Stock Yards Bancorp
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Stock Yards Bancorp - 10-K annual report 2016


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Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

Form 10-K

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

 

For the Fiscal Year Ended

 

Commission File Number

December 31, 2016

 

1-13661

 

STOCK YARDS BANCORP, INC.     

1040 East Main Street
Louisville, Kentucky 40206
(502) 582-2571

Incorporated in Kentucky

 

 

 

I.R.S. No. 61-1137529

 

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

Title of each class:

 

Name of each exchange on which registered:

Common Stock, no par value

 

NASDAQ

 


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

None

 

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 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑          No

 

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

 

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 the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐

 

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

 

Large accelerated filer 

 Accelerated filer 

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

 Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐          No

 

The aggregate market value of registrant’s voting stock (Common Stock, no par value) held by non-affiliates of the registrant as of June 30, 2016 (the last business day of the registrant’s most recently completed second fiscal quarter) was $577,350,743 .

 

The number of shares of the registrant’s Common Stock, no par value, outstanding as of February 24, 2017, was 22,641,525.

 

Documents Incorporated By Reference

 

Portions of Registrant’s definitive proxy statement related to Registrant’s Annual Meeting of Shareholders to be held on April 27, 2017 (the “Proxy Statement”), to be filed with the Securities and Exchange Commission, are incorporated by reference into Part III of this Form 10-K.

 

  

STOCK YARDS BANCORP, INC.
Form 10-K
Index

 

Part I:

 

 

   

Item 1.

Business

 4

   

Item 1A.

Risk Factors

 7

   

Item 1B.

Unresolved Staff Comments

 11

   

Item 2.

Properties

 11

   

Item 3.

Legal Proceedings     

 11

   

Item 4.

Mine Safety Disclosures

 11

 

 

 

   

Part II:

 

 

   

Item 5. 

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 

 13

   

Item 6.

Selected Financial Data  

 15

   

Item 7. 

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

 16

   

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk 

 46

   

Item 8. 

Financial Statements and Supplementary Data

 46

   

Item 9. 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 97

   

Item 9A.

Controls and Procedures 

 97

   

Item 9B. 

Other Information

 100

   

 

 

 

Part III:

 

 

   

Item 10.  

Directors, Executive Officers and Corporate Governance

 100

   
Item 11. Executive Compensation100
   
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters100
   
Item 13. Certain Relationships and Related Transactions, and Director Independence101
   
Item 14.Principal Accounting Fees and Services101
   
   
Part IV:  
   
Item 15.Exhibits and Financial Statement Schedules101
   
Signatures  105
   
Index to Exhibits 106

 

 

Glossary of Acronyms and Terms

 

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

 

ASU

Accounting Standards Update

Bancorp

Stock Yards Bancorp, Inc.

Bank

Stock Yards Bank & Trust Company

BOLI

Bank Owned Life Insurance

BP

Basis Point = 1/100th of one percent

COSO 

Committee of Sponsoring Organizations

CRA

Community Reinvestment Act of 1977

Dodd-Frank Act 

Dodd-Frank Wall Street Reform and Consumer Protection Act

EPS

Earnings Per Share

FASB 

Financial Accounting Standards Board

FDIC

Federal Deposit Insurance Corporation

FHA

Federal Housing Administration

FHC

Financial Holding Company

FHLB

Federal Home Loan Bank

FHLMC

Federal Home Loan Mortgage Corporation

FNMA

Federal National Mortgage Association

GLB Act

Gramm-Leach-Bliley Act

GNMA 

Government National Mortgage Association

WM

Wealth management and trust

KSOP

Combined employee profit sharing and stock ownership plan

LIBOR

London Interbank Offered Rate  

MSA 

Metropolitan Statistical Area

MSR 

Mortgage Servicing Right

OAEM 

Other Assets Especially Mentioned

Oldham  

THE BANCORP, Inc.

OREOOther Real Estate Owned
OTTI Other-Than-Temporary Impairment
PSU Performance Stock Unit
RSURestricted Stock Unit
SARStock Appreciation Right
SEC Securities and Exchange Commission
TDRsTroubled Debt Restructurings
US GAAPUnited States Generally Accepted Accounting Principles
VAU.S. Department of Veterans Affairs

  

                                                 

Part I

 

Item 1.

Business

 

Stock Yards Bancorp, Inc. (“Bancorp” or “Company”), headquartered in Louisville, Kentucky, is the holding company for Stock Yards Bank & Trust Company (“Bank”). Bancorp, which was incorporated in 1988 in Kentucky, is registered with, and subject to supervision, regulation and examination by, the Board of Governors of the Federal Reserve System. The Bank is wholly owned and is a state chartered bank. Because Bancorp has no significant operations of its own, its business and that of the Bank are essentially the same. The operations of the Bank are fully reflected in the consolidated financial statements of Bancorp.  Accordingly, references to “Bancorp” in this document may encompass both the holding company and the Bank.

 

Stock Yards Bank & Trust Company

 

Stock Yards Bank & Trust Company is the banking and sole subsidiary of Bancorp and was chartered in 1904.  The Bank is headquartered in Louisville, Kentucky and provides commercial and personal banking services in the Louisville, Kentucky, Indianapolis, Indiana and Cincinnati, Ohio metropolitan markets through 37 full service banking offices.  The Bank is chartered under the laws of the Commonwealth of Kentucky.  In addition to traditional commercial and personal banking activities, the Bank has a wealth management and trust department (WM&T) offering a wide range of investment management, trust, employee benefit plan, estate administration, and financial planning services.   The Bank also originates and sells single-family residential mortgages. Additionally, the Bank offers securities brokerage services via its branch network through an arrangement with a third party broker-dealer.  See Note 25 to Bancorp’s consolidated financial statements for information relating to the Bank’s business segments and “Item 2. Properties” for information regarding owned and leased properties.

 

At December 31, 2016, Stock Yards Bank & Trust Company had 578 full-time equivalent employees. Employees of Stock Yards Bank & Trust Company are entitled to participate in a variety of employee benefit programs including a combined employee profit sharing and stock ownership plan (“KSOP”). Management of Bancorp strives to be an employer of choice and considers the relationship with employees to be good.

 

Supervision and Regulation

 

Bank holding companies and commercial banks are extensively regulated under both federal and state laws. Changes in applicable laws or regulations may have a material effect on the business and prospects of Bancorp.

 

Bancorp, as a registered bank holding company, is subject to the supervision of and regulation by the Federal Reserve Board under the Bank Holding Company Act of 1956. In addition, Bancorp is subject to the provisions of Kentucky’s banking laws regulating bank acquisitions and certain activities of controlling bank shareholders.

 

Kentucky and federal banking statutes delineate permissible activities for Kentucky state-chartered banks. Kentucky’s statutes, however, contain a super parity provision for Kentucky chartered banks having one of the top two ratings in its most recent regulatory examination. This provision allows these state banks to engage in any banking activity in which a national bank in Kentucky, a state bank operating in any other state, or a federally chartered thrift could engage. The bank must first obtain a legal opinion specifying the statutory or regulatory provisions that permit the activity.

 

The Bank is subject to the supervision of the Kentucky Department of Financial Institutions and the Federal Deposit Insurance Corporation. The Federal Deposit Insurance Corporation (“FDIC”) insures the deposits of the Bank to the current maximum of $250,000 per depositor.

 

The Gramm-Leach-Bliley Act (the “GLB Act”) allows for affiliations among banks, securities firms and insurance companies by means of a financial holding company (“FHC”). The GLB Act requires that, at the time of establishment of an FHC, all depository institutions within that corporate group must be “well managed” and “well capitalized” and must have received a rating of “satisfactory” or better under its most recent Community Reinvestment Act examination. Further, non-banking financial firms (for example an insurance company or securities firm) may establish an FHC and acquire a depository institution. While the distinction between banks and non-banking financial firms has been blurring over recent years, the GLB Act makes it less cumbersome for banks to offer services “financial in nature” but beyond traditional commercial banking activities. Likewise, non-banking financial firms may find it easier to offer services that had, heretofore, been provided primarily by depository institutions.  In 2012, management of Bancorp chose to become an FHC after evaluating the benefits and costs.

 

  

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) was signed into law in 2010. Generally, the Dodd-Frank Act was effective the day after it was signed into law, but different effective dates apply to specific sections of the law. This extensive and complex legislation contained many provisions affecting the banking industry, including:

 

 

Creation of a Bureau of Consumer Financial Protection overseeing banks with assets totaling $10 billion or greater while writing and maintaining several regulations that apply to all banks,

 

Determination of debit card interchange rates by the Federal Reserve Board,

 

New regulation over derivative instruments,

 

Phase outs of certain forms of trust preferred debt and hybrids previously included as bank capital, and

 

Increases to FDIC deposit coverage, revised calculations for assessing bank premiums, and numerous other provisions affecting financial institution regulation, oversight of certain non-banking organizations, investor protection, etc.

  

The ultimate impact of the Dodd-Frank Act remains uncertain and we expect it will have a continued adverse impact on the financial services industry as a whole and on Bancorp’s business, results of operations, and financial condition due to regulatory costs and increased regulatory scrutiny over products and practices.

 

The Community Reinvestment Act of 1977 (CRA) requires depository institutions to assist in meeting the credit needs of their market areas consistent with safe and sound banking practice. Under the CRA, each depository institution is required to help meet the credit needs of its market areas by, among other things, providing credit to low- and moderate-income individuals and communities. Depository institutions are periodically examined for compliance with the CRA, and banking regulators take into account CRA ratings when considering approval of certain applications. An unsatisfactory CRA rating could, among other things, result in the denial or delay of corporate applications filed by Bancorp or the Bank for proposed activities such as branch openings or relocations and applications to acquire, merge or consolidate with another banking institution or holding company.

 

The federal banking regulators have adopted rules limiting the ability of banks and other financial institutions to disclose non-public information about consumers to unaffiliated third parties. These limitations require disclosure of privacy policies to consumers and, in some circumstances, allow consumers to prevent disclosure of certain personal information to an unaffiliated third party. These regulations affect how consumer information is conveyed to outside vendors. The Bank is also subject to regulatory guidelines establishing standards for safeguarding customer information. These guidelines describe the federal banking agencies’ expectations for the creation, implementation and maintenance of an information security program, which would include administrative, technical and physical safeguards appropriate to the size and complexity of the institution and the nature and scope of its activities.

 

The Bank is subject to the Bank Secrecy Act and the USA Patriot Act. These statutes and related rules and regulations impose requirements and limitations on specified financial transactions and accounts and other relationships intended to guard against money laundering and terrorism financing. Financial institutions must take certain steps to assist government agencies in detecting and preventing money laundering and report certain types of suspicious transactions. Regulatory authorities routinely examine financial institutions for compliance with these obligations, and failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing, or to comply with all of the relevant laws or regulations, could have serious legal and reputational consequences for the institution, including causing applicable bank regulatory authorities not to approve merger or acquisition transactions when regulatory approval is required or to prohibit such transactions even if approval is not required.

 

  

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

 

 

a common equity Tier 1 capital ratio of 4.5%,

 

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

 

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

 

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

  

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

 

 

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

 

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

 

a total risk-based capital ratio of 10.5%.

  

The capital conservation buffer requirement began being phased in January 2016 at 0.625% of risk-weighted assets and will increase each year until fully implemented in January 2019. An institution will be subject to limitations on paying dividends, engaging in share repurchases and paying discretionary bonuses if capital levels fall below minimum levels plus the buffer amounts. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

 

Under these rules, Tier 1 capital generally consists of common stock (plus related surplus) and retained earnings, limited amounts of minority interest in the form of additional Tier 1 capital instruments, and non-cumulative preferred stock and related surplus, subject to certain eligibility standards, less goodwill and other specified intangible assets and other regulatory deductions. The definition of Tier 2 capital is generally unchanged for most banking organizations, subject to certain new eligibility criteria.

 

Common equity Tier 1 capital generally consists of common stock, additional paid-in capital and retained earnings plus limited amounts of minority interest in the form of common stock, less goodwill and other specified intangible assets and other regulatory deductions.

 

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

 

As of December 31, 2016, Bancorp met the requirements to be considered well-capitalized and is not subject to limitations due to the capital conservation buffer.

 

From time to time, various legislative and regulatory initiatives are introduced in Congress and state legislatures, as well as by regulatory agencies. Such initiatives may include proposals to expand or contract the powers of bank holding companies and depository institutions or proposals to substantially change the financial institution regulatory system. Such legislation could change banking statutes and the regulatory environment in which Bancorp operates in substantial and unpredictable ways. If enacted, such legislation could increase or decrease the cost of doing business, limit or expand permissible activities or affect the competitive balance among banks, savings associations, credit unions, and other financial institutions. Bancorp cannot predict whether any such legislation will be enacted, and, if enacted, the effect that it, or any implementing regulations, would have on the financial condition or results of operations of Bancorp. 

 

Available Information

 

Bancorp files reports with the SEC including the Annual Report on Form 10-K, quarterly reports on Form 10-Q, current event reports on Form 8-K, and proxy statements, as well as any amendments to those reports. The public may read and copy any materials the Registrant files with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Bancorp’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to section 13(a) or 15(d) of the Exchange Act are also accessible at no cost on Bancorp’s web site at http://www.syb.com after they are electronically filed with the SEC.

 

  

Item 1A.

Risk Factors

 

Investment in Bancorp’s common stock involves risk, and Bancorp’s profitability and success may be affected by a number of factors including those discussed below.

 

Financial condition and profitability depend significantly on local and national economic conditions.

 

Our success depends on general economic conditions both locally and nationally. Most of Bancorp’s customers are in the Louisville, Indianapolis, and Cincinnati metropolitan areas. Compared to regional or national financial institutions, we are less able to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Some of Bancorp’s customers are directly impacted by the local economy while others have more national or global business dealings. Some of the factors influencing general economic conditions include tepid economic recovery, and government regulation. Poor economic conditions have an unfavorable impact on the demand of customers for loans and the ability of some borrowers to repay these loans. Deterioration in the quality of the credit portfolio could have a material adverse effect on financial condition, results of operations, and ultimately capital.

 

Financial condition and profitability depend on real estate values in our market area.

 

Bancorp offers a variety of secured loans, including commercial lines of credit, commercial term loans, real estate, construction, home equity, consumer and other loans. Bancorp’s loans are secured by real estate (both residential and commercial) primarily in Bancorp’s market area. In instances where borrowers are unable to repay their loans from us and there has been deterioration in the value of the loan collateral, Bancorp could experience higher loan losses which could have a material adverse effect on financial condition, results of operations, and ultimately capital.

 

If actual loan losses are greater than Bancorp’s assumption for loan losses, earnings could decrease.

 

Bancorp’s loan customers may not repay their loans according to the terms of these loans, the collateral securing the payment of these loans may be insufficient to ensure repayment and the wealth of guarantors providing guarantees to support these loans may be insufficient to aid in the repayment of these loans. Accordingly, Bancorp might experience significant credit losses which could have a material adverse effect on operating results. Bancorp makes various assumptions and judgments about the collectability of the loan portfolio, including the creditworthiness of borrowers and the value of collateral for repayment of many loans. In determining the adequacy of the allowance for loan losses, Bancorp considers, among other factors, an evaluation of economic conditions and Bancorp’s loan loss experience. If Bancorp’s assumptions prove to be incorrect or economic problems are worse than projected, the current allowance may not be sufficient to cover loan losses and adjustments may be necessary to allow for different economic conditions or adverse developments in the loan portfolio. Such additions to the allowance, if necessary, could have a material adverse impact on financial results.

 

In addition, federal and state regulators annually review Bancorp’s allowance for loan losses and may require an increase in the provision for loan losses or loan charge-offs. If the regulatory agencies require any increase in the provision for loan losses or loan charge-offs for which Bancorp had not allocated, it would have a negative effect on net income.

 

If we are unable to remediate the material weakness in our internal control over financial reporting that we have reported in this Annual Report, or if other material weaknesses are identified in the future, our results of operations or financial condition could be materially adversely affected.

 

As disclosed elsewhere in this Annual Report on Form 10-K, during the fourth quarter of 2016, we determined that the Company has a material weakness in our internal control over financial reporting relating to the operating effectiveness of the Company’s control over the assessment of the appropriateness of loan grades used in the allowance for loan losses estimate, including the completeness and accuracy of the information used to assess the loan grades. No restatement of prior period financial statements, no change in previously released financial results, and no adjustments to the fourth quarter 2016 allowance for loan losses calculation were required as a result of this material weakness in internal control. Management is taking steps to remediate this material weakness by evaluating the Company’s allowance for loan losses policies and procedures for and resources allocated to the review control over the assessment of loan grades. If our remedial measures are insufficient to address this material weakness or if additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our results of operations or financial condition could be materially adversely affected.

 

Fluctuations in interest rates could reduce profitability.

 

Our primary source of income is from the net interest spread, the difference between interest earned on loans and investments and the interest paid on deposits and borrowings. Bancorp expects to periodically experience gaps in the interest rate sensitivities of Bancorp’s assets and liabilities, meaning that either interest-bearing liabilities will be more sensitive to changes in market interest rates than interest-earning assets, or vice versa. In either event, if market interest rates should move contrary to Bancorp’s position, this gap will work against Bancorp and earnings will be negatively affected.

 

  

Many factors affect the fluctuation of market interest rates, including, but not limited to the following:

 

 

inflation or deflation

 

recession

 

a rise in unemployment

 

tightening money supply

 

international disorder and instability in foreign financial markets

 

the Federal Reserve’s actions to control interest rates

 

Bancorp’s interest rate sensitivity analysis indicates an increase in interest rates of up to 4% would decrease net interest income, primarily because the majority of Bancorp’s variable rate loans have floors of 4% or higher, and are indexed to the prime rate. Since the prime rate is currently 3.75%, rates would have to increase more than 25 bp before the rates on such loans will rise. This negatively impacts the effect of rising rates. Deposit rates generally do not reprice as quickly as loans which negatively affects earnings as rates decline. As rates rise this behavior could benefit the Bancorp short term, but might pose a risk to earnings in the longer term. Migration of deposits out of Bancorp, as customers pursue higher rates, could impact liquidity and earnings as Bancorp competes for deposits. Changes in the mix of deposits could result in increased average rates paid on deposits, and lower earnings to Bancorp. Bancorp’s asset-liability management strategy, which is designed to mitigate risk from changes in market interest rates, may not be able to prevent changes in interest rates from having a material adverse effect on Bancorp’s results of operations and financial condition. Bancorp’s most recent earnings simulation model estimated the impact of changing interest rates on earnings for the next 12 months indicates net interest income will decrease approximately 3.7% if interest rates immediately decrease 100 basis points and decrease approximately 0.9% if rates increase 100 basis points.

