net of tax of $592
  1,100   -   - 
Reclassification adjustment for net losses (gains) on sale of securities, net of tax of $(1) and $10
for 2016 and 2015, respectively
  -   2   (19)
Other comprehensive income (loss), net of tax  426   (3,672)  (1,442)
Comprehensive income $93,518  $77,807  $62,098 

See Notes to Consolidated Financial Statements.                    


 

 

 

 

69

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

 

(In thousands, except share amounts)

 

Year Ended December 31,

 
                                 
  

Common Shares

  

Preferred Stock

  

Common Stock

  

Additional Paid-in Capital

  

Retained Earnings

  

Accumulated Other Comprehensive Income

  

Non-controlling Interest

  

Total Stockholders' Equity

 

Balance, January 1, 2018

  52,992,586  $0  $53  $217,693  $389,554  $(198) $502  $607,604 

Common dividends paid, $0.33 per share

  -   0   0   0   (17,545)  0   0   (17,545)

Common dividends declared, $0.15 per share

  -   0   0   0   (8,018)  0   0   (8,018)

Preferred dividends paid

  -   0   0   0   (63)  0   0   (63)

Issue restricted shares pursuant to stock incentives, net of forfeitures

  29,350   0   0   0   0   0   0   0 

Issue shares of common stock upon exercise of stock options

  353,259   0   0   2,337   0   0   0   2,337 

61,077 shares of common stock withheld in net settlement upon exercise of stock options

  -   0   0   (2,360)  0   0   0   (2,360)

Stock-based compensation expense

  -   0   0   851   0   0   0   851 

Other comprehensive loss, net of tax

  -   0   0   0   0   (4,543)  0   (4,543)

Net income

  -   0   0   0   136,940   0   0   136,940 

Balance, December 31, 2018

  53,375,195  $0  $53  $218,521  $500,868  $(4,741) $502  $715,203 

Common dividends paid, $0.45 per share

  -   0   0   0   (24,053)  0   0   (24,053)

Common dividends declared, $0.175 per share

  -   0   0   0   (9,384)  0   0   (9,384)

Preferred dividends paid

  -   0   0   0   (63)  0   0   (63)

Issue restricted shares pursuant to stock incentives, net of forfeitures

  20,164   0   0   0   0   0   0   0 

Issue shares of common stock upon exercise of stock options

  228,381   0   1   2,122   0   0   0   2,123 

60,419 shares of common stock withheld in net settlement upon exercise of stock options

  -   0   0   (1,977)  0   0   0   (1,977)

Stock-based compensation expense

  -   0   0   1,100   0   0   0   1,100 

Other comprehensive income, net of tax

  -   0   0   0   0   10,490   0   10,490 

Net income

  -   0   0   0   149,243   0   0   149,243 

Balance, December 31, 2019

  53,623,740  $0  $54  $219,766  $616,611  $5,749  $502  $842,682 

Common dividends paid, $0.525 per share

  -   0   0   0   (28,230)  0   0   (28,230)

Common dividends declared, $0.20 per share

  -   0   0   0   (10,787)  0   0   (10,787)

Preferred dividends paid

  -   0   0   0   (63)  0   0   (63)
Exit tax credit partnership  -   0   0   0   0   0   (2)  (2)

Impact of adopting ASC 326

  -   0   0   0   1,124   0   0   1,124 

Issue restricted shares pursuant to stock incentives, net of forfeitures

  33,195   0   0   0   0   0   0   0 

Issue shares of common stock upon exercise of stock options

  286,816   0   0   3,487   0   0   0   3,487 

19,484 shares of common stock withheld in net settlement upon exercise of stock options

  -   0   0   (729)  0   0   0   (729)

Stock-based compensation expense

  -   0   0   1,332   0   0   0   1,332 

Other comprehensive income, net of tax

  -   0   0   0   0   14,469   0   14,469 

Net income

  -   0   0   0   169,569   0   (2)  169,569 

Balance, December 31, 2020

  53,943,751  $0  $54  $223,856  $748,224  $20,218  $500  $992,852 

70

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(In thousands)

 
  

Year Ended December 31,

 
  

2020

  

2019

  

2018

 

OPERATING ACTIVITIES

            

Net income

 $169,569  $149,243  $136,940 

Adjustments to reconcile net income to net cash provided by

            

Deferred tax benefit

  (9,727)  (1,077)  (14,255)

Provision for credit losses

  42,434   22,638   21,402 

Depreciation

  3,832   3,682   3,378 

Accretion on acquired loans

  (100)  (90)  (163)

Amortization of core deposit intangible

  271   270   270 

Net amortization of debt securities available for sale

  5,605   3,095   2,843 

Increase in accrued interest and dividends receivable

  (10,579)  (2,192)  (3,409)

Stock-based compensation expense

  1,332   1,100   851 

Increase in accrued interest payable

  387   1,553   5,410 

Proceeds from sale of mortgage loans held for sale

  284,881   135,359   106,806 

Originations of mortgage loans held for sale

  (284,247)  (137,190)  (99,683)

Gain on sale of mortgage loans held for sale

  (8,747)  (4,361)  (2,784)

Gain on sale of equity securities

  0   0   (175)

Net gain on sale of debt securities available for sale

  0   (27)  (15)

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

  (8)  (122)  21 

Write down of other real estate owned and repossessed assets

  1,861   287   664 

Operating losses of tax credit partnerships

  4   8   163 

Increase in cash surrender value of life insurance contracts

  (6,310)  (3,746)  (3,130)

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

  832   (4,155)  13,167 

Net cash provided by operating activities

  191,290   164,275   168,301 

INVESTMENT ACTIVITIES

            

Purchase of debt securities available for sale

  (334,596)  (293,832)  (156,815)

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

  220,993   117,265   91,787 

Proceeds from sale of debt securities available for sale

  0   18,920   5,736 

Purchase of debt securities held to maturity

  0   (250)  0 

Investment in tax credit partnership and SBIC

  (636)  0   0 

Increase in loans

  (1,236,698)  (754,533)  (696,701)

Purchase of premises and equipment

  (2,305)  (2,356)  (2,300)

Purchase of bank owned life insurance contracts

  (60,682)  (75,000)  0 

Proceeds from sale of other real estate owned and repossessed assets

  2,853   1,437   3,819 

Net cash used in investing activities

  (1,411,071)  (988,349)  (754,474)

FINANCING ACTIVITIES

            

Net increase in non-interest-bearing deposits

  1,038,893   192,538   117,015 

Net increase in interest-bearing deposits

  1,406,398   422,187   707,019 

Net increase in federal funds purchased

  380,796   182,024   (13,072)

Repayment of Federal Home Loan Bank advances

  0   0   (200)

Proceeds from issuance of 4% Subordinated Notes due October 21, 2030, net of issuance cost

  34,750   0   0 

Redemption of 5% Subordinated Notes due July 15, 2025

  (34,710)  0   0 

Proceeds from exercise of stock options

  3,487   2,123   2,337 

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

  (729)  (1,977)  (2,360)

Dividends paid on common stock

  (28,230)  (24,053)  (20,194)

Dividends paid on preferred stock

  (63)  (63)  (63)

Net cash provided by financing activities

  2,800,592   772,779   790,482 

Net increase (decrease) in cash and cash equivalents

  1,580,811   (51,295)  204,309 

Cash and cash equivalents at beginning of period

  630,600   681,895   477,586 

Cash and cash equivalents at end of period

 $2,211,411  $630,600  $681,895 

SUPPLEMENTAL DISCLOSURE

            

Cash paid for:

            

Interest

 $50,598  $101,605  $58,538 

Income taxes

  50,867   42,232   30,547 

Income tax refund

  (47)  (86)  (2)

NONCASH TRANSACTIONS

            

Other real estate acquired in settlement of loans

 $2,945  $4,611  $3,080 

Internally financed sale of other real estate owned

  40   0   662 

Dividends declared

  10,787   9,384   8,018 
             

See Notes to Consolidated Financial Statements.

            

 

 

66
71

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015

(In thousands, except share amounts)  

  Preferred
Stock
 Common
Stock
 Additional
Paid-in
Capital
 Retained
Earnings
 Accumulated
Other
Comprehensive
(loss) Income
 Noncontrolling
Interest
 Total
Stockholders'
Equity
Balance, December 31, 2014 $39,958  $25  $185,397  $177,091  $4,490  $252  $407,213 
Common dividends paid, $0.09 per share  -   -   -   (4,643)  -   -   (4,643)
Common dividends declared, $.03 per share  -   -   -   (1,558)  -   -   (1,558)
Preferred dividends paid  -   -   -   (280)  -   -   (280)
Issue 1,273,184 shares of common stock as consideration for Metro Bancshares, Inc. acquisition  -   1   19,355   -   -   -   19,356 
Capitalized costs to issue shelf registration  -   -   (73)  -   -   -   (73)
Issue 1,051,000 shares of common stock upon exercise of stock options  -   -   3,801   -   -   -   3,801 
Issue 125 shares of REIT preferred stock  -   -   1,843   -   -   125   1,968 
Redeem 40,000 shares of preferred stock issued to the                            
Department of the Treasury under TARP  (39,958)  -   (42)  -   -   -   (40,000)
Stock based compensation expense  -   -   1,265   -   -   -   1,265 
Other comprehensive income, net of tax  -   -   -   -   (1,442)  -   (1,442)
Net income  -   -   -   63,540   -   -   63,540 
Balance, December 31, 2015  -   26   211,546   234,150   3,048   377   449,147 
Common dividends paid, $0.12 per share  -   -   -   (6,299)  -   -   (6,299)
Common dividends declared, $0.04 per share  -   -   -   (2,105)  -   -   (2,105)
Preferred dividends paid  -   -   -   (47)  -   -   (47)
2-for-1 common stock split, in the form of a stock dividend  -   27   -   (27)  -   -   - 
Issue 682,500 shares of common stock upon exercise of stock options  -   -   3,188   -   -   -   3,188 
Stock based compensation expense  -   -   1,198   -   -   -   1,198 
Other comprehensive income, net of tax  -   -   -   -   (3,672)  -   (3,672)
Net income  -   -   -   81,479   -   -   81,479 
Balance, December 31, 2016  -   53   215,932   307,151   (624)  377   522,889 
Common dividends paid, $0.15 per share  -   -   -   (7,935)  -   -   (7,935)
Common dividends declared, $0.05 per share  -   -   -   (2,649)  -   -   (2,649)
Preferred dividends paid  -   -   -   (62)  -   -   (62)
Issue 385,500 shares of common stock upon exercise of stock options  -   -   1,911   -   -   -   1,911 
35,010 Shares withheld in net settlement upon exercise of stock options  -   -   (1,320)  -   -   -   (1,320)
Issue 125 shares of REIT preferred stock  -   -   -   -   -   125   125 
Stock based compensation expense  -   -   1,170   -   -   -   1,170 
Other comprehensive income, net of tax  -   -   -   -   383   -   383 
Reclassification of the disproportionate tax effect of enactment of the Tax Cuts and Jobs Act of 2017  -   -   -   (43)  43   -   - 
Net income  -   -   -   93,092   -   -   93,092 
Balance, December 31, 2017 $-  $53  $217,693  $389,554  $(198) $502  $607,604 

See Notes to Consolidated Financial Statements.                                      

67

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)  

  Year Ended December 31,
  2017 2016 2015
OPERATING ACTIVITIES            
Net income $93,092  $81,479  $63,540 
Adjustments to reconcile net income to net cash provided by            
Deferred tax expense (benefit)  14,048   (1,728)  (4,876)
Provision for loan losses  23,225   13,398   12,847 
Depreciation  2,568   2,724   2,219 
Accretion on acquired loans  (464)  (980)  (1,954)
Amortization of core deposit intangible  277   334   376 
Net amortization of debt securities available for sale  4,019   4,197   4,713 
Increase in accrued interest and dividends receivable  (4,860)  (2,103)  (2,000)
Stock-based compensation expense  1,170   1,198   1,265 
Increase in accrued interest payable  570   2,032   340 
Proceeds from sale of mortgage loans held for sale  136,259   130,131   137,020 
Originations of mortgage loans held for sale  (132,208)  (122,832)  (136,603)
Loss (gain) on sale of debt securities available for sale  -   3   (29)
Gain on sale of mortgage loans held for sale  (3,835)  (3,725)  (2,682)
Net (gain) loss on sale of other real estate owned and repossessed assets  (33)  (18)  136 
Write down of other real estate owned and repossessed assets  23   603   643 
Operating losses of tax credit partnerships  79   202   152 
Increase in cash surrender value of life insurance contracts  (3,131)  (2,794)  (2,621)
Net change in other assets, liabilities, and other operating activities  (12,335)  (3,600)  3,781 
Net cash provided by operating activities  118,464   98,521   76,267 
INVESTMENT ACTIVITIES            
Purchase of debt securities available for sale  (83,004)  (157,483)  (81,781)
Proceeds from maturities, calls and paydowns of debt securities available for sale  84,637   65,347   46,271 
Proceeds from sale of debt securities available for sale  3,500   6,085   16,738 
Purchase of debt securities held to maturity  (66,002)  (38,139)  (202)
Proceeds from maturities, calls and paydowns of debt securities held to maturity  6,227   3,001   2,131 
Purchase of equity securities  (10)  (708)  (534)
Proceeds from sale of equity securities  -   4,628   - 
Increase in loans  (957,975)  (700,857)  (710,917)
Purchase of premises and equipment  (21,154)  (22,205)  (5,537)
Purchase of bank-owned life insurance contracts  (10,000)  (20,000)  - 
Expenditures to complete construction of other real estate owned  -   (3)  (118)
Proceeds from sale of other real estate owned and repossessed assets  1,533   1,340   3,428 
Investment in tax credit partnerships  -   (2,655)  (6,576)
Net cash paid in acquisition of Metro Bancshares, Inc.  -   -   (12,383)
Net cash used in investing activities  (1,042,248)  (861,649)  (749,480)
FINANCING ACTIVITIES            
Net increase in non-interest-bearing deposits  158,721   228,138   195,729 
Net increase in interest-bearing deposits  512,642   968,285   454,245 
Net (decrease) increase in federal funds purchased  (54,147)  3,584   85,870 
Proceeds from issuance of 5% subordinated notes due July 15, 2025  -   -   34,750 
Redemption of Series A Senior Non-Cumulative preferred stock  -   -   (40,000)
Proceeds from issuance of 4.5% subordinated notes due November 8, 2027, net of issuance cost  29,943   -   - 
Repayment of 5.5% subordinated notes due November 9, 2022  (20,000)  -   - 
Repayment of Federal Home Loan Bank advances  (400)  (400)  (300)
Proceeds from sale of preferred stock, net  125   -   125 
Proceeds from exercise of stock options  1,911   3,188   3,801 
Taxes paid in net settlement upon exercise of stock options  (1,320)  -   - 
Capitalized cost of shelf registration  -   -   (73)
Dividends paid on common stock  (10,040)  (7,858)  (5,883)
Dividends paid on preferred stock  (62)  (47)  (280)
Net cash provided by financing activities  617,373   1,194,890   727,984 
Net (decrease) increase in cash and cash equivalents  (306,411)  431,762   54,771 
Cash and cash equivalents at beginning of year  783,997   352,235   297,464 
Cash and cash equivalents at end of year $477,586  $783,997  $352,235 
SUPPLEMENTAL DISCLOSURE            
Cash paid for:            
Interest $34,763  $23,773  $17,275 
Income taxes  42,586   30,268   27,113 
Income tax refund  (492)  (929)  (50)
NONCASH TRANSACTIONS            
Other real estate acquired in settlement of loans $4,685  $4,112  $2,092 
Internally financed sales of other real estate owned  1,449   2,592   1,799 
Dividends declared  2,649   2,105   1,558 
Fair value of assets and liabilities from acquisition:            
Fair value of tangible assets acquired $-  $-  $204,985 
Intangible assets acquired  -   -   15,707 
Fair value of liabilities assumed  -   -   (180,410)
Net identifiable assets acquired over liabilities assumed $-  $-  $40,282 

See Notes to Consolidated Financial Statements.                    

68

 

SERVISFIRST BANCSHARES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. 1.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Operations

 

ServisFirst Bancshares, Inc. (the “Company”) was formed on August 16, 2007 and is a bank holding company whose business is conducted by its wholly-ownedwholly owned subsidiary ServisFirst Bank (the “Bank”). The Bank is headquartered in Birmingham, Alabama, and has provided a full range of banking services to individual and corporate customers throughout the Birmingham market since opening for business in May 2005. The Bank has since expanded into the Huntsville, Montgomery, Dothan and Mobile, Alabama, Pensacola, Sarasota and Tampa Bay, Florida, Atlanta, Georgia, Charleston, South Carolina and Nashville, Tennessee markets. The Bank owns all of the stock of SF Intermediate Holding Company, Inc., which, in turn, owns all of the stock of SF Holding 1, Inc., which, in turn, owns all of the common stock of the Company’s real estate investment trusts, SF Realty 1, Inc., SF FLA Realty, Inc., SF GA Realty, Inc. and SF TN Realty, Inc. More details about SF Intermediate Holding Company, Inc. and its subsidiaries are included in Note 11.

 

Reclassification

Certain amounts reported in prior years have been reclassified to conform to the current year’s presentation. These reclassifications had no effect on the Company’s results of operations, financial position, or net cash flow.

Basis of Presentation and Accounting Estimates

 

To prepare consolidated financial statements in conformity with U.S. generally accepted accounting principles, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loancredit losses, valuation of foreclosed real estate, goodwill and other intangibledeferred tax assets and the fair valuesvalue of financial instruments are particularly subject to change. All numbers are in thousands except share and per share data.

 

Basis of Consolidation

The consolidated financial statements include the accounts of the Company and other entities in which it has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation.

Cash, Due from Banks, Interest-Bearing Balances due from Financial Institutions

 

Cash and due from banks includesinclude cash on hand, cash items in process of collection, amounts due from banks and interest bearing balances due from financial institutions. For purposes of cash flows, cash and cash equivalents include cash and due from banks and federal funds sold. Generally, federal funds are purchased and sold for one-dayone-day periods. Cash flows from loans, mortgage loans held for sale, federal funds sold, and deposits are reported net.

 

The Bank is generally required to maintain reserve balances in cash or on deposit with the Federal Reserve Bank based on a percentage of deposits. However, in March 2020 the Federal Reserve Bank announced that it had reduced the required reserve ratio to zero percent effective March 26, 2020. The total of thosethe Bank’s required reserve balances was approximately $51.8$0 at December 31, 2020 and $33.9 million at December 31, 2017 and $39.2 million at December 31, 2016.2019.

 

Debt Securities

 

Securities are classified as available-for-sale when they might be sold before maturity. Unrealized holding gains and losses (for which no allowance for credit losses are recorded), net of tax, on securities available for sale are reported as a net amount in a separate component of stockholders’ equity until realized. Gains and losses on the sale of securities available for sale are determined using the specific-identification method. The amortization of premiums and the accretion of discounts are recognized in interest income using methods approximating the interest method over the period to maturity.

 

Declines in the fair value of available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. Securities are classified as held-to-maturity when the Company has the positive intent and ability to hold the securities to maturity. Held-to-maturity securities are reported at amortized cost. In determining the existence of other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

Investments in Equity Securities Carried at Cost

Investments in restricted equity securities without a readily determinable market value are carried at cost.

Mortgage Loans Held for Sale

 

The Company classifies certain residential mortgage loans as held for sale. Typically, mortgage loans held for sale are sold to a third party-party investor within a very short time period. The loans are sold without recourse and servicing is not retained. Net fees earned from this banking service are recorded in noninterest income.

 

69
72

In the course of originating mortgage loans and selling those loans in the secondary market, the Company makes various representations and warranties to the purchaser of the mortgage loans. Each loan is underwritten using government agency guidelines. Any exceptions noted during this process are remedied prior to sale. These representations and warranties also apply to underwriting the real estate appraisal opinion of value for the collateral securing these loans. Under the representations and warranties, failure by the Company to comply with the underwriting and/or appraisal standards could result in the Company being required to repurchase the mortgage loan or to reimburse the investor for losses incurred (make whole requests) if such failure cannot be cured by the Company within the specified period following discovery. The Company continues to experience an insignificant level of investor repurchase demands. There were no expenses incurred as part of these buyback obligations for the years ended December 31, 2017 2020 and 2016.2019.

 

Loans

 

Loans are reported at unpaid principal balances, less unearned fees and the allowance for loancredit losses. Interest on all loans is recognized as income based upon the applicable rate applied to the daily outstanding principal balance of the loans. Interest income on nonaccrual loans is recognized on a cash basis or cost recovery basis until the loan is returned to accrual status. A loan may be returned to accrual status if the Company is reasonably assured of repayment of principal and interest and the borrower has demonstrated sustained performance for a period of at least six months. Loan fees, net of direct costs, are reflected as an adjustment to the yield of the related loan over the term of the loan. The Company does not have a concentration of loans to any one industry.

 

The accrual of interest on loans is discontinued when there is a significant deterioration in the financial condition of the borrower and full repayment of principal and interest is not expected or the principal or interest is more than 90 days past due, unless the loan is both well-collateralized and in the process of collection. Generally, all interest accrued but not collected for loans that are placed on nonaccrual status are reversed against current interest income. Interest collections on nonaccrual loans are generally applied as principal reductions. The Company determines past due or delinquency status of a loan based on contractual payment terms.

 

A loan is considered impaired when it is probable the Company will be unable to collect all principal and interest payments due according to the contractual terms of the loan agreement. Individually identified impaired loans are measured based on the present value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent. If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance may be established as part of the allowance for loan losses. Changes to the valuation allowance are recorded as a component of the provision for loan losses.

Impaired loans also include troubledTroubled debt restructurings (“TDRs”). In are concessions granted to borrowers in the normal course of business, management grants concessions to borrowers, which would not otherwise be considered, where the borrowers are experiencing financial difficulty. The concessions granted most frequently for TDRs involve reductions or delays in required payments of principal and interest for a specified time, the rescheduling of payments in accordance with a bankruptcy plan or the charge-off of a portion of the loan. In some cases, the conditions of the credit also warrant nonaccrual status, even after the restructure occurs. As part of the credit approval process, the restructured loans are evaluated for adequate collateral protection in determining the appropriate accrual status at the time of restructure. TDR loans may be returned to accrual status if there has been at least a six month-month sustained period of repayment performance by the borrower.

 

Acquired loans

Allowance for Credit Losses

As described below under Recently Adopted Accounting Pronouncements, the Company adopted ASU 2016-13,Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL”) effective January 1, 2020.

Allowance for Credit Losses – Available-for-Sale Debt Securities: For available-for-sale debt securities in an unrealized loss position, the Company will first assess whether i) it intends to sell or ii) it is more likely than not that it will be required to sell the debt security before recovery of its amortized cost basis. If either case is applicable, any previously recognized allowances are recorded atcharged off and the debt security’s amortized cost is written down to fair value atthrough income. If neither case is applicable, the date of acquisition, and accordingly no allowance for loandebt security is evaluated to determine whether the decline in fair value has resulted from credit losses or other factors. In making this assessment, the Company considers the extent to which fair value is transferredless than amortized cost, any changes to the acquiring entity in connection with acquisition accounting. The fair values of loans with evidence of credit deterioration (purchased, credit impaired loans) are initially recorded at fair value, but thereafter accounted for differently than purchased, non-credit impaired loans. For purchased credit impaired loans, cash flows are estimated at Day 1 and discounted at a market interest rate which creates accretable yield to be recognized over the liferating of the loan. Contractual principaldebt security by a rating agency and interest payments notany adverse conditions specifically related to the debt security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the debt security are considered non-accretable difference. Subsequentcompared to the acquisition date, management continues to monitoramortized cost basis of the debt security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount by which the fair value is less than the amortized cost basis. Any impairment that has not been recorded through allowance for credit losses is recognized in other comprehensive income, net of tax. Adjustments to the allowance are reported in the income statement as a component of credit loss expense. Available-for-sale debt securities are charged off against the allowance or, in the absence of any allowance, written down through income when deemed uncollectible by the Company or when either of the aforementioned criteria regarding intent or requirement to sell is met. Accrued interest receivable on a quarterly basis, to determineavailable-for-sale debt securities is excluded from the performanceestimate of each purchased credit impaired loan in comparison to management’s initial performance expectations.losses.

 

73

Subsequent decreases toAllowance for Credit Losses – Loans: For loans the expected cash flows will generally result in a provisionallowance for loan losses. Subsequent significant increases in cash flows result in a reversal of the provision for loancredit losses to the extent of prior provisions or a reclassification of amount from non-accretable difference to accretable yield, with a positive impact on the accretion of interest income in future periods.

Acquired performing loans are accounted for using the contractual cash flows method of recognizing discount accretionis based on the acquired loans’ contractual cash flows. Acquired performing loans are recorded as of the acquisition date at fair value, considering credit and other risks, with no separate allowance for loan losses account. Credit losses on the acquired performing loans are estimated in future periods based on analysis of the performing portfolio. A provision for loan losses is recognized for any further credit deterioration that occurs in these loans subsequent to the acquisition date. Fair value discounts on Day 1 are accreted as interest income over the life of the loans.

70

Allowance for Loan Losses

The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management’sCompany’s evaluation of the collectabilityloan 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, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, economic conditions, industry and peer bank loan quality indications and other risks inherent in the portfolio. Allowances for impaired loans are generally determined based on collateral values or the present value of the estimated cash flows.pertinent factors, including regulatory recommendations. The process is inherently subjective and subject to significant change as it requires material estimates. The allowance is increased by a provision for loancredit losses, which is charged to expense, and reduced by charge-offs, net of recoveries. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for losses on loans.credit losses. Such agencies may require the Company to recognize adjustments to the allowance based on their judgments about information available to them at the time of their examination.

 

Loans with similar risk characteristics are evaluated in pools and, depending on the nature of each identified pool, the Company utilizes a discounted cash flow (“DCF”), probability of default / loss given default (“PD/LGD”) or remaining life method. The historical loss experience estimate by pool is then adjusted by forecast factors that are quantitatively related to the Company’s historical credit loss experience, such as national unemployment rates and gross domestic product. Losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable period losses are reverted to long term historical averages. The reasonable and supportable period and reversion period are re-evaluated each quarter by the Company and are dependent on the current economic environment among other factors.

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

Credit losses for loans that nolonger share similar risk characteristics with the collectively evaluated pools are excluded from the collective evaluation and estimated on an individual basis. Individual evaluations are performed for nonaccrual loans, loans rated substandard, and modified loans classified as troubled debt restructurings. Specific allowances were estimated based on oneof several methods, including the estimated fair value of the underlying collateral, observable market value of similar debt or the present value of expected cash flows.

The Company measures expected credit losses over the contractual term of a loan, adjusted for estimated prepayments. The contractual term excludes expected extensions, renewals and modifications unless there is a reasonable expectation that a troubled debt restructuring will be executed. Credit losses are estimated on the amortized cost basis of loans, which includes the principal balance outstanding, purchase discounts and premiums and deferred loan fees and costs. Accrued interest receivable on loans is excluded from the estimate of credit losses.

Allowance for Credit Losses – Unfunded Loan Commitments: For unfunded loan commitments the allowance for credit losses is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which the Company is exposed to credit risk resulting from a contractual obligation to extend credit. No allowance is recognized if the Company has the unconditional right to cancel the obligation. The allowance is reported as a component of other liabilities within the consolidated balance sheets. Adjustments to the allowance for credit losses – unfunded commitments are reported in the income statement as a component of other operating expense.

Foreclosed Real Estate

 

Foreclosed real estate includes both formally foreclosed property and in-substance foreclosed property. At the time of foreclosure, foreclosed real estate is recorded at fair value less cost to sell, which becomes the property’s new basis. Any write downs based on the asset’s fair value at date of acquisition are charged to the allowance for loancredit losses. After foreclosure, these assets are carried at the lower of their new cost basis or fair value less cost to sell. Costs incurred in maintaining foreclosed real estate and subsequent adjustments to the carrying amount of the property are included in other operating expenses.

 

Premises and Equipment

 

Premises and equipment are stated at cost less accumulated depreciation. Expenditures for additions and major improvements that significantly extend the useful lives of the assets are capitalized. Expenditures for repairs and maintenance are charged to expense as incurred. Assets which are disposed of are removed from the accounts and the resulting gains or losses are recorded in operations. Depreciation is calculated on a straight-line basis over the estimated useful lives of the related assets (3 to 39.5 years).

 

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Leasehold improvements are amortized on a straight-line basis over the lesser of the lease terms or the estimated useful lives of the improvements.

 

Leases

The Company leases certain office space and equipment under operating leases. In 2019, the Company adopted certain accounting standard updates related to accounting for leases which requires operating leases be recognized as a liability to make lease payments and as an asset representing the right to use the asset during the lease term, or “lease liability” and “right-of-use asset”, respectively. The lease liability is measured by the present value of remaining lease payments, discounted at the Company’s incremental borrowing rate. The Company reports its right-of-use assets in other assets and its lease liabilities in other liabilities.

Certain of the leases include one or more renewal options that extend the initial lease term 1 to 5 years. The exercise of lease renewal options is typically at the Company’s sole discretion; therefore, a majority of renewals to extend lease terms are not included in the right-of-use assets and lease liabilities as they are not reasonably certain to be exercised. Renewal options are regularly evaluated and when they are reasonably certain to be exercised, are included in lease terms.

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

The Company does not recognize short-term leases on its balance sheet. A short-term operating lease has an original term of 12 months or less and does not have a purchase option that is likely to be exercised.

Bank Owned Life Insurance (BOLI)

BOLI is comprised of long-term life insurance contracts on the lives of certain current and past employees where the insurance policy benefit and ownership are retained by the employer.  Its cash surrender value is an asset that the Company uses to partially offset the future cost of employee benefits.  The cash surrender value accumulation on BOLI is permanently tax deferred if the policy is held to the insured person’s death and certain other conditions are met.

Goodwill and Other Identifiable Intangible Assets

 

Other identifiable intangible assets include a core deposit intangible recorded in connection with the acquisition of Metro Bancshares, Inc. The core deposit intangible is being amortized over 7 years and the estimated useful life is periodically reviewed for reasonableness.

 

The Company has recorded $13.6 million of goodwill at December 31, 2017 2020 in connection with the acquisition of Metro Bancshares, Inc. in 2015. The Company tests its goodwill for impairment annually unless interim events or circumstances make it more likely than not that an impairment loss has occurred. Impairment is defined as the amount by which the implied fair value of the goodwill is less than the goodwill’s carrying value. Impairment losses, if incurred, would be charged to operating expense. For the purposes of evaluating goodwill, the Company has determined that it operates only one1 reporting unit.

 

Derivatives and Hedging Activities

 

As part of its overall interest rate risk management, the Company uses derivative instruments, which can include interest rate swaps, caps, and floors.  Financial Accounting Standards Board (“FASB”) ASC 815-10, 815-10,Derivatives and Hedging, requires all derivative instruments to be carried at fair value on the balance sheet.  This accounting standard provides special accounting provisions for derivative instruments that qualify for hedge accounting.  To be eligible, the Company must specifically identify a derivative as a hedging instrument and identify the risk being hedged.  The derivative instrument must be shown to meet specific requirements under this accounting standard.

 

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The Company designates the derivative on the date the derivative contractpurchased an interest rate cap in May of 2020 to limit exposures to increases in interest rates. The interest rate cap is entered into as (1) a hedge of the fair value of a recognized asset or liability or of an unrecognized firm commitment (a “fair-value” hedge) or (2) a hedge of a forecasted transaction of the variability of cash flows to be received or paid related to a recognized asset or liability (a “cash-flow” hedge). Changes in the fair value of a derivative that is highly effectivenot designated as a fair-value hedge, and that is designated and qualifieshedging instrument but rather as a fair-value hedge, along with the loss or gain on the hedged asset or liability thatstand-alone derivative. The interest rate cap has an original term of three years, a notional amount of $300 million and is attributabletied to the hedged risk (including losses or gains on firm commitments), are recorded in current-period earnings. The effective portionone-month LIBOR rate with a strike rate of the changes in the fair value0.50%. See Note 12 Derivatives for more discussion of a derivative that is highly effective and that is designated and qualifies as a cash-flow hedge is recorded in other comprehensive income, until earnings are affected by the variability of cash flows (e.g., when periodic settlements on a variable-rate asset or liability are recorded in earnings). The remaining gain or loss on the derivative, if any, in excess of the cumulative change in the present value of future cash flows of the hedged item is recognized in earnings.

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The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivatives that are designated as fair-value or cash-flow hedges to specific assets and liabilities on the balance sheet or to specific firm commitments or forecasted transactions. The Company also formally assessed, both at the hedge’s inception and on an ongoing basis (if the hedges do not qualify for short-cut accounting), whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in fair values or cash flows of hedged items. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Company discontinues hedge accounting prospectively, as discussed below. The Company discontinues hedge accounting prospectively when: (1) it is determined that the derivative is no longer effective in offsetting changes in the fair value or cash flows of a hedged item (including firm commitments or forecasted transactions); (2) the derivative expires or is sold, terminated, or exercised; (3) the derivative is re-designated as a hedge instrument, because it is unlikely that a forecasted transaction will occur; (4) a hedged firm commitment no longer meets the definition of a firm commitment; or (5) management determines that designation of the derivative as a hedge instrument is no longer appropriate.

When hedge accounting is discontinued because it is determined that the derivative no longer qualifies as an effective fair-value hedge, hedge accounting is discontinued prospectively and the derivative will continue to be carried on the balance sheet at its fair value with all changes in fair value being recorded in earnings but with no offsetting being recorded on the hedged item or in other comprehensive income for cash flow hedges.this interest rate cap. 

 

The Company uses derivatives to hedge interest rate exposures associated with mortgage loans held for sale and mortgage loans in process. The Company regularly enters into derivative financial instruments in the form of forward contracts, as part of its normal asset/liability management strategies. The Company’s obligations under forward contracts consist of “best effort” commitments to deliver mortgage loans originated in the secondary market at a future date. Interest rate lock commitments related to loans that are originated for later sale are classified as derivatives. In the normal course of business, the Company regularly extends these rate lock commitments to customers during the loan origination process. The fair values of the Company’s forward contract and rate lock commitments to customers as of December 31, 2017 2020 and 20162019 were not material and have not been recorded.

 

Revenue Recognition

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

The majority of revenue-generating transactions are excluded from the scope of ASC 606, including revenue generated from financial instruments, such as securities and loans. Revenue-generating transactions that are within the scope of ASC 606, classified within non-interest income, are described as follows:

Deposit account service charges – represent service fees for monthly activity and maintenance on customer accounts. Attributes can be transaction-based, item-based or time-based. Revenue is recognized when our performance obligation is completed which is generally monthly for maintenance services or when a transaction is processed. Payment for such performance obligations are generally received at the time the performance obligations are satisfied.

Credit card rewards program membership fees – represent memberships in our credit card rewards program and are paid annually by our cardholders at the time they open an account and on each anniversary. Revenue is recognized ratably over the membership period.

Other non-interest income primarily includes income on bank owned life insurance contracts, letter of credit fees and gains on sale of loans held for sale, none of which are within the scope of ASC 606.

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Income Taxes

 

Income tax expense is the total of the current year income tax due or refundable and the change in deferred tax assets and liabilities. Deferred tax assets and liabilities are the expected future tax amounts for the temporary differences between carrying amounts and tax bases of assets and liabilities, computed using enacted tax rates. A valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized.

;

The Company follows the provisions of ASC 740-10,740-10, Income Taxes. ASC 740-10740-10 establishes a single model to address accounting for uncertain tax positions. ASC 740-10740-10 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. ASC 740-10740-10 also provides guidance on derecognition measurement classification interest and penalties, accounting in interim periods, disclosure, and transition. ASC 740-10740-10 provides a two-steptwo-step process in the evaluation of a tax position. The first step is recognition. A Company determines whether it is more likely than not that a tax position will be sustained upon examination, including a resolution of any related appeals or litigation processes, based upon the technical merits of the position. The second step is measurement. A tax position that meets the more likely than not recognition threshold is measured at the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement.

 

Stock-Based Compensation

 

At December 31, 2017, 2020, the Company had twoa stock-based compensation plansplan for grants of equity compensation to key employees and directors.  These plans haveThe plan has been accounted for under the provisions of FASB ASC 718-10, 718-10,Compensation – Stock Compensation, with respect to employee stock options and under the provisions of FASB ASC 505-50, 505-50,Equity-Based Payments to Non-Employees, with respect to non-employee stock options.  Specifically, awards to employees are accounted for using the fair value basedvalue-based method of accounting.  Stock compensation costs are recognized prospectively for all new awards granted under the stock-based compensation plans.  Compensation expense related to share options is calculated using a method that is based on the underlying assumptions of the Black-Scholes-Merton option pricing model and is charged to expense over the requisite service period (e.g. vesting period).  Compensation expense related to restricted stock awards is based upon the fair value of the awards on the date of grant and is charged to earnings over the requisite service period of the award.

 

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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.

 

Loan Commitments and Related Financial Instruments

 

Financial instruments, which include credit card arrangements, commitments to make loans and standby letters of credit, are issued to meet customer financing needs. The face amount for these items represents the exposure to loss before considering customer collateral or ability to repay. Such financial instruments are recorded when they are funded. Instruments such as stand-by letters of credit are considered financial guarantees in accordance with FASB ASC 460-10.460-10. The fair value of these financial guarantees is not material.

 

The allowance for credit losses on loan commitments is a liability account, calculated in accordance with ASC 326, representing expected credit losses over the contractual period for which the Company is exposed to credit risk resulting from a contractual obligation to extend credit.  No allowance is recognized if the Company has the unconditional right to cancel the obligation.  Adjustments to the allowance are reported in our income statement as a component of credit loss expenses.

Fair Value of Financial Instruments

 

Fair values of financial instruments are estimated using relevant market information and other assumptions, as more fully disclosed in Note 23.21. Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates, credit risk, prepayments, and other factors, especially in the absence of broad markets for particular items. Changes in assumptions or in market conditions could significantly affect the estimates.

 

Comprehensive Income

 

Comprehensive income consists of net income and other comprehensive income. Accumulated comprehensive income, which is recognized as a separate component of equity, includes unrealized gains and losses on securities available for sale.

 

Advertising

 

Advertising costs are expensed as incurred. Advertising expense for the years ended December 31, 2017, 20162020, 2019 and 20152018 was $716,000, $544,000$338,000, $581,000 and $562,000,$557,000, respectively. Advertising typically consists of local print media aimed at businesses that the Company targets as well as sponsorships of local events in which the Company’s clients and prospects are involved.

 

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Recently Adopted Accounting Pronouncements

 

In February 2015, June 2016, the FASB issued ASU No. 2015-02,2016-13, ConsolidationFinancial Instruments-Credit Losses (Topic 810)326): Amendments toMeasurement of Credit Losses on Financial Instruments, which is essentially the Consolidation Analysis.  The amendments modifyfinal rule on use of the evaluationso-called CECL model, or current expected credit losses.  Among other things, ASC 326 requires the measurement of all expected credit losses for financial assets held at the reporting organizations must perform to determine if certain legal entities should be consolidated as VIEs. Specifically, the amendments: (1) modify the evaluation of whether limited partnershipsdate based on historical experience, current conditions, and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) eliminate the presumptionreasonable and supportable forecasts that a general partner should consolidate a limited partnership; (3) affect the consolidation analysiscollectability of reporting entities that the reported amount.  Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates.  In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration.  The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), enacted on March 27, 2020, gave financial institutions the option to delay adoption of CECL.  The Company elected to delay its adoption of the update until the earlier of the date the national emergency concerning COVID-19 terminates or December 31, 2020, with an effective retrospective adoption date of January 1, 2020.  Amounts reported for periods beginning on or after January 1, 2020 are involved with VIEs, particularly those that have fee arrangementspresented under ASC 326, except quarterly periods in 2020, as shown in Note 23, which were not restated under CECL and related party relationships; and (4) provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operateall prior period information is presented in accordance with requirements that are similarpreviously applicable GAAP.  Based on prevailing economic conditions and forecasts as of January 1, 2020, the Company recognized a cumulative net increase to thoseretained earnings of $1.1 million, net of tax, attributable to a decrease in Rule 2a-7the allowance for credit losses of $2.0 million, an increase in the Investment Company Actallowance for off balance sheet credit exposures of 1940 for registered money market funds.$0.5 million, and a decrease in deferred tax assets of $0.4 million.  This was the result of implementing a more quantitative methodology. The amendmentscommercial, financial, and agricultural loan category decreased $8.2 million due to the portfolio primarily consisting of loans with generally short contractual maturities.  This was partially offset by an increase of $6.2 million in ASU No. 2015-02the real estate – construction loan category due to the application of peer loss rates within the discounted cash flow pool reserve methodology. Peer historical loss rates were effective for interim and annual reporting periods beginning after December 15, 2015. The Company holds limited partnership interestsutilized to better align with loss expectations given the Company’s low historical loss experience in partnerships that have bought Federal Low-Income Housing, Federal Historic Rehabilitation, and Statethis category. See Note 3 – Loans, which shows the impact of Alabama New Markets tax credits. The Company does not consider its interest in such partnerships to be subject to consolidation under VIE rules.adopting ASC 326 by loan segment.

 

In MarchFebruary 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”), which is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for annual periods beginning after December 15, 2016 and interim periods within those annual periods. Early adoption was permitted. The Company elected to early adopt the provisions of this ASU during the second quarter of 2016, and retrospectively apply the changes in accounting for stock compensation back to the first quarter of 2016. Accordingly, the Company recognized a reduction in its provision for income taxes for 2017 and 2016 of $4.6 million and $4.8 million, respectively. Prior to the adoption of ASU 2016-09, such tax benefits were recorded as an increase to additional paid-in capital.

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In March 2016, the FASB issued ASU 2016-07, Investments – Equity Method and Joint Ventures (Topic 323), Simplifying the Transition to the Equity Method of Accounting. The amendments eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method. The amendments became effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increase the level of ownership interest or degree of influence that result in the adoption of the equity method. Adoption of this standard has not affected the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments – Equity Method and Joint Ventures (Topic 323) – Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings. ASU 2017-03 provides amendments that add paragraph 250-10-S99-6 which includes the text of "SEC Staff Announcement: Disclosure of the Impact That Recently Issued Accounting Standards Will Have on the Financial Statements of a Registrant When Such Standards Are Adopted in a Future Period” (in accordance with Staff Accounting Bulletin (SAB) Topic 11.M). Registrants are required to disclose the effect that recently issued accounting standards will have on their financial statements when adopted in a future period. In cases where a registrant cannot reasonably estimate the impact of the adoption, then additional qualitative disclosures should be considered to assist the reader in assessing the significance of the standard's impact on its financial statements. The Company has enhanced its disclosures regarding the impact recently issued accounting standards adopted in a future period will have on its accounting and disclosures.

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

Recent Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue From Contracts With Customers (Topic 606). These amendments affect any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance, and creates a Topic 606, Revenue from Contracts with Customers. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. The ASU allows for either full retrospective or modified retrospective adoption. In August 2015, the FASB issued ASU 2015-14, Revenue From Contracts With Customers (Topic 606): Deferral of the Effective Date. This ASU defers the effective date of ASU 2014-09, Revenue From Contracts With Customers (Topic 606), by one year. The new guidance is effective for interim and annual reporting periods beginning after December 15, 2017. The Company’s revenue is more significantly weighted towards net interest income on financial assets and liabilities, which is explicitly excluded from the scope of the new standard, and noninterest income has not been as significant. The Company assessed its revenue streams and reviewed its contracts with customers that are affected by the new guidance including fees on deposits, gains and losses on the sale of other real estate owned, credit and debit card interchange fees, and credit card revenue, to determine the potential impact the new guidance has on the Company’s consolidated financial statements. The Company’s revenue recognition pattern for these revenue streams is not materially different from current practice. The amendments in this ASU are effective for the Company on January 1, 2018 using a modified retrospective transition approach and will not have a significant impact on the Company’s consolidated financial statements.