 

Significant stock market volatility could negatively affect Bancorp’s financial results.

 

Capital and credit markets experience volatility and disruption from time to time. These conditions place downward pressure on credit availability, credit worthiness and customers’ inclinations to borrow. Prolonged volatility or a significant disruption could negatively impact customers’ ability to seek new loans or to repay existing loans. The personal wealth of many borrowers and guarantors has historically added a source of financial strength to certain loans and would be negatively impacted by severe market declines. Sustained reliance on their personal assets to make loan payments would result in deterioration of their liquidity, and could result in loan defaults.

 

Income from wealth management and trust constitutes approximately 44% of non-interest income. Trust assets under management are expressed in terms of market value, and a significant portion of fee income is based upon those values. A large majority of wealth management and trust fees are based on market values which generally fluctuate with the overall stock market.

 

Competition with other financial institutions could adversely affect profitability.

 

Bancorp operates in a highly competitive industry that could become even more so as a result of earnings pressure of contending banks, legislative, regulatory and technological changes and continued consolidation. Bancorp faces vigorous competition in price and structure of financial products from banks and other financial institutions. Bancorp also competes with other non-traditional providers of financial services, such as brokerage firms and insurance companies. As internet-based financial services continue to grow in acceptance, Bancorp must remain relevant as a place where consumers and businesses value personal service while our competition offers these services without human interaction. The variety of sources of competition may reduce or limit margins on banking services, reduce market share and adversely affect results of operations and financial condition. Bancorp’s own growth and expansion may adversely affect customer perceptions of the community based, customer oriented service Bancorp provides, thus damaging Bancorp’s image in the market.

 

Credit unions continue to grow in popularity and size, and their expansion into business lending is growing. Because credit unions are not subject to federal income tax, and Bancorp pays federal income tax at a marginal rate of 35%, these companies have a significant competitive advantage over Bancorp. This advantage may have a negative impact on Bancorp’s growth and resultant financial results as these credit unions continue to expand.

 

Decreased residential mortgage origination, volume and pricing decisions of competitors could affect net income

 

Bancorp originates, sells and services residential mortgage loans. Changes in interest rates and pricing decisions by our loan competitors affect demand for Bancorp’s residential mortgage loan products, revenue realized on the sale of loans and revenues received from servicing such loans for others, ultimately reducing Bancorp’s net income. New regulations, increased regulatory reviews, and/or changes in structure of secondary mortgage markets which Bancorp utilizes to sell mortgage loans may be introduced and may increase costs and make it more difficult to operate a residential mortgage origination business.

 

  

An extended disruption of vital infrastructure or a security breach could negatively impact Bancorp’s business, results of operations, and financial condition.

 

Bancorp’s operations depend upon, among other things, infrastructure, including equipment and facilities. Extended disruption of vital infrastructure by fire, power loss, natural disaster, telecommunications failure, information systems breaches, terrorist activity or the domestic and foreign response to such activity, or other events outside of Bancorp’s control could have a material adverse impact on the financial services industry as a whole and on Bancorp’s business, results of operations and financial condition. Bancorp’s business continuity plan may not work as intended or may not prevent significant interruption of operations. Occurrence of any failures, interruptions, or security breaches of information systems could damage Bancorp’s reputation, result in loss of customer business, subject us to additional regulatory scrutiny, or expose us to civil litigation and possible financial liability, any of which could have an adverse effect on Bancorp’s financial condition and results of operation.

 

Bancorp’s assets which are at risk for cyber-attacks include financial assets and non-public information belonging to customers. Cyber security risks include cyber espionage, blackmail, ransom, theft, and corporate account takeovers. Bancorp employs many preventive and detective controls to protect its assets, and provides mandatory recurring information security training to all employees. Bancorp has invested in multiple preventative tools in an attempt to protect our customers from cyber threats and corporate account takeover. Bancorp regularly provides educational information regarding cyber threats to our customers. Bancorp utilizes multiple third-party vendors who have access to our assets via electronic media. While Bancorp requires third parties, many of whom are small companies, to have similar or superior controls in place there is no guarantee that a breach of information could occur.

 

Bancorp’s credit metrics are at historically strong levels.

 

During 2016, Bancorp’s solid asset quality metrics trended within a narrow range and exceeded solid benchmarks of the past several years to reach historically strong levels. We realize that present asset quality metrics are exceptionally positive and, recognizing the cyclical nature of the lending business, we know they will normalize over the long term.

 

Bancorp’s accounting policies and methods are critical to how Bancorp reports its financial condition and results of operations. They require management to make estimates about matters that are uncertain.

 

Accounting policies and methods are fundamental to how Bancorp records and reports its financial condition and results of operations. Bancorp must exercise judgment in selecting and applying these accounting policies and methods so they comply with United States generally accepted accounting principles (“US GAAP”).

 

Bancorp has identified certain accounting policies as being critical because they require management’s judgment to ascertain the valuations of assets, liabilities, commitments and contingencies. A variety of factors could affect the ultimate value that is obtained either when earning income, recognizing an expense, recovering an asset, or reducing a liability. Bancorp has established detailed policies and control procedures intended to ensure these critical accounting estimates and judgments are well controlled and applied consistently.

 

The policies and procedures are intended to ensure that the process for changing methodologies occurs in an appropriate manner. Because of the uncertainty surrounding Bancorp’s judgments and the estimates pertaining to these matters, there can be no assurances that actual results will not differ from those estimates. See the “Critical Accounting Policies” in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for more information.

 

 

Bancorp operates in a highly regulated environment and may be adversely affected by changes in federal, state and local laws and regulations.

 

Bancorp is subject to extensive regulation, supervision and examination by federal and state banking authorities. Any change in applicable regulations or federal or state legislation could have a substantial impact on Bancorp and its operations. Additional legislation and regulations may be enacted or adopted in the future that could significantly affect Bancorp’s powers, authority and operations, which could have a material adverse effect on Bancorp’s financial condition and results of operations. The exercise of regulatory power may have a negative impact on Bancorp’s results of operations and financial condition.

 

The Bank is subject to numerous fair lending laws designed to protect consumers 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 prohibit discriminatory lending practices by financial institutions. The U.S. Department of Justice, federal banking agencies and other federal agencies are responsible for enforcing these laws and regulations. A successful regulatory challenge to an institution’s compliance with 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 lines of business. 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 assets, business, condition (financial or otherwise), liquidity, prospects and results of operations.  

 

The Bank faces 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 to file reports such as suspicious activity reports and currency transaction reports. We are required to comply with these and other anti-money laundering requirements. The federal banking agencies and Financial Crimes Enforcement Network are authorized to impose significant civil money penalties for violations of those requirements. We are also subject to increased scrutiny of compliance with the rules enforced by the Office of Foreign Assets Control, or 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 requirement 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 circumstances could have a material adverse effect on our assets, business, condition (financial or otherwise), liquidity, prospects and results of operations.  

 

Bancorp’s ability to stay current on technological changes in order to compete and meet customer demands is constantly being challenged.

 

The financial services industry is undergoing rapid technological changes, with frequent introductions of new technology-driven products and services. Future success of Bancorp will depend, in part, upon its ability to address the needs of its customers by using technology to provide products and services that will satisfy customer demands for convenience, as well as to create additional operational efficiencies and greater privacy and security protection for customers and their personal information. Many of Bancorp’s competitors have substantially greater resources to invest in technological improvements. Bancorp may not be able to effectively implement new technology-driven products and services as quickly as competitors or be successful in marketing these products and services to its customers. Bancorp relies on third party providers for many of its technology-driven banking products and services. Some of these companies have limited financial resources and may be slow to respond with upgrades or enhancements to their products to keep pace with improvements in technology or the introduction of competing products. Failure to successfully keep pace with technological change affecting the financial services industry could impair Bancorp’s ability to effectively compete to retain or acquire new business and could have an adverse impact on its business, financial position, results of operations and liquidity.

 

  

Bancorp is 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. 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 rely on the continued maintenance of controls by these third-party vendors, including safeguards over the security of client data. 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 could have a material adverse effect on our business. Further, if these third-party service providers experience difficulties, or should terminate their services, and we are unable to replace them with other providers, particularly on a timely basis, our business operations could be interrupted. If an interruption were to continue for a significant period of time, our business, financial condition and results of operations could be adversely affected.

  

Bancorp may not be able to attract and retain skilled people.

 

Bancorp’s success depends, in large part, on our ability to attract and retain key people. Competition for the best people in the industry and the markets in which we engage can be intense, and we may not be able to retain or hire the people we want or need. To attract and retain qualified employees, we must compensate them at market levels. If we are unable to continue to attract and retain qualified employees, or do so at rates necessary to maintain our competitive position, our performance, including our competitive position, could suffer, and, in turn, adversely affect our business, financial condition or results of operations.

 

Bancorp invests in partnerships that generate federal income tax savings and these may not continue.

 

Bancorp invests in certain partnerships that yield federal income tax credits resulting in higher net income for Bancorp. These transactions may also include lending to the counterparty, further enhancing the profitability of the transaction.  These transactions typically involve a very limited number of counterparties. The availability and suitability of these transactions are not particularly predictable and may not continue to be favorable to Bancorp. Therefore the positive effect on Bancorp’s net income may not continue.

 

 

Item 1B.

Unresolved Staff Comments

 

Bancorp has no unresolved SEC staff comments.

 

Item 2.

Properties

 

The principal offices of Bancorp are located at 1040 East Main Street, Louisville, Kentucky. Bancorp’s operations center is at a separate location. In addition to the main office complex and the operations center, Bancorp owned 20 branch properties at December 31, 2016, two of which are located on leased land.  At that date, Bancorp also leased 17 branch facilities as well as its wealth management and trust facility. Of the 37 banking locations, 28 are located in the Louisville Metropolitan Statistical Area (“MSA”), four are located in the Indianapolis MSA and five are located in the Cincinnati MSA. See Notes 6 and 19 to Bancorp’s consolidated financial statements for the year ended December 31, 2016, for additional information relating to amounts invested in premises and equipment and lease commitments.

 

Item 3.

Legal Proceedings

 

See Note 19 to Bancorp’s consolidated financial statements for the year ended December 31, 2016, for information relating to legal proceedings.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

 

Executive Officers of the Registrant 

 

The following table lists the names and ages as of December 31, 2016 of all current executive officers of Bancorp and the Bank. Each executive officer is appointed by Bancorp’s Board of Directors to serve at the discretion of the Board.

 

There is no arrangement or understanding between any executive officer of Bancorp or the Bank and any other person(s) pursuant to which he/she was or is to be selected as an officer.

 

Name and Age
of Executive Officer

 

Position and Offices
with Bancorp and/or the Bank

David P. Heintzman
Age 57

 

Chairman of the Board of Directors and Chief Executive Officer of Bancorp and the Bank

James A. Hillebrand
Age 48

 

President and Director of Bancorp and the Bank

Kathy C. Thompson
Age 55

 

Senior Executive Vice President and Director of Bancorp and the Bank

Nancy B. Davis
Age 61

 

Executive Vice President, Treasurer and Chief Financial Officer of Bancorp and the Bank

William M. Dishman III
Age 53

 

Executive Vice President and Chief Risk Officer of the Bank

Philip S. Poindexter
Age 50

 

Executive Vice President and Chief Lending Officer of the Bank

T. Clay Stinnett
Age 43

 

Executive Vice President and Chief Strategic Officer of Bancorp and the Bank

Michael J. Croce
Age 47

 

Executive Vice President and Director of Retail Banking of the Bank

 

Mr. Heintzman was appointed Chairman and Chief Executive Officer in January 2006. Prior thereto, he served as President of Bancorp and the Bank since 1992. Mr. Heintzman joined the Bank in 1985.

 

Mr. Hillebrand was appointed President in July 2008. Prior thereto, he served as Executive Vice President and Director of Private Banking of the Bank since 2005. From 2000 to 2004, he served as Senior Vice President of Private Banking. Mr. Hillebrand joined the Bank in 1996.

 

Ms. Thompson was appointed Senior Executive Vice President in January 2006.  Prior thereto, she served as Executive Vice President of Bancorp and the Bank. She joined the Bank in 1992 and is Manager of the Wealth Management and Trust Department.

 

Ms. Davis was appointed Executive Vice President of Bancorp and the Bank in 1999 and Chief Financial Officer in 1993. She joined the Bank in 1991.

 

Mr. Dishman joined the Bank and was appointed Executive Vice President and Chief Risk Officer in February 2009.

 

Mr. Poindexter was appointed Chief Lending Officer in July 2008. Prior thereto, he served as Executive Vice President and Director of Commercial Banking. Mr. Poindexter joined the Bank in 2004.

 

Mr. Stinnett was appointed Executive Vice President and Chief Strategic Officer in February 2011. Prior thereto, he served as Senior Vice President and Chief Strategic Officer since 2005. Mr. Stinnett joined the Bank in 2000.

 

Mr. Croce was appointed Executive Vice President and Director of Retail Banking in July 2014. Prior thereto, he served as Senior Vice President and Division Manager of Business Banking. Mr. Croce joined the Bank in 2004.

 

  

Part II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Bancorp’s common stock is traded on the NASDAQ Global Select Market under the ticker symbol SYBT. The table below sets forth the quarterly high and low market closing prices of Bancorp’s common stock and dividends declared per share. On April 29, 2016, Bancorp declared a 3 for 2 stock split to be effected as a 50% stock dividend to shareholders of record on May 13, 2016, payable May 27, 2016. Share and per share information has been adjusted for this split. The payment of dividends by the Bank to Bancorp is subject to the restriction described in Note 18 to the consolidated financial statements. Management believes that Bancorp will continue to generate adequate earnings to continue to pay dividends on a quarterly basis.  On December 31, 2016, Bancorp had approximately 1,585 shareholders of record, and approximately 4,000 beneficial owners holding shares in nominee or “street” name.

 

 

 

  

2016

  

2015

 
          

Cash Dividends

          

Cash Dividends

 

Quarter

 

High

  

Low

  

Declared

  

High

  

Low

  

Declared

 
                         

First

 $26.09  $23.27  $0.17  $23.21  $20.31  $0.15 

Second

  29.03   24.55   0.18   25.40   22.50   0.16 

Third

  33.25   27.52   0.18   25.62   22.63   0.16 

Fourth

  46.95   32.93   0.19   27.10   23.83   0.17 

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

 

  

Total number of
shares purchased (1)

  

Average price paid

per share

  

Total number of

shares purchased

as part of publicly

announced plan

  

Maximum number

of shares that may

yet be purchased

under the plan

 
                 

October 1-October 31

  5,455  $34.04   -   - 

November 1-November 30

  3,484   38.56   -   - 

December 1-December 31

  1,400   45.85    -   - 

Total

  10,339  $37.16   -   - 

 

(1) Activity represents shares of stock withheld to pay taxes due upon the exercise of stock appreciation rights and on lapsed shares of restricted stock.

 

The following performance graphs and data shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed soliciting material or subject to Regulation 14A of the Exchange Act or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

The first graph below compares the performance of Bancorp Common Stock to the Russell 2000 index, the SNL NASDAQ Bank index and the SNL Midwest Bank index for Bancorp’s last five fiscal years. The graph assumes the value of the investment in Bancorp Common Stock and in each index was $100 at December 31, 2011 and that all dividends were reinvested.

 

In addition to the five-year period required by the SEC, the ten-year period is presented because it provides additional perspective, and Bancorp management believes that longer-term performance is of greater interest. The ten-year graph assumes the value of the investment in Bancorp Common Stock and in each index was $100 at December 31, 2006 and that all dividends were reinvested.

 

  

 

 

 Period Ending

Index

 

12/31/11

  

12/31/12

  

12/31/13

  

12/31/14

  

12/31/15

  

12/31/16

 

Stock Yards Bancorp, Inc.

  100.00   112.99   165.94   178.39   207.63   395.83 

Russell 2000

  100.00   116.35   161.52   169.43   161.95   196.45 

SNL Midwest Bank

  100.00   120.36   164.78   179.14   181.86   242.99 

SNL Bank NASDAQ

  100.00   119.19   171.31   177.42   191.53   265.56 

 

 

 

  Period Ending 

Index

 

12/31/06

  

12/31/07

  

12/31/08

  

12/31/09

  

12/31/10

  

12/31/11

  

12/31/12

  

12/31/13

  

12/31/14

  

12/31/15

  

12/31/16

 

Stock Yards Bancorp, Inc.

  100.00   87.71   103.54   82.85   98.05   84.75   95.76   140.64   151.18   175.97   335.47 

Russell 2000

  100.00   98.43   65.18   82.89   105.14   100.75   117.23   162.74   170.70   163.17   197.93 

SNL Midwest Bank

  100.00   77.94   51.28   43.45   53.96   50.97   61.35   83.99   91.31   92.69   123.85 

SNL Bank NASDAQ

  100.00   78.51   57.02   46.25   54.57   48.42   57.71   82.95   85.91   92.74   128.58 

  

  

Item 6.