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In January 2016, the FASB issued ASU 2016-01, Financial Instruments Overall (Topic 825): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments in ASU 2016-1: (a) require equity investments (except for those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income; (b) simplify the impairment assessment of equity securities without readily determinable fair values by requiring a qualitative assessment to identify impairment; (c) eliminate the requirement for public business entities to disclose the method and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; (d) require public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; (e) require an entity to present separately in other comprehensive income, the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; (f) require separate presentation of financial assets and financial liabilities by measurement category and form of financial assets on the balance sheet or the notes to the financial statements; and (g) clarify that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. The amendments in this ASU are effective for the Company on January 1, 2018 and will not have a material impact on the Company’s consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02,02, Leases (Topic 842)842). The FASB issued this ASU to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet by lessees for those leases classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. The amendments in this ASU are effective for public business entities for annual periods and interim periods within those annual periods beginning after December 15, 2018. Early application of this ASU is permitted for all entities. In January 2018,The Company adopted the FASB issued a proposal to allow an additionalamendments in this ASU by applying the alternative transition method that would allow entities to not apply the guidance in ASU 2016-02 in theallowing comparative periods presented in the financial statementsto not be restated and instead recognize a cumulative-effectany cumulative effect adjustment to the opening balance of retained earnings in the periodto be recognized as of adoption. January 1, 2019. The Company elected the three practical expedients allowed by the amendments as follows: 1) forego an assessment of whether any existing contracts are or contain leases, many2) forego an assessment of its banking offices under lease agreements it classifiesthe classification of existing leases as to whether they are operating leases or capital leases, and 3) forego an assessment of direct costs for any existing leases. Management currently anticipates recognizingUpon adoption on January 1, 2019 the Company recorded a right-of-use asset of approximately $15.3 million and a lease liability associated with its long-term operating leases, which among other things, will increase the amount of risk-weighted assets it reports in the calculation of its regulatory capital ratios.approximately $15.3 million. See Note 6 – Leases.

 

In June 2016, March 2017, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which is essentially the final rule on use of the so-called CECL model, or current expected credit losses. Among other things, the amendments in this ASU require the measurement of all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. For SEC filers, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019, with later effective dates for non-SEC registrant public companies and other organizations. Early adoption will be permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently evaluating the impact of the amendments in this ASU on its consolidated financial statements, and is collecting data that will be needed to produce historical inputs into any models created as a result of adopting this ASU.

In March 2017 the FASB issued ASU 2017-08,-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20)310-20), Premium Amortization on Purchased Callable Debt Securities. The amendments shorten the amortization period for certain callable debt securities held at a premium. Specifically, the amendments require the premium to be amortized to the earliest call date. The amendments do not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. The amendments in this ASU arewere effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption iswas permitted. The amendments shouldwere to be applied on a modified retrospective basis, with a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption. The amendments in this ASU will did not impact the Company’s financial statementsConsolidated Financial Statements, as it has always amortized premiums to the first call date.

 

In May 2017, June 2018, the FASB issued ASU No. 2017-09,2018-07, Compensation – Stock Compensation (Topic 718), Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718,Compensation - Stock Compensation, (Topic 718), Scope of Modification Accounting.which previously only included share-based payments to employees, to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The guidance isin this ASU were effective for allpublic business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. 2018. Early adoption iswas permitted, includingbut no earlier than a company’s adoption in an interim period.date of Topic 606, Revenue from Contracts with Customers. The amendments inCompany adopted this ASU shouldeffective January 1, 2019; however, the amendments did not have an impact on the Company’s Consolidated Financial Statements because it does not have any unvested stock-based payment awards currently outstanding to nonemployees.

In July 2018, the FASB issued ASU 2018-13,Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. This ASU eliminated, added-to or modified certain disclosure requirements for fair value measurements. Among the changes, entities no longer are required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, however, entities are required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 fair value measurements. ASU No.2018-13 was effective for interim and annual reporting periods beginning after December 15, 2019. As ASU No.2018-13 only revised disclosure requirements, it did not have a material impact on the Company’s Consolidated Financial Statements.

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Recent Accounting Pronouncements

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

In August 2020, FASB issued ASU 2020-06,Debt-Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Topic 815): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The update is intended to simplify accounting for convertible instruments by removing major separation models required under current U.S. GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The update removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The update also simplifies the diluted earnings per share calculation in certain areas. The update is effective for the Company for its fiscal year beginning after December 15, 2021, including interim periods within those years. Early adoption will be permitted. The Company does not currently have any convertible debt instruments outstanding so does not believe that the amendments in this ASUupdate will have noan impact on its consolidated financial statements since there have been no modifications to any of its share-based payment awards.statements.

 

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NOTE 2 - ACQUISITION

On January 31, 2015, the Company completed its acquisition of Metro Bancshares, Inc. (“Metro”) and Metro Bank, Metro’s wholly-owned bank subsidiary, for an aggregate of $20.9 million in cash and 1,273,184 shares of Company common stock. The acquisition of Metro was the Company’s entrance into the greater Atlanta, Georgia area with two added banking offices.

The estimated fair value of the purchased credit impaired loans acquired in the Metro transaction on January 31, 2015 was $5.1 million, which amount is immaterial to the Company’s consolidated financial statements.

Pro forma financial information is not provided because such amounts are immaterial to the Company’s consolidated financial statements.

NOTE 3.2.     DEBT SECURITIES

 

The amortized cost and fair values of available-for-sale and held-to-maturity debt securities at December 31, 2017 2020 and 20162019 are summarized as follows:

 

   Gross Gross     

Gross

 

Gross

 

Allowance

   
 Amortized Unrealized Unrealized Market 

Amortized

 

Unrealized

 

Unrealized

 

For Credit

 

Market

 
 Cost Gain Loss Value 

Cost

  

Gain

  

Loss

  

Losses

  

Value

 
December 31, 2017 (In Thousands)

December 31, 2020

 

(In Thousands)

 
Securities Available for Sale                           
U.S. Treasury and government sponsored agencies $55,567  $38  $(249) $55,356 

U.S. Treasury Securities

 $13,993  $364  $0  $-  $14,357 

Government Agency Securities

 15,228  230  0  -  15,458 
Mortgage-backed securities  278,177   1,006   (2,685)  276,498  477,407  17,720  (18) -  495,109 
State and municipal securities  134,641   761   (553)  134,849  37,671  444  0  -  38,115 
Corporate debt  69,996   1,416   (35)  71,377   316,857   7,296   (504)  -   323,649 
Total $538,381  $3,221  $(3,522) $538,080  $861,156  $26,054  $(522) $-  $886,688 
Securities Held to Maturity                

Debt Securities Held to Maturity

           
State and municipal securities  250   -   -   250   250   0   0   -   250 
Total $250  $-  $-  $250  $250  $0  $0  $-  $250 
                 
December 31, 2016                

December 31, 2019

           
Securities Available for Sale                           
U.S. Treasury and government sponsored agencies $45,998  $382  $(126) $46,254 

U.S Treasury Securities

 $48,923  $291  $(4) $-  $49,210 

Government Agency Securities

 18,245  143  (2) -  18,386 
Mortgage-backed securities  228,843   1,515   (3,168)  227,190  470,513  4,859  (1,318) -  474,054 
State and municipal securities  139,504   1,120   (694)  139,930  56,951  335  (14) -  57,272 
Corporate debt  8,985   16   -   9,001   157,549   3,098   (170)  -   160,477 
Total $423,330  $3,033  $(3,988) $422,375  $752,181  $8,726  $(1,508) $-  $759,399 
Securities Held to Maturity                
Mortgage-backed securities  19,164   321   (245)  19,240 

Debt Securities Held to Maturity

           
State and municipal securities  5,888   315   (12)  6,191   250   0   0   -   250 
Corporate debt  37,512   374   (15)  37,871 
Total $62,564  $1,010  $(272) $63,302  $250  $0  $0  $-  $250 

 

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

 

79

At year-end 20172020 and 2016,2019, there were no holdings of debt securities of any issuer, other than the U.S. government and its agencies, in an amount greater than 10% of stockholders’ equity.

In the fourth quarter of 2017, the Company transferred its held-to-maturity investment portfolio to available-for-sale in order to provide more flexibility managing its investment portfolio. As a result, the Company is prohibited from classifying any investment securities bought during the two years following the transfer as held-to-maturity.

 

The amortized cost and fair value of debt securities as of December 31, 2017 2020 and 20162019 by contractual maturity are shown below. Actual maturities may differ from contractual maturities because the issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

76

 December 31, 2017 December 31, 2016 

December 31, 2020

  

December 31, 2019

 
 Amortized Cost Market Value Amortized Cost Market Value 

Amortized Cost

  

Market Value

  

Amortized Cost

  

Market Value

 
 (In Thousands) 

(In Thousands)

 
Debt securities available for sale                         
Due within one year $22,122  $22,172  $28,270  $28,400  $30,797  $31,060  $58,722  $58,975 
Due from one to five years  160,773   160,563   152,347   153,003  59,828  61,481  90,034  91,005 
Due from five to ten years  73,362   74,684   13,870   13,782  288,002  293,886  129,501  131,914 
Due after ten years  3,947   4,163   -   -  5,122  5,152  3,411  3,451 
Mortgage-backed securities  278,177   276,498   228,843   227,190   477,407   495,109   470,513   474,054 
 $538,381  $538,080  $423,330  $422,375  $861,156  $886,688  $752,181  $759,399 
                 
Debt securities held to maturity                         
Due from one to five years $250  $250  $250  $250  $250  $250  $250  $250 
Due from five to ten years  -   -   34,251   34,617 
Due after ten years  -   -   8,899   9,195 
Mortgage-backed securities  -   -   19,164   19,240 
 $250  $250  $62,564  $63,302  $250  $250  $250  $250 

 

The following table shows the gross unrealized losses and fair value of debt securities, aggregated by category and length of time that securities have been in a continuous unrealized loss position at December 31, 2017 2020 and 2016. In estimating other-than-temporary impairment2019.

  

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)

 

December 31, 2020

                        

U.S. Treasury Securities

 $0  $0  $0  $0  $0  $0 

Government Agency Securities

  0   0   0   0   0   0 

Mortgage-backed securities

  (18)  3,667   0   0   (18)  3,667 

State and municipal securities

  0   0   0   0   0   0 

Corporate debt

  (504)  59,576   0   0   (504)  59,576 

Total

 $(522) $63,243  $0  $0  $(522) $63,243 
                         

December 31, 2019

                        

U.S. Treasury Securities

 $(4) $3,012  $0  $0  $(4) $3,012 

Government Agency Securities

  (2)  266   0   0   (2)  266 

Mortgage-backed securities

  (1,206)  153,330   (112)  24,911   (1,318)  178,241 

State and municipal securities

  (4)  1,900   (10)  2,647   (14)  4,547 

Corporate debt

  (170)  19,981   0   0   (170)  19,981 

Total

 $(1,386) $178,489  $(122) $27,558  $(1,508) $206,047 

At December 31, 2020, 0 allowance for credit losses management considers, among other things, the length of time and the extent to which the fair value has been less than cost,recognized on available for sale debt securities in an unrealized loss position as the financial condition and near-term prospectsCompany does not believe any of the issuer anddebt securities are credit impaired. This is based on the intent and abilityCompany’s analysis of the risk characteristics, including credit ratings, and other qualitative factors related to available for sale debt securities. The issuers of these debt securities continue to make timely principal and interest payments under the contractual terms of the securities. Furthermore, the Company does not intend to holdsell these debt securities and it is more likely than not that the security for a periodCompany will not be required to sell the debt securities before recovery of time sufficient to allow for any anticipated recovery in fair value.their amortized cost, which may be at maturity. The unrealized losses shown in the following table are primarily due to increases in market interest rates over the yields available at the time of purchase of the underlying securities and not credit quality. Because 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 basis, which may be maturity, the Company does not consider these securities to be other-than-temporarily impaired at December 31, 2017. There were no other-than-temporary impairments for the years ended December 31, 2017, 2016 and 2015.

  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)
December 31, 2017            
U.S. Treasury and government sponsored agencies $(151) $33,401  $(98) $2,926  $(249) $36,327 
Mortgage-backed securities  (986)  140,432   (1,699)  75,903   (2,685)  216,335 
State and municipal securities  (450)  66,637   (103)  6,648   (553)  73,285 
Corporate debt  (35)  6,955   -   -   (35)  6,955 
Total $(1,622) $247,425  $(1,900) $85,477  $(3,522) $332,902 
                         
December 31, 2016                        
U.S. Treasury and government sponsored agencies $(126) $10,865  $-  $-  $(126) $10,865 
Mortgage-backed securities  (3,413)  174,225   -   -   (3,413)  174,225 
State and municipal securities  (698)  64,502   (8)  1,021   (706)  65,523 
Corporate debt  (15)  3,034   -   -   (15)  3,034 
Total $(4,252) $252,626  $(8) $1,021  $(4,260) $253,647 

At December 31, 2017, 72 of the Company’s 796 debt securities were in an unrealized loss position for more than 12 months.purchased.

 

The following table summarizes information about sales of debt securities available for sale.

 

77

  

Years Ended December 31,

 
  

2020

  

2019

  

2018

 
  

(In Thousands)

 

Sale proceeds

 $0  $18,920  $5,736 

Gross realized gains

 $0  $27  $15 

Gross realized losses

  0   0   0 

Net realized gain (loss)

 $0  $27  $15 

 

  Years Ended December 31,
  2017 2016 2015
  (In Thousands)
Sale proceeds $-  $6,085  $16,738 
Gross realized gains $-  $4  $29 
Gross realized losses  -   (7)  - 
Net realized gain (loss) $-  $(3) $29 
80


The carrying value of debt securities pledged to secure public funds on deposits and for other purposes as required by law as of December 31, 2017 2020 and 20162019 was $284.2$477.6 million and $246.0$389.9 million, respectively.

 

Equity securities include (1) a restricted investment in Federal Home Loan Bank of Atlanta stock for membership requirement andNOTE 3.LOANS

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

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

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

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

1-4 family real estate mortgage – Includes loans secured by residential properties, including home equity lines of credit, (2) an investment in First National Bankers Bank stock, (3) an investment incredit. Repayment is primarily dependent on the personal cash flow of the borrower.

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

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

In light of the U.S. and global economic crisis brought about by the COVID-19 pandemic, the Company prioritized assisting its clients through this troubled time.  The CARES Act provides for Paycheck Protection Plan (“PPP”) loans to be made by banks to employers with less than 500 employees if they continue to employ their existing workers.  As of December 31, 2020, the Company has funded approximately 4,900 loans for a Community Reinvestment Act (“CRA”)-qualified mutual fund, and (4) an investment in common stock of a bank holding company. Thetotal amount of investment$1.05 billion for clients under the PPP, and management expects to continue to participate in any extensions of the PPP by the Treasury Department. At December 31, 2020, unaccreted deferred loan origination fees, net of costs, related to PPP loans totaled $17.8 million.  PPP loan origination fees recorded as an adjustment to loan yield for the year ended December 31, 2020 were $14.1 million. PPP loans outstanding totaled $900.5 million at December 31, 2020 and are included within the Commercial, financial and agricultural loan category in the Federal Home Loan Bank of Atlanta stock was $30,000 at December 31, 2017 and 2016. The Company terminated its membership intable below.  No allowance for credit losses has been recorded for PPP loans as they are fully guaranteed by the Federal Home Loan Bank of Atlanta effective November 11, 2016. The small amount of stock that remains outstanding relates to the principal reducing borrowing. The amount of investment in the First National Bankers Bank stock was $400,000 at December 31, 2017 and 2016. The amount of investment in the CRA-qualified mutual fund was $500,000 at December 31, 2017 and 2016. The amount of the investment in common stock of the bank holding company was $100,000 at December 31, 2017 and 2016.

NOTE 4. LOANSSBA.

 

The composition of loans at December 31, 2017 2020 and 20162019 is summarized as follows:

  

December 31,

 
  

2020

  

2019

 
  

(In Thousands)

 

Commercial, financial and agricultural

 $3,295,900  $2,696,210 

Real estate - construction

  593,614   521,392 

Real estate - mortgage:

        

Owner-occupied commercial

  1,693,428   1,587,478 

1-4 family mortgage

  711,692   644,188 

Other mortgage

  2,106,184   1,747,394 

Total real estate - mortgage

  4,511,304   3,979,060 

Consumer

  64,870   64,789 

Total Loans

  8,465,688   7,261,451 

Less: Allowance for credit losses

  (87,942)  (76,584)

Net Loans

 $8,377,746  $7,184,867 

 

  December 31,
  2017 2016
  (In Thousands)
Commercial, financial and agricultural $2,279,366  $1,982,267 
Real estate - construction  580,874   335,085 
Real estate - mortgage:        
Owner-occupied commercial  1,328,666   1,171,719 
1-4 family mortgage  603,063   536,805 
Other mortgage  997,079   830,683 
Total real estate - mortgage  2,928,808   2,539,207 
Consumer  62,213   55,211 
Total Loans  5,851,261   4,911,770 
Less: Allowance for loan losses  (59,406)  (51,893)
Net Loans $5,791,855  $4,859,877 
81


Changes in the allowance for loancredit losses during the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively are as follows:

  

Years Ended December 31,

 
  

2020

  

2019

  

2018

 
  

(In Thousands)

 

Balance, beginning of year

 $76,584  $68,600  $59,406 

Impact of adopting ASC 326

  (2,000)  0   0 

Loans charged off

  (29,568)  (22,489)  (12,753)

Recoveries

  492   429   545 

Allocation from LGP

  0   7,406   0 

Provision for credit losses

  42,434   22,638   21,402 

Balance, end of year

 $87,942  $76,584  $68,600 

 

  Years Ended December 31,
  2017 2016 2015
  (In Thousands)
Balance, beginning of year $51,893  $43,419  $35,629 
Loans charged off  (16,332)  (5,198)  (5,744)
Recoveries  620   274   687 
Provision for loan losses  23,225   13,398   12,847 
Balance, end of year $59,406  $51,893  $43,419 

As described in Note 1. Summary of Significant Accounting Policies, the Company adopted ASU 2016-13 on January 1, 2020, which introduced the CECL methodology for estimating all expected losses over the life of a financial asset. Under the CECL methodology, the allowance for credit losses is measured on a collective basis for pools of loans with similar risk characteristics. For loans that do not share similar risk characteristics with the collectively evaluated pools, evaluations are performed on an individual basis. For all loan segments collectively evaluated, losses are predicted over a period of time determined to be reasonable and supportable, and at the end of the reasonable and supportable forecast period losses are reverted to long term historical averages. The estimated loan losses for all loan segments are adjusted for changes in qualitative factors not inherently considered in the quantitative analyses. At December 31, 2020, the Company utilized a reasonable and supportable forecast period of twelve months followed by a six-month straight-line reversion to long term averages.

 

The Company assessesuses the adequacydiscounted cash flow (“DCF”) method to estimate ACL for all loan pools except for commercial revolving lines of credit and credit cards. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment rate as a loss driver. The Company also utilizes and forecasts GDP growth as a second loss driver for its allowanceagricultural and consumer loan pools. Consistent forecasts of the loss drivers are used across the loan segments. Upon implementation of CECL on January 1, 2020 and at December 31, 2020, a reasonable and supportable period of twelve months was utilized followed by a six-month straight-line reversion to long term averages. The Company leveraged economic projections from reputable and independent sources to inform its loss driver forecasts. At December 31, 2020 as compared to January 1, 2020, the Company forecasted a significantly higher national unemployment rate as well as a slightly higher national GDP growth rate. The Company expects national unemployment to remain above pre-pandemic levels over the forecast period with an improved national GDP growth rate as the economy comes back on line over the next year.

The Company uses loss rate methods to estimate expected credit losses for loan lossesits commercial revolving lines of credit and credit card pools.  The commercial revolving lines of credit pool incorporates a probability of default (“PD”) and loss given default (“LGD”) modeling approach.  This approach involves estimating the pool average life and then using historical correlations of default and loss experience over time to calculate the lifetime PD and LGD.  These two inputs are then applied to the outstanding pool balance as of December 31, 2020. The credit card pool incorporates a remaining life modeling approach, which utilizes an attrition-based method to estimate the remaining life of the pool.  A quarterly average loss rate is then calculated using the Company’s historical loss data. The model reduces the pool balance quarterly on a straight-line basis over the estimated life of the pool. The quarterly loss rate is multiplied by the outstanding balance at the end of each calendarperiod-end resulting in an estimated loss for each quarter. The levelsum of estimated loss for all quarters is the allowancetotal calculated reserve for the pool at December 31, 2020.

Each loan pool is based on management’s evaluation of the loan portfolios, past loan loss experience, current asset quality trends, known and inherent risksadjusted for qualitative factors not inherently considered in the portfolio, adverse situationsquantitative analyses. The qualitative adjustments either increase or decrease the quantitative model estimation. The Company considers factors that may affectare relevant within the borrower’s ability to repay (includingqualitative framework which include the timingfollowing: lending policy, changes in nature and volume of future payment), the estimated valueloans, staff experience, changes in volume and trends of anyproblem loans, concentration risk, trends in underlying collateral compositionvalues, external factors, quality of the loan portfolio, economic conditions, industry and peer bank loan quality indicationsreview system 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 classified as 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. economic conditions.