Selected Financial Data

 

Selected Consolidated Financial Data 

 

 

 

Years ended December 31

 

(Amounts in thousands except per share data and ratios)

 

2016

  

2015

  

2014

  

2013

  

2012

 
                     

Income statement data

                    

Interest income

 $102,172   $93,170   $89,087   $86,464   $86,901 

Interest expense

  4,918    4,852    5,330    9,166    12,951  

Net interest income

  97,254    88,318    83,757    77,298    73,950  

Provision (credit) for loan losses

  3,000    750    (400)  6,550    11,500  

Non-interest income

  43,537    39,950    39,155    39,002    38,457  

Non-interest expenses

  81,520    73,398    73,209    71,352    65,472  

Income before income taxes

  56,271    54,120    50,103    38,398    35,435  

Income tax expense

  15,244    16,933    15,281    11,228    9,634  

Net income

 $41,027   $37,187   $34,822   $27,170   $25,801  

Per share data

                    

Net income, basic

 $1.84   $1.68   $1.59   $1.27   $1.24  

Net income, diluted

  1.80    1.65    1.57    1.26   1.23  

Cash dividends declared

  0.72    0.64    0.59    0.54    0.51 

Book value

  13.88    12.80    11.75    10.47    9.83  

Market value

  46.95    25.19    22.23    21.28    14.95  

Weighted average common and common equivalent shares - diluted

  22,792    22,459    22,144   21,530   20,898 

Balance sheet data

                    

Total assets

 $3,039,481   $2,816,801   $2,563,868   $2,389,262   $2,148,262 

Loans

  2,305,375    2,033,007    1,868,550    1,721,350    1,584,594  

Allowance for loan losses

  24,007    22,441    24,920    28,522    31,881  

Available for sale securities

  570,074    565,876    513,056    490,031    386,440  

Deposits

  2,520,548    2,371,702    2,123,627    1,980,937    1,781,693  

Federal Home Loan Bank advances

  51,075    43,468    36,832    34,329    31,882  

Subordinated debentures

  -    -    -    -    30,900  

Stockholders' equity

  313,872    286,519    259,895    229,444    205,075  

Average balances

                    

Stockholders’ equity

 $304,151   $274,451   $245,425   $220,107   $197,551  

Assets

  2,886,396    2,573,901    2,398,430    2,232,868    2,070,967  

Federal Home Loan Bank advances

  45,455    41,041    35,709    32,518    60,113  

Long-term debt

  -    -    -    30,477    31,474  

Selected ratios

                    

Return on average assets

  1.42%  1.44%  1.45%  1.22%  1.25%

Return on average stockholders’ equity

  13.49   13.55   14.19   12.34   13.06 

Average stockholders’ equity to average assets

  10.54   10.66   10.23   9.86   9.54 

Net interest rate spread

  3.51   3.59   3.67   3.59   3.74 

Net interest rate margin, fully tax-equivalent

  3.59   3.67   3.75   3.74   3.94 

Efficiency ratio

  57.56   56.81   59.09   60.82   57.38 

Non-performing loans to total loans

  0.29   0.44   0.64   1.33   1.90 

Non-performing assets to total assets

  0.39   0.48

 

  0.70

 

  1.19

 

  1.74

 

Net charge offs to average loans

  0.07   0.17   0.18   0.60   0.60 

Allowance for loan losses to total loans

  1.04   1.10

 

  1.33

 

  1.66

 

  2.01

 

  

Share and per share information has been adjusted to reflect the 3 for 2 stock-split effected in the form of a 50% stock dividend in May 2016. 

 

  

Item 7.

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

  

 

Financial Section Summary

 

The financial section of this Form 10-K includes management’s discussion and analysis, consolidated financial statements, and the notes to those financial statements. Bancorp has prepared the following summary to assist in your review of the financial section. It is designed to give you an overview of Stock Yards Bancorp, Inc. and summarize some of the more important activities and events that occurred during 2016. Share and per share information has been adjusted to reflect the 3 for 2 stock-split which was effected in the form of a 50% stock dividend in May 2016.

 

The financial section includes the following:

 

Management’s discussion and analysis, or MD&A provides information as to analysis of the consolidated financial condition and results of operations of Bancorp. It contains management’s view about industry trends, risks, uncertainties, accounting policies that Bancorp views as critical in light of its business, results of operations including discussion of the key performance drivers, financial position, cash flows, commitments and contingencies, important events, transactions that have occurred over the last three years, and forward-looking information, as appropriate.

 

Financial statements include Consolidated Balance Sheets as of the end of the last two years, and Consolidated Statements of Income, Comprehensive Income, Changes in Stockholders’ Equity, and Cash Flows, for each of the last three years. Bancorp’s financial statements are prepared in accordance with US GAAP.

 

Notes to the financial statements provide insight into, and are an integral part of, the financial statements. These notes contain explanations of significant accounting policies, details about certain captions on the financial statements, information about significant events or transactions that have occurred, discussions about legal proceedings, commitments and contingencies, and selected financial information relating to business segments. The notes to the financial statements also are prepared in accordance with US GAAP.

 

Reports related to the financial statements and internal controls over financial reporting include the following:

 

A report from KPMG LLP, an independent registered public accounting firm, which includes their opinion on the presentation of Bancorp’s consolidated financial statements in conformity with US GAAP based on their audits;

 

A report from management indicating Bancorp’s responsibility for financial reporting and the financial statements;

 

A report from management indicating Bancorp’s responsibility for the system of internal control over financial reporting, including an assessment of the effectiveness of those controls; and

 

A report from KPMG LLP, which includes their opinion on the effectiveness of Bancorp’s internal control over financial reporting.

 

Our Business

 

Stock Yards Bancorp, Inc. was incorporated in 1988, and its business is substantially the same as that of its wholly owned subsidiary, Stock Yards Bank & Trust Company. The Bank has operated continuously since it opened in 1904. The Bank conducted business at one location for 85 years and began branching in 1989. At December 31, 2016, the Bank had 28 full service banking locations in the Louisville MSA, 4 full service banking locations in the Indianapolis MSA, and 5 full service banking locations in the Cincinnati MSA. Bancorp’s focus on flexible, attentive customer service has been key to its growth and profitability. The wide range of services provided by wealth management and trust, securities brokerage, and mortgage origination helps support the corporate philosophy of capitalizing on full service customer relationships.

 

 

Forward-Looking Statements

 

This report contains forward-looking statements under the Private Securities Litigation Reform Act that involve risks and uncertainties. These forward-looking statements may be identified by the use of words such as “expect”, “anticipate”, “plan”, “foresee”, “believe” or other words with similar meaning. Although Bancorp believes assumptions underlying forward-looking statements contained herein are reasonable, any of these assumptions could be inaccurate. Factors that could cause actual results to differ from results discussed in forward-looking statements include, but are not limited to: economic conditions both generally and more specifically in markets in which Bancorp and its subsidiary operate; competition for Bancorp’s customers from other providers of financial services; government legislation and regulation which change from time to time and over which Bancorp has no control; changes in interest rates; material unforeseen changes in liquidity, deterioration in the real estate market, results of operations or financial condition of Bancorp’s customers; or other risks detailed in Bancorp’s filings with the Securities and Exchange Commission and Item 1A of this Form 10-K, all of which are difficult to predict and many of which are beyond the control of Bancorp.

 

Critical Accounting Policies

 

Bancorp has prepared consolidated financial information in this report in accordance with US GAAP.  In preparing the consolidated financial statements in accordance with US GAAP, Bancorp makes estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period.  There can be no assurances that actual results will not differ from those estimates.

 

Management has identified the accounting policy related to the allowance and provision for loan losses as critical to the understanding of Bancorp’s results of operations and discussed this conclusion with the Audit Committee of the Board of Directors. Since the application of this policy requires significant management assumptions and estimates, it could result in materially different amounts to be reported if conditions or underlying circumstances were to change. The provision for loan losses reflects an allowance methodology driven by risk ratings, historical losses, specific loan loss allocations, and qualitative factors. Assumptions include many factors such as changes in borrowers’ financial condition which can change quickly or historical loss ratios related to certain loan portfolios which may or may not be indicative of future losses. In the second quarter of 2015, Bancorp extended the historical period used to capture Bancorp’s historical loss ratios from 12 quarters to 24 quarters. This extension of the historical period was applied to all classes and segments of our portfolio. The expansion of the look-back period for the quantitative historical loss rate caused us to review the overall methodology for the qualitative factors to ensure we were appropriately capturing the risk not addressed in the quantitative historical loss rate. Management believes the extension of the look-back period is appropriate to capture the impact of a full economic cycle and more accurately represents the current level of risk inherent in the loan portfolio. To the extent that management’s assumptions prove incorrect, results from operations could be materially affected by a higher or lower provision for loan losses. The accounting policy related to the allowance for loan losses is applicable to the commercial banking segment of Bancorp. The impact and any associated risks related to this policy on Bancorp’s business operations are discussed in the “Allowance for Loan Losses” section below.

 

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

 

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

 

 

Overview of 2016   

 

The following discussion should be read in conjunction with Bancorp’s consolidated financial statements and accompanying notes and other schedules presented elsewhere in this report.

 

In 2016, Bancorp completed a record year of earnings, asset, and deposit growth with net income totaling $41.0 million, an increase of $3.8 million, or 10%, over 2015. Diluted earnings per share for 2016 increased 9% over 2015 to $1.80, marking the sixth consecutive year of record earnings per diluted share. Increased profitability was primarily due to increases in net interest income and non-interest income, and decreased income tax expense. These were partially offset by an increased provision for loan losses and higher non-interest expenses in 2016.

 

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

 

As a result of record loan production, lower levels of payments and prepayments, and higher utilization of available lines of credit, Bancorp’s loan portfolio increased $272 million, or 13%, to $2.3 billion as of December 31, 2016. Despite lower average rates on interest earning assets, the positive effect of increased volumes on loans and available-for-sale investments contributed to higher interest income for 2016, as interest income increased $9.0 million, or 10%, over the same period in 2015. Deposit growth during 2016, offset by lower funding costs on deposits and borrowings, resulted in only a slight increase in interest expense, year over year. Under the continuing pressure of a highly competitive lending environment, net interest margin in 2016 decreased to 3.59%, as compared to 3.67% in 2015.

 

Total non-interest income increased $3.6 million, or 9.0% in 2016, as compared to 2015, and remained consistent at 31% of total revenues. With the exception of a minimal decrease in income from bank-owned life insurance, all areas of non-interest income increased, 2016 over 2015, with the greatest dollar increase from the Bancorp’s wealth management and trust department (WM&T). WM&T represents an important part of the relationship focused philosophy of the Company and, accordingly, income from the department represents approximately 44% of total non-interest income for the Bancorp. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size and although the 2016 increase was partially the result of a rising stock market during the year, it also represented the best year ever for WM&T in terms of new clients added.

 

Higher non-interest expenses for 2016 were primarily the result of increased personnel and technology costs, associated with growth and operational support, and increased amortization expense for investments in tax credit partnerships as the Bancorp increased its commitment to customers pursuing tax-advantaged projects, primarily involving historical redevelopment. Net gains on sales of other real estate owned totaled $409 thousand compared to net losses of $147 thousand for 2015. Bancorp's efficiency ratio for 2016 of 57.6% was up from 56.8% in 2015. 

 

For the twelve-month period ended December 31, 2016, Bancorp recorded a $3.0 million provision for loan losses, compared to $750 thousand for the same period in 2015.  The increase in the provision was primarily the result of loan growth. The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in management’s evaluation, is adequate to provide coverage for the inherent losses on outstanding loans. Bancorp's allowance for loan losses was 1.04% of total loans at December 31, 2016, compared to 1.10% of total loans at December 31, 2015.

 

Bancorp’s effective tax rate decreased to 27.1% in 2016 from 31.3% in 2015, primarily a result of the higher utilization of federal income tax credits in 2016. Bancorp invests in certain partnerships that yield federal income tax credits. The tax benefit of these investments exceeds amortization expense associated with them, resulting in a positive impact on net income.

 

  

Tangible common equity (TCE), a non-GAAP measure, is a measure of a company's capital which is useful in evaluating the quality and adequacy of capital. It is calculated by subtracting the value of intangible assets and any preferred equity from Bancorp’s stockholders’ equity. The ratio of tangible common equity to total tangible assets was 10.26% as of December 31, 2016, compared to 10.10% at December 31, 2015. See the Non-GAAP Financial Measures section for details on reconcilement to US GAAP measures.

 

Challenges for 2017 will include managing net interest margin, achieving continued loan growth, managing credit quality and adapting to changing regulatory requirements.

 

Considering the recent increase in short-term interest rates implemented by the Federal Open Market Committee and with the expectation of additional increases in 2017, management anticipates that net interest margins will increase during the coming year. However, competitive pressures on rates for new loans could result in a continued pressure on the net interest margin for 2017. Increased deposit rate competition could also negatively impact this expectation, as could an increase in longer term interest rates.

Bancorp’s goals for 2017 include net loan growth at a pace comparable to that experienced in 2014 and 2015. This will be impacted by competition, prevailing economic conditions, line of credit utilization and prepayments in the loan portfolio. Bancorp believes there is continued opportunity for loan growth in all three markets, and Bancorp’s ability to deliver attractive loan growth over the long-term is linked to Bancorp’s success.

Bancorp has been successful at gathering sufficient deposits to fund loan growth. While deposits in all market areas have grown, the most significant increases arose in the Louisville market. Bancorp will need to continue to increase deposits to support loan growth.

Bancorp is subject to extensive regulation, supervision and examination by federal and state banking authorities. While recent political developments indicate banking regulations may decrease, Bancorp believes regulation will continue to play a significant role in the banking industry.

  

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

 


Results of Operations

 

Net income was $41.0 million or $1.80 per share on a diluted basis for 2016 compared to $37.2 million or $1.65 per share for 2015 and $34.8 million or $1.57 per share for 2014.

 

Net income for 2016 was positively impacted by:

 

an $8.9 million, or 10% increase in net interest income, and

 

a $3.6 million, or 9% increase in non-interest income, and

 

a $1.7 million, or 10% decrease in income tax expense.

  

Net income for 2016 was negatively impacted by:

 

a $3.0 million provision for loan losses in 2016, compared to $750 thousand in 2015, and

 

an $8.1 million, or 11% increase in non-interest expense

  

The following paragraphs provide a more detailed analysis of significant factors affecting operating results.

 

Net Interest Income

 

Net interest income, the most significant component of Bancorp’s earnings, represents total interest income less total interest expense.  Net interest spread is the difference between the taxable equivalent rate earned on average interest earning assets and the rate expensed on average interest bearing liabilities.  Net interest margin represents net interest income on a taxable equivalent basis as a percentage of average earning assets. Net interest margin is affected by both interest rate spread and the level of non-interest bearing sources of funds.  The level of net interest income is determined by the mix and volume of interest earning assets, interest bearing deposits and interest bearing liabilities and by changes in interest rates. The discussion that follows is based on tax-equivalent interest data. 

 

 

Comparative information regarding net interest income follows:

 

 

(Dollars in thousands)

             

2016/2015

  

2015/2014

 
  

2016

  

2015

  

2014

  

Change

  

Change

 
                     

Net interest income, tax- equivalent basis

 $98,088   $89,246   $84,730    9.9

%

  5.3

%

Net interest spread

  3.51%  3.59%  3.67%  (8) bp  (8) bp

Net interest margin

  3.59%  3.67%  3.75%  (8) bp  (8) bp

Average earning assets

 $2,730,949   $2,430,400   $2,259,843    12.4

%

  7.5

%

Five year Treasury bond rate at year end

  1.93%  1.76%  1.65%  17   bp  11   bp

Average five year Treasury bond rate

  1.33%  1.53%  1.63%  (20) bp  (10) bp

Prime rate at year end

  3.75%  3.50%  3.25%  25   bp  25   bp

Average prime rate

  3.51%  3.26%  3.25%  25   bp  1   bp

  

bp = basis point = 1/100th of a percent 

 

All references above to net interest margin and net interest spread exclude the sold portion of certain participation loans from calculations. Such loans remain on Bancorp's balance sheet as required by US GAAP because Bancorp retains some form of effective control; however, Bancorp receives no interest income on the sold portion of these loans. These participation loans sold are excluded in the calculation of margins, because Bancorp believes it provides a more accurate depiction of the performance of its loan portfolio.

 

Prime rate and the five year Treasury bond rate are included above to provide a general indication of the interest rate environment in which Bancorp operated. Approximately $869 million, or 38%, of Bancorp’s loans are variable rate; most of these loans are indexed to the prime rate and may reprice as that rate changes. However, approximately $287 million of variable rate loans, have reached their contractual floor of 4% or higher. Interest rates must rise above the level of the floors before these loans will begin to reprice. Approximately $154 million of variable rate loans have contractual floors below 4%. The remaining $428 million of variable rate loans have no contractual floor. Bancorp intends to establish floors whenever possible upon acquisition of new customers. Bancorp’s variable rate loans are primarily comprised of commercial lines of credit and real estate loans. At inception, most of Bancorp’s fixed rate loans are priced in relation to the five year Treasury bond.

 

Average loan balances increased $235 million or 12.3% in 2016. However, competition and the sustained low interest rate environment drove average loan yields lower by 9 basis points. Increased interest income from higher volumes was partially offset by these lower rates. Bancorp grew average interest bearing deposits $170 million or 10.6%. Average interest costs on interest bearing deposits decreased 1 basis point, reflecting a stabilization of the sustained low interest rate environment of recent years. Average Federal Home Loan Bank (“FHLB”) advances increased by $4.4 million or 10.8%, with average rates decreasing by 61 basis points.

 

Considering the recent increase in short-term interest rates implemented by the Federal Open Market Committee and with the expectation of additional increases in 2017, management anticipates that net interest margins will increase during the coming year. However, competitive pressures on rates for new loans could result in pressure on the net interest margin for 2017. The margin could be affected negatively if competition causes increases in deposit rates or a decline in loan pricing in Bancorp’s markets.

 

Asset/Liability Management and Interest Rate Risk

 

Managing interest rate risk is critical to Bancorp. The primary objective of interest rate risk management is to neutralize effects of interest rate changes on net income. By considering both on and off-balance sheet financial instruments, management evaluates interest rate sensitivity while attempting to optimize net interest income within the constraints of prudent capital adequacy, liquidity needs, market opportunities and customer requirements.