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

 

78

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

 

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

 

82

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

 

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

 

During the third quarter of 2019, the Company recorded a $7.4 million payment resulting from the termination of a Loan Guarantee Program (“LGP”) operated by the State of Alabama. The following table presentspayment was recorded as an analysis ofincrease to the allowance specifically related to loans formerly enrolled in this program, in accordance with the Company’s established allowance review and evaluation criteria. In general, loans enrolled in the program had a collateral shortfall or other enhanced credit risk. In return for the Company’s acceptance of these higher risk loans, the Company received a guarantee of up to 50% of losses in the event of a borrower’s default.  These were loans that would have otherwise not met the Company’s loan losses by portfolio segment asunderwriting criteria.  The program required a 1% fee on the commitment balance at origination.  As of December 31, 20172020, the Company had 55 loans outstanding totaling $37.2 million that were formerly enrolled in the loan guarantee program. Of this total, $29.7 million were categorized as Pass within the Company's credit quality asset classification, $6.5 million were categorized as Special Mention and 2016. The$1.0 million were categorized as Substandard. As of December 31, 2019, the Company had 71 loans outstanding totaling $42.2 million that were formerly enrolled in the loan guarantee program. Of this total, allowance for loan losses is disaggregated into those amounts associated with loans individually evaluated and those associated with loans collectively evaluated.$37.0 million were categorized as Pass within the Company's credit quality asset classification, $5.2 million were categorized as Special Mention.

 

Changes in the allowance for credit losses, and allowance for loan losses, segregated by loan type, during the years ended December 31, 2017 2020 and 2016,2019, respectively, are as follows:

 

  

Commercial,

                 
  

financial and

  

Real estate -

  

Real estate -

         
  

agricultural

  

construction

  

mortgage

  

Consumer

  

Total

 
                     
  

(In Thousands)

 
  

Year Ended December 31, 2020

 

Allowance for credit losses:

                    

Balance at December 31, 2019

 $43,666  $2,768  $29,653  $497  $76,584 

Impact of adopting ASC 326

  (8,211)  6,212   (966)  965   (2,000)

Charge-offs

  (23,936)  (1,032)  (4,397)  (203)  (29,568)

Recoveries

  252   32   140   68   492 

Provision

  24,599   8,077   9,292   466   42,434 

Balance at December 31, 2020

 $36,370  $16,057  $33,722  $1,793  $87,942 

  

Year Ended December 31, 2019

 

Allowance for loan losses:

                    

Balance at December 31, 2018

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

Charge-offs

  (15,015)  0   (6,882)  (592)  (22,489)

Recoveries

  306   3   13   107   429 

Allocation from LGP

  4,905   115   2,386   0   7,406 

Provision

  14,454   (872)  8,628   428   22,638 

Balance at December 31, 2019

 $43,666  $2,768  $29,653  $497  $76,584 

 Commercial,        
 financial and Real estate - Real estate -    
 agricultural construction mortgage Consumer Total
 (In Thousands)
 Year Ended December 31, 2017
Allowance for loan losses:                    
Balance at December 31, 2016 $28,872  $5,125  $17,504  $392  $51,893 
Charge-offs  (13,910)  (56)  (2,056)  (310)  (16,332)
Recoveries  337   168   89   26   620 
Provision  17,581   (248)  5,485   407   23,225 
Balance at December 31, 2017 $32,880  $4,989  $21,022  $515  $59,406 
    
  December 31, 2017
Individually Evaluated for Impairment $4,276  $120  $1,163  $50  $5,609 
Collectively Evaluated for Impairment  28,604   4,869   19,859   465   53,797 
                     
Loans:                    
Ending Balance $2,279,366  $580,874  $2,928,808  $62,213  $5,851,261 
Individually Evaluated for Impairment  26,447   1,571   12,404   88   40,510 
Collectively Evaluated for Impairment  2,252,919   579,303   2,916,404   62,125   5,810,751 
    
  Year Ended December 31, 2016
Allowance for loan losses:                    
Balance at December 31, 2015 $21,495  $5,432  $16,061  $431  $43,419 
Charge-offs  (3,791)  (815)  (380)  (212)  (5,198)
Recoveries  49   76   146   3   274 
Provision  11,119   432   1,677   170   13,398 
Balance at December 31, 2016 $28,872  $5,125  $17,504  $392  $51,893 
    
  December 31, 2016
Individually Evaluated for Impairment $6,607  $923  $622  $-  $8,152 
Collectively Evaluated for Impairment  22,265   4,202   16,882   392   43,741 
                     
Loans:                    
Ending Balance $1,982,267  $335,085  $2,539,207  $55,211  $4,911,770 
Individually Evaluated for Impairment  27,922   4,314   13,350   3   45,589 
Collectively Evaluated for Impairment  1,954,345   330,771   2,525,857   55,208   4,866,181 
83

The following table details the allowance for loan losses and recorded investment in loans by impairment evaluation method as of December 31, 2019, as determined in accordance with ASC 310 prior to the adoption of ASU 2016-13:

  

Commercial,

                 
  

financial and

  

Real estate -

  

Real estate -

         
  

agricultural

  

construction

  

mortgage

  

Consumer

  

Total

 
                     
  

(In Thousands)

 
  

December 31, 2019

 

Individually Evaluated for Impairment

 $6,085  $86  $3,633  $0  $9,804 

Collectively Evaluated for Impairment

  37,581   2,682   26,020   497   66,780 
                     

Loans:

                    

Ending Balance

 $2,696,210  $521,392  $3,979,060  $64,789  $7,261,451 

Individually Evaluated for Impairment

  20,843   4,320   17,985   0   43,148 

Collectively Evaluated for Impairment

  2,675,367   517,072   3,961,075   64,789   7,218,303 

 

We maintain an allowance for credit losses on unfunded commercial lending commitments and letters of credit to provide for the risk of loss inherent in these arrangements. The allowance is computed using a methodology similar to that used to determine the allowance for credit losses for loans, modified to take into account the probability of a drawdown on the commitment.  The allowance for credit losses on unfunded loan commitments is classified as a liability account on the balance sheet within other liabilities, while the corresponding provision for these credit losses is recorded as a component of other expense.  The allowance for credit losses on unfunded commitments was $2.2 million at December 31, 2020. Prior to January 1, 2020, we calculated allowance for losses on unfunded loan commitments using an incurred losses methodology. At December 31, 2019, the allowance for unfunded commitments was $500,000.

79

 

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 loancredit losses using historical losses adjusted for current economic conditions defined as follows:

 

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

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

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

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

The table below presents loan balances classified by the current net worthcredit quality indicator, loan type and paying capacitybased on year of the obligor (or obligors, if any) or by the fair value, less cost to acquire and sell,origination as 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.
December 31, 2020:

December 31, 2020

 

2020

  

2019

  

2018

  

2017

  

2016

  

Prior

  

Revolving Loans

  

Total

 
  

(In Thousands)

 

Commercial, financial and agricultural

                                

Pass

 $1,260,341  $332,690  $229,838  $169,616  $89,893  $137,021  $988,093  $3,207,492 

Special Mention

  2,551   1,404   10   253   163   281   14,948   19,610 

Substandard

  569   10,639   617   5,447   963   2,038   48,525   68,798 

Doubtful

  0   0   0   0   0   0   0   0 

Total Commercial, financial and agricultural

 $1,263,461  $344,733  $230,465  $175,316  $91,019  $139,340  $1,051,566  $3,295,900 
                                 

Real estate - construction

                                

Pass

 $230,931  $222,357  $53,981  $16,361  $7,677  $13,816  $48,256  $593,379 

Special Mention

  0   0   0   0   0   0   0   0 

Substandard

  0   0   0   0   0   235   0   235 

Doubtful

  -   0   0   0   0   0   0   0 

Total Real estate - construction

 $230,931  $222,357  $53,981  $16,361  $7,677  $14,051  $48,256  $593,614 
                                 

Owner-occupied commercial

                                

Pass

 $351,808  $271,645  $221,513  $198,935  $158,531  $417,743  $61,119  $1,681,294 

Special Mention

  0   0   0   6,524   543   1,873   200   9,140 

Substandard

  0   0   12   780   0   1,962   240   2,994 

Doubtful

  0   0   0   0   0   0   0   0 

Total Owner-occupied commercial

 $351,808  $271,645  $221,525  $206,239  $159,074  $421,578  $61,559  $1,693,428 
                                 

1-4 family mortgage

                                

Pass

 $179,314  $111,016  $70,381  $60,774  $27,985  $44,111  $212,616  $706,197 

Special Mention

  508   0   0   105   481   0   1,112   2,206 

Substandard

  350   126   0   235   218   0   2,360   3,289 

Doubtful

  0   0   0   0   0   0   0   0 

Total 1-4 family mortgage

 $180,172  $111,142  $70,381  $61,114  $28,684  $44,111  $216,088  $711,692 
                                 

Other mortgage

                                

Pass

 $470,086  $470,092  $250,945  $368,283  $180,244  $272,722  $68,721  $2,081,093 

Special Mention

  0   0   0   2,793   541   8,566   0   11,900 

Substandard

  0   50   4,589   8,552   0   0   0   13,191 

Doubtful

  0   0   0   0   0   0   0   0 

Total Other mortgage

 $470,086  $470,142  $255,534  $379,628  $180,785  $281,288  $68,721  $2,106,184 
                                 

Consumer

                                

Pass

 $20,410  $4,421  $1,551  $1,671  $1,031  $3,615  $32,125  $64,824 

Special Mention

  0   0   15   0   31   0   0   46 

Substandard

  0   0   0   0   0   0   0   0 

Doubtful

  0   0   0   0   0   0   0   0 

Total Consumer

 $20,410  $4,421  $1,566  $1,671  $1,062  $3,615  $32,125  $64,870 
                                 

Total Loans

                                

Pass

 $2,512,890  $1,412,221  $828,209  $815,640  $465,361  $889,028  $1,410,930  $8,334,279 

Special Mention

  3,059   1,404   25   9,675   1,759   10,720   16,260   42,902 

Substandard

  919   10,815   5,218   15,014   1,181   4,235   51,125   88,507 

Doubtful

  0   0   0   0   0   0   0   0 

Total Loans

 $2,516,868  $1,424,440  $833,452  $840,329  $468,301  $903,983  $1,478,315  $8,465,688 

 

84

Loans by credit quality indicator as of December 31, 2017 and 2016 2019 were as follows:

 

    Special      
December 31, 2017 Pass Mention Substandard Doubtful Total
  (In Thousands)
Commercial, financial and agricultural $2,225,084  $27,835  $26,447  $-  $2,279,366 
Real estate - construction  572,657   6,691   1,526   -   580,874 
Real estate - mortgage:                    
Owner-occupied commercial  1,317,113   7,333   4,220   -   1,328,666 
1-4 family mortgage  598,222   1,599   3,242   -   603,063 
Other mortgage  976,348   18,122   2,609   -   997,079 
Total real estate - mortgage  2,891,683   27,054   10,071   -   2,928,808 
Consumer  62,083   42   88   -   62,213 
Total $5,751,507  $61,622  $38,132  $-  $5,851,261 

80

   Special         

Special

       
December 31, 2016 Pass Mention Substandard Doubtful Total

December 31, 2019

 

Pass

  

Mention

  

Substandard

  

Doubtful

  

Total

 
 
 (In Thousands) 

(In Thousands)

 
Commercial, financial and agricultural $1,893,664  $61,035  $27,568  $-  $1,982,267  $2,629,487  $46,176  $20,547  $0  $2,696,210 
Real estate - construction  324,958   5,861   4,266   -   335,085  512,373  4,731  4,288  0  521,392 
Real estate - mortgage:                               
Owner-occupied commercial  1,158,615   6,037   7,067   -   1,171,719  1,555,283  18,240  13,955  0  1,587,478 
1-4 family mortgage  531,868   2,065   2,872   -   536,805  639,959  2,787  1,442  0  644,188 
Other mortgage  818,724   11,224   735   -   830,683   1,735,869   10,018   1,507   0   1,747,394 
Total real estate - mortgage  2,509,207   19,326   10,674   -   2,539,207  3,931,111  31,045  16,904  0  3,979,060 
Consumer  55,135   76   -   -   55,211   64,789   0   0   0   64,789 
Total $4,782,964  $86,298  $42,508  $-  $4,911,770  $7,137,760  $81,952  $41,739  $0  $7,261,451 

 

Nonperforming loans include nonaccrual loans and loans 90 or more days past due and still accruing. Loans by performance status as of December 31, 2017 2020 and 20162019 are as follows:

 

December 31, 2017 Performing Nonperforming Total

December 31, 2020

 

Performing

  

Nonperforming

  

Total

 
 
 (In Thousands) 

(In Thousands)

 
Commercial, financial and agricultural $2,269,642  $9,724  $2,279,366  $3,284,180  $11,720  $3,295,900 
Real estate - construction  580,874   -   580,874  593,380  234  593,614 
Real estate - mortgage:                   
Owner-occupied commercial  1,328,110   556   1,328,666  1,692,169  1,259  1,693,428 
1-4 family mortgage  602,604   459   603,063  710,817  875  711,692 
Other mortgage  997,079   -   997,079   2,101,379   4,805   2,106,184 
Total real estate - mortgage  2,927,793   1,015   2,928,808  4,504,365  6,939  4,511,304 
Consumer  62,127   86   62,213   64,809   61   64,870 
Total $5,840,436  $10,825  $5,851,261  $8,446,734  $18,954  $8,465,688 

 

December 31, 2016 Performing Nonperforming Total
  (In Thousands)
Commercial, financial and agricultural $1,974,975  $7,292  $1,982,267 
Real estate - construction  331,817   3,268   335,085 
Real estate - mortgage:            
Owner-occupied commercial  1,165,511   6,208   1,171,719 
1-4 family mortgage  536,731   74   536,805 
Other mortgage  830,683   -   830,683 
Total real estate - mortgage  2,532,925   6,282   2,539,207 
Consumer  55,166   45   55,211 
Total $4,894,883  $16,887  $4,911,770 
85

 

December 31, 2019

 

Performing

  

Nonperforming

  

Total

 
             
  

(In Thousands)

 

Commercial, financial and agricultural

 $2,681,280  $14,930  $2,696,210 

Real estate - construction

  519,803   1,589   521,392 

Real estate - mortgage:

            

Owner-occupied commercial

  1,576,652   10,826   1,587,478 

1-4 family mortgage

  641,875   2,313   644,188 

Other mortgage

  1,740,963   6,431   1,747,394 

Total real estate - mortgage

  3,959,490   19,570   3,979,060 

Consumer

  64,766   23   64,789 

Total

 $7,225,339  $36,112  $7,261,451 

 

Loans by past due status as of December 31, 2017 2020 and 20162019 are as follows:

 

December 31, 2020

 

Past Due Status (Accruing Loans)

                 
              

Total Past

  

Total

          

Nonaccrual

 
  

30-59 Days

  

60-89 Days

  

90+ Days

  

Due

  

Nonaccrual

  

Current

  

Total Loans

  

With No ACL

 
                                 
  

(In Thousands)

 
                                 

Commercial, financial and agricultural

 $92  $1,738  $11  $1,841  $11,709  $3,282,350  $3,295,900  $5,101 

Real estate - construction

  0   0   0   0   234   593,380   593,614   0 

Real estate - mortgage:

                                

Owner-occupied commercial

  0   995   0   995   1,259   1,691,174   1,693,428   467 

1-4 family mortgage

  61   1,073   104   1,238   771   709,683   711,692   512 

Other mortgage

  18   0   4,805   4,823   0   2,101,361   2,106,184   0 

Total real estate - mortgage

  79   2,068   4,909   7,056   2,030   4,502,218   4,511,304   979 

Consumer

  64   13   61   138   0   64,732   64,870   0 

Total

 $235  $3,819  $4,981  $9,035  $13,973  $8,442,680  $8,465,688  $6,080 

December 31, 2019

 

Past Due Status (Accruing Loans)

                 
              

Total Past

  

Total

          

Nonaccrual

 
  

30-59 Days

  

60-89 Days

  

90+ Days

  

Due

  

Nonaccrual

  

Current

  

Total Loans

  

With No ACL

 
                                 
  

(In Thousands)

 

Commercial, financial and agricultural

 $3,135  $344  $201  $3,680  $14,729  $2,677,801  $2,696,210  $1,572 

Real estate - construction

  830   0   0   830   1,589   518,973   521,392   1,350 

Real estate - mortgage:

                                

Owner-occupied commercial

  917   7,242   0   8,159   10,826   1,568,493   1,587,478   245 

1-4 family mortgage

  1,638   567   873   3,078   1,440   639,670   644,188   287 

Other mortgage

  0   0   4,924   4,924   1,507   1,740,963   1,747,394   0 

Total real estate - mortgage

  2,555   7,809   5,797   16,161   13,773   3,949,126   3,979,060   532 

Consumer

  35   25   23   83   0   64,706   64,789   0 

Total

 $6,555  $8,178  $6,021  $20,754  $30,091  $7,210,606  $7,261,451  $3,454 

December 31, 2017 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 $1,410  $5,702  $12  $7,124  $9,712  $2,262,530  $2,279,366 
Real estate - construction  56   997   -   1,053   -   579,821   580,874 
Real estate - mortgage:                            
Owner-occupied commercial  -   3,664   -   3,664   556   1,324,446   1,328,666 
1-4 family mortgage  430   850   -   1,280   459   601,324   603,063 
Other mortgage  5,116   -   -   5,116   -   991,963   997,079 
Total real estate - mortgage  5,546   4,514   -   10,060   1,015   2,917,733   2,928,808 
Consumer  131   23   48   202   38   61,973   62,213 
Total $7,143  $11,236  $60  $18,439  $10,765  $5,822,057  $5,851,261 
86

There was 0 interest earned on nonaccrual loans for the years ended December 31, 2020 and 2019.

 

Loans that nolonger share similar risk characteristics with the collectively evaluated pools are estimated on an individual basis. A loan is considered collateral-dependent when the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the collateral. The following table summarizes collateral-dependent gross loans held for investment by collateral type as follows:

81

 

December 31, 2016 Past Due Status (Accruing Loans)    
       Total Past         

Accounts

       

ACL

 
 30-59 Days 60-89 Days 90+ Days Due Non-Accrual Current Total Loans 

Real Estate

  

Receivable

  

Equipment

  

Other

  

Total

  

Allocation

 
 (In Thousands) 

(In Thousands)

 
Commercial, financial and agricultural $710  $40  $10  $760  $7,282  $1,974,225  $1,982,267  $19,373  $27,952  $16,877  $4,594  $68,796  $7,142 
Real estate - construction  59   -   -   59   3,268   331,758   335,085  235  0  0  0  235  1 
Real estate - mortgage:                                         
Owner-occupied commercial  -   -   6,208   6,208   -   1,165,511   1,171,719  2,012  971  0  12  2,995  499 
1-4 family mortgage  160   129   -   289   74   536,442   536,805  3,264  0  0  24  3,288  48 
Other mortgage  95   811   -   906   -   829,777   830,683   13,191   0   0   0   13,191   0 
Total real estate - mortgage  255   940   6,208   7,403   74   2,531,730   2,539,207 
Consumer  52   17   45   114   -   55,097   55,211 
Total $1,076  $997  $6,263  $8,336  $10,624  $4,892,810  $4,911,770  $38,075  $28,923  $16,877  $4,630  $88,505  $7,690 

 

Fair value estimates for specificallyPrior to the adoption of ASU 2016-13, a loan was considered impaired when it was probable that the Company would be unable to collect all principal and interest payments due according to the contractual terms of the loan agreement. Individually identified impaired loans are derived from appraised valueswere measured based on the currentpresent value of expected payments using the loan’s original effective rate as the discount rate, the loan’s observable market valueprice, or as isthe fair value of the property, normally from recently received and reviewed appraisals.  Appraisals are obtained from state-certified appraisers and are based on certain assumptions, which may include construction or development status andcollateral if the highest and best useloan was collateral dependent. If the recorded investment in the impaired loan exceeded the measure of fair value, a valuation allowance was established as part of the property.  These appraisals are reviewed by our credit administration departmentallowance for loan losses. Changes to ensure they are acceptable, and values are adjusted downthe valuation allowance were recorded as a component of the provision for costs associated with asset disposal.  Once this estimated net realizable value has been determined, the value used in the impairment assessment is updated. As subsequent events dictate and estimated net realizable values decline, required reserves may be established or further adjustments recorded.loan losses.

 

The following table presents details of the Company’s impaired loans as of December 31, 2017 and 2016, respectively. 2019. Loans which have been fully charged off do not appear in the tables.

 

December 31, 2019

 
                     
      

Unpaid

      

Average

  

Interest Income

 
  

Recorded

  

Principal

  

Related

  

Recorded

  

Recognized

 
  

Investment

  

Balance

  

Allowance

  

Investment

  

in Period

 
  

(In Thousands)

 

With no allowance recorded:

                    

Commercial, financial and agricultural

 $9,015  $10,563  $-  $11,284  $562 

Real estate - construction

  2,731   2,735   -   2,063   126 

Real estate - mortgage:

                    

Owner-occupied commercial

  7,150   7,246   -   7,548   618 

1-4 family mortgage

  287   287   -   289   2 

Other mortgage

  0   0   -   0   0 

Total real estate - mortgage

  7,437   7,533   -   7,837   620 

Consumer

  0   0   -   0   0 

Total with no allowance recorded

  19,183   20,831   -   21,184   1,308 
                     

With an allowance recorded:

                    

Commercial, financial and agricultural

  11,828   19,307   6,085   19,714   395 

Real estate - construction

  1,589   1,589   86   1,614   27 

Real estate - mortgage:

                    

Owner-occupied commercial

  7,888   11,028   2,456   13,627   301 

1-4 family mortgage

  1,153   1,153   176   1,157   1 

Other mortgage

  1,507   1,507   1,001   1,468   21 

Total real estate - mortgage

  10,548   13,688   3,633   16,252   323 

Consumer

  0   0   0   0   0 

Total with allowance recorded

  23,965   34,584   9,804   37,580   745 
                     

Total Impaired Loans:

                    

Commercial, financial and agricultural

  20,843   29,870   6,085   30,998   957 

Real estate - construction

  4,320   4,324   86   3,677   153 

Real estate - mortgage:

                    

Owner-occupied commercial

  15,038   18,274   2,456   21,175   919 

1-4 family mortgage

  1,440   1,440   176   1,446   3 

Other mortgage

  1,507   1,507   1,001   1,468   21 

Total real estate - mortgage

  17,985   21,221   3,633   24,089   943 

Consumer

  0   0   0   0   0 

Total impaired loans

 $43,148  $55,415  $9,804  $58,764  $2,053 

87

On March 22, 2020, the Interagency Statement was issued by banking regulators that encourages financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations due to the effects of COVID-19. Additionally, Section 4013 of the CARES Act further provides that a qualified loan modification is exempt by law from classification as a TDR as defined by GAAP, from the period beginning March 1, 2020 until the earlier of December 31, 2017

    Unpaid   Average Interest Income
  Recorded Principal Related Recorded Recognized
  Investment Balance Allowance Investment in Period
  (In Thousands)
With no allowance recorded:                    
Commercial, financial and agricultural $10,036  $16,639  $-  $16,417  $571 
Real estate - construction  574   577   -   663   31 
Real estate - mortgage:                    
Owner-occupied commercial  2,640   2,806   -   2,875   159 
1-4 family mortgage  2,262   2,262   -   2,289   93 
Other mortgage  746   746   -   727   44 
Total real estate - mortgage  5,648   5,814   -   5,891   296 
Consumer  38   39   -   42   3 
Total with no allowance recorded  16,296   23,069   -   23,013   901 
                     
With an allowance recorded:                    
Commercial, financial and agricultural  16,411   16,992   4,276   17,912   651 
Real estate - construction  997   997   120   997   56 
Real estate - mortgage:                    
Owner-occupied commercial  3,914   3,914   601   3,801   215 
1-4 family mortgage  980   980   281   1,113   54 
Other mortgage  1,862   1,862   281   1,862   80 
Total real estate - mortgage  6,756   6,756   1,163   6,776   349 
Consumer  50   50   50   42   3 
Total with allowance recorded  24,214   24,795   5,609   25,727   1,059 
                     
Total Impaired Loans:                    
Commercial, financial and agricultural  26,447   33,631   4,276   34,329   1,222 
Real estate - construction  1,571   1,574   120   1,660   87 
Real estate - mortgage:                    
Owner-occupied commercial  6,554   6,720   601   6,676   374 
1-4 family mortgage  3,242   3,242   281   3,402   147 
Other mortgage  2,608   2,608   281   2,589   124 
Total real estate - mortgage  12,404   12,570   1,163   12,667   645 
Consumer  88   89   50   84   6 
Total impaired loans $40,510  $47,864  $5,609  $48,740  $1,960 

82

2020 or the date that is 60 days after the date on which the national emergency concerning the COVID-19 outbreak declared by the President of the United States under the National Emergencies Act terminates. The Interagency Statement was subsequently revised in April 2020 to clarify the interaction of the original guidance with Section 4013 of the CARES Act, as well as setting forth the banking regulators’ views on consumer protection considerations. In accordance with such guidance, the Bank is offering short-term modifications made in response to COVID-19 to borrowers who are current and otherwise not past due. These include short-term (180 days or less) modifications in the form of payment deferrals, fee waivers, extensions of repayment terms, or other delays in payment that are insignificant. As of December 31, 20162020, there were 15 loans outstanding totaling $2.8 million that have payment deferrals in connection with the COVID-19 relief provided by the CARES Act. All of these remaining deferrals were principal and interest deferrals. The CARES Act precluded all of the ServisFirst COVID-19 loan modifications from being classified as a TDR as of December 31, 2020.

    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 $1,003  $1,003  $-  $992  $64 
Real estate - construction  938   1,802   -   1,159   3 
Real estate - mortgage:                    
Owner-occupied commercial  2,615   2,778   -   2,884   166 
1-4 family mortgage  1,899   1,899   -   1,901   102 
Other mortgage  940   940   -   965   60 
Total real estate - mortgage  5,454   5,617   -   5,750   328 
Consumer  3   5   -   6   - 
Total with no allowance recorded  7,398   8,427   -   7,907   395 
                     
With an allowance recorded:                    
Commercial, financial and agricultural  26,919   31,728   6,607   26,955   1,162 
Real estate - construction  3,376   3,376   923   3,577   68 
Real estate - mortgage:                    
Owner-occupied commercial  6,924   6,924   348   6,934   362 
1-4 family mortgage  972   972   274   313   19 
Other mortgage  -   -   -   -   - 
Total real estate - mortgage  7,896   7,896   622   7,247   381 
Consumer  -   -   -   -   - 
Total with allowance recorded  38,191   43,000   8,152   37,779   1,611 
                     
Total Impaired Loans:                    
Commercial, financial and agricultural  27,922   32,731   6,607   27,947   1,226 
Real estate - construction  4,314   5,178   923   4,736   71 
Real estate - mortgage:                    
Owner-occupied commercial  9,539   9,702   348   9,818   528 
1-4 family mortgage  2,871   2,871   274   2,214   121 
Other mortgage  940   940   -   965   60 
Total real estate - mortgage  13,350   13,513   622   12,997   709 
Consumer  3   5   -   6   - 
Total impaired loans $45,589  $51,427  $8,152  $45,686  $2,006 

83

 

Troubled Debt Restructurings (“TDR”) at December 31, 2017 2020 and 20162019 totaled $20.6$1.5 million and $7.3$3.4 million, respectively. At December 31, 2017, the Company had a related allowance for loan losses of $4.3 million allocated to these TDRs, compared to $2.3 million at December 31, 2016. The Company’s TDRs for the years ended December 31, 2017 and 2016 have all resulted from term extensions rather than from interest rate reductions or debt forgiveness. The following tables present loans modified in a TDR during the periods presented by portfolio segment and the financial impact of those modifications. The tables include modifications made to new TDRs, as well as renewals of existing TDRs.

 

 

Year Ended December 31, 2020

 
 Year Ended December 31, 2017   

Pre-

 

Post-

 
   Pre- Post-   

Modification

 

Modification

 
   Modification Modification   

Outstanding

 

Outstanding

 
   Outstanding Outstanding 

Number of

 

Recorded

 

Recorded

 
 Number of Recorded Recorded 

Contracts

  

Investment

  

Investment

 
 Contracts Investment Investment 
 (In Thousands) 

(In Thousands)

 
Troubled Debt Restructurings                   
Commercial, financial and agricultural  6  $11,438  $11,438  2  $564  $564 
Real estate - construction  1   997   997  1  357  357 
Real estate - mortgage:                   
Owner-occupied commercial  2   3,664   3,664  1  611  611 
1-4 family mortgage  1   850   850  0  0  0 
Other mortgage  -   -   -   0   0   0 
Total real estate - mortgage  3   4,514   4,514  1  611  611 
Consumer  -   -   -   0   0   0 
  10  $16,949  $16,949   4  $1,532  $1,532 

 

  Year ended December 31, 2016
    Pre- Post-
    Modification Modification
    Outstanding Outstanding
  Number of Recorded Recorded
  Contracts Investment Investment
Commercial, financial and agricultural  9  $7,099  $7,099 
Real estate - construction  -   -   - 
Real estate - mortgage:            
Owner-occupied commercial  -   -   - 
1-4 family mortgage  -   -   - 
Other mortgage  1   234   234 
Total real estate - mortgage  1   234   234 
Consumer  -   -   - 
   10  $7,333  $7,333 
88

 
  

Year ended December 31, 2019

 
      

Pre-

  

Post-

 
      

Modification

  

Modification

 
      

Outstanding

  

Outstanding

 
  

Number of

  

Recorded

  

Recorded

 
  

Contracts

  

Investment

  

Investment

 
             

Commercial, financial and agricultural

  3  $3,415  $3,415 

Real estate - construction

  0   0   0 

Real estate - mortgage:

            

Owner-occupied commercial

  0   0   0 

1-4 family mortgage

  0   0   0 

Other mortgage

  0   0   0 

Total real estate - mortgage

  0   0   0 

Consumer

  0   0   0 
   3  $3,415  $3,415 

 

The following table presents TDRs by portfolio segment which defaulted during the years ended December 31, 2017 2020 and 2016,2019, and which were modified in the previous twelve months (i.e., the twelve months prior to default). For purposes of this disclosure, default is defined as 90 days past due and still accruing or placement on nonaccrual status.

 

  Year Ended December 31,
  2017 2016
Defaulted during the period, where modified in a TDR twelve months prior to default    
Commercial, financial and agricultural $-  $6,734 
Real estate - construction  -   - 
Real estate - mortgage:        
Owner occupied commercial  -   - 
1-4 family mortgage  -   - 
Other mortgage  -   - 
Total real estate - mortgage  -   - 
Consumer  -   - 
  $-  $6,734 

84

  

Year Ended December 31,

 
  

2020

  

2019

 

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

        

Commercial, financial and agricultural

 $0  $491 

Real estate - construction

  0   0 

Real estate - mortgage:

        

Owner occupied commercial

  0   726 

1-4 family mortgage

  0   0 

Other mortgage

  0   0 

Total real estate - mortgage

  0   726 

Consumer

  0   0 
  $0  $1,217 

 

In the ordinary course of business, the Company has granted loans to certain related parties, including directors, and their affiliates. The interest rates on these loans were substantially the same as rates prevailing at the time of the transaction and repayment terms are customary for the type of loan. Changes in related party loans for the years ended December 31, 2017 2020 and 20162019 are as follows:

 

  

Years Ended December 31,

 
  

2020

  

2019

 
         
  

(In Thousands)

 

Balance, beginning of year

 $24,681  $5,428 

Additions

  0   17,794 

Advances

  41,183   4,861 

Repayments

  (28,895)  (3,400)

Removal

  0   (2)

Balance, end of year

 $36,969  $24,681 

  Years Ended December 31,
  2017 2016
  (In Thousands)
Balance, beginning of year $10,806  $12,090 
Advances  7,351   9,763 
Repayments  (9,717)  (11,047)
Balance, end of year $8,440  $10,806 
89

 

NOTE 5.4.     FORECLOSED PROPERTIES

 

Other real estate and certain other assets acquired in foreclosure are carried at the lower of the recorded investment in the loan or fair value less estimated costs to sell the property.

 

An analysis of foreclosed properties for the years ended December 31, 2017, 20162020, 2019 and 20152018 follows:

 

 2017 2016 2015 

2020

  

2019

  

2018

 
 (In Thousands) 

(In Thousands)

 
Balance at beginning of year $4,988  $5,392  $6,840  $8,178  $5,169  $6,701 
OREO acquired  -   -   2,348 
Transfers from loans and capitalized expenses  4,685   4,112   2,210  2,985  4,611  3,087 
Foreclosed properties sold  (2,982)  (3,931)  (5,227) (2,813) (1,437) (3,934)
Writedowns and partial liquidations  10   (585)  (779)

Write downs and partial liquidations

  (1,853)  (165)  (685)
Balance at end of year $6,701  $4,988  $5,392  $6,497  $8,178  $5,169 

 

NOTE 6.5.     PREMISES AND EQUIPMENT

 

Premises and equipment are summarized as follows:

  December 31,
  2017 2016
  (In Thousands)
Land $5,468  $5,506 
Building  36,259   7,817 
Furniture and equipment  23,297   18,668 
Leasehold improvements  9,599   7,469 
Construction in progress  88   14,115 
Total premises and equipment, gross  74,711   53,575 
Accumulated depreciation  (15,811)  (13,261)
Total premises and equipment, net of accumulated depreciation $58,900  $40,314 

Increases in land and building and decreases in construction in progress are the result of the recently completed headquarters building in Birmingham, Alabama. The new headquarters building, which opened in the fourth quarter of 2017, consists of approximately 97,500 square feet and houses the main office, sales and operations staff.

85

  

December 31,

 
  

2020

  

2019

 
  

(In Thousands)

 

Land

 $5,830  $5,830 

Building

  36,365   36,365 

Furniture and equipment

  27,466   26,153 

Leasehold improvements

  10,789   10,681 

Construction in progress

  867   23 

Total premises and equipment, cost

  81,317   79,052 

Accumulated depreciation

  (26,348)  (22,556)

Total premises and equipment, net

 $54,969  $56,496 

 

The provisions for depreciation charged to occupancy and equipment expense for the years ended December 31, 2017, 20162020, 2019 and 20152018 were $2,568,000, $2,724,000$3.8 million, $3.7 million, and $2,219,000,$3.4 million, respectively.

NOTE 6.     LEASES

 

The Company leases land and building space under non-cancellable operating leases. Future minimum lease payments under non-cancellablenon-cancelable operating leases at December 31, 2017 are summarizedfor several of its banking offices and certain office equipment. The Company reports its right-of-use asset in other assets and its lease liabilities in other liabilities in its Consolidated Balance Sheet.

Supplemental balance sheet information related to operating leases is as follows:

  

December 31, 2020

  

December 31, 2019

 

Right-of-use assets

 $10,452  $13,292 

Lease liabilities

 $10,645  $13,350 

Weighted average remaining lease term

  4.9   5.5 

Weighted average discount rate

  3.25

%

  3.18

%

Lease costs during the year ended December 31, 2020 were as follows (in thousands):

  

2020

  

2019

 

Operating lease cost

 $3,476  $3,421 

Short-term lease cost

  45   65 

Variable lease cost

  151   154 

Sublease income

  (93)  (70)

Net lease cost

 $3,579  $3,570 

 

  (In Thousands)
2018 $3,093 
2019  3,024 
2020  3,007 
2021  2,397 
2022  2,384 
Thereafter  3,641 
Total $17,546 
90

ForThe following table reconciles future undiscounted lease payments due under non-cancelable leases to the years ended aggregate lease liability as of December 31, 2017, 2016 and 2015, annual rental expense on operating leases was $4,253,000, $3,759,000, and $2,919,000, respectively.

2020:

 

  

(In Thousands)

 

2021

 $3,024 

2022

  2,508 

2023

  2,453 

2024

  2,052 

2025

  1,129 

Thereafter

  2,504 

Total lease payments

 $13,670 

Less: imputed interest

 $(3,024)

Present value of operating lease liabilities

 $10,646 

NOTE 7.7.     VARIABLE INTEREST ENTITIES (VIEs)

 

The Company utilizes special purpose entities (SPEs) that constitute investments in limited partnerships that undertake certain development projects to achieve federal and state tax credits. These SPEs are typically structured as VIEs and are thus subject to consolidation by the reporting enterprise that absorbs the majority of the economic risks and rewards of the VIE. To determine whether it must consolidate a VIE, the Company analyzes the design of the VIE to identify the sources of variability within the VIE, including an assessment of the nature of risks created by the assets and other contractual obligations of the VIE, and determines whether it will absorb a majority of that variability.

 

The Company has invested in a limited partnership for which it determined it is not the primary beneficiary, and which thus is not subject to consolidation by the Company. The Company reports its investment in this partnership at its net realizable value, estimated to be the discounted value of the remaining amount of tax credits to be received. The amount recorded as investment in this partnership at December 31, 2017 and 2016 was $0 and $96,000, respectively, and is included in other assets.

The Company has invested in limited partnerships as a funding investor. The partnerships are single purpose entities that lend money to real estate investors for the purpose of acquiring and operating, or rehabbing, commercial property. The investments qualify for New Market Tax Credits under Internal Revenue Code Section 45D, as amended, or Historic Rehabilitation Tax Credits under Code Section 47, as amended, or Low-Income Housing Tax Credits under Code Section 42, as amended. For each of the partnerships, the Company acts strictly in a limited partner capacity. The Company has determined that it is not the primary beneficiary of these partnerships because it does not have the power to direct the activities of the entity that most significantly impact the entities’ economic performance.performance and therefore the partnerships are not consolidated in our financial statements. The amount of recorded investment in these partnerships as of December 31, 2017 2020 and 20162019 was $21,147,000$4.0 million and $24,117,000, respectively,$16.6 million, respectively. NaN of which $13,555,000 and $14,254,000 as of December 31, 2017 and 2016, respectively, arethis recorded investment was included in loans at December 31, 2020 and $12.1 million was included in loans at December 31, 2019. The company exited all three of its Alabama New Market Tax Credits investments during 2020 which resulted in the pay-off of the Company.related recorded investment in loans. The remaining amounts are included in other assets.

 

NOTE 8.8.     DEPOSITS

 

Deposits at December 31, 2017 2020 and 20162019 were as follows:

 

  December 31,
  2017 2016
  (In Thousands)
Noninterest-bearing demand $1,440,326  $1,281,605 
Interest-bearing checking  4,029,147   3,562,165 
Savings  50,959   48,718 
Time deposits, $250,000 and under  228,540   234,157 
Time deposits, over $250,000  342,702   293,666 
Total $6,091,674  $5,420,311 

86

  

December 31,

 
  

2020

  

2019

 
  

(In Thousands)

 

Noninterest-bearing demand

 $2,788,772  $1,749,879 

Interest-bearing checking

  6,276,910   4,986,193 

Savings

  89,418   65,808 

Time deposits, $250,000 and under

  273,301   267,221 

Time deposits, over $250,000

  497,323   461,332 

Brokered time deposits

  50,000   0 
  $9,975,724  $7,530,433 

 

The scheduled maturities of time deposits at December 31, 2017 2020 were as follows:

 

 (In Thousands) 

(In Thousands)

 
2018 $353,413 
2019  96,661 
2020  41,844 
2021  46,862  $526,890 
2022  32,412  146,765 

2023

 114,470 

2024

 24,062 

2025

 5,363 
Thereafter  50   75 
Total $571,242  $817,625 

 

At December 31, 2017 2020 and 2016,2019, overdraft deposits reclassified to loans were $1,717,000$1.4 million and $2,033,000,$4.2 million, respectively.

 

91

NOTE 9.9.      FEDERAL FUNDS PURCHASED

 

At December 31, 2017, 2020, the Company had $301.8$851.5 million in federal funds purchased from its correspondent banks that are clients of its correspondent banking unit, compared to $355.9$385.7 million at December 31, 2016. 2019. Rates paid on these funds were between 1.55%0.15% and 1.70%0.25% as of December 31, 2017 2020 and 0.75%1.60% and 0.80%1.67% as of December 31, 2016.2019.

 

At December 31, 2017, 2020, the Company had available lines of credit totaling approximately $468.0$923.0 million with various financial institutions for borrowing on a short-term basis, with no amount outstanding. Available lines totaled approximately $378.0compared to $767.0 million at December 31, 2016. These lines are subject to annual renewals with varying interest rates.2019. At December 31, 2020, the Company had 0 outstanding borrowings from these lines.

 

NOTE 10.10.     OTHER BORROWINGS

 

Other borrowings are comprised of:

 

$34.75 million of the Company’s 5% Subordinated Notes due July 15, 2025, which were issued in a private placement in July 2015 and pay interest semi-annually. The Notes may not be prepaid by the Company prior to July 15, 2020.
$30.0 million on the Company’s 4.5% Subordinated Notes due November 8, 2027, which were issued in a private placement in November 2017 and pay interest semi-annually. The Notes may not be prepaid by the Company prior to November 8, 2022.
$200,000 of principal reducing advances from the Federal Home Bank of Atlanta, which have an interest rate of 0.75% and require quarterly principal payments of $100,000 until maturity on May 22, 2018.

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

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

 

Debt is reported net of unamortized issuance costs of $118,000$64,000 and $87,000$47,000 as of December 31, 2017 2020 and 2016,2019, respectively.

 

NOTE 11.11.      SF INTERMEDIATE HOLDING COMPANY, INC., SF HOLDING 1, INC., SF REALTY 1, INC., SF FLA REALTY, INC., SF GA REALTY, INC. AND SF TN REALTY, INC.

 

In January 2012, the Company formed SF Holding 1, Inc., an Alabama corporation, and its subsidiary, SF Realty 1, Inc., an Alabama corporation. In September 2013, the Company formed SF FLA Realty, Inc., an Alabama corporation and a subsidiary of SF Holding 1, Inc. In May 2014, the Company formed SF GA Realty, Inc., an Alabama corporation and a subsidiary of SF Holding 1, Inc. In February 2016, the Company formed SF TN Realty, Inc., an Alabama corporation and a subsidiary of SF Holding 1, Inc. Also in February 2016, the Company formed SF Intermediate Holding Company, Inc., an Alabama corporation. Immediately following the formation of SF Intermediate Holding Company, Inc., ServisFirst Bank assigned all of the outstanding capital stock of SF Holding 1, Inc. to SF Intermediate Holding Company, Inc., such that SF Holding 1, Inc. now is a wholly-owned first tier subsidiary of SF Intermediate Holding Company, Inc. SF Realty 1, SF FLA Realty, SF GA Realty and SF TN Realty all hold and manage participations in residential mortgages and commercial real estate loans originated by ServisFirst Bank and have elected to be treated as real estate investment trusts (“REIT”) for U.S. income tax purposes. SF Intermediate Holding Company, Inc., SF Holding 1, Inc., SF Realty 1, Inc., SF FLA Realty, Inc., SF GA Realty, Inc. and SF TN Realty, Inc. are all consolidated into the Company.