 

  

Interest Rate Simulation Sensitivity Analysis

 

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

 

The December 31, 2016 simulation analysis, which shows little interest rate sensitivity, indicates that increases in interest rates of 100 to 200 basis points would have a negative effect on net interest income, and a decrease of 100 basis points in interest rates would also have a negative effect on net interest income.  In this scenario, if rates raise 200 bp, net interest income declines 1.18%, primarily due to the high percentage of non-maturity deposits, which reprice immediately, combined with the short duration of time deposits matched against the loan portfolio. These estimates are summarized below. The scenario of rates decreasing 200 bp is not reasonably possible given current low rates for short-term instruments and most deposits.

 
  

Net interest

income %

change

 

Increase 200 bp

  (1.18) 

Increase 100 bp

  (0.87) 

Decrease 100 bp

  (3.69) 

Decrease 200 bp

  N/A 

 

Approximately 62% of its loan portfolio has fixed rates and 12% of its loan portfolio is priced at variable rates with floors of 4% or higher. Since the prime rate is currently 3.75%, a rise in rates would have to increase more than 25 bps before the rates on such loans will rise to compensate for higher interest costs. This effect is captured in the simulation analysis above.

 

Undesignated derivative instruments described in Note 22 to Bancorp’s consolidated financial statements are recognized on the consolidated balance sheet at fair value, with changes in fair value due to changes in prevailing interest rates, recorded in other non-interest income. Because of matching terms of offsetting contracts, in addition to collateral provisions which mitigate the impact of non-performance risk, changes in fair value subsequent to initial recognition have a minimal effect on earnings, and are therefore not included in the simulation analysis results above.

 

Derivatives designated as cash flow hedges described in Note 22 to Bancorp’s consolidated financial statements are recognized on the consolidated balance sheet at fair value, with changes in fair value due to changes in prevailing interest rates, recorded net of tax in other comprehensive income.

 

The following table presents the increases in net interest income due to changes in rate and volume computed on a tax-equivalent basis and indicates how net interest income in 2016 and 2015 was impacted by volume increases and the lower average interest rate environment. Tax-equivalent adjustments are based on a 35% federal tax rate. The change in interest due to both rate and volume has been allocated to the change due to rate and the change due to volume in proportion to the relationship of the absolute dollar amounts of the change in each. 

 

  

Taxable Equivalent Rate/Volume Analysis

 

  

2016/2015

  

2015/2014

 
  

Increase (decrease)

  

Increase (decrease)

 
  

due to

  

due to

 

(In thousands)

 

Net change

  

Rate

  

Volume

  

Net change

  

Rate

  

Volume

 
                         

Interest income

                        

Loans

 $8,321  $(1,804) $10,125  $3,444   $(3,099) $6,543  

Federal funds sold

  228   191   37   (29)  2    (31)

Mortgage loans held for sale

  (12)  10   (22)  75    19    56  

Securities

                        

Taxable

  331   (787)  1,118   555    (113)  668  

Tax-exempt

  40   12   28   (7)  (33)  26  
                         

Total interest income

  8,908   (2,378)  11,286   4,038    (3,224)  7,262  
                         

Interest expense

                        

Deposits

                        

Interest bearing demand deposits

  385   171   214    97    24    73  

Savings deposits

  4    (1)  5    3    (1)  4  

Money market deposits

  172   144   28    15    (10)  25  

Time deposits

  (357)  (166)  (191)  (697)  (375)  (322)

Securities sold under agreements to repurchase

  (13)  (7)  (6)  9    1    8  

Federal funds purchased and other short-term borrowings

  51   33   18   (4)  1    (5)

Federal Home Loan Bank advances

  (176)  (269)  93    99   (24)  123  
                         

Total interest expense

  66   (95)  161   (478)  (384)  (94)
                         

Net interest income

 $8,842  $(2,283) $11,125  $4,516   $(2,840) $7,356  


Bancorp’s tax equivalent net interest income increased $8.8 million for the year ended December 31, 2016 compared to the same period of 2015, while 2015 increased $4.5 million compared to 2014.

 

As shown in the table above, net interest income for 2016 compared to 2015 was positively impacted, most significantly by an increase in loan volume and to a lesser extent by securities volume, a more favorable mix of deposits, and a decrease in rates of FHLB advances. Net interest income for the comparative periods was negatively impacted by a decline in the average rate earned on assets. The change in average rates on deposits was slight with only a minimal impact on earnings.

 

For the year 2015 compared to 2014, net interest income was positively impacted most significantly by an increase in loan and, to a lesser extent, securities volume, a decrease in deposit rates, a more favorable mix of deposits, and decreases in the rates of FHLB advances. Net interest income was negatively impacted by a decline in the average rate earned on assets and higher volume of FHLB advances.

 

  

Provision for Loan Losses

 

In determining the provision for loan losses, management considers many factors. Among these are the quality of the loan portfolio, underlying collateral, previous loss experience, the size and composition of the loan portfolio and an assessment of the impact of current economic conditions on borrowers’ ability to pay. The provision for loan losses and resulting ratios are summarized below:

 

(Dollars in thousands)

 

2016

  

2015

  

2014

 
             

Provision (credit) for loan losses

 $3,000  $750  $(400)

Allowance to loans at year end

  1.04%  1.10%  1.33%

Allowance to average loans for year

  1.11%  1.17%  1.41%

  

The provision for loan losses represents a charge to earnings necessary to establish an allowance for loan losses that, in management’s evaluation, is adequate to provide coverage for inherent losses on outstanding loans. The allowance for loan losses is calculated after considering credit quality factors, and ultimately relies on an overall internal analysis of risk in the loan portfolio. Based on this analysis, the provision for loan losses is determined and recorded. The provision reflects the results of an allowance methodology that is driven by risk ratings, historical losses, specific loan loss allocations, and qualitative factors. The 2016 provision reflected a number of factors, including record loan growth and qualitative considerations. Key indicators of loan quality continued to show improvement during 2016, with levels of non-performing loans continuing a five year downward trend. Bancorp considers the present asset quality metrics to be exceptionally strong. Recognizing the cyclical nature of the lending business, this trend will most likely normalize over the long term. More information on this process can be found in the “Allowance for loan losses” section.

 

Non-performing loans decreased to $6.7 million at December 31, 2016 from $8.9 million at year-end 2015, primarily due to a decrease in non-accrual loans. Troubled debt restructurings (TDRs) currently accruing interest, decreased from $1.1 million at December 31, 2015 to $974 thousand at December 31, 2016, declining as a result of payments applied to principal on the three loans involved. The ratio of non-performing loans to total loans was 0.29% at December 31, 2016, down from 0.44% at December 31, 2015. Another key metric, net charge-offs, totaled 0.07% of average loans for 2016 compared to 0.17% for 2015. See “Financial Condition-Non-performing Loans and Assets” for further discussion of non-performing loans.  See “Financial Condition-Summary of Loan Loss Experience” for further discussion of loans charged off during the year.

 

Bancorp’s loan portfolio is diversified with no significant concentrations of credit. Geographically, most loans are extended to borrowers in the metropolitan areas of Louisville, Indianapolis and Cincinnati. The adequacy of the allowance is monitored on an ongoing basis and it is the opinion of management that the balance of the allowance for loan losses at December 31, 2016 is adequate to absorb probable losses inherent in the loan portfolio as of the financial statement date. See “Financial Condition-Allowance for Loan Losses” for more information on the allowance for loan losses. 

 

  

Non-Interest Income and Non-Interest Expenses

 

The following table provides a comparison of components of non-interest income for 2016, 2015 and 2014. Below the table is a discussion of significant changes and trends.

 

              

2016/2015

  

2015/2014

 

(Dollars in thousands)

 

2016

  

2015

  

2014

  

Change

  

%

  

Change

  

%

 
                             
                             

Wealth management and trust services

 $19,155  $18,026   $18,212   $1,129   6.3

%

 $(186)  (1.0

)%

Service charges on deposit accounts

  9,471   8,906    8,883    565   6.3    23    0.3  

Bankcard transactions

  5,655   4,876    4,673    779   16.0   203    4.3  

Mortgage banking

  3,897   3,488    2,653    409   11.7   835    31.5  

Securities brokerage

  2,145   1,994    2,060    151   7.6   (66)  (3.2)

Bank owned life insurance

  871   889    927    (18)  (2.0)  (38)  (4.1)

Other

  2,343   1,771    1,747   572   32.3   24   0.9  
  $43,537  $39,950   $39,155   $3,587   9.0

%

 $795    2.0

%

 

 

Wealth Management and Trust

 

The largest component of non-interest income is wealth management and trust (“WM&T”) revenue. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size. Trust assets under management totaled $2.52 billion at December 31, 2016, a 13% increase compared to $2.24 billion at December 31, 2015. Assets under management are stated at market value and while the 2016 increase was partially the result of a rising stock market during the year, it also represented the best year ever for WM&T in terms of new clients added. WM&T revenue, which constitutes an average of 44% of non-interest income, increased $1.1 million, or 6.3%, for 2016 compared to 2015. Recurring fees, which generally comprise over 95% of the WM&T revenue, increased $856 thousand, or 4.9%, in 2016, compared to 2015. Recurring fees earned for managing accounts are based on a percentage of market value of the assets under management and are assessed on a monthly basis. Some revenues of the WM&T department, most notably executor, insurance, and some employee benefit plan-related fees, are non-recurring in nature and the timing of these revenues corresponds with the related administrative activities, and are also based on the market value of assets under management. Total non-recurring fees increased $273 thousand for 2016, compared to 2015. For 2016, 2015 and 2014 executor fees totaled approximately $549 thousand, $390 thousand and $739 thousand, respectively. Contracts between WM&T and their clients do not permit performance based fees and accordingly, none of the fees earned by WM&T are performance based. Management believes the WM&T department will continue to factor significantly in Bancorp’s financial results and provide strategic diversity to revenue streams. Management is optimistic that the WM&T department will deliver strong growth in 2017, but notes that increased market volatility could affect near-term results. The tables that follow present additional information on the assets under management and fees earned by WM&T.

 

The following table provides information regarding assets under management (AUM) by WM&T as of December 31, 2016 and 2015. This table demonstrates that:

 

 

Approximately 80% of our AUM are actively managed.

 

 

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

 

 

The amount of custody and safekeeping accounts is insignificant, and

 

 

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

  

 

Assets Under Management by Account Type

 

December 31, 2016

  

December 31, 2015

 
  

Assets

  

Assets

 

(in thousands)

 

Managed

  

Non-managed (1)

  

Managed

  

Non-managed (1)

 
                 

Personal trust and agency accounts

 $548,132   $92,880   $555,649   $2,093  

Employee benefit and retirement related accounts

                

Defined contribution

  39,082    355,150    36,837    304,112  

Defined benefit

  12,965    -    14,053    -  

IRA's

  306,496    8,150    290,251    9,349  

Investment management and investment advisor agency accounts

  847,587    18,356    770,194    -  

Foundation and endowment trust and agency accounts

  223,741    -    216,174    4,320  
                 

Total fiduciary accounts

 $1,978,003   $474,536   $1,883,158   $319,874  

Custody and safekeeping accounts

  -    70,872    -    34,637  
                 

Totals

 $1,978,003   $545,408   $1,883,158   $354,511  

Total managed and non-managed assets

 $2,523,411       $2,237,669      

 

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

 

The table below presents data regarding WM&T managed assets by class of investment as of December 31, 2016 and 2015. Managed assets are invested in instruments for which market values can be readily determined, the majority of which are sensitive to market fluctuations. This table demonstrates that:

 

 

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

 

 

The majority of these instruments are sensitive to market fluctuations.

 

 

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

 

 

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

 

Managed Assets by Class of Investment

        
  

As of December 31,

 

(in thousands)

 

2016

  

2015

 
         

Non-interest bearing deposits

 $145   $357  

Interest bearing deposits

  148,751    118,692  

US Treasury and government agency obligations

  39,862    56,457  

State, county and municipal obligations

  120,576    133,887  

Money market mutual funds

  12,908    41,921  

Equity mutual funds

  452,593    416,646  

Other mutual funds - fixed, balanced, and municipal

  300,811    280,903  

Other notes and bonds

  92,338    77,584  

Common and preferred stocks

  708,782    654,208  

Real estate mortgages

  388    437  

Real estate

  45,502    45,297  

Other miscellaneous assets (1)

  55,347    56,769  
         

Total managed assets

 $1,978,003   $1,883,158  

 

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

 

  

The table below provides information regarding fee income earned by Bancorp’s WM&T department for the twelve-month periods ended December 31, 2016, 2015 and 2014. The table below demonstrates that fee revenue is earned most significantly from personal trust, agency, and investment management accounts. Fees are based on AUM and tailored for individual accounts and/or relationships. We use a fee structure that considers and tailors based on type of account and other factors. For example, fee structures are in place for investment management, irrevocable trusts, revocable trusts, IRA accounts, and accounts holding only fixed income securities. There are also fee structures for estate settlements, which are non-recurring, and retirement plan services which typically consist of a one-time conversion fee with recurring AUM fees to follow. All fees are based on the market value of each account and are tiered based on account size, with larger relationships paying a lower percentage of AUM in fees. Fees are agreed upon at the time the account is opened and these and any subsequent revisions are communicated in writing to the customer. Fees earned are not performance based nor are they based on investment strategy or transactions.

 

Fiduciary and Related Services Income

            
  

Years Ended December 31,

 

(In thousands)

 

2016

  

2015

  

2014

 
             

Personal trust and agency

 $7,142   $6,825   $7,499  

Employee benefits and related trust

            

Defined contribution

  1,543    1,367    1,284  

Defined benefit

  106    125    119  

IRA's

  3,000    2,847    2,579  

Corporate trust and agency

  3    3    3  

Investment management and investment advisory agency

  6,521    6,087    5,639  

Foundation and endowment trust and agency

  491    433    535  

Custody and safekeeping

  104    90    87  

Brokerage and insurance

  45    132    202  

Other

  200    117    265  
             

Total

 $19,155   $18,026   $18,212  

 

Other Non-interest Income

 

Service charges on deposit accounts increased $565 thousand, or 6.3%, for 2016 compared to 2015. Service charge income is driven by transaction volume, which can fluctuate throughout the year. The increases for 2016 are primarily due to the introduction of a new checking account product during the year. This product provides ancillary services to customers, while carrying a monthly service charge. Another significant component of service charges is related to fees earned on checking account overdrafts. Management expects this source of revenue to slowly decline due to anticipated changes in customer behavior and ongoing regulatory restrictions.

 

Bankcard transaction revenue increased $779 thousand, or 16.0%, for 2016 compared to 2015. Bankcard revenue primarily represents income the Bank derives from customers’ use of debit and credit cards. The increase in 2016 reflected volume resulting from newly offered commercial credit cards. Volume, which is dependent on consumer behavior, is expected to continue to increase. However, interchange income is based on rates set by service providers in a competitive market. Bancorp expects a slight decrease in interchange rates as service providers gravitate to the lower cost options within the market, potentially decreasing revenue from this source.

 

Mortgage banking revenue primarily includes gains on sales of mortgage loans. Bancorp’s mortgage banking department originates residential mortgage loans to be sold in the secondary market. Interest rates on the loans sold are locked with the investor prior to closing the loans, thus Bancorp bears no interest rate risk related to these loans. The department offers conventional, VA and FHA financing, for purchases and refinances, as well as programs for first-time home buyers. Interest rates on mortgage loans directly impact the volume of business transacted by the mortgage banking division. Mortgage banking revenue increased $409 thousand, or 11.7%, in 2016 compared to 2015. Market rates for mortgage loans remained low during 2016, while economic conditions improved stimulating both purchase and refinance activity for the year. As interest rates rise Bancorp anticipates a slowing of refinancing activity.

 

In 2016 there were no securities sold. In 2015, Bancorp sold securities with total fair market value of $5.9 million, generating no gain or loss. These securities consisted of agency and mortgage-backed securities with small remaining balances. In 2014, Bancorp sold securities with total fair market value of $7.7 million, generating a net loss of $9 thousand. These securities consisted of mortgage-backed securities with small remaining balances, obligations of state and political subdivisions, and agency securities. Sales were made in the ordinary course of portfolio management. Management has the intent and ability to hold all remaining investment securities available-for-sale for the foreseeable future.

 

  

Securities brokerage commissions and fees increased $151 thousand, or 7.6%, in 2016 compared to 2015, corresponding to overall brokerage volume. Brokerage commissions and fees earned consist primarily of stock, bond and mutual fund sales as well as wrap fees on accounts. Wrap fees are charges for investment programs that bundle together a suite of services, such as brokerage, advisory, research and management, and are based on a percentage of assets. Bancorp deploys its brokers primarily through its branch network via an arrangement with a third party broker-dealer, while larger managed accounts are serviced in the Bank’s WM&T department.

 

Income related to bank-owned life insurance (“BOLI”) declined to $871 thousand in 2016 compared to $889 thousand for 2015, reflecting a lower interest crediting rate in 2016 due to the prevailing low interest rate environment.  BOLI assets represent the cash surrender value for life insurance policies on certain key employees who have provided consent for Bancorp to be the beneficiary of a portion of such policies. The related change in cash surrender value and any death benefits received under the policies are recorded as non-interest income. This income helps offset the cost of various employee benefits.

 

Other non-interest income increased $572 thousand, or 32.3%, during 2016 compared to 2015. Included in this category is swap fee income, which totaled $467 thousand and $60 thousand for 2016 and 2015, respectively. Opportunities to earn swap fee income are infrequent due to the specialized nature of the transactions.

 

The following table provides a comparison of components of non-interest expenses for 2016, 2015 and 2014. Below the table is a discussion of significant changes and trends.

 

              2016/2015  2015/2014 
(Dollars in thousands) 2016  2015  2014  Change   %   Change   
                             

Salaries and employee benefits

 $49,185  $44,709  $44,687  $4,476   10.0% $22   0.0%

Net occupancy expense

  6,279   5,912   5,963   367   6.2   (51)  (0.9)

Data processing expense

  7,073   6,348   6,393   725   11.4   (45)  (0.7)

Furniture and equipment expense

  1,143   1,074   1,016   69   6.4   58   5.7 

FDIC insurance

  1,181   1,258   1,314   (77)  (6.1)  (56)  (4.3)

Loss (gain) on other real estate owned

  (409)  147   (271)  (556)  (378.2)  418   (154.2)

Amortization of investment in tax credit partnerships

  4,458   634   1,095   3,824   603.2   (461)  (42.1)

Other

  12,610   13,316   13,012   (706)  (5.3)  304   2.3 
                             
  $81,520  $73,398  $73,209  $8,122   11.1% $189   0.3%

                                                                         

Salaries and benefits, the largest component of non-interest expenses increased $4.5 million, or 10%, in 2016 compared to 2015. The increase reflected the addition of personnel associated with growth and operational support, higher incentive compensation related to accelerating loan and earnings growth, and increases in employee benefits. At December 31, 2016, Bancorp had 578 full-time equivalent employees compared to 555 at December 31, 2015 and 524 at December 31, 2014.

 

Net occupancy expense increased $367 thousand, or 6.2%, from 2015 to 2016. The increase was largely due to higher rent and depreciation for locations added during 2015 and increased maintenance costs company-wide. At December 31, 2016, Bancorp had 37 banking center locations, including the main office, and a separate operations center.

 

Data processing expense increased $725 thousand, or 11.4%, from 2015 to 2016, largely due to increases in computer costs resulting from system improvements and expenses related to the issuance and processing of business credit cards. This category includes computer software amortization, equipment depreciation, and expenditures related to investments in new technology needed to maintain and improve the quality of delivery channels and internal resources.

 

  

Furniture and equipment expense increased $69 thousand or 6.4% in 2016, as compared to 2015, due to a variety of factors, none of which is individually significant. Costs of capital asset additions flow through the statement of income over the lives of the assets in the form of depreciation expense. 

 

FDIC insurance expense decreased $77 thousand, or 6.1% for the year ended December 31, 2016, as compared to the same period in 2015. The assessment is calculated by the FDIC, and the decline in expense is due primarily to a change in assessment methodology. During 2016, the FDIC revised the assessment criteria to more closely align FDIC assessments with each financial institution’s risks. Bancorp benefited from this change.

 

Gains/losses from the sale of foreclosed assets decreased non-interest expense by $556 thousand, for 2016 compared to 2015. This occurred as Bancorp experienced a net gain of $409 thousand for 2016 as compared to a net loss of $147 thousand in 2015.

 

Amortization expense of investments in tax credit partnerships increased $3.8 million for the year ended December 31, 2016 compared to the same period of 2015. This expense reflects amortization of investments in partnerships which generate federal income tax credits and can vary widely depending upon the timing and magnitude of investments and related amortization. For each of Bancorp’s investments in tax credit partnerships, the tax benefit compared to the amortization results in a positive effect on net income. See the Income Taxes section below for details on amortization and income tax impact for these credits.

 

Other non-interest expenses, decreased $706 thousand, or 5.3% for the year ended December 31, 2016 compared to the same period of 2015. The decrease was primarily the result of the following:

 

 

A recovery of $588 thousand in 2016 of a 2008 impairment loss. In 2004, Bancorp invested $1.4 million in Indiana Business Bancorp (“IBB”), and included the investment in other assets. Due to a decline in the market value of the stock, Bancorp recorded an impairment charge totaling $866 thousand in 2008. In April 2016, IBB entered into an agreement to be acquired. The transaction was completed in October 2016, resulting in the $588 thousand pre-tax recovery, which was recorded in other expense in the fourth quarter of 2016.

 

A decrease in the provision expense for estimated losses on unfunded commitments; expense of $432 thousand for 2015 as compared to a net reduction of $82 thousand in 2016. This is based on evaluation of the credit risk related to available lines of credit in the loan portfolio and fluctuates based on borrower’s use or repayment of those lines.

 

A decrease of $366 thousand in amortization expense for mortgage servicing rights, 2016 compared to 2015, as pools of MSRs added several years ago were fully amortized in 2015.

 

These decreases were partially offset by higher state bank taxes and losses on asset disposals, 2016 over 2015. This category also includes legal and professional fees, donations, marketing, OREO maintenance, printing, and mail and telecommunications expenses, all of which experienced insignificant changes year to year.

 

Bancorp's efficiency ratio for 2016 of 57.6% increased from 56.8% in 2015. Excluding the amortization of the investments in tax credit partnerships, the adjusted efficiency ratio, a non-GAAP measure, would have been 54.4% and 56.3% for 2016 and 2015, respectively. See the Non-GAAP Financial Measures section for details on reconcilement to US GAAP measures.

 

 

Income Taxes

 

A three year comparison of income tax expense and effective tax rate follows:

 

(Dollars in thousands)

 

2016

  

2015

  

2014

 
             

Income tax expense

 $15,244  $16,933  $15,281 

Effective tax rate

  27.1%  31.3%  30.5%

 

 

The decrease in the effective tax rate, 2015 to 2016, is largely the result of higher utilization of federal income tax credits in 2016. Bancorp invests in certain partnerships that yield federal income tax credits. For each of Bancorp’s investments in tax credit partnerships the tax benefit compared to the amortization results in a positive effect on net income.

 

The increase in the effective tax rate from 2014 to 2015 arose from proportionately lower nontaxable income from the increase in cash value of life insurance and municipal securities. For more information regarding income taxes and the effective tax rate see Note 8 to Bancorp’s consolidated financial statements.

 

Financial Condition

 

Earning Assets and Interest Bearing Liabilities

 

Summary information with regard to Bancorp’s financial condition follows:

 

              

2016/2015

  

2015/2014

 

(Dollars in thousands)

 

2016

  

2015

  

2014

  

Change

  

%

  

Change

  

%

 
                             

Average earning assets

 $2,730,949  $2,430,400  $2,259,843  $300,549   12.4% $170,557   7.5%

Average interest bearing liabilities

  1,895,258   1,715,584   1,664,406   179,674   10.5%  51,178   3.1%

Average total assets

  2,886,396   2,573,901   2,398,430   312,495   12.1%  175,471   7.3%

Total year end assets

  3,039,481   2,816,801   2,563,868   222,680   7.9%  252,933   9.9%

 

 

Bancorp has experienced growth in earning assets over the last several years primarily in the area of loans.  From 2015 to 2016, average loans increased 12.3%, or $235.2 million, compared to 8.4% or $147.5 million from 2014 to 2015. Growth has been all organic as each of Bancorp’s three markets continued to participate in accelerated lending activity. Loan growth during 2016 reflected ongoing expansion in key lending categories such as commercial and industrial lending, and non-owner occupied commercial real estate lending, which have remained well under regulatory guidelines for commercial investment real estate. Utilization rates on lines of credit were 52%, 48% and 52% as of December 31 2016, 2015 and 2014, respectively. Average securities available-for-sale increased $55.2 million, or 13.0% from 2015 to 2016, compared to $31.8 million, or 8.1% from 2014 to 2015.

 

The increase in average interest bearing liabilities from 2015 to 2016 occurred primarily in demand deposits as clients continued to have excess cash balances and few short-term investment alternatives in the current rate environment. Average total interest bearing deposit accounts increased 10.6% and non-interest bearing deposit accounts increased 16.5% in 2016. Time deposits decreased, 11.2%, or $31.9 million in 2016 as compared to 13.9% or $46.0 million in 2015, as Bancorp intentionally did not renew higher cost deposits. Bancorp continued to utilize fixed rate advances from the FHLB during 2016 as these rates compared favorably to similar term time deposits.  Bancorp had an average of $45.5 million in outstanding FHLB advances in 2016 compared to $41.0 million and $35.7 million in 2015 and 2014, respectively.  At December 31, 2016 and 2015, federal funds purchased from correspondent banks totaled $47.4 million and $22.5 million, respectively.

 

At December 31, 2016, Bancorp had excess cash balances resulting from seasonal deposits of approximately $100 million. These funds are invested in short-term investments, as the deposits are expected to return to normal levels during the first two quarters of 2016. While these accounts are profitable, the excess investment is expected to have a negative effect on net interest margin for the first six months of 2017 since short term rates are significantly lower than rates for longer term earning assets.

 

 

Average Balances and Interest Rates – Taxable Equivalent Basis

 

  

Year 2016

  

Year 2015

  

Year 2014

 

(Dollars in thousands)

 

Average balances

  

Interest

  

Average

rate

  

Average balances

  

Interest

  

Average

rate

  

Average balances

  

Interest

  

Average

rate

 

Earning assets

                                    

Federal funds sold

 $92,994  $491   0.53% $82,405  $263   0.32% $91,970  $292   0.32%

Mortgage loans held for sale

  4,881   237   4.86%  5,345   249   4.66%  4,120   174   4.22%

Securities

                                    

Taxable

  419,422   8,197   1.95%  365,188   7,867   2.15%  334,293   7,308   2.19%

Tax-exempt

  60,516   1,710   2.83%  59,535   1,670   2.81%  58,605   1,677   2.86%

FHLB stock and other securities

  6,347   254   4.00%  6,347   253   3.99%  6,755   257   3.80%

Loans, net of unearned income

  2,146,789   92,117   4.29%  1,911,580   83,796   4.38%  1,764,100   80,352   4.55%

Total earning assets

  2,730,949   103,006   3.77%  2,430,400   94,098   3.87%  2,259,843   90,060   3.99%
                                     

Less allowance for loan losses

  23,454           23,827           28,954         
   2,707,495           2,406,573           2,230,889         
                                     

Non-earning assets

                                    

Cash and due from banks

  41,043           38,952           37,504         

Premises and equipment

  41,813           39,957           39,223         

Accrued interest receivable and other assets

  96,045           88,419           90,814         

Total assets

 $2,886,396          $2,573,901          $2,398,430         
                                     

Interest bearing liabilities

                                    

Deposits

                                    

Interest bearing demand deposits

 $717,800  $978   0.14% $545,158  $593   0.11% $477,434  $496   0.10%

Savings deposits

  135,051   47   0.03%  119,821   43   0.04%  108,386   40   0.04%

Money market deposits

  658,837   1,477   0.22%  645,215   1,305   0.20%  632,810   1,290   0.20%

Time deposits

  252,170   1,441   0.57%  284,062   1,798   0.63%  330,108   2,495   0.76%

Securities sold under agreements to repurchase

  62,670   136   0.22%  65,140   149   0.23%  61,748   140   0.23%

Federal funds purchased and other short-term borrowings

  23,275   76   0.33%  15,147   25   0.17%  18,211   29   0.16%

FHLB advances

  45,455   763   1.68%  41,041   939   2.29%  35,709   840   2.35%
                                     

Total interest bearing liabilities

  1,895,258   4,918   0.26%  1,715,584   4,852   0.28%  1,664,406   5,330   0.32%
                                     

Non-interest bearing liabilities

                                    

Non-interest bearing demand deposits

  650,036           558,185           462,085         

Accrued interest payable and other liabilities

  36,951           25,681           26,514         
                                     

Total liabilities

  2,582,245           2,299,450           2,153,005         
                                     

Stockholders’ equity

  304,151           274,451           245,425         
                                     

Total liabilities and stockholders’ equity

 $2,886,396          $2,573,901          $2,398,430         
                                     

Net interest income

     $98,088          $89,246          $84,730     
                                     

Net interest spread

          3.51%          3.59%          3.67%
                                     

Net interest margin

          3.59%          3.67%          3.75%

 

Notes:

Yields on municipal securities have been computed on a fully tax-equivalent basis using the federal income tax rate of 35%.

The approximate tax-equivalent adjustments to interest income were $834,000, $928,000 and $973,000 for the years ended December 31, 2016, 2015 and 2014, respectively.

Average balances for loans include the principal balance of non-accrual loans and exclude participation loans accounted for as secured borrowings. The average balance of these participation loans totaled $12,364,000, $7,621,000 and $8,910,000 for the years ended December 31, 2016, 2015 and 2014.

Loan interest income includes loan fees and is computed on a fully tax-equivalent basis using the federal income tax rate of 35%. Loan fees, net of deferred costs, included in interest income amounted to $1,337,000, $825,000 and $790,000 in 2016, 2015 and 2014, respectively.

 

  

Securities

 

The primary purpose of the securities portfolio is to provide another source of interest income, as well as liquidity management. In managing the composition of the balance sheet, Bancorp seeks a balance between earnings sources and credit and liquidity considerations.

 

Securities available-for-sale include securities that may be sold in response to changes in interest rates, resultant prepayment risk and other factors related to interest rate and prepayment risk changes. Securities available-for-sale are carried at fair value with unrealized gains or losses, net of tax effect, included in stockholders’ equity.

 

All of Bancorp’s securities are available for sale. The carrying value is summarized as follows:

 

  

December 31

 

(In thousands)

 

2016

  

2015

 
         

U.S. Treasury obligations

 $74,998   $80,000  

Government sponsored enterprise obligations

  268,090    251,893  

Mortgage-backed securities – government agencies

  168,843    169,628  

Obligations of states and political subdivisions

  57,444    63,702  

Corporate equity securities

  699    653  
  $570,074   $565,876  

  

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

 

The maturity distribution and weighted average interest rates of debt securities available-for-sale at December 31, 2016 are as follows:

 

          

After one but within

  

After five but within

         
  

Within one year

  

five years

  

ten years

  

After ten years

 

(Dollars in thousands)

 

Amount

  

Rate

  

Amount

  

Rate

  

Amount

  

Rate

  

Amount

  

Rate

 
                                 

U.S. Treasury obligations

 $74,998    0.32

%

 $-    -   $-    -   $-    -  

Government sponsored enterprise obligations

  95,298    0.93    56,196    1.32

%

  9,606    2.03

%

  106,990    2.50

%

Mortgage-backed securities – government agencies

  -    -    5,281    2.05    46,520    1.64    117,042    2.20  

Obligations of states and political subdivisions

  6,728    1.63    43,442    2.14    7,274    1.74    -    -  
  $177,024    0.70

%

 $104,919    1.70

%

 $63,400    1.71

%

 $224,032    2.34

%

 

U.S. Treasury securities totaling $75 million consisted of short-term treasury bills, which matured in January 2017. Additionally, $25 million of the government sponsored enterprise obligations consisted of short-term discount notes, which matured in February 2017. All were purchased in the fourth quarter of 2016 as a tax reduction strategy. In this regard, Bancorp typically purchases $100 million in short term securities over each quarter end.

 

Actual maturities for mortgage-backed securities may differ from contractual maturities due to prepayments on underlying collateral. 

 

  

Loan Portfolio

 

Bancorp’s primary source of income is interest on loans. The composition of loans as of December 31 for each of the last five years follows:  

 

(In thousands)

 

2016

  

2015

  

2014

  

2013

  

2012

 
                     

Commercial and industrial

 $736,841   $644,398   $571,754   $510,739   $426,930  

Construction and development, excluding undeveloped land

  192,348    134,482    95,733    99,719    85,456  

Undeveloped land (1)

  21,496    21,185    21,268    29,871    45,797  

Real estate mortgage:

                    

Commercial investment

  538,886    436,989    448,567    405,554    399,584  

Owner Occupied commercial

  408,292    420,666    380,237    353,915    318,614  

1-4 family residential

  249,498    226,575    211,548    183,700    166,280  

Home equity - first lien

  55,325    50,115    43,779    40,251    39,363  

Home equity - junior lien

  67,519    63,066    66,268    63,403    65,790  

Subtotal: Real estate mortgage

  1,319,520    1,197,411    1,150,399    1,046,823    989,631  

Consumer

  35,170    35,531    29,396    34,198    36,780  

Total Loans

 $2,305,375   $2,033,007   $1,868,550   $1,721,350   $1,584,594  

 

(1)

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

 

Bancorp’s loan portfolio increased $272 million, or 13%, during 2016 as a result of record loan production, lower levels of prepayments and higher utilization of available lines of credit.

 

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

 

The following tables detail amounts of loans at December 31, 2016 which, based on remaining scheduled repayments of principal, are due in the periods indicated. Also shown are commercial and industrial loans due after one year and construction, development and undeveloped land loans due after one year, classified according to sensitivity to changes in interest rates.  

 

  

Maturing

 

(In thousands)

 

Within one

year

  

After one but

within five years

  

After five years

  

Total

 
                 

Commercial and industrial

 $316,082   $261,517   $159,242   $736,841  

Construction and development including undeveloped land

  48,762   94,437   70,645   213,844 

Real estate mortgage

  182,771   647,134   489,615   1,319,520 

Consumer

  21,449   13,257   464   35,170 
                 

Total loans

 $569,064   $1,016,345   $719,966   $2,305,375  

  

  

Commercial and industrial loans due after one year

 

Interest sensitivity

 

(In thousands)

 

Fixed rate

  

Variable rate

 
         

Due after one but within five years

 $157,060  $104,457 

Due after five years

  73,979   85,263 
         
  $231,039  $189,720 

 

Construction and development including undeveloped land due after one year

 

Interest sensitivity

 

(In thousands)

 

Fixed rate

  

Variable rate

 
         

Due after one but within five years

 $24,731  $69,706 

Due after five years

  16,867   53,778 
         
  $41,598  $123,484 

  

To limit interest rate sensitivity on commercial and commercial real estate loans, whenever possible, Bancorp seeks to structure loans with maturity dates longer than five years with a rate adjustment occurring no longer than five years from origination date.