 

87

NOTE 12. PARTICIPATION IN THE SMALL BUSINESS LENDING FUND OF THE U.S. TREASURY DEPARTMENT

On July 31, 2015, the Company redeemed all 40,000 shares of its Senior Non-Cumulative Perpetual Preferred Stock, Series A, issued to the U.S. Treasury Department on June 21, 2011, for $40,033,000 in the aggregate, including accrued dividends.12.      DERIVATIVES

 

The Preferred Stock, Series A, was issued pursuantCompany periodically enters into derivative contracts to manage exposures to movements in interest rates. The Company purchased an interest rate cap in May of 2020 to limit exposures to increases in interest rates. The interest rate cap is not designated as a hedging instrument but rather as a stand-alone derivative. The interest rate cap has an original term of 3 years, a notional amount of $300 million and is tied to the Treasury’s Small Business Lending Fund program,one-month LIBOR rate with a $30 billion fund established understrike rate of 0.50%. The fair value of the Small Business Jobs Act of 2010, which encourages lending to small businesses by providing capital to qualified community banks with assets of less than $10 billion. The Series A Preferred Stock was entitled to receive non-cumulative dividends payable quarterly on each January 1, April 1, July 1 and October 1, commencing October 1, 2011. The dividendinterest rate which was calculatedcap is carried on the aggregate Liquidation Amount, was initially set at 1% per annum based uponbalance sheet in other assets and the current level of “Qualified Small Business Lending” (“QSBL”) by the Bank. The dividend rates for subsequent dividend periods were based upon the percentage change in qualified lending betweenfair value is recognized in noninterest income each dividend periodquarter. At December 31, 2020, the interest rate cap had a fair value of $139,000 and the baseline QSBL level established at the time the Agreement was effective and would have increased to 9% in December 2015. Such dividend rate was 1% per annum throughout its period outstanding based on the QSBL by the Bank.

NOTE 13. DERIVATIVESremaining term of 2.4 years.

 

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-day30-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 December 31, 2017 2020 and December 31, 2016 2019 were not material.

 

NOTE 14.13.     EMPLOYEE AND DIRECTOR BENEFITS

 

At December 31, 2017, theThe Company has twoa stock incentive plans,plan, which areis described below. The compensation cost that has been charged against income for the plansplan was approximately $1,170,000, $1,198,000$1,332,000, $1,100,000 and $1,265,000$851,000 for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively.

 

92

Stock Incentive Plans

The Company’s 2005 Stock Incentive Plan (the “2005 Plan”), originally permitted the grant of stock options to its officers, employees, directors and organizers of the Company for up to 3,150,000 shares of common stock. However, upon stockholder approval during 2006, the 2005 Plan was amended in order to allow the Company to grant stock options for up to 6,150,000 shares of common stock. Both incentive stock options and non-qualified stock options may be granted under the 2005 Plan. Option awards are generally granted with an exercise price equal to the estimated fair market value of the Company’s stock at the date of grant; those option awards vest in varying amounts through 2019 and are based on continuous service during that vesting period and have a ten-year contractual term. Dividends are not paid on unexercised options and dividends are not subject to vesting. The 2005 Plan provides for accelerated vesting if there is a change in control (as defined in the 2005 Plan).

 

On March 23, 2009, the Company’s board of directors adopted the 2009 Stock Incentive Plan (the “2009 Plan”“Plan”), which was effective upon approval by the stockholders at the 2009 Annual Meeting of Stockholders. The 2009 Plan originally permitted the grant of up to 2,550,000 shares of common stock. However, upon stockholder approval during 2014, the 2009 Plan was amended in order to allow the Company to grant stock options for up to 5,550,000 shares of common stock. The 2009 Plan authorizes the grant of stock appreciation rights, restricted stock, incentive stock options, non-qualified stock options, non-stock share equivalents, performance shares or performance units and other equity-based awards. Option awards are generally granted with an exercise price equal to the estimated fair market value of the Company’s stock at the date of grant.

 

As of December 31, 2017, 2020, there are a total of 3,478,6443,186,865 shares available to be granted under the 2005 and 2009 Plans.Plan.

 

Stock-based compensation expense for stock-based compensation awards granted is based on the grant-date fair value. For stock option awards, the fair value is estimated at the date of grant using the Black-Scholes-Merton valuation model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. The fair value of each option granted is estimated on the date of grant using the Black-Scholes-Merton model based on the weighted-average assumptions for expected dividend yield, expected stock price volatility, risk-free interest rate and expected life of options granted.

 

88

There were 0 grants of stock options during the year ended December 31, 2020. The assumptions used in determining the fair value of 2017, 20162019 and 20152018 stock option grants were as follows:

 2017 2016 2015 

2019

  

2018

 
Expected price volatility  29.00%  29.00%  24.00% 40.00

%

 35.39

%

Expected dividend yield  0.44%  0.64%  0.71% 1.76

%

 1.24

%

Expected term (in years)  6   6   6  7  6 
Risk-free rate  2.08%  1.85%  1.85% 1.96

%

 2.90

%

 

The weighted average grant-date fair value of options granted during the years ended December 31, 2017, 2016 2019 and 20152018 was $11.82, $6.00$12.40 and $4.20,$12.76, respectively.

 

The following tables summarize stock option activity:

  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term (years)

  

Aggregate Intrinsic Value

 
              

(In Thousands)

 

Year Ended December 31, 2020:

                

Outstanding at beginning of year

  965,248  $15.19   4.9  $21,911 

Exercised

  (306,300)  11.38   2.9   8,854 

Forfeited

  (18,000)  30.79   6.1   171 

Outstanding at end of year

  640,950  $18.14   4.6  $16,981 
                 

Exercisable at December 31, 2020:

  182,200  $12.86   3.5  $4,998 
                 

Year Ended December 31, 2019:

                

Outstanding at beginning of year

  1,238,748  $13.02   5.2  $23,355 

Granted

  35,500   34.06   9.6   129 

Exercised

  (288,800)  7.56   2.5   8,534 

Forfeited

  (20,200)  24.88   6.2   259 

Outstanding at end of year

  965,248  $15.19   4.9  $21,911 
                 

Exercisable at December 31, 2019:

  278,500  $8.28   3.0  $8,355 
                 

Year Ended December 31, 2018:

                

Outstanding at beginning of year

  1,666,834  $10.68   5.5  $51,377 

Granted

  42,250   37.21   9.6   0 

Exercised

  (414,336)  5.73   2.8   10,832 

Forfeited

  (56,000)  15.40   6.2   912 

Outstanding at end of year

  1,238,748  $13.02   5.2  $23,355 
                 

Exercisable at December 31, 2018:

  510,100  $7.08   3.5  $12,645 

 

  Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value
        (In Thousands)
Year Ended December 31, 2017:                
Outstanding at beginning of year  2,026,334  $9.00   6.2  $57,636 
Granted  58,000   37.59   9.1   227 
Exercised  (385,500)  4.96   4.0   14,087 
Forfeited  (32,000)  21.96   8.1   625 
Outstanding at end of year  1,666,834  $10.68   5.5  $51,377 
                 
Exercisable at December 31, 2017  808,236  $5.22   3.9  $29,321 
                 
Year Ended December 31, 2016:                
Outstanding at beginning of year  2,498,834  $6.66   6.3  $42,746 
Granted  241,000   20.15   9.1   4,166 
Exercised  (682,500)  4.28   3.9   22,629 
Forfeited  (31,000)  11.04   6.8   818 
Outstanding at end of year  2,026,334  $9.00   6.2  $57,636 
                 
Exercisable at December 31, 2016  928,536  $5.08   4.8  $30,051 
                 
Year Ended December 31, 2015:                
Outstanding at beginning of year  3,245,834  $4.69   5.9  $38,256 
Granted  324,000   16.63   9.2   2,311 
Exercised  (1,051,000)  3.62   2.7   21,177 
Forfeited  (20,000)  8.40   7.1   - 
Outstanding at end of year  2,498,834  $6.66   6.3  $42,746 
                 
Exercisable at December 31, 2015  410,836  $4.84   5.4  $7,775 
93


Exercisable options at December 31, 2017 2020 were as follows:

Range of
Exercise Price
 Shares Weighted
Average
Exercise Price
 Weighted
Average
Remaining
Contractual
Term (years)
 Aggregate
Intrinsic Value
                 (In Thousands) 
$4.17   145,336  $4.17   2.4  $5,426 
 5.00   483,500   5.00   3.8   17,648 
 5.50   120,000   5.50   5.2   4,320 
 6.92   45,000   6.92   6.0   1,556 
 15.74   14,400   15.74   7.1   371 
     808,236   5.22   3.9  $29,321 

89

Range of Exercise Price

  

Shares

  

Weighted Average Exercise Price

  

Weighted Average Remaining Contractual Term (years)

  

Aggregate Intrinsic Value

 
                  

(In Thousands)

 
$5.00-6.00   56,000  $5.36   2.0  $1,956 
 15.00-16.00   89,200   15.39   4.1   2,221 
 17.00-18.00   26,000   17.16   4.3   602 
 18.00-19.00   10,000   18.57   4.5   217 
 38.00-39.00   1,000   38.06   6.1   2 
       182,200  $12.86   3.5  $4,998 

 

As of December 31, 2017, 2020, there was $1,973,000$691,000 of total unrecognized compensation cost related to non-vested stock options. As of December 31, 2017, 2020, non-vested stock options had a weighted average remaining time to vest of 2.50.7 years. The total fair value of stock options vested during the years ended December 31, 2017, 2016 and 2015 was $315,000, $1,908,000 and $242,000, respectively.

 

Restricted Stock

 

The Company periodically grants restricted stock awards that vest upon service conditions. Dividend payments are made during the vesting period.

The following table summarizes restricted stock activity:

  

Shares

  

Weighted Average Grant Date Fair Value

 

Year Ended December 31, 2020:

        

Non-vested at beginning of year

  71,290  $32.24 

Granted

  33,695   33.91 

Vested

  (20,178)  23.76 

Forfeited

  (500)  34.09 

Non-vested at end of year

  84,307  $34.92 
         

Year Ended December 31, 2019:

        

Non-vested at beginning of year

  42,576  $29.96 

Granted

  36,664   33.60 

Vested

  (5,450)  20.92 

Forfeited

  (2,500)  38.17 

Non-vested at end of year

  71,290  $32.24 
         

Year Ended December 31, 2018:

        

Non-vested at beginning of year

  120,676  $10.29 

Granted

  16,350   39.84 

Vested

  (93,200)  6.07 

Forfeited

  (1,250)  41.21 

Non-vested at end of year

  42,576  $29.96 

The value of restricted stock is determined to be the current value of the Company’s stock, and this total value will be recognized as compensation expense over the vesting period. As of December 31, 2017, 2020, there was $473,000$1.7 million of total unrecognized compensation cost related to non-vested restricted stock. As of December 31, 2017, 2020, non-vested restricted stock had a weighted average remaining time to vest of 1.0 year.2.6 years.

 

94

Retirement Plans

 

The Company has a retirement savings 401(k)401(k) and profit-sharing plan in which all employees age 21 and older may participate after completion of one year of service. For employees in service with the Company at June 15, 2005, the length of service and age requirements were waived. The Company matches employees’ contributions based on a percentage of salary contributed by participants and may make additional discretionary profit sharingprofit-sharing contributions. The Company’s expense for the plan was $1,419,000, $1,294,000$2.0 million, $1.7 million and $1,080,000$1.5 million for 2017, 20162020,2019 and 2015,2018, respectively.

 

NOTE 15. COMMON STOCK

On November 16, 2016, the Company declared a two-for-one split of its common stock in the form of a stock dividend. On December 20, 2016, stockholders of record as of the close of business on December 5, 2016 received a distribution of one additional share of Company common stock for each common share owned. All share and per share amounts for all periods presented are reported giving effect to this two-for-one stock split and the three-for-one stock split described below.

On January 31, 2015, the Company completed its acquisition of Metro Bancshares, Inc. and Metro Bank, its wholly-owned bank subsidiary, for an aggregate of $20.9 million in cash and 1,273,184 shares of Company common stock.

On June 16, 2014, the Company declared a three-for-one split of its common stock in the form of a stock dividend. On July 16, 2014, stockholders of record as of the close of business on July 9, 2014 received a distribution of two additional shares of Company common stock for each common share owned.

On May 19, 2014, the Company completed its initial public offering of 3,750,000 shares of common stock at a public offering price of $15.167 per share. The Company received net proceeds of approximately $52.1 million from the offering, after deducting the underwriting discount and offering expenses.

NOTE 16.14.     REGULATORY MATTERS

 

The Bank is subject to dividend restrictions set forth in the Alabama Banking Code and by the Alabama State Banking Department. Under such restrictions, the Bank may not, without the prior approval of the Alabama State Banking Department, declare dividends in excess of the sum of the current year’s earnings plus the retained earnings from the prior two years. Based on these restrictions, the Bank would be limited to paying $239.0$382.5 million in dividends as of December 31, 2017.2020.

 

The Bank is subject to various regulatory capital requirements administered by the state and federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank and the financial statements. Under regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification under the prompt corrective guidelines are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of common equity Tier 1 capital, total risk-based capital and Tier 1 capital to risk-weighted assets (as defined in the regulations), and Tier 1 capital to adjusted total assets (as defined). Management believes, as of December 31, 2017, 2020, that the Bank meets all capital adequacy requirements to which it is subject.

 

In July 2013, the Federal Reserve announced its approval of a final rule to implement the regulatory capital reforms developed by the Basel Committee on Banking Supervision (“Basel III”), among other changes required by the Dodd-Frank Wall Street Reform and Consumer Protection Act.  The new rules became effective January 1,2015, subject to a phase-in period for certain aspects of the new rules. In order to avoid restrictions on capital distributions and discretionary bonus payments to executives, under the new rules a covered banking organization will also be required to maintain a “capital conservation buffer” in addition to its minimum risk-based capital requirements. This buffer will beis required to consist solely of common equity Tier 1, and the buffer will applyapplies to all three risk-based measurements (CET1,(CET1, Tier 1 capital and total capital). The capital conservation buffer will bewas phased in incrementally over time, beginning January 1,2016 and becoming fully effective on January 1,2019, and will ultimately consistconsists of an additional amount of Tier 1 common equity equal to 2.5% of risk-weighted assets. The applicable capital conservation buffer at At December 31, 2017 was 1.25% and 2020 the Company and bankBank exceeded such requirement.

 

90

As of December 31, 2017, 2020, the most recent notification from the Federal Deposit Insurance Corporation categorized ServisFirst Bank as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized, the Bank will have to maintain minimum CET1, total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as disclosed in the table below. Management believes that it is well capitalized under the prompt corrective action provisions as of December 31, 2017.2020.

 

95

The Company’s and Bank’s actual capital amounts and ratios are presented in the following table:

 

 Actual For Capital Adequacy
Purposes
 To Be Well Capitalized Under
Prompt Corrective Action
Provisions
 

Actual

  

For Capital Adequacy Purposes

  

To Be Well Capitalized Under Prompt Corrective Action Provisions

 
 Amount Ratio Amount Ratio Amount Ratio 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 
As of December 31, 2017:            

As of December 31, 2020:

             
CET I Capital to Risk Weighted Assets:                                     
Consolidated $593,111   9.51% $280,553   4.50%  N/A   N/A  $958,300  10.50

%

 $410,816  4.50

%

 N/A  N/A 
ServisFirst Bank  651,201   10.45%  280,523   4.50% $405,199   6.50% 1,018,031  11.15

%

 410,766  4.50

%

 $593,328  6.50

%

Tier I Capital to Risk Weighted Assets:                                     
Consolidated  593,613   9.52%  374,070   6.00%  N/A   N/A  958,800  10.50

%

 547,755  6.00

%

 N/A  N/A 
ServisFirst Bank  651,703   10.45%  374,030   6.00%  498,707   8.00% 1,018,531  11.16

%

 547,688  6.00

%

 730,250  8.00

%

Total Capital to Risk Weighted Assets:                                     
Consolidated  718,151   11.52%  498,760   8.00%  N/A   N/A  1,113,690  12.20

%

 730,340  8.00

%

 N/A  N/A 
ServisFirst Bank  711,609   11.42%  498,707   8.00%  623,384   10.00% 1,108,673  12.15

%

 730,250  8.00

%

 912,813  10.00

%

Tier I Capital to Average Assets:                                     
Consolidated  593,613   8.51%  278,970   4.00%  N/A   N/A  958,800  8.23

%

 465,980  4.00

%

 N/A  N/A 
ServisFirst Bank  651,703   9.35%  278,954   4.00%  348,693   5.00% 1,018,531  8.75

%

 465,448  4.00

%

 581,810  5.00

%

                         
As of December 31, 2016:                        

As of December 31, 2019:

             
CET I Capital to Risk Weighted Assets:                                     
Consolidated $508,982   9.78% $234,262   4.50%  N/A   N/A  $822,396  10.50

%

 $342,283  4.50

%

 N/A  N/A 
ServisFirst Bank  560,731   10.77%  234,232   4.50% $338,335   6.50% 885,172  11.30

%

 342,269  4.50

%

 $494,389  6.50

%

Tier I Capital to Risk Weighted Assets:                                     
Consolidated  509,359   9.78%  312,350   6.00%  N/A   N/A  822,896  10.50

%

 456,377  6.00

%

 N/A  N/A 
ServisFirst Bank  561,108   10.78%  312,309   6.00%  416,413   8.00% 885,674  11.31

%

 456,359  6.00

%

 608,479  8.00

%

Total Capital to Risk Weighted Assets:                                     
Consolidated  616,415   11.84%  416,467   8.00%  N/A   N/A  964,683  12.31

%

 608,502  8.00

%

 N/A  N/A 
ServisFirst Bank  613,501   11.79%  416,413   8.00%  520,516  ��10.00% 962,758  12.29

%

 608,479  8.00

%

 760,598  10.00

%

Tier I Capital to Average Assets:                                     
Consolidated  509,359   8.22%  247,777   4.00%  N/A   N/A  822,896  9.13

%

 356,012  4.00

%

 N/A  N/A 
ServisFirst Bank  561,108   9.06%  247,760   4.00%  309,700   5.00% 885,674  9.83

%

 355,998  4.00

%

 444,997  5.00

%

 

91

NOTE 17.15.     OTHER OPERATING INCOME AND EXPENSES

 

The major components of other operating income and expense included in noninterest income and noninterest expense are as follows:

  

Years Ended December 31,

 
  

2020

  

2019

  

2018

 
  

(In Thousands)

 

Other Operating Income

            

ATM fee income

 $1,747  $1,477  $876 

Write-down in interest rate cap

  (656)  0   0 

Gain (loss) on sale of fixed assets

  9   5   0 

Other

  515   261   363 

Total other operating income

 $1,615  $1,743  $1,239 
             

Other Operating Expenses

            

Other loan expenses

  4,886   3,476   2,711 

Customer and public relations

  1,052   2,545   2,182 

Sales and use tax

  528   640   733 

Write-down investment in tax credit partnerships

  346   746   750 

Telephone

  541   1,131   919 

Donations and contributions

  506   837   859 

Marketing

  338   581   557 

Supplies

  495   572   550 

Fraud and forgery losses

  463   577   464 

Directors fees

  632   545   467 

Postage

  278   393   439 

Other operational losses

  1,662   36   519 

Other

  3,764   4,136   3,477 

Total other operating expenses

 $15,490  $16,214  $14,627 

 

  Years Ended December 31,
  2017 2016 2015
  (In Thousands)
Other Operating Income            
ATM fee income $1,175  $1,061  $916 
Gain (loss) on sale of other real estate owned  33   18   (136)
Gain (loss) on sale of fixed assets  1   1,399   (27)
Other  354   556   331 
Total other operating income $1,563  $3,034  $1,084 
             
Other Operating Expenses            
Data processing $5,454  $4,832  $4,293 
Other loan expenses  2,170   1,510   2,086 
Customer and public relations  1,695   1,594   1,211 
Bank service charges  1,522   1,341   961 
Sales and use tax  1,167   781   380 
Write-down investment in tax credit partnerships  1,081   2,519   3,966 
Telephone  990   740   680 
Donations and contributions  744   769   605 
Marketing  716   544   562 
Supplies  595   555   492 
Fraud and forgery losses  515   206   92 
Directors fees  472   407   406 
Postage  441   377   338 
Other operational losses  167   264   126 
Other  5,085   4,478   3,902 
Total other operating expenses $22,814  $20,917  $20,100 
96

NOTE 18.16.     INCOME TAXES

 

The components of income tax expense are as follows:

 Year Ended December 31, 

Year Ended December 31,

 
 2017 2016 2015 

2020

  

2019

  

2018

 
 (In Thousands) 

(In Thousands)

 
Current tax expense:                   
Federal $27,952  $29,813  $28,517  $50,016  $36,683  $43,207 
State  2,258   1,254   1,824   4,350   2,012   2,950 
Total current tax expense  30,210   31,067   30,341   54,366   38,695   46,157 
Deferred tax expense (benefit):            

Deferred tax (benefit) expense:

       
Federal  17,073   (662)  (3,277) (9,342) (166) (12,636)
State  (3,025)  (1,066)  (1,599)  (385)  (911)  (1,619)
Total deferred tax (benefit)  14,048   (1,728)  (4,876)

Total deferred tax (benefit) expense

  (9,727)  (1,077)  (14,255)
Total income tax expense $44,258  $29,339  $25,465  $44,639  $37,618  $31,902 

 

The Company’s total income tax expense differs from the amounts computed by applying the Federal income tax statutory rates to income before income taxes. A reconciliation of the differences is as follows:

  

Year Ended December 31, 2020

 
  

Amount

  

% of Pre-tax Earnings

 
  

(In Thousands)

     

Income tax at statutory federal rate

 $44,984   21.00

%

Effect on rate of:

        

State income tax, net of federal tax effect

  3,230   1.51

%

Tax-exempt income, net of expenses

  (354)  (0.17

%)

Bank owned life insurance contracts

  (1,325)  (0.62

%)

Excess tax benefit from stock compensation

  (1,306)  (0.61

%)

Federal tax credits

  (563)  (0.26

%)

Other

  (27)  (0.01

%)

Effective income tax and rate

 $44,639   20.84

%

  

Year Ended December 31, 2019

 
  

Amount

  

% of Pre-tax Earnings

 
  

(In Thousands)

     

Income tax at statutory federal rate

 $39,241   21.00

%

Effect on rate of:

        

State income tax, net of federal tax effect

  822   0.44

%

Tax-exempt income, net of expenses

  (461)  (0.25

%)

Bank owned life insurance contracts

  (787)  (0.42

%)

Excess tax benefit from stock compensation

  (1,405)  (0.75

%)

Federal tax credits

  (170)  (0.09

%)