 

Non-performing Loans and Assets

 

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

 

  

December 31

 

(Dollars in thousands)

 

2016

  

2015

  

2014

  

2013

  

2012

 
                     

Non-accrual loans (1)

 $5,295   $7,693   $5,199   $15,258   $18,360  

Troubled debt restructurings (TDRs)

  974    1,060    6,352    7,249    10,969  

Loans past due 90 days or more and still accruing

  438    176    329    437    719  

Non-performing loans

  6,707    8,929    11,880    22,944    30,048  

Foreclosed property

  5,033    4,541    5,977    5,592    7,364  
                     

Non-performing assets

 $11,740   $13,470   $17,857   $28,536   $37,412  
                     

Non-performing loans as a percentage of total loans

  0.29%  0.44%  0.64%  1.33%  1.90%

Non-performing assets as a percentage of total assets

  0.39%  0.48%  0.70%  1.19%  1.74%

Allowance for loan loss as a percentage of non- performing loans

  358%  251%  210%  124%  106%
                     

(1) Includes TDRs previously accruing of:

 $-   $400   $-   $-   $2,500  

 

At December 31, 2016, loans accounted for as TDRs included modifications from original terms such as those due to bankruptcy proceedings, certain changes to amortization periods or extended suspension of principal payments due to customer financial difficulties. To the extent that Bancorp chooses to work with borrowers by providing reasonable concessions rather than initiating collection, this would result in an increase in loans accounted for as TDRs. TDRs that are in non-accrual status are reported as non-accrual loans. Loans accounted for as TDRs are individually evaluated for impairment and are reported as non-performing loans. The table above includes information regarding loans reported as TDRs that moved from an accrual status to non-accrual during the periods reporting. (See (1) above)

 

  

At December 31, 2016, TDRs which have not defaulted and are still accruing interest had a total allowance allocation of $207 thousand, compared to $177 thousand at December 31, 2015. The increase was attributable to one borrower, and two cross collateralized commercial loans. The same loans experienced principal repayment of $77 thousand during the twelve months ended December 31, 2016.

 

No loans restructured in a troubled debt restructuring were removed from TDR reporting during 2016. The reduction in TDR balances, 2015 to 2016, is the result of principal repayment on the three loans involved. Two loans were removed from TDR reporting during 2015, one of which was originated at a market rate and had performed as required by regulatory requirements and the second of which was downgraded to nonaccrual status. No loans were removed from TDR reporting in 2014. No new loans were designated as TDRs in any of the twelve-month periods ended 2016, 2015, or 2014.

 

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

 

  

December 31,

 

Non-accrual loans by type

 

2016

  

2015

 

(in thousands)

        
         

Commercial and industrial

 $1,767   $3,643  

Construction and development, excluding undeveloped land

  538    -  

Undeveloped land

  474    -  

Real estate mortgage - commercial investment

  107    278  

Real estate mortgage - owner occupied commercial

  1,042    2,761  

Real estate mortgage - 1-4 family residential

  984    906  

Home equity

  383    105  

Consumer

  -    -  

Total

 $5,295   $7,693  

 

Loans are placed in a non-accrual income status when prospects for recovering both principal and accrued interest are considered doubtful or when a default of principal or interest has existed for 90 days or more, unless such a loan is well secured and in the process of collection. Interest income recorded on non-accrual loans was $307 thousand, $521 thousand, and $284 thousand for 2016, 2015, and 2014, respectively.  Interest income that would have been recorded if non-accrual loans were on a current basis in accordance with their original terms was $149 thousand, $465 thousand, and $376 thousand for 2016, 2015, and 2014, respectively.

 

In addition to non-performing loans discussed above, there were loans, which are accruing interest, for which payments were current or less than 90 days past due where borrowers are experiencing elevated financial difficulties. These potential problem loans totaled approximately $9.3 million, $12.2 million, and $18.1 million at December 31, 2016, 2015, and 2014, respectively. These relationships are monitored closely for possible future inclusion in non-performing loans. Management believes it has adequately reflected credit exposure in these loans in its determination of the allowance for loan losses.

 

Non-performing assets as a percentage of total assets decreased 9 basis points from 2015 to 2016, reflecting improved credit quality and asset growth. At December 31, 2016 and December 31, 2015, the carrying value of other real estate owned was $5.0 million and $4.5 million, respectively. In 2016, Bancorp recorded impairment charges on such OREO totaling $62 thousand, compared to $210 thousand in 2015 and $157 thousand in 2014.

 

Allowance for Loan Losses

 

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

 

  

Bancorp’s lending policies and procedures center on mitigating credit risk and include procedures to identify and measure this risk. These procedures begin with lenders assigning a risk rating to each of their credits, and this rating is confirmed in the loan approval process. Internal loan review, through a year-round process of examining individually significant obligor relationships, concentrations, and a sample of each lender’s portfolio, tests the reliability of these risk assessments. Additionally, a review of this process is an integral part of regulatory bank examinations.

 

Adversely rated credits are included on a loan watch list which incorporates loans requiring closer monitoring due to borrower’s circumstances.  Loans are added to the watch list when circumstances are detected which might affect the borrower’s ability to comply with terms of the loan. This could include any of the following: 

   

 Delinquency of a scheduled loan payment,
 Severe deterioration in the borrower’s or guarantor’s financial condition identified in a review of periodic financial statements,
 Decrease in the value of collateral securing the loan, or
 

Change in the economic environment in which the borrower operates.

 

Loans on the watch list require detailed status reports, including recommended corrective actions, prepared periodically by the responsible loan officer. These reports are reviewed by management.  The watch list is also discussed in quarterly meetings with the Risk Committee of the Bank’s Board of Directors.

 

Changes in loan risk ratings are typically initiated by the responsible loan officer, but may also be initiated by internal loan review or Bancorp’s Loan Committees at any time.

 

In determining the allowance and related provision for loan losses, these principal elements are considered:

 

 

Specific allocations are based upon probable losses on individually evaluated impaired loans. These loans are measured based on the present value of future cash flows discounted at the loans’ effective interest rate or at the estimated fair value of the loans’ collateral, if applicable. Other objective factors such as payment history and financial condition of the borrower or guarantor may be used as well.

 

Allocations for loans not defined as impaired are based on estimates needed for pools of loans with similar risk based upon Bancorp’s historical net loss percentages by loan type.

 

Additional allowance allocations are based on environmental or qualitative factors not necessarily associated with a specific credit or loan category and represent management’s effort to ensure that the overall allowance for loan losses appropriately reflects changes in trends, conditions and other relevant factors that may cause estimated credit losses to differ from historical experience.  Management considers a number of environmental or qualitative factors, including local and general economic business factors and trends and portfolio concentrations.

   

Allocation of the allowance for loan losses by loan category is a result of the analysis above. The same procedures used to determine requirements for the allowance for loan losses establish the distribution of the allowance by loan category.  Distribution of the allowance will change from period to period due to changes in the identified risk in each loan segment, changes in the aggregate loan balances by loan category, and changes in management’s view of the environmental or qualitative factors noted above. Although the allowance for loan losses is comprised of specific and general allocations, the entire allowance is available to absorb any credit losses.

 

Historical net loss percentages are updated quarterly based on actual losses experienced by each loan type. The perception of risk with respect to particular loans within the portfolio will change over time as a result of characteristics and performance of those loans, overall economic and market trends, and actual and expected trends in non-performing loans. In the second quarter of 2015, Bancorp extended the historical period used to capture Bancorp’s historical loss ratios from 12 quarters to 24 quarters. This extension of the historical period used to capture Bancorp’s historical loss ratios was applied to all classes and segments of our loan portfolio. The expansion of the look-back period for the quantitative historical loss rate caused us to review the overall methodology for the qualitative factors to ensure we were appropriately capturing the risk not addressed in the quantitative historical loss rate. Management believes the extension of the look-back period is appropriate to capture the impact of a full economic cycle and provides sufficient loss observations to develop a reliable estimate.

 

  

Bancorp’s allowance calculation includes allocations to loan portfolio segments at December 31, 2016 for qualitative factors including, among other factors, local economic and business conditions, quality and experience of lending staff and management, exceptions to lending policies, levels of and trends in past due loans and loan classifications, concentrations of credit such as collateral type, trends in portfolio growth, changes in the value of underlying collateral for collateral-dependent loans, effect of other external factors such as the national economic and business trends, and the quality and depth of the loan review function. Bancorp utilizes the sum of all allowance amounts derived as described above as the appropriate level of allowance for loan and lease losses. Changes in criteria used in this evaluation or availability of new information could cause the allowance to be increased or decreased in future periods. Based on this quantitative and qualitative analysis, provisions (credits) are made to the allowance for loan losses.  Such provisions (credits) are reflected as a charge against (benefit to) current earnings in Bancorp’s consolidated statements of income.

 

The adequacy of the allowance for loan losses is monitored by Executive Management and reported quarterly to the Audit Committee of the Board of Directors. This committee has approved the overall allowance methodology. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the adequacy of Bancorp’s allowance for loan losses. Such agencies may require Bancorp to make additional provisions to the allowance based upon their judgments about information available to them at the time of their examinations. As of balance sheet date, using the current model, management believes that the allowance for loan losses is adequate to absorb probable inherent losses on existing loans that may become uncollectible.

 

In June of 2016 FASB issued ASU 2016-13, Classification of Credit Losses on Financial Instruments, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over the remaining life of the asset, determined at origination of the relationship. Implementation of this standard, which is required for interim and annual reporting periods beginning after December 15, 2019, could have a significant impact on the level of the allowance, and on earnings of Bancorp. See “Provision for Loan Losses” for further discussion of the allowance for loan losses.

 

 

Summary of Loan Loss Experience

 

The following table summarizes average loans outstanding, changes in the allowance for loan losses arising from loans charged off and recoveries on loans previously charged off by loan category and additions to the allowance charged (credited) to expense.

 

  

Year ended December 31

 

(Dollars in thousands)

 

2016

  

2015

  

2014

  

2013

  

2012

 
                     

Average loans

 $2,159,153   $1,919,201   $1,773,011   $1,656,777   $1,563,918  
                     

Balance of allowance for loan losses at beginning of year

 $22,441   $24,920   $28,522   $31,881   $29,745  

Loans charged off

                    

Commercial and industrial

  1,216    4,065    661    457    4,523  

Construction and development excluding undeveloped land

  133    26    250    25    149  

Undeveloped land

  -    -    1,753    7,961    1,577  

Real estate mortgage

  576    693    993    2,758    3,451  

Consumer

  568    597    587    763    798  

Total loans charged off

  2,493    5,381    4,244    11,964    10,498  
                     

Recoveries of loans previously charged off

                    

Commercial and industrial

  279    98    243    569    84  

Construction and development excluding undeveloped land

  21    -    -    163    -  

Undeveloped land

  -    1,400    166    81    -  

Real estate mortgage

  342    155    120    584    249  

Consumer

  417    499    513    658    801  

Total recoveries

  1,059    2,152    1,042    2,055    1,134  

Net loans charged off

  1,434    3,229    3,202    9,909    9,364  

Provision (credit) for loan losses charged (credited) to expense

  3,000    750    (400)  6,550    11,500  

Balance at end of year

 $24,007   $22,441   $24,920   $28,522   $31,881  

Ratio of net charge-offs during year to average loans

  0.07%  0.17%  0.18%  0.60%  0.60%

 

See “Provision for Loan Losses” for discussion of the provision for loan losses and 2016 charge-offs. 

 

 

The following table sets forth allocation of the allowance for loan losses to the loan categories shown. Although specific allocations exist, the entire allowance is available to absorb losses in any particular loan category.

 

  

December 31

 

(In thousands)

 

2016

  

2015

  

2014

  

2013

  

2012

 

Commercial and industrial

 $10,483   $8,645   $11,819   $7,644   $5,949  

Construction and development, excluding undeveloped land

  1,923    1,760    721    2,555    1,638  

Undeveloped land

  684    814    1,545    5,376    2,898  

Real estate mortgage

  10,573    10,875    10,541    12,604    14,288  

Consumer

  344    347    294    343    362  

Unallocated

  -    -    -    -    6,746  

Total allowance for loan losses

 $24,007   $22,441   $24,920   $28,522   $31,881  

 

Changes in the allocation of the allowance from year to year in various categories are influenced by the level of net charge-offs in respective categories and other factors including, but not limited to, an evaluation of the impact of current economic conditions and trends, risk allocations tied to specific loans or groups of loans and changes in qualitative allocations.  Management believes that allocations for each loan category are reflective of risk inherent in the portfolio.

 

Selected ratios relating to the allowance for loan losses follow:

 

  

Years ended December 31

 
  

2016

  

2015

  

2014

 
             

Provision (credit) for loan losses to average loans

  0.14%  0.04%  (0.02)%

Net charge-offs to average loans

  0.07%  0.17%  0.18%

Allowance for loan losses to average loans

  1.11%  1.17%  1.41%

Allowance for loan losses to year end loans

  1.04%  1.10%  1.33%

 

Deposits

 

Average amounts of deposits in Bancorp and average rates paid on such deposits for the years indicated are summarized as follows:

 

 

  

Years ended December 31

 
  

2016

  

2015

  

2014

 

(Dollars in thousands)

 

Average

balance

  

Average

rate

  

Average

balance

  

Average

rate

  

Average

balance

  

Average

rate

 
                         

Non-interest bearing demand deposits

 $650,036   -  $558,185   -  $462,085   - 

Interest bearing demand deposits

  717,800   0.14%  545,158   0.11%  477,434   0.10%

Savings deposits

  135,051   0.03%  119,821   0.04%  108,386   0.04%

Money market deposits

  658,837   0.22%  645,215   0.20%  632,810   0.20%

Time deposits

  252,170   0.57%  284,062   0.63%  330,108   0.76%
                         
  $2,413,894      $2,152,441      $2,010,823     

  

  

Maturities of time deposits of more than $250,000 at December 31, 2016, are summarized as follows:

 

(In thousands)

 

Amount

 
     

3 months or less

 $6,137  

Over 3 through 6 months

  8,957  

Over 6 through 12 months

  10,909  

Over 12 months

  14,424  
  $40,427 


Securities Sold Under Agreement to Repurchase

 

Securities sold under agreements to repurchase represent excess funds from certain commercial customers as part of a cash management service.  These agreements have maturities of one business day from the transaction date. Bancorp considers these a core funding since they represent excess cash balances of relationship business customers.

 

Information regarding securities sold under agreements to repurchase follows:

 

  

Years ended December 31

 
  

2016

  

2015

  

2014

 

(Dollars in thousands)

 

Amount

  

Rate

  

Amount

  

Rate

  

Amount

  

Rate

 
                         

Securities sold under agreements to repurchase

                        

Year end

 $67,595   0.21% $64,526   0.23% $69,559   0.24%

Average during year

  62,670   0.22%  65,140   0.23%  61,748   0.23%

Maximum month end balance during year

 $72,029      $82,467      $69,559     

 

Liquidity

 

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

 

Bancorp’s Asset/Liability Committee is primarily comprised of senior management and has direct oversight responsibility for Bancorp’s liquidity position and profile.  A combination of reports provided to management detail internal liquidity metrics, composition and level of the liquid asset portfolio, timing differences in short-term cash flow obligations, and exposure to contingent draws on Bancorp’s liquidity.

 

Bancorp’s most liquid assets are comprised of cash and due from banks, federal funds sold, and available-for-sale marketable investment securities. Federal funds sold totaled $8.3 million at December 31, 2016. These investments normally have overnight maturities and are used for general daily liquidity purposes. The fair value of the available-for-sale investment portfolio was $570.1 million at December 31, 2016. The portfolio includes maturities of approximately $177.0 million over the next twelve months, including $75 million in US Treasury obligations which matured in January 2017 and $25 million of short-term securities which matured in February 2017. Combined with federal funds sold, these offer substantial resources to meet either loan growth or reductions in Bancorp’s deposit funding base. Bancorp pledges portions of its investment securities portfolio to secure public fund deposits, cash balances of certain wealth management and trust accounts, and securities sold under agreements to repurchase. At December 31, 2016, total investment securities pledged for these purposes comprised 67% of the available-for-sale investment portfolio, leaving $190 million of unpledged securities.

 

  

Bancorp has a large base of core customer deposits, defined as demand, savings, money market deposit accounts and time deposits less than or equal to $250,000. At December 31, 2016, such deposits totaled $2.5 billion and represented 98% of Bancorp’s total deposits. Because these core deposits are less volatile and are often tied to other products of Bancorp through long lasting relationships they do not place undue pressure on liquidity. However, many of Bancorp’s individual depositors currently maintain historically high balances. When market conditions improve, these balances will likely decrease and could put some strain on Bancorp’s liquidity position.

 

As of December 31, 2016, Bancorp had $498 thousand or 0.02% of total deposits, in brokered deposits.

 

Other sources of funds available to meet daily needs include the sales of securities under agreements to repurchase. Also, Bancorp is a member of the FHLB of Cincinnati. As a member of the FHLB, Bancorp has access to credit products of the FHLB.  Bancorp views these borrowings as a potential low cost alternative to other time deposits. At December 31, 2016, the amount of available credit from the FHLB totaled $443.5 million. See Note 11 to Bancorp’s consolidated financial statements for further information regarding advances from the FHLB.  Also, Bancorp has available federal funds purchased lines with correspondent banks totaling $72 million.  Bancorp also is eligible to borrow from the Federal Reserve Bank of St. Louis based upon value of posted collateral. 

 

Over the normal course of business, Bancorp enters into certain forms of off-balance sheet transactions, including unfunded loan commitments and letters of credit.  These transactions are managed through Bancorp’s various risk management processes.  Management considers both on-balance sheet and off-balance sheet transactions in its evaluation of Bancorp’s liquidity.

 

Sources and Uses of Cash

 

Cash flow is provided primarily through financing activities of Bancorp which include raising deposits and borrowing of funds from institutional sources such as advances from FHLB and fed funds purchased as well as scheduled loan repayments.  These funds are then primarily used to facilitate investment activities of Bancorp which include making loans and purchasing securities for the investment portfolio.  Another important source of cash is from the net income of the Bank from operating activities.  As discussed in Note 18 to Bancorp’s consolidated financial statements, as of January 1 of any year the Bank may pay dividends in an amount equal to the Bank’s net income of the prior two years less any dividends paid for the same two years. Regulatory approval is required for dividends exceeding these amounts. Prior to declaration of dividends, management considers the effect such payments will have on total stockholders’ equity and capital ratios. For more specific information, see the consolidated statement of cash flows in Bancorp’s consolidated financial statements.

 

Commitments

 

In the normal course of business, Bancorp is party to activities that contain credit, market and operational risk that are not reflected in whole or in part in Bancorp’s consolidated financial statements.  Such activities include traditional off-balance sheet credit-related financial instruments, commitments under operating leases and long-term debt.

 

Bancorp provides customers with off-balance sheet credit support through loan commitments and standby letters of credit.  Summarized credit-related financial instruments, including both commitments to extend credit and letters of credit at December 31, 2016 are as follows:

 

  

Amount of commitment expiration per period

 
      

Less than

  1-3  3-5  

Over 5

 

(In thousands)

 

Total

  

1 year

  

years

  

years

  

years

 
                     

Unused loan commitments

 $628,274  $352,815  $117,407  $31,534  $126,518 

Standby letters of credit

  15,580   11,488   4,082   10    -  

 

Since some of the unused commitments are expected to expire or may not be fully used, the total amount of commitments in the preceding table does not necessarily represent future cash requirements.

 

In addition to owned banking facilities, Bancorp has entered into long-term leasing arrangements for certain branch facilities.  Bancorp also has required future payments for a non-qualified defined benefit retirement plan, long-term debt and the maturity of time deposits. In 2009, Bancorp executed an agreement to acquire marketing rights for a sports and entertainment venue. See Note 11, Note 16 and Note 19 to Bancorp’s consolidated financial statements for further information on Federal Home Loan Bank advances, the defined benefit retirement plan and operating leases. 

 

  

Required payments under such commitments at December 31, 2016 are as follows:

 

  

Payments due by period

 
      

Less than

  1-3  3-5  

Over 5

 

(In thousands)

 

Total

  

1 year

  

years

  

years

  

years

 
                     

Operating leases

 $9,502  $1,977  $3,152  $2,152  $2,221 

Defined benefit retirement plan

  3,614   84   168   84   3,278 

Time deposit maturities

  249,802   171,827   63,533   14,442   - 

Federal Home Loan Bank advances

  51,075   30,000   -   2,149   18,926 

Other

  1,200   400   800   -   -  

 

 

Capital

 

Information pertaining to Bancorp’s capital balances and ratios follows:

 

  

Years ended December 31

 

(Dollars in thousands, except share data)

 

2016

  

2015

  

2014

 
             

Stockholders’ equity

 $313,872  $286,519  $259,895 

Dividends per share

  0.72   0.64   0.59 

Dividend payout ratio, based on basic EPS

  38.95%  37.94%  36.82%

Tier 1 risk-based capital

  12.10%  12.32%  12.63%

Total risk-based capital

  13.04%  13.31%  13.86%

Leverage ratio

  10.54%  10.53%  10.26%

  

Bancorp increased its cash payout to stockholders during 2016 to an annual dividend of $0.72, up from $0.64 per share in 2015. This represents a payout ratio of 38.95% based on basic EPS and an annual yield of 1.62% based upon an annualized fourth quarter dividend rate and year-end closing stock price. Since 2008, Bancorp has had no share buyback plan.

 

Bank holding companies and their subsidiary banks are required by regulators to meet risk-based capital standards. These standards, or ratios, measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The value of both balance sheet and off-balance sheet items are adjusted to reflect credit risks.  The decrease in risk-based capital ratios from 2015 to 2016 resulted largely from growth in loans that outpaced capital growth in retained earnings. Note 23 to the consolidated financial statements provide more details of regulatory capital requirements, as well as capital ratios of Bancorp and the Bank. Bancorp and the Bank exceed regulatory capital ratios required to be well capitalized.  Management considers the effects of growth on capital ratios as it contemplates plans for expansion.

 

Final rules implementing the Basel III regulatory capital reforms became effective for Bancorp and Bank on January 1, 2015, and included new minimum risk-based capital and leverage ratios. Management believes that as of December 31, 2016, Bancorp met the requirements to be considered well-capitalized under these rules.

 

One component of equity is accumulated other comprehensive income (loss) which, for Bancorp, consists of net unrealized gains or losses on securities available-for-sale and a minimum pension liability, both net of taxes. Accumulated other comprehensive loss was $1.5 million at December 31, 2016, as compared to accumulated other comprehensive income of $632 thousand at December 31, 2015. The $2.1 million decrease is primarily a reflection of the effect of the changing interest rate environment during fiscal year 2016 on the valuation of Bancorp’s portfolio of securities available-for-sale.

 

  

The following table presents various key financial ratios:

 

  

Years ended December 31

 
  

2016

  

2015

  

2014

 
             

Return on average assets

  1.42%  1.44%  1.45%

Return on average stockholders’ equity

  13.49%  13.55%  14.19%

Average stockholders’ equity to average assets

  10.54%  10.66%  10.23%

 

 

Fair Value Measurements

 

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

 

Authoritative guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between participants at the measurement date. The guidance, which requires fair value measurements to be classified as Level 1 (quoted prices), Level 2 (based on observable inputs) or Level 3 (based on significant unobservable, internally-derived inputs), is discussed in more detail in Note 20 to the consolidated financial statements.

 

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

 

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

 

Interest rate swaps are valued using primarily Level 2 inputs. Fair value measurements generally based on benchmark forward yield curves and other relevant observable market data. For purposes of potential valuation adjustments to derivative positions, Bancorp evaluates the credit risk of its counterparties as well as its own credit risk. To date, Bancorp has not realized any losses due to a counterparty’s inability to perform and the change in value of derivative assets and liabilities attributable to credit risk was not significant during 2016.

 

Mortgage servicing rights (“MSRs”), carried in other assets, are recorded at fair value upon capitalization, are amortized to correspond with estimated servicing income, and are periodically assessed for impairment based on fair value at the reporting date. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The model incorporates assumptions that market participants would use in estimating future net servicing income. These measurements are classified as Level 3. At December 31, 2016 and 2015 there was no valuation allowance for MSRs, as fair value exceeded carrying value.

 

Loans are measured for impairment and, if indicated, a specific allocation is established based on the value of underlying collateral. Impaired loans include non-accrual loans and loans accounted for as troubled debt restructuring. For impaired loans, fair value is calculated as the carrying value of loans with a specific valuation allowance, less the specific allowance. At December 31, 2016 and December 31, 2015, carrying value of impaired loans was $1.4 million and $2.1 million, respectively. These measurements are classified as Level 3.

 

  

Other real estate owned, which is carried in other assets at the lower of cost or fair value, is periodically assessed for impairment based on fair value at the reporting date. Fair value is determined from external appraisals using judgments and estimates of external professionals. Many of these inputs are not observable and, accordingly, these measurements are classified as Level 3. For the purposes of the tables in Note 20, fair value for OREO is equal to the carrying value of only parcels of OREO for which carrying value equals appraised value. If a parcel of OREO has a carrying value below its appraised value, it is not considered to be carried at fair value, and is therefore not included in the table in Note 20. The losses represent write-downs which occurred during the period indicated. At December 31, 2016 and 2015, the carrying value of other real estate owned was $5.0 million and $4.5 million, respectively.

 

See Note 20 to Bancorp’s consolidated financial statements for details of fair value measurements.

 

Non-GAAP Financial Measures

 

Bancorp considers various ratios when evaluating capital adequacy, including tangible common equity to tangible assets, and tangible common equity per share, all of which are non-GAAP measures. Bancorp believes these ratios are important because of their widespread use by investors as means to evaluate capital adequacy, as they reflect the level of capital available to withstand unexpected market conditions.

 

The following table reconciles Bancorp’s calculation of these measures to amounts reported under US GAAP. 

 

 

  

December 31,

 

(in thousands, except per share data)

 

2016

  

2015

 

Total equity

 $313,872   $286,519  

Less core deposit intangible

  (1,405)  (1,601)

Less goodwill

  (682)  (682)

Tangible common equity

 $311,785   $284,236  
         

Total assets

 $3,039,481   $2,816,801  

Less core deposit intangible

  (1,405)  (1,601)

Less goodwill

  (682)  (682)

Total tangible assets

 $3,036,572   $2,814,518  
         

Total shareholders' equity to total assets

  10.33%  10.17%

Tangible common equity ratio

  10.26%  10.10%
         

Number of outstanding shares

  22,617    22,379  
         

Book value per share

 $13.88   $12.80  

Tangible common equity per share

  13.79    12.70  

  

  

In addition to the efficiency ratio normally presented, Bancorp considers an adjusted efficiency ratio which is a non-GAAP measure. Bancorp believes this ratio is important because of it provides a comparable ratio after eliminating the fluctuation in non-interest expenses related to amortization of investments in tax credit partnerships. The following table reconciles Bancorp’s calculation of this measure to the ratio reported under US GAAP.

 

(amounts in thousands)

 

2016

  

2015

 

Non-interest expense

 $81,520   $73,398  
         

Net interest income (tax-equivalent)

  98,088    89,246  

Non-interest income

  43,537    39,950  

Total revenue

 $141,625   $129,196  
         

Efficiency ratio

  57.6%  56.8%
         

Non-interest expense

 $81,520   $73,398  

Less: amortization of investments in tax credit partnerships

  (4,458)  (634)

Adjusted non-interest expense

  77,062    72,764  
         

Net interest income (tax-equivalent)

  98,088    89,246  

Non-interest income

  43,537    39,950  

Total revenue

 $141,625   $129,196  
         

Adjusted efficiency ratio

  54.4%  56.3%

 

Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers, which outlines a single comprehensive model for use in accounting for revenue arising from contracts with customers, and supersedes most current revenue recognition guidance. The ASU was originally effective for fiscal years and interim periods beginning after December 15, 2016. In August 2015, FASB issued ASU 2015-14 which delays the effective date. The effective date will be annual reporting periods beginning after December 15, 2017, and the interim periods within that year. Bancorp has evaluated the potential impact of adoption of ASU 2014-09 and does not expect adoption to have a significant impact on Bancorp’s operations or financial statements.

 

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

 

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

 

In March 2016, FASB issued ASU No. 2016-09, Compensation – Stock Compensation. The new guidance simplifies certain aspects related to income taxes, statement of cash flows, and forfeitures when accounting for share-based payment transactions. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2016. Certain of the amendments related to timing of the recognition of tax benefits and tax withholding requirements should be applied using a modified retrospective transition method. Amendments related to the presentation of the statement of cash flows should be applied retrospectively. All other provisions may be applied on a prospective or modified retrospective basis. After adoption of the ASU, Bancorp will record the excess tax benefits related to stock compensation as a component of income tax expense rather than additional paid-in capital. Because, beginning in 2017, Bancorp will record the excess tax benefits related to stock compensation as a component of income tax expense rather than additional paid-in capital and because the amounts of the excess tax benefit fluctuate with stock compensation activity and Bancorp’s common stock price, there will be corresponding fluctuations in net income. Bancorp did not early adopt this standard.

 

  

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

 

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

 

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

 

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

 

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

Information required by this item is included in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-K.

 

Item 8. Financial Statements and Supplementary Data

 

The following consolidated financial statements of Bancorp, and reports of independent registered public accounting firm and management are included below:

 

Consolidated Balance Sheets - December 31, 2016 and 2015

Consolidated Statements of Income - years ended December 31, 2016, 2015 and 2014

Consolidated Statements of Comprehensive Income - years ended December 31, 2016, 2015 and 2014

Consolidated Statements of Changes in Stockholders’ Equity - years ended December 31, 2016, 2015 and 2014

Consolidated Statements of Cash Flows - years ended December 31, 2016, 2015 and 2014

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Management’s Report on Consolidated Financial Statements 

 

 

Consolidated Balance Sheets        

 

  

December 31,

 

(Dollars in thousands)

 

2016

  

2015

 
         

Assets

        

Cash and due from banks

 $39,709   $35,895  

Federal funds sold and interest bearing due from banks

  8,264    67,938  

Cash and cash equivalents

  47,973    103,833  

Mortgage loans held for sale

  3,213    6,800  

Securities available-for-sale (amortized cost of $571,936 in 2016 and $564,391 in 2015)

  570,074    565,876  

Federal Home Loan Bank stock and other securities

  6,347    6,347  
         

Loans

  2,305,375    2,033,007  

Less allowance for loan losses

  24,007    22,441  

Net loans

  2,281,368    2,010,566  

Premises and equipment, net

  42,384    39,557  

Bank owned life insurance

  31,867    30,996  

Accrued interest receivable

  6,878    6,610  

Other assets

  49,377   46,216  
         

Total assets

 $3,039,481   $2,816,801  
         

Liabilities

        

Deposits

        

Non-interest bearing

 $680,156   $583,768  

Interest bearing

  1,840,392    1,787,934  

Total deposits

  2,520,548    2,371,702  
         

Securities sold under agreements to repurchase

  67,595    64,526  

Federal funds purchased

  47,374    22,477  

Accrued interest payable

  144    127  

Other liabilities

  38,873   27,982  

Federal Home Loan Bank advances

  51,075    43,468  
         

Total liabilities

  2,725,609    2,530,282  
         

Stockholders’ equity

        

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

      

Common stock, no par value; 40,000,000 shares authorized; 22,617,098 and 14,919,351 shares issued and outstanding in 2016 and 2015, respectively

  36,250    10,616  

Additional paid-in capital

  26,682    44,180  

Retained earnings

  252,439    231,091  

Accumulated other comprehensive income

  (1,499)  632  
         

Total stockholders’ equity

  313,872    286,519  
         

Total liabilities and stockholders’ equity

 $3,039,481  $2,816,801  

 

See accompanying notes to consolidated financial statements.

 

 

Consolidated Statements of Income            

 

  

Years ended December 31,

 

(In thousands, except per share data)

 

2016

  

2015

  

2014

 
             

Interest income

            

Loans

 $91,798   $83,371   $79,884  

Federal funds sold

  491    263    292  

Mortgage loans held for sale

  237    249    174  

Securities

            

Taxable

  8,451    8,120    7,565  

Tax-exempt

  1,195    1,167    1,172  
             

Total interest income

  102,172    93,170    89,087  
             

Interest expense

            

Deposits

  3,943    3,739    4,321  

Securities sold under agreements to repurchase

  136    149    140  

Federal funds purchased

  76    25    29  

Federal Home Loan Bank advances

  763    939    840  
             

Total interest expense

  4,918    4,852    5,330  

Net interest income

  97,254    88,318    83,757  
             

Provision (credit) for loan losses

  3,000    750    (400)

Net interest income after provision for loan losses

  94,254    87,568    84,157  
             

Non-interest income

            

Wealth management and trust services

  19,155    18,026    18,212  

Service charges on deposit accounts

  9,471    8,906    8,883  

Bankcard transactions

  5,655    4,876    4,673  

Mortgage banking

  3,897    3,488    2,653  

Securities brokerage

  2,145    1,994    2,060  

Bank owned life insurance

  871    889    927  

Other

  2,343    1,771    1,747  
             

Total non-interest income

  43,537    39,950    39,155  
             

Non-interest expenses

            

Salaries and employee benefits

  49,185    44,709    44,687  

Net occupancy

  6,279    5,912    5,963  

Data processing

  7,073    6,348    6,393  

Furniture and equipment

  1,143    1,074    1,016  

FDIC insurance

  1,181    1,258    1,314  

(Gain) loss on other real estate owned

  (409)  147    (271)

Amortization of investment in tax credit partnerships

  4,458    634    1,095  

Other

  12,610    13,316    13,012  
             

Total non-interest expenses

  81,520    73,398    73,209  
             

Income before income taxes

  56,271    54,120    50,103  

Income tax expense

  15,244    16,933    15,281  

Net income

 $41,027   $37,187   $34,822  

Net income per share, basic

 $1.84   $1.68   $1.59  

Net income per share, diluted

 $1.80   $1.65   $1.57  

 

See accompanying notes to consolidated financial statements.

 

 

Consolidated Statements of Comprehensive Income

 

  

Years ended December 31,

 

(In thousands)

 

2016

  

2015

  

2014

 

Net income

 $41,027   $37,187   $34,822  

Other comprehensive income (loss), net of tax:

            

Unrealized (losses) gains on securities available-for-sale:

            

Unrealized (losses) gains arising during the period (net of tax of ($1,171), ($839), and $2,383, respectively)

  (2,176)  (1,558)  4,423  

Unrealized (losses) gains on hedging instruments:

            

Unrealized (losses) gains arising during the period (net of tax of $24, ($41), and $0, respectively)

  44    (76)  -  

Minimum pension liability adjustment (net of tax of $1, $61, and ($69), respectively)

  1    114    (127)

Reclassification adjustment for impairment of equity security realized in income (net of tax of $0, $36, and $0, respectively)

  -    67    -  

Reclassification adjustment for securities losses reclassified out of other comprehensive income into loss on sale of securities available-for-sale (net of tax of $0, $0, and $3, respectively)

  -    -    6  
             

Other comprehensive (loss) income

  (2,131)  (1,453)  4,302  

Comprehensive income

 $38,896   $35,734   $39,124  

 

See accompanying notes to consolidated financial statements.

 

 

Consolidated Statements of Changes in Stockholders' Equity                        

 

  

For each of the years in the three year period ended December 31, 2016

 
                  

Accumulated

     
  

Common stock

  

Additional

      

other

     

 

 

Number of

      

paid-in

  

Retained

  

comprehensive

     

(In thousands, except per share data)

 

shares

  

Amount

  

capital

  

earnings

  

income (loss)

  

Total

 
                         

Balance December 31, 2013

  14,609   $9,581   $33,255   $188,825   $(2,217) $229,444  

Net income

           34,822       34,822  

Other comprehensive income, net of tax

              4,302    4,302  

Stock compensation expense

        2,016          2,016  

Stock issued for exercise of stock options, net of withholdings to satisfy employee tax obligations

  108    359    2,426    (114)     2,671  

Shares issued for non-vested restricted stock

  40    133    1,022    (1,155)      

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

  5    18    (112)        (94)

Cash dividends declared, $0.59 per share

           (12,924)     (12,924)

Shares repurchased and cancelled

  (17)  (56)  (416)  130       (342)
                         

Balance December 31, 2014

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

Net income

           37,187       37,187  

Other comprehensive loss, net of tax

              (1,453)  (1,453)

Stock compensation expense

        2,134          2,134  

Stock issued for exercise of stock options, net of withholdings to satisfy employee tax obligations

  126    418    3,129    (220)     3,327  

Shares issued for non-vested restricted stock

  35    117    1,099    (1,216)      

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

  18    61    (256)  (128)     (323)

Cash dividends declared, $0.64 per share

           (14,248)     (14,248)

Shares repurchased and cancelled

  (5)  (15)  (117)  132        
                         

Balance December 31, 2015

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

Net income

           41,027       41,027  

Other comprehensive loss, net of tax

              (2,131)  (2,131)

Stock compensation expense

        2,473          2,473  

Stock issued for exercise of stock options, net of withholdings to satisfy employee tax obligations

  157    521    4,623    (2,286)     2,858  

Shares issued for non-vested restricted stock

  34    114    1,204    (1,318)      

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

  23    76    (610)  (200)     (734)

3 for 2 stock split

  7,494    24,956    (24,956)         

Cash dividends declared, $0.72 per share

           (16,140)     (16,140)

Shares repurchased and cancelled

  (10)  (33)  (232)  265        
                         

Balance December 31, 2016

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

 

See accompanying notes to consolidated financial statements.