Other

  378   0.20

%

Effective income tax and rate

 $37,618   20.13

%

  

Year Ended December 31, 2018

 
  

Amount

  

% of Pre-tax Earnings

 
  

(In Thousands)

     

Income tax at statutory federal rate

 $35,457   21.00

%

Effect on rate of:

        

State income tax, net of federal tax effect

  808   0.48

%

Tax-exempt income, net of expenses

  (655)  (0.39

%)

Bank owned life insurance contracts

  (657)  (0.39

%)

Excess tax benefit from stock compensation

  (3,118)  (1.84

%)

Federal tax credits

  (113)  (0.07

%)

Other

  180   0.10

%

Effective income tax and rate

 $31,902   18.89

%

 

  Year Ended December 31, 2017
  Amount % of Pre-tax
Earnings
  (In Thousands)
Income tax at statutory federal rate $48,073   35.00%
Effect on rate of:        
State income tax, net of federal tax effect  43   0.03%
Tax-exempt income, net of expenses  (1,356)  (0.99)%
Bank owned life insurance contracts  (1,096)  (0.80)%
Excess tax benefit from stock compensation  (4,278)  (3.11)%
Federal tax credits  (234)  (0.17)%
Enacted tax rate change  3,108   2.26%
Other  (2)  -%
Effective income tax and rate $44,258   32.22%
97


92

  

Year Ended

December 31, 2016

  Amount % of Pre-tax
Earnings
  (In Thousands)
Income tax at statutory federal rate $38,786   35.00%
Effect on rate of:        
State income tax, net of federal tax effect  254   0.23%
Tax-exempt income, net of expenses  (1,322)  (1.20)%
Bank owned life insurance contracts  (978)  (0.88)%
Excess tax benefit from stock compensation  (4,788)  (4.32)%
Federal tax credits  (2,652)  (2.40)%
Other  39   0.04%
Effective income tax and rate $29,339   26.47%

  

Year Ended

December 31, 2015

  Amount % of Pre-tax
Earnings
  (In Thousands)
Income tax at statutory federal rate $31,152   35.00%
Effect on rate of:        
State income tax, net of federal tax effect  146   0.16%
Tax-exempt income, net of expenses  (1,308)  (1.47)%
Bank owned life insurance contracts  (917)  (1.03)%
Incentive stock option expense  3   -%
Federal tax credits  (3,600)  (4.04)%
Other  (11)  (0.01)%
Effective income tax and rate $25,465   28.61%

The components of net deferred tax asset are as follows:

 December 31, 

December 31,

 
 2017 2016 

2020

  

2019

 
 (In Thousands) 

(In Thousands)

 
Deferred tax assets:             
Allowance for loan losses $14,905  $19,699 

Allowance for credit losses

 $21,600  $17,733 
Other real estate owned  232   737  728  225 
Nonqualified equity awards  927   1,234  873  953 
Nonaccrual interest  178   501  322  231 
State tax credits  5,688   3,475  6,091  7,787 
Investments  1,296   2,173  0  1,119 
Deferred loan fees  866   707  5,875  891 
Reserve for unfunded commitments  125   190  600  183 
Accrued bonus  1,521   1,817  2,594  2,029 

Capital loss carryforward

 1,480  0 

Lease liability

 2,671  0 

Deferred revenue

 42  0 
Differences in amounts reflected in financial statements and income tax basis of assets acquired and liabilities assumed in acquisition  175   448  0  121 
Acquired net operating losses  -   27 
Net unrealized loss on securities available for sale  65   331 
Other deferred tax assets  431   122   885   487 
Total deferred tax assets  26,409   31,461  43,761  31,759 
         
Deferred tax liabilities:             
REIT dividend  9,706   - 

Net unrealized gain on securities available for sale

 5,360  1,515 
Depreciation  3,240   3,606  4,011  4,021 
Prepaid expenses  164   198  543  516 

Investments

 79  0 

Right-of-use assets and other leasing transactions

 2,622  0 
Acquired intangible assets  277   525   74   141 
Total deferred tax liabilities  13,387   4,329   12,689   6,193 
Net deferred tax assets $13,022  $27,132  $31,072  $25,566 

 

The Company believes its net deferred tax asset is recoverable as of December 31, 2017 2020 based on the expectation of future taxable income and other relevant considerations.

 

93

Pursuant to ASC 740-10-30-2740-10-30-2 Income Taxes, deferred tax assets and liabilities are measured using enacted tax rates applicable to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. On December 22, 2017, the President of the United States signed the “Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018” (referred to as the “Tax Cuts and Jobs Act” or the Act).  The Act provides for a reduction in the corporate tax rate from a maximum tax rate of 35% to a flat tax rate of 21% effective for tax years beginning after December 31, 2017.  As a result, the Company revalued its deferred tax assets and liabilities as of December 31, 2017, and recorded the effect of this change as a component of tax expense.  The tax expense recorded related to the change in the enacted federal tax rate as of December 31, 2017 is $3,108,000. Notwithstanding the foregoing, management is still analyzing certain aspects of the new law and refining its calculations, which could affect the measurement of these assets and liabilities or give rise to new deferred tax amounts.

 

The Company and its subsidiaries file a consolidated U.S. Federal income tax return and various consolidated and separate company state income tax returns. The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ended December 31, 2014 2017 through 2017.2020. The Company is also currently open to audit by several state departments of revenue for the years ended December 31, 2014 2017 through 2017.2020. The audit periods differ depending on the date the Company began business activities in each state. Currently, there are no years for which the Company filed a federal or state income tax return that are under examination by the IRS or any state department of revenue.

 

Accrued interest and penalties on unrecognized income tax benefits totaled $116,000$152,000 and $94,000$135,000 as of December 31, 2017 2020 and 2016,2019, respectively. Unrecognized income tax benefits as of December 31, 2017 2020 and December 31, 2016, 2019, that, if recognized, would impact the effective income tax rate totaled $1,779,000$3,238,000 and $1,375,000$2,683,000 (net of the federal benefit on state income tax issues), respectively. The Company does not expect any of the uncertain tax positions to be settled or resolved during the next twelve months.

 

The following table presents a summary of the changes during 2017, 20162020,2019 and 20152018 in the amount of unrecognized tax benefits that are included in the consolidated balance sheets.

 

  

2020

  

2019

  

2018

 
  

(In Thousands)

 

Balance, beginning of year

 $2,683  $2,133  $1,779 

Increases related to prior year tax positions

  997   998   799 

Decreases related to prior year tax positions

  0   0   0 

Increases related to current year tax positions

  0   0   0 

Settlements

  0   0   0 

Lapse of statute

  (442)  (448)  (445)

Balance, end of year

 $3,238  $2,683  $2,133 

  2017 2016 2015
  (In Thousands)
Balance, beginning of year $1,375  $1,173  $804 
Increases related to prior year tax positions  365   364   369 
Decreases related to prior year tax positions  -   -   - 
Increases related to current year tax positions  -   -   - 
Settlements  -   -   - 
Enacted tax rate change  315   -   - 
Lapse of statute  (276)  (162)  - 
Balance, end of year $1,779  $1,375  $1,173 
98

 

NOTE 19.17.      COMMITMENTS AND CONTINGENCIES

 

Loan Commitments

 

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit, credit card arrangements, and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheets. A summary of the Company’s approximate commitments and contingent liabilities is as follows:

  2017 2016 2015
  (In Thousands)
Commitments to extend credit $1,945,171  $1,667,015  $1,409,425 
Credit card arrangements  128,149   100,678   62,462 
Standby letters of credit and financial guarantees  41,654   40,991   38,224 
Total $2,114,974  $1,808,684  $1,510,111 

94

  

2020

  

2019

  

2018

 
  

(In Thousands)

 

Commitments to extend credit

 $2,606,258  $2,303,788  $1,985,801 

Credit card arrangements

  286,128   248,617   173,613 

Standby letters of credit and financial guarantees

  66,208   48,394   40,590 

Total

 $2,958,594  $2,600,799  $2,200,004 

 

Commitments to extend credit, credit card arrangements, commercial letters of credit and standby letters of credit all include exposure to some credit loss in the event of nonperformance of the customer. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet financial instruments. Because these instruments have fixed maturity dates, and because many of them expire without being drawn upon, they do not generally present any significant liquidity risk to the Company.

 

NOTE 20.18.     CONCENTRATIONS OF CREDIT

 

The Company originates primarily commercial, residential, and consumer loans to customers in the Company’s market area. The ability of the majority of the Company’s customers to honor their contractual loan obligations is dependent on the economy in the market area.

 

The Company’s loan portfolio is concentrated primarily in loans secured by real estate, principally secured by real estate in the Company’s primary market areas. In addition, a substantial portion of the other real estate owned is located in that same market. Accordingly, the ultimate collectability of the loan portfolio and the recovery of the carrying amount of other real estate owned are susceptible to changes in market conditions in the Company’s primary market area.

 

NOTE 21. 19.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. The difference in earnings per share under the two-class method was not significant at December 31, 2020, 2019 and 2018.

 

  

Year Ended December 31,

 
  

2020

  

2019

  

2018

 
  

(Dollar Amounts In Thousands Except Per Share Amounts)

 

Earnings Per Share

            

Weighted average common shares outstanding

  53,844,482   53,530,766   53,172,695 

Net income available to common stockholders

 $169,506  $149,180  $136,877 

Basic earnings per common share

 $3.15   2.79  $2.57 
             

Weighted average common shares outstanding

  53,844,482   53,530,766   53,172,695 

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

  374,555   572,308   997,184 

Weighted average common and dilutive potential common shares outstanding

  54,219,037   54,103,074   54,169,879 

Net income available to common stockholders

 $169,506  $149,180  $136,877 

Diluted earnings per common share

 $3.13  $2.76  $2.53 

  Year Ended December 31,
  2017 2016 2015
  (Dollar Amounts In Thousands Except Per Share Amounts)
Earnings Per Share            
Weighted average common shares outstanding  52,887,359   52,450,896   51,426,466 
Net income available to common stockholders $93,030  $81,432  $63,260 
Basic earnings per common share $1.76   1.55  $1.23 
             
Weighted average common shares outstanding  52,887,359   52,450,896   51,426,466 
Dilutive effects of assumed conversions and exercise of stock options and warrants  1,236,598   1,157,476   1,458,642 
Weighted average common and dilutive potential common shares outstanding  54,123,957   53,608,372   52,885,108 
Net income available to common stockholders $93,030  $81,432  $63,260 
Diluted earnings per common share $1.72  $1.52  $1.20 
99

 

NOTE 22. 20.RELATED PARTY TRANSACTIONS

 

As more fully described in Note 4,3, the Company had outstanding loan balances to related parties as of December 31, 2017 2020 and 20162019 in the amount of $8.4$37.0 million and $10.8$24.7 million, respectively. Related party deposits totaled $7.0$12.8 million and $7.9$5.9 million at December 31, 2017 2020 and 2016,2019, respectively.

 

NOTE 23. 21.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.

 

95

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

 

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

Debt Securities. Where quoted prices are available in an active market, securities are classified within Level 1 of the hierarchy. Level 1 securities include highly liquid government securities such as U.S. Treasuries and exchange-traded equity securities. For securities traded in secondary markets for which quoted market prices are not available, the Company generally relies on pricing services provided by independent vendors. Such independent pricing services are to advise the Company on the carrying value of the securities available for sale portfolio. As part of the Company’s procedures, the price provided from the service is evaluated for reasonableness given market changes. When a questionable price exists, the Company investigates further to determine if the price is valid. If needed, other market participants may be utilized to determine the correct fair value. The Company has also reviewed and confirmed its determinations in discussions with the pricing 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, as in the case of certain corporate securities, these securities are classified in Level 3 of the hierarchy.

 

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

Loans Individually Evaluated. Loans individually evaluated are measured and reported at fair value when full payment under the loan terms is not probable. Impaired loansLoans individually evaluated are carried at the present value of expected future cash flows using the loan’s existing rate in a discounted cash flow calculation, or the fair value of the collateral if the loan is collateral-dependent. Expected cash flows are based on internal inputs reflecting expected default rates on contractual cash flows. This method of estimating fair value does not incorporate the exit-price concept of fair value described in ASC 820-10820-10 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 loansLoans individually evaluated are subject to nonrecurring fair value adjustment upon initial recognition or subsequent impairment.individually evaluation. A portion of the allowance for loancredit losses is allocated to impaired loans individually evaluated if the value of such loans is deemed to be less than the unpaid balance. Impaired loansThe range of fair value adjustments and weighted average adjustments as of December 31, 2020was 0% to 56% and 22.3%, respectively.  The range of fair value adjustments and weighted average adjustment as of December 31, 2019was 0% to 30% and 5.6%, respectively.  Loans individually evaluated are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly based on the same factors identified above. The amount recognized as an impairment charge related to impairedwrite-down individually evaluated loans that are measured at fair value on a nonrecurring basis was $13,253,000$26.6 million and $7,424,000$22.9 million during the years ended December 31, 2017 2020 and 2016,2019, respectively.

 

100

Other Real Estate Owned and Repossessed Assets. Other real estate assets (“OREO”) acquired through, or in lieu of, foreclosure and repossessed assets are held for sale and are initially recorded at the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO or repossession are charged to the allowance for loancredit losses subsequent to foreclosure.foreclosure or repossession. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. Appraisals are performed by certified and licensed appraisers. Subsequent to foreclosure, valuations are updated periodically and assets are marked to current fair value, not to exceed the new cost basis. In the determination of fair value subsequent to foreclosure, management also considers other factors or recent developments, such as changes in absorption rates and market conditions from the time of valuation, and anticipated sales values considering management’s plans for disposition, which could result in adjustment to lower the property value estimates indicated in the appraisals. The range of fair value adjustments and weighted average adjustment as of December 31, 2020was 5% to 27% and 12.5%, respectively.   The range of fair value adjustments and weighted average adjustment as of December 31, 2019was 5% to 10% and 8.0%, respectively. These measurements are classified as Level 3 within the valuation hierarchy. Net losses on the sale and write-downs of OREO of $227,000$2.5 million and $585,000$432,000 was recognized during the years ended December 31, 2017 2020 and 2016,2019, respectively. These charges were for write-downs in the value of OREO subsequent to foreclosure and losses on the disposal of OREO. OREO is classified within Level 3 of the hierarchy.

 

There were nowas one residential real estate loan foreclosuresforeclosure for $209,000 classified as OREO as of December 31, 2017, 2020, compared to $189,000$103,000 as of December 31, 2016.2019.

 

No residential real estate loansloan were in the process of being foreclosed as of December 31, 2017.2020.

96

 

The following table presents the Company’s financial assets and financial liabilities carried at fair value on a recurring basis as of December 31, 2017 2020 and December 31, 2016:2019:

 

  

Fair Value Measurements at December 31, 2020 Using

 
  

Quoted Prices in

             
  

Active Markets

  

Significant Other

  

Significant

     
  

for Identical

  

Observable Inputs

  

Unobservable

     
  

Assets (Level 1)

  

(Level 2)

  

Inputs (Level 3)

  

Total

 

Assets Measured on a Recurring Basis:

 

(In Thousands)

 

Available-for-sale securities:

                

U.S. Treasury securities

 $0  $14,357  $0  $14,357 

Government agency securities

  0   15,458   0   15,458 

Mortgage-backed securities

  0   495,109   0   495,109 

State and municipal securities

  0   38,115   0   38,115 

Corporate debt

  0   323,650   0   323,650 

Total available-for-sale debt securities

  0   886,689   0   886,689 

Interest rate cap derivative

  0   139   0   139 

Total assets at fair value

 $0  $886,828  $0  $886,828 

 Fair Value Measurements at December 31, 2017 Using 

Fair Value Measurements at December 31, 2019 Using

 
 Quoted Prices in       

Quoted Prices in

       
 Active Markets Significant Other Significant   

Active Markets

 

Significant Other

 

Significant

   
 for Identical Observable Inputs Unobservable   

for Identical

 

Observable Inputs

 

Unobservable

   
 Assets (Level 1) (Level 2) Inputs (Level 3) Total 

Assets (Level 1)

  

(Level 2)

  

Inputs (Level 3)

  

Total

 
Assets Measured on a Recurring Basis:  (In Thousands) 

(In Thousands)

 
Available-for-sale securities:                
U.S. Treasury and government sponsored agencies $-  $55,356  $-  $55,356 

Available-for-sale securities

         

U.S. Treasury securities

 $0  $49,210  $0  $49,210 

Government agency securities

 0  18,386  0  18,386 
Mortgage-backed securities  -   276,498   -   276,498  0  474,054  0  474,054 
State and municipal securities  -   134,849   -   134,849  0  57,272  0  57,272 
Corporate debt  -   64,877   6,500   71,377   0   160,477   0   160,477 
Total assets at fair value $-  $531,580  $6,500  $538,080  $0  $759,399  $0  $759,399 

 

  Fair Value Measurements at December 31, 2016 Using
  Quoted Prices in      
  Active Markets Significant Other Significant  
  for Identical Observable Inputs Unobservable  
  Assets (Level 1) (Level 2) Inputs (Level 3) Total
Assets Measured on a Recurring Basis: (In Thousands)
Available-for-sale securities                
U.S. Treasury and government sponsored agencies $-  $46,254  $-  $46,254 
Mortgage-backed securities  -   227,190   -   227,190 
State and municipal securities  -   139,930   -   139,930 
Corporate debt  -   9,001   -   9,001 
Total assets at fair value $-  $422,375  $-  $422,375 
101


The carrying amount and estimated fair value of the Company’s financial instruments were as follows:

 

 Fair Value Measurements at December 31, 2017 Using 

Fair Value Measurements at December 31, 2020 Using

 
 Quoted Prices in       

Quoted Prices in

       
 Active Markets Significant Other Significant   

Active Markets

 

Significant Other

 

Significant

   
 for Identical Observable Unobservable   

for Identical

 

Observable

 

Unobservable

   
 Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total 

Assets (Level 1)

  

Inputs (Level 2)

  

Inputs (Level 3)

  

Total

 
Assets Measured on a Nonrecurring Basis: (In Thousands) 

(In Thousands)

 
Impaired loans $-   -  $34,901  $34,901 

Loans individually evaluated

 $0  0  $80,817  $80,817 
Other real estate owned and repossessed assets  -   -   6,701   6,701   0   0   6,497   6,497 
Total assets at fair value  -   -  $41,602  $41,602   0   0  $87,314  $87,314 

 

 Fair Value Measurements at December 31, 2016 Using 

Fair Value Measurements at December 31, 2019 Using

 
 Quoted Prices in       

Quoted Prices in

       
 Active Markets Significant Other Significant   

Active Markets

 

Significant Other

 

Significant

   
 for Identical Observable Unobservable   

for Identical

 

Observable

 

Unobservable

   
 Assets (Level 1) Inputs (Level 2) Inputs (Level 3) Total 

Assets (Level 1)

  

Inputs (Level 2)

  

Inputs (Level 3)

  

Total

 
Assets Measured on a Nonrecurring Basis: (In Thousands) 

(In Thousands)

 
Impaired loans $-  $-  $37,437  $37,437 
Other real estate owned  -   -   4,988   4,988 

Loans individually evaluated

 $0  $0  $33,344  $33,344 

Other real estate owned and repossessed assets

  0   0   8,178   8,178 
Total assets at fair value $-  $-  $42,425  $42,425  $0  $0  $41,522  $41,522 

 

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:

  

December 31,

 
  

2020

  

2019

 
  

Carrying Amount

  

Fair Value

  

Carrying Amount

  

Fair Value

 
  

(In Thousands)

 

Financial Assets:

                

Level 1 Inputs:

                

Cash and cash equivalents

 $2,209,640  $2,209,640  $530,127  $530,127 
                 

Level 2 Inputs:

                

Federal funds sold

  1,771   1,771   100,473   100,473 

Mortgage loans held for sale

  14,425   14,497   6,312   6,322 
                 

Level 3 Inputs:

                

Debt securities held to maturity

  250   250   250   250 

Loans, net

  8,377,746   8,387,718   7,184,867   7,132,542 
                 

Financial Liabilities:

                

Level 2 Inputs:

                

Deposits

 $9,975,724  $9,987,665  $7,530,433  $7,534,984 

Federal funds purchased

  851,545   851,545   470,749   470,749 

Other borrowings

  64,748   65,560   64,703   65,048 

 

97
102

Cash and due from banks: 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.

Equity securities: Fair values for other investments are considered to be their cost as they are redeemed at par value.

Federal funds sold: The carrying amounts reported in the statements of financial condition approximate those assets’ fair values.

Mortgage loans held for sale: Loans are committed to be delivered to investors on a “best efforts delivery” basis within 30 days or origination. Due to this short turn-around time, the carrying amounts of the Company’s agreements approximate their fair values.

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

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.

Federal funds purchased: The carrying amounts in the statements of condition approximate these liabilities’ fair value.

Other borrowings: The fair values of other borrowings 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.

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.

The carrying amount, estimated fair value and placement in the fair value hierarchy of the Company’s financial instruments as of December 31, 2017 and December 31, 2016 are presented in the following table. This table includes those financial assets and liabilities that are not measured and reported at fair value on a recurring basis or nonrecurring basis.

98

 

  December 31,
  2017 2016
  Carrying Amount Fair Value Carrying Amount Fair Value
  (In Thousands)
Financial Assets:                
Level 1 Inputs:                
Cash and cash equivalents $238,062  $238,062  $623,562  $623,562 
                 
Level 2 Inputs:                
Debt securities available for sale $531,580  $531,580  $422,375  $422,375 
Debt securities held to maturity  -   -   25,052   25,431 
Equity securities  1,034   1,034   1,024   1,024 
Federal funds sold  239,524   239,524   160,435   160,435 
Mortgage loans held for sale  4,459   4,459   4,675   4,736 
Bank owned life insurance contracts  127,519   127,519   114,388   114,388 
                 
Level 3 Inputs:                
Debt securities available for sale $6,500  $6,500  $-  $- 
Debt securities held to maturity  250   250   37,512   37,871 
Loans, net  5,791,855   5,747,342   4,859,877   4,872,689 
                 
Financial Liabilities:                
Level 2 Inputs:                
Deposits $6,091,674  $6,086,085  $5,420,311  $5,417,320 
Federal funds purchased  301,797   301,797   355,944   355,944 
Other borrowings  64,832   65,921   55,262   54,203 

NOTE 22.

NOTE 24. PARENT COMPANY FINANCIAL INFORMATION

 

The following information presents the condensed balance sheet of the Company as of December 31, 2017 2020 and 20162019 and the condensed statements of income and cash flows for the years ended December 31, 2017, 20162020, 2019 and 2015.2018.

 

CONDENSED BALANCE SHEETS

(In Thousands)

December 31, 2020

December 31, 2019

ASSETS

Cash and due from banks

$14,685$10,071

Investment in subsidiary

1,052,083904,958

Other assets

1,1191,238

Total assets

$1,067,887$916,267

LIABILITIES AND STOCKHOLDERS' EQUITY

Liabilities:

Other borrowings

$64,748$64,703

Other liabilities

10,7879,384

Total liabilities

75,53574,087

Stockholders' equity:

Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at December 31, 2020 and December 31, 2019

00

Common stock, par value $0.001 per share; 100,000,000 shares authorized; 53,943,751 shares issued and outstanding at December 31, 2020 and 53,623,740 shares issued and outstanding at December 31, 2019

5454

Additional paid-in capital

223,856219,766

Retained earnings

748,224616,611

Accumulated other comprehensive income

20,2185,749

Total stockholders' equity

992,352842,180

Total liabilities and stockholders' equity

$1,067,887$916,267

CONDENSED STATEMENTS OF INCOME

 

FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 and 2018

 

(In Thousands)

 
  

2020

  

2019

  

2018

 

Income:

            

Dividends received from subsidiary

 $45,000  $37,000  $23,000 

Other income

  0   0   176 

Total income

  45,000   37,000   23,176 

Expense:

            

Other expenses

  2,936   2,930   2,933 

Total expenses

  2,936   2,930   2,933 

Equity in undistributed earnings of subsidiary

  127,442   115,110   116,634 

Net income

  169,506   149,180   136,877 

Dividends on preferred stock

  0   0   0 

Net income available to common stockholders

 $169,506  $149,180  $136,877 

STATEMENTS OF CASH FLOW

 

FOR THE YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018

 

(In Thousands)

 
  

2020

  

2019

  

2018

 

Operating activities

            

Net income

 $169,506  $149,180  $136,877 

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

            

Other

  204   38   (1,181)

Equity in undistributed earnings of subsidiary

  (127,442)  (115,110)  (116,634)

Net cash provided by operating activities

  42,268   34,108   19,062 

Investing activities

            

Other

  0   (1,000)  275 

Net cash used in investing activities

  0   (1,000)  275 

Financing activities

            

Proceeds from issuance of subordinated notes

  34,710   0   0 

Redemption of subordinated notes

  (34,750)  0   0 

Dividends paid on common stock

  (37,614)  (32,071)  (20,194)

Net cash used in financing activities

  (37,654)  (32,071)  (20,194)

Increase (decrease) in cash and cash equivalents

  4,614   1,037   (857)

Cash and cash equivalents at beginning of year

  10,071   9,034   9,891 

Cash and cash equivalents at end of year

 $14,685  $10,071  $9,034 

 

  December 31, 2017 December 31, 2016
ASSETS        
Cash and due from banks $9,891  $6,060 
Investment in subsidiary  665,192   574,261 
Other assets  368   375 
Total assets $675,451  $580,696 
         
LIABILITIES AND STOCKHOLDERS' EQUITY        
Liabilities:        
Other borrowings $64,632  $54,663 
Other liabilities  3,717   3,521 
Total liabilities  68,349   58,184 
Stockholders' equity:        
Preferred stock, Series A Senior Non-Cumulative Perpetual, par value $0.001 (liquidation preference $1,000), net of discount; no shares authorized, issued and outstanding at December 31, 2017, and December 31, 2016  -   - 
Preferred stock, par value $0.001 per share; 1,000,000 authorized and undesignated at December 31, 2017 and December 31, 2016  -   - 
Common stock, par value $0.001 per share; 100,000,000 shares authorized; 52,992,586 shares issued and outstanding at December 31, 2017 and 52,636,896 shares issued and outstanding at December 31, 2016  53   53 
Additional paid-in capital  217,693   215,932 
Retained earnings  389,554   307,151 
Accumulated other comprehensive (loss) income  (198)  (624)
Total stockholders' equity  607,102   522,512 
Total liabilities and stockholders' equity $675,451  $580,696 

99

CONDENSED STATEMENTS OF INCOME

FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 and 2015

(In Thousands)

  2017 2016 2015
Income:            
Dividends received from subsidiary $6,500  $2,500  $20,000 
Other income  2   2   1 
Total income  6,502   2,502   20,001 
Expense:            
Other expenses  2,260   2,208   1,603 
Total expenses  2,260   2,208   1,603 
Equity in undistributed earnings of subsidiary  88,788   81,138   45,095 
Net income  93,030   81,432   63,493 
Dividends on preferred stock  -   -   233 
Net income available to common stockholders $93,030  $81,432  $63,260 

STATEMENTS OF CASH FLOW

FOR THE YEARS ENDED DECEMBER 31, 2017, 2016 AND 2015

(In Thousands)

  2017 2016 2015
Operating activities            
Net income $93,030  $81,432  $63,493 
Adjustments to reconcile net income to net cash used in operating activities:            
Other  (314)  1,442   (271)
Equity in undistributed earnings of subsidiary  (88,788)  (81,138)  (45,095)
Net cash provided by operating activities  3,928   1,736   18,127 
Investing activities            
Investment in subsidiary  -   (36,000)  - 
Net cash paid in acquisition  -   -   (20,926)
Other  -   -   736 
Net cash used in investing activities  -   (36,000)  (20,190)
Financing activities            
Proceeds from issuance of subordinated notes  29,943   -   34,750 
Redemption of subordinated notes  (20,000)  -   - 
Redemption of preferred stock  -   -   (40,000)
Dividends paid on common stock  (10,040)  (7,858)  (5,883)
Dividends paid on preferred stock  -   -   (233)
Net cash provided by financing activities  (97)  (7,858)  (11,366)
Increase (decrease) in cash and cash equivalents  3,831   (42,122)  (13,429)
Cash and cash equivalents at beginning of year  6,060   48,182   61,611 
Cash and cash equivalents at end of year $9,891  $6,060  $48,182 

NOTE 25. SUBSEQUENT EVENTS

103

NOTE 23.     QUARTERLY FINANCIAL DATA (UNAUDITED)

 

The following table sets forth certain unaudited quarterly financial data derived from our consolidated financial statements. Such data is only a summary and should be read in conjunction with our historical consolidated financial statements and related notes continued in this annual report on Form 10-K.

  

2020 Quarter Ended

 
  

(Dollars in thousands, except per share data)

 
  

March 31

  

June 30

  

September 30

  

December 31

 

Interest income

 $96,767  $95,080  $96,110  $101,065 

Interest expense

  19,127   11,846   11,028   8,984 

Net interest income

  77,640   83,234   85,082   92,081 

Provision for credit losses (1)

  13,584   10,283   12,284   6,283 

Net income available to common stockholders

  34,778   40,417   43,362   50,949 

Net income per common share, basic

 $0.65  $0.75  $0.80  $0.94 

Net income per common share, diluted

 $0.64  $0.75  $0.80  $0.94 

  

2019 Quarter Ended

 
  

(Dollars in thousands, except per share data)

 
  

March 31

  

June 30

  

September 30

  

December 31

 

Interest income

 $93,699  $97,787  $101,130  $98,187 

Interest expense

  24,921   27,702   28,125   22,410 

Net interest income

  68,778   70,085   73,005   75,777 

Provision for credit losses (1)

  4,885   4,884   6,985   5,884 

Net income available to common stockholders

  35,010   35,602   37,563   41,005 

Net income per common share, basic

 $0.65  $0.67  $0.70  $0.77 

Net income per common share, diluted

 $0.65  $0.66  $0.69  $0.76 

(1) The firstthree quarters of 2020 and all of 2019 were estimated and recorded under the incurred loss methodology and not restated for the adoption of ASC 326.The Company has evaluated all subsequent events throughelected to delay the dateadoption of this filing to ensure that this Form 10-K includes appropriate disclosure of events both recognized inCECL as allowed under the financial statements as of December 31, 2017, and events which occurred subsequent to December 31, 2017 but were not recognized in the consolidated financial statements.CARES Act.

 

NOTE 26. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table sets forth certain unaudited quarterly financial data derived from our consolidated financial statements. Such data is only a summary and should be read in conjunction with our historical consolidated financial statements and related notes continued in this annual report on Form 10-K.

100

  2017 Quarter Ended
  (Dollars in thousands, except per share data)
  March 31 June 30 September 30 December 31
Interest income $59,517  $63,538  $67,641  $72,060 
Interest expense  7,465   7,971   9,245   10,652 
Net interest income  52,052   55,567   58,396   61,408 
Provision for loan losses  4,986   4,381   4,803   9,055 
Net income available to common stockholders  22,519   24,133   25,259   21,119 
Net income per common share, basic $0.42  $0.46  $0.48  $0.40 
Net income per common share, diluted $0.41  $0.45  $0.47  $0.39 

  2016 Quarter Ended
  (Dollars in thousands, except per share data)
  March 31 June 30 September 30 December 31
Interest income $49,961  $52,050  $54,691  $56,200 
Interest expense  5,782   6,159   6,773   7,091 
Net interest income  44,179   45,891   47,918   49,109 
Provision for loan losses  2,059   3,800   3,464   4,075 
Net income available to common stockholders  19,956   18,853   20,909   21,714 
Net income per common share, basic $0.38  $0.36  $0.40  $0.41 
Net income per common share, diluted $0.37  $0.36  $0.39  $0.40 

ITEM 9.ITEM 9.         CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There were no disagreements with accountants regarding accounting and financial disclosure matters during the year ended December 31, 2020.

ITEM 9A.      CONTROLS AND PROCEDURES

 

There were no disagreements with accountants regarding accounting and financial disclosure matters during the year ended December 31, 2017.

ITEM 9A.CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

 

Our management, under supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon that evaluation of these disclosure controls and procedures, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2017.2020.

 

Changes in Internal Control over Financial Reporting

 

The Chief Executive Officer and Chief Financial Officer have concluded that there were no changes in our internal control over financial reporting identified in the evaluation of the effectiveness of our disclosure controls and procedures that occurred during the fiscal quarter ended December 31, 2017,2020, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

Management’s Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

104

 

All internal controls systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements in the Company’s financial statements, including the possibility of circumvention or overriding of controls. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

As of December 31, 2017,2020, management assessed the effectiveness of our internal control over financial reporting based on criteria for effective internal control over financial reporting established in “Internal Control – Integrated Framework (2013),” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the assessment, management determined that the Company maintained effective internal control over financial reporting as of December 31, 2017,2020, based on those criteria.

101

 

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2017,2020, has been audited by Dixon Hughes Goodman LLP, an independent registered public accounting firm, as stated in their report herein — “Report of Independent Registered Public Accounting Firm.”

 

ITEM 9B.OTHER INFORMATION.INFORMATION

 

None.

 

PART III

 

ITEM 10.      DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.GOVERNANCE

 

We respond to this Item by incorporating by reference the material responsive to this Item in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 20182021 Annual Meeting of Stockholders. Information regarding the Company’s executive officers is provided in Part I, Item 1 of this Form 10-K.

 

Code of Ethics

Our Board of Directors has adopted a Code of Ethics that applies to all of our employees, officers and directors. The Code of Ethics covers compliance with law; fair and honest dealings with us, with competitors and with others; fair and honest disclosure to the public; and procedures for compliance with the Code of Ethics. A copy of the Code of Ethics is included as Exhibit 14available on our website at www.servisfirstbank.com. We will disclose any amendments or waivers, including implicit waivers, of the Code of Ethics applicable to this Form 10-K.our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, on our website.

 

ITEM 11.      EXECUTIVE COMPENSATION.COMPENSATION

 

We respond to this Item by incorporating by reference the material responsive to this Item in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 20182021 Annual Meeting of Stockholders.

 

ITEM 12.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.MATTERS

 

We respond to this Item by incorporating by reference the material responsive to this Item in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 20182021 Annual Meeting of Stockholders. The information called for by this item relating to “Securities Authorized for Issuance Under Equity Compensation Plans” is provided in Part II, Item 5 of this Form 10-K.

 

ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.INDEPENDENCE

 

We respond to this Item by incorporating by reference the material responsive to this Item in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 20182021 Annual Meeting of Stockholders.

 

105

ITEM 14.      PRINCIPAL ACCOUNTANT FEES AND SERVICES.SERVICES

 

We respond to this Item by incorporating by reference the material responsive to this Item in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 20182021 Annual Meeting of Stockholders.

 

PART IV

 

ITEM 15.      FINANCIAL STATEMENT SCHEDULES AND EXHIBITSExhibits, Financial Statement Schedules

 

 

(a)

The following statements are filed as a part of this Annual Report on Form 10-K

   
      
    

Page

 

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

 

6263

 

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

 

6365

 
Consolidated Balance Sheets at December 31, 20172020 and 20162019 6466 

Consolidated Statements of Income for the Years Ended December 31, 2017, 20162020, 2019 and 20152018

 

6567

 

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2017, 20162020, 2019 and 20152018

 

6668

 

Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2017, 20162020, 2019 and 20152018

 

6769

 

Consolidated Statements of Cash Flows for the Years Ended December 31, 2017, 20162020, 2019 and 20152018

 

6870

 
Notes to Consolidated Financial Statements 6971

102

(b)  The following exhibits are furnished with this Annual Report on Form 10-K  

 

EXHIBIT NO.NAME OF EXHIBIT

(b) The following exhibits are furnished with this Annual Report on Form 10-K

 
    
2.1

EXHIBIT NO.

 

NAME OF EXHIBIT

2.1

Plan of Reorganization and Agreement of Merger dated August 29, 2007 (incorporated by reference to Exhibit 2.1 to the Company’sCompany's Registration Statement on Form 10, filed on March 28, 2008).

 
    

3.1

 

Restated Certificate of Incorporation as amended (incorporated by reference to Exhibit 3.3 to the Company’sCompany's Current Report on Form 8-K, filed June 24, 2016).

 
    

3.2

 

Certificate of Elimination of the Senior-Non Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K/A, filed on June 28, 2016).

 
    

3.3

 

Bylaws (Restated for SEC filing purposes only) (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed on April 4, 2014).

 
    

4.1

 

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10, filed on March 28, 2008).

 
    

4.2

 

Revised Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on September 15, 2008, Commission File No. 0-53149).

 
    

10.14.3

 

Description of Capital Stock (incorporated by reference to Exhibit 4.3 to the Company’s Annual Report on Form 10-K, filed on February 25, 2020).

10.1*

2005 Amended and Restated Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form 10, filed on March 28, 2008).

 
    

10.210.2*

 

Amended and Restated Change in Control Agreement with William M. Foshee dated March 5, 2014 (incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K, filed on March 7, 2014).

 
    

106

10.310.3*

 

Amended and Restated Change in Control Agreement with Clarence C. Pouncey III dated March 5, 2014 (incorporated by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K, filed on March 7, 2014).

 
    

10.410.4*

 

Employment Agreement of Andrew N. Kattos dated April 27, 2006 (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form 10, filed on March 28, 2008).

 
    

10.510.5*

 

Employment Agreement of G. Carlton Barker dated February 1, 2007 (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10, filed on March 28, 2008).

 
    

10.610.6*

 

2009 Amended and Restated Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A, filed on March 18, 2014).

 
    

10.710.7*

 

Note Purchase Agreement, dated July 15, 2015 between the Company and the purchasers party thereto (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on July 20, 2015).

10.8Note Purchase Agreement, dated November 8, 2017, between ServisFirst Bancshares, Inc. and certain accredited investors (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on November 9, 2017).

 
    

10.910.8*

 

Note Purchase Agreement, dated October 21, 2020, between ServisFirst Bancshares, Inc. and certain accredited investors (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on October 22, 2020).

10.9*

First Amendment to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed November 1, 2016).

 
    

10.1010.10*

 

First Amendment to the ServisFirst Bancshares, Inc. Amended and Restated 2005 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed November 1, 2016).

 
    

10.1110.11*

 

Form of Nonqualified Stock Option Award pursuant to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q, filed November 1, 2016).

 
    
103
 

10.12

Form of Restricted Stock Award Agreement pursuant to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 4.4 to the Company’s Registration Statement on Form S-8, filed June 17, 2014).

 
    

10.13

 

Loan Agreement, dated as of September 1, 2016, by and between ServisFirst Bancshares, Inc. and NexBank SSB (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed September 2, 2016).

 
    

10.14

 

Revolving Promissory Note dated as of September 1, 2016 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed September 2, 2016).

 
    

10.15

 

Pledge and Security Agreement dated as of September 1, 2016 by and between ServisFirst Bancshares, Inc. and NexBank SSB (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed September 2, 2016).

107

10.16*

Second Amendment to the ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K, filed September 17, 2018).

 
    

1110.17*

 

Statement Regarding Computation of Earnings Per Share is included herein at Note 21Third Amendment to the Consolidated Financial Statements in Item 8.ServisFirst Bancshares, Inc. Amended and Restated 2009 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed April 30, 2019).

 
    

1410.18*

 

CodeForm of Ethics for Principal Financial Officers (incorporatedNonqualified Stock Option Award (Revised 2019)(incorporated by reference to Exhibit 1410.2 to the Company’s AnnualCompany's Quarterly Report on Form 10-K,10-Q, filed on March 10, 2009)April 30, 2019).

 
    

2110.19*

 

ListForm of SubsidiariesRestricted Stock Award Agreement (Revised 2019)(incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q, filed April 30, 2019).

 
    

2310.20*

 

Consent of Dixon Hughes Goodman LLPEndorsement Split-Dollar Agreement with Thomas A. Broughton III dated November 9, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed November 13, 2020.

 
    

2410.21*

 

Power of AttorneyEndorsement Split-Dollar Agreement with William M. Foshee dated November 9, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed November 13, 2020.

 
    

31.110.22*

 

Certification of Chief Executive Officer pursuantEndorsement Split-Dollar Agreement with Rodney E. Rushing dated November 9, 2020 (incorporated by reference to Rule 13a-14(a)Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed November 13, 2020.

 
    

31.221

 

CertificationList of Chief Financial Officer pursuant to Rule 13a-14(a)Subsidiaries

 
    

32.123

 

Consent of Dixon Hughes Goodman LLP

24

Power of Attorney

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350

 
    

32.2

 

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350

 
    

101.INS

 

Inline XBRL Instance Document

 
    

101.SCH

 

Inline XBRL Schema Documents

 
    

101.CAL

 

Inline XBRL Calculation Linkbase Document

 
    

101.LAB

 

Inline XBRL Label Linkbase Document

 
    

101.PRE

 

Inline XBRL Presentation Linkbase Document

 
    

101.DEF

 

Inline XBRL Definition Linkbase Document

 
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* denotes management contract or compensatory plan or arrangement

 

108

ITEM 16.      FORM 10-K SUMMARY.SUMMARY

 

None.

 

104

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

SERVISFIRST BANCSHARES, INC.
By: /s/ Thomas A. Broughton, III
Thomas A. Broughton, III

By: /s/Thomas A. Broughton, III         

      Thomas A. Broughton, III

President and Chief Executive Officer

 

Dated: February 28, 201825, 2021

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

 

SignatureTitleDate

/s/Thomas A. Broughton, III          

Thomas A. Broughton, III    

Title

Chairman, President, Chief
Executive Officer and Director
(Principal Executive Officer)  

Date

February 25, 2021

   

/s/ William M. Foshee               

William M. Foshee 

Executive Vice President
and Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
February 25, 2021
   
/s/ Thomas A. Broughton, III

*                                                            

Irma L. Tuder

President, Chief ExecutiveDirectorFebruary 28, 2018
Thomas A. Broughton, IIIOfficer and Director (Principal
Executive Officer)25, 2021
   
/s/ William M. Foshee

*                                                            

Michael D. Fuller

Executive Vice PresidentDirectorFebruary 28, 2018
William M. Fosheeand Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)25, 2021
   

*

James J. Filler  

Chairman of the BoardDirectorFebruary 28, 201825, 2021
Stanley M. Brock   

*                                                            

Joseph R. Cashio

DirectorFebruary 25, 2021
   

*

Hatton C. V. Smith

DirectorFebruary 28, 201825, 2021
Michael D. Fuller   

*

Christopher J. Mettler

Director

February 28, 201825, 2021

James J. Filler
*DirectorFebruary 28, 2018
Joseph R. Cashio
*DirectorFebruary 28, 2018
Hatton C. V. Smith

_________________

*The undersigned, acting pursuant to a Power of Attorney, has signed this Annual Report on Form 10-K for and on behalf of the persons indicated above as such persons’ true and lawful attorney-in-fact and in their names, places and stated, in the capacities indicated above and on the date indicated below.

/s/ William M. Foshee

/s/ William M. Foshee               

William M. Foshee

Attorney-in-Fact

February 28, 201825, 2021

 

EXHIBIT INDEX

(b)  The following exhibits are furnished with this Annual Report on Form 10-K
EXHIBIT NO.NAME OF EXHIBIT
21List of Subsidiaries
23Consent of Dixon Hughes Goodman LLP
24Power of Attorney
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350
101.INSXBRL Instance Document
101.SCHXBRL Schema Documents
101.CALXBRL Calculation Linkbase Document
101.LABXBRL Label Linkbase Document
101.PREXBRL Presentation Linkbase Document
101.DEFXBRL Definition Linkbase Document

105

109