 

 

Consolidated Statements of Cash Flows            

 

  

Years ended December 31,

 

(in thousands)

 

2016

  

2015

  

2014

 

Operating activities

            

Net income

 $41,027   $37,187   $34,822  

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

            

Provision (credit) for loan losses

  3,000    750    (400)

Depreciation, amortization and accretion, net

  11,142    6,902    7,413  

Deferred income tax expense (benefit)

  276    847    (318)

Loss on sale of securities available-for-sale

  -    -    9  

Impairment loss on available-for-sale securities

  -    103    -  

Gains on sales of mortgage loans held for sale

  (2,482)  (2,167)  (1,576)

Origination of mortgage loans held for sale

  (123,347)  (116,385)  (89,069)

Proceeds from sale of mortgage loans held for sale

  129,416    115,499    88,655  

Bank owned life insurance income

  (871)  (889)  (927)

(Gain) Loss on other real estate owned

  (409)  147    (271)

Loss (gain) on the disposal of premises and equipment

  202    (51)  33  

Recovery of impairment loss on other assets held for investment

  (588)  -    -  

Stock compensation expense

  2,473    2,134    2,016  

Excess tax benefits from share-based compensation arrangements

  (1,705)  (673)  (378)

Increase in accrued interest receivable and other assets

  (7,438)  (2,540)  (235)

Increase in accrued interest payable and other liabilities

  12,566    2,307    112  

Net cash provided by operating activities

  63,262    43,171    39,886  
             

Investing activities

            

Purchases of securities available-for-sale

  (478,798)  (384,260)  (328,894)

Proceeds from sale of securities available-for-sale

  -    5,934    7,732  

Proceeds from maturities of securities available-for-sale

  468,271    320,952    304,078  

Net increase in loans

  (275,718)  (168,832)  (156,200)

Purchases of premises and equipment

  (6,327)  (3,459)  (2,525)

Proceeds from disposal of equipment

  66    -    344  

Proceeds from sale of other real estate owned

  1,826    2,541    5,507  

Proceeds from the sale of other assets held for investment

  1,108    -    -  

Net cash used in investing activities

  (289,572)  (227,124)  (169,958)
             

Financing activities

            

Net increase in deposits

  148,846    248,075    142,690  

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

  27,966    (29,946)  (961)

Proceeds from Federal Home Loan Bank advances

  289,000    108,200    42,740  

Repayments of Federal Home Loan Bank advances

  (281,393)  (101,564)  (40,237)

Issuance of common stock for options and dividend reinvestment plan

  2,337    3,249    2,473  

Excess tax benefits from share-based compensation arrangements

  1,705    673    378  

Common stock repurchases

  (1,918)  (918)  (616)

Cash dividends paid

  (16,093)  (14,224)  (12,924)

Net cash provided by financing activities

  170,450    213,545    133,543  

Net (decrease) increase in cash and cash equivalents

  (55,860)  29,592    3,471  

Cash and cash equivalents at beginning of year

  103,833    74,241    70,770  

Cash and cash equivalents at end of period

 $47,973   $103,833   $74,241  

 

See accompanying notes to consolidated financial statements.

  

Notes to Consolidated Financial Statements

 

(1) Summary of Significant Accounting Policies

 

Principles of Consolidation and Nature of Operations

 

The consolidated financial statements include accounts of Stock Yards Bancorp, Inc. (“Bancorp”) and its wholly owned subsidiary, Stock Yards Bank & Trust Company (“the Bank”). Significant intercompany transactions and accounts have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to 2016 presentation. Bancorp has evaluated subsequent events for recognition or disclosure up to the date on which financial statements were issued and determined there were none.

 

In addition to traditional commercial and personal banking activities, Bancorp has a wealth management and trust department offering a wide range of investment management, retirement planning, trust and estate administration and financial planning services. Bancorp’s primary market area is Louisville, Kentucky and surrounding communities including southern Indiana.  Other markets include Indianapolis, Indiana and Cincinnati, Ohio.   

 

Basis of Financial Statement Presentation and Use of Estimates

 

The consolidated financial statements of Bancorp and its subsidiary have been prepared in conformity with U.S. generally accepted accounting principles (“US GAAP”) and conform to predominant practices within the banking industry. In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of related revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates particularly susceptible to significant change relate to determination of the allowance for loan losses, valuation of other real estate owned, and estimated income tax assets, liabilities and expense.

 

Cash Equivalents and Cash Flows

 

Cash and cash equivalents include cash and due from banks and federal funds sold as segregated in the accompanying consolidated balance sheets. The following supplemental cash flow information addresses certain cash payments and noncash transactions for each of the years in the three-year period ended December 31, 2016 as follows:

 

(in thousands)

 

Years ended December 31,

 
  

2016

  

2015

  

2014

 

Cash payments:

            

Income tax payments

 $12,860   $13,831   $13,042  

Cash paid for interest

  4,901    4,856    5,327  

Non-cash transactions:

            

Transfers from loans to other real estate owned

 $1,916   $1,146   $5,798  

 

Securities

 

All of Bancorp’s investments are available-for-sale. Securities available-for-sale include securities that may be sold in response to changes in interest rates, resultant prepayment risk and other factors related to interest rate and prepayment risk changes. Securities available-for-sale are carried at fair value with unrealized gains or losses, net of tax effect, included in stockholders’ equity. Amortization of premiums and accretion of discounts are recorded using the interest method over the expected life of the security. Gains or losses on sales of securities are computed on a specific identification basis.  Declines in fair value of investment securities available-for-sale (with certain exceptions for debt securities noted below) that are deemed to be other-than-temporary are charged to earnings as a realized loss, and a new cost basis for the securities is established. In evaluating other-than-temporary impairment, management considers the length of time and extent to which fair value has been less than cost, financial condition and near-term prospects of the issuer, and the intent and ability of Bancorp to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value in the near term. Declines in fair value of debt securities below amortized cost are deemed to be other-than-temporary in circumstances where: (1) Bancorp has the intent to sell a security; (2) it is more likely than not that Bancorp will be required to sell the security before recovery of its amortized cost basis; or (3) Bancorp does not expect to recover the entire amortized cost basis of the security. If Bancorp intends to sell a security or if it is more likely than not that Bancorp will be required to sell the security before recovery, an other-than-temporary impairment write-down is recognized in earnings equal to the difference between the security’s amortized cost basis and its fair value. If Bancorp does not intend to sell the security or it is not more likely than not that it will be required to sell the security before recovery, the other-than-temporary impairment write-down is separated into an amount representing credit loss, which is recognized in earnings, and an amount related to all other factors, which is recognized in other comprehensive income. Declines in value judged to be other-than-temporary are included in other non-interest expense in the consolidated statements of income. See Note 4 to Bancorp’s consolidated financial statements for additional information on investment securities.

 

  

Mortgage Loans Held for Sale

 

Mortgage loans held for sale are initially recorded at the lower of cost or market value on an individual loan basis. The sales prices of all of these loans are covered by investor commitments.

 

Loans

 

Loans are stated at the unpaid principal balance plus deferred loan origination fees, net of deferred loan costs. Loan fees, net of any costs, are deferred and amortized over the life of the related loan on an effective yield basis.  Interest income on loans is recorded on the accrual basis except for those loans in a non-accrual income status. Loans are placed in a non-accrual income status when prospects for recovering both principal and accrued interest are considered doubtful or when a default of principal or interest has existed for 90 days or more unless such loan is well secured and in the process of collection. When a loan is placed on non-accrual status, any interest previously accrued but not yet collected is reversed against current income. No interest income is recorded while a loan is on non-accrual until principal has been fully collected. Non-accrual loans may be returned to accrual status once prospects for recovering both principal and accrued interest are reasonably assured. Loans are accounted for as troubled debt restructurings (TDRs) when Bancorp, for economic or legal reasons related to the debtor’s financial difficulties, grants a concession to the debtor that it would not otherwise consider. If a loan is restructured at a market rate for a new loan with comparable risk, no principal forgiveness has been granted, and the loan is not impaired based on the terms specified by the restructuring agreement, it shall be removed from TDR status generally after six months of performance.

 

Loans are classified as impaired when it is probable Bancorp will be unable to collect interest and principal according to the terms of the loan agreement. These loans are measured based on the present value of future cash flows discounted at the loans’ effective interest rate or at the estimated fair value of the loans’ collateral, if applicable. Impaired loans consist of loans in non-accrual status and loans accounted for as troubled debt restructuring.

 

Allowance for Loan Losses

 

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

 

Bancorp’s allowance methodology is driven by risk ratings, historical losses, and qualitative factors. Assumptions include many factors such as changes in borrowers’ financial condition which can change quickly or historical loss ratios related to certain loan portfolios which may or may not be indicative of future losses. To the extent that management’s assumptions prove incorrect, the results from operations could be materially affected by a higher or lower provision for loan losses. In the second quarter of 2015, Bancorp extended the historical period used to capture Bancorp’s historical loss ratios from 12 quarters to 24 quarters. This extension of the historical period used to capture Bancorp’s historical loss ratios was applied to all classes and segments of our loan portfolio. The expansion of the look-back period for the quantitative historical loss rate caused us to review the overall methodology for the qualitative factors to ensure we were appropriately capturing the risk not addressed in the quantitative historical loss rate. Management believes the extension of the look-back period is appropriate to capture the impact of a full economic cycle and provides sufficient loss observations to develop a reliable estimate.

 

Bancorp’s allowance calculation includes allocations to loan portfolio segments for qualitative factors including, among other factors, local economic and business conditions, the quality and experience of lending staff and management, exceptions to lending policies, levels of and trends in past due loans and loan classifications, concentrations of credit such as collateral type, trends in portfolio growth, changes in the value of underlying collateral for collateral-dependent loans, effect of other external factors such as the national economic and business trends, and the quality and depth of the loan review function. Bancorp utilizes the sum of all allowance amounts derived as described above as the appropriate level of allowance for loan and lease losses. Changes in the criteria used in this evaluation or the availability of new information could cause the allowance to be increased or decreased in future periods.

 

  

Based on this quantitative and qualitative analysis, provisions (credits) are made to the allowance for loan losses.  Such provisions (credits) are reflected as a charge against (benefit to) current earnings in Bancorp’s consolidated statements of income.

 

The adequacy of the allowance for loan losses is monitored by Executive Management and reported quarterly to the Audit Committee of the Board of Directors. This committee has approved the overall methodology. Various regulatory agencies, as an integral part of their examination process, periodically review the adequacy of Bancorp’s allowance for loan losses. Such agencies may require Bancorp to make additional provisions to the allowance based upon their judgments about information available to them at the time of their examinations.

 

The accounting policy related to the allowance for loan losses is applicable to the commercial banking segment of Bancorp. 

 

Acquired loans

 

Bancorp acquired loans in 2013 as part of the acquisition referenced in Note 3 to the consolidated financial statements. Acquired loans were initially recorded at their acquisition date fair values. Credit losses in the loans are included in the determination of the fair value of the loans at the acquisition date. Fair values for acquired loans were based on a discounted cash flow methodology that involves assumptions and judgments as to credit risk, default rates, loss severity, collateral values, discount rates, payment speeds, prepayment risk, and liquidity risk at the time of acquisition.

 

Acquired loans that had evidence of deterioration in credit quality since origination and for which it was probable, at acquisition, that Bancorp would be unable to collect all contractually required payments were specifically identified and analyzed. The excess of cash flows expected at acquisition over the estimated fair value is referred to as accretable discount and will be recognized as interest income over the remaining life of the loan. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition is referred to as non-accretable discount. Subsequent decreases to the expected cash flows require Bancorp to evaluate the need for an allowance for loan losses on these loans. Charge-offs of the principal amount on credit-impaired acquired loans would be first applied to non-accretable discount.

 

For acquired loans that are not deemed impaired at acquisition, the methods used to estimate the required allowance for loan losses for acquired loans is the same for originated loans except that any initial fair value adjustment is taken into consideration when calculating any required allowance.

 

Premises and Equipment

 

Premises and equipment are carried at cost, less accumulated depreciation and amortization. Depreciation of premises and equipment is computed using straight-line methods over the estimated useful lives of the assets ranging from 3 to 40 years. Leasehold improvements are amortized on the straight-line method over the terms of the related leases, including expected renewals, or over the useful lives of the improvements, whichever is shorter. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized.

 

Other Assets

 

Bank-owned life insurance (“BOLI”) is carried at net realizable value, which considers any applicable surrender charges. Also, Bancorp maintains life insurance policies in conjunction with its non-qualified defined benefit and non-qualified compensation plans.

 

Other real estate is carried at the lower of cost or estimated fair value minus estimated selling costs. Any write downs to fair value at the date of acquisition are charged to the allowance for loan losses. In certain situations, improvements to prepare assets for sale are capitalized if those costs increase the estimated fair value of the asset. Expenses incurred in maintaining assets, write downs to reflect subsequent declines in value, and realized gains or losses are reflected in operations and are included in non-interest income and expense.

 

  

MSRs are amortized in proportion to and over the period of estimated net servicing income, considering appropriate prepayment assumptions. MSRs are evaluated quarterly for impairment by comparing the carrying value to fair value.

 

Goodwill is measured and evaluated at least annually for impairment. No impairment charges have been deemed necessary or recorded to date, as the fair value is substantially in excess of the carrying value.

 

Securities Sold Under Agreements to Repurchase

 

Bancorp enters into sales of securities under agreement to repurchase. Such repurchase agreements are considered financing agreements, and mature within one business day from the transaction date. Accordingly, the obligation to repurchase assets sold is reflected as a liability in the consolidated balance sheets of Bancorp.  Repurchase agreements are collateralized by debt securities which are owned and under the control of Bancorp. These agreements are used in conjunction with collateralized corporate cash management accounts.

 

Income Taxes

 

Bancorp accounts for income taxes using the asset and liability method. The objective of the asset and liability method is to establish deferred tax assets and liabilities for temporary differences between the financial reporting and the tax bases of Bancorp’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period that includes the enactment date.

 

Bancorp invests in certain partnerships that yield historic and low-income housing tax credits as well as tax deductible losses. The tax benefit of these investments exceeds amortization expense associated with them, resulting in a positive impact on net income.

 

Realization of deferred tax assets associated with the investment in partnerships is dependent upon generating sufficient taxable capital gain income prior to their expiration. A valuation allowance to reflect management’s estimate of the temporary deductible differences that may expire prior to their utilization has been recorded at year-end 2016 and 2015.

 

To the extent unrecognized income tax benefits become realized or the related accrued interest is no longer necessary, Bancorp’s provision for income taxes would be favorably impacted. As of December 31, 2016 and 2015, the gross amount of unrecognized tax benefits was $40,000, details of which are included in Note 8 to these consolidated financials. If recognized, the tax benefits would reduce tax expense and accordingly, increase net income. The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current tax year positions, expiration of open income tax returns due to statutes of limitation, changes in management’s judgment about the level of uncertainty, status of examination, litigation and legislative activity and the addition or elimination of uncertain tax positions. Stock Yards Bancorp, Inc. and its wholly-owned subsidiary file consolidated income tax returns in applicable jurisdictions.

 

Bancorp’s policy is to report interest and penalties, if any, related to unrecognized tax benefits in income tax expense. As of December 31, 2016 and 2015, the amount accrued for the potential payment of interest and penalties was $2,000.

 

Net Income Per Share

 

Basic net income per common share is determined by dividing net income by the weighted average number of shares of common stock outstanding. Diluted net income per share is determined by dividing net income by the weighted average number of shares of common stock outstanding plus the weighted average number of shares that would be issued upon exercise of dilutive options and stock appreciation rights, assuming proceeds are used to repurchase shares under the treasury stock method.

 

Comprehensive Income

 

Comprehensive income is defined as the change in equity (net assets) of a business enterprise during a period from transactions and other events and circumstances from non-owner sources.  For Bancorp, this includes net income, changes in unrealized gains and losses on available-for-sale investment securities and cash flow hedging instruments, net of reclassification adjustments and taxes, and minimum pension liability adjustments, net of taxes.

 

  

Segment Information

 

Bancorp provides a broad range of financial services to individuals, corporations and others through its 37 full service banking locations as of December 31, 2016.  These services include loan and deposit services, cash management services, securities brokerage activities, mortgage origination and wealth management and trust activities.  Bancorp’s operations are considered by management to be aggregated in two reportable operating segments: commercial banking and wealth management and trust.

 

Stock-Based Compensation

 

For all awards, stock-based compensation expense is recognized over the period in which it is earned based on the grant-date fair value of the portion of stock-based payment awards that are ultimately expected to vest, reduced for estimated forfeitures. US GAAP requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

 

Derivatives

 

Bancorp uses derivative financial instruments as part of its interest rate risk management, including interest rate swaps. US GAAP establishes accounting and reporting standards for derivative instruments and hedging activities. As required by US GAAP, Bancorp’s interest rate swaps are recognized as other assets and liabilities in the consolidated balance sheet at fair value. Accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. To qualify for hedge accounting, Bancorp must comply with detailed rules and documentation requirements at inception of the hedge, and hedge effectiveness is assessed at inception and periodically throughout the life of each hedging relationship. Hedge ineffectiveness, if any, is measured periodically throughout the life of the hedging relationship.

 

For derivatives designated as cash flow hedges, the effective portion of changes in fair value of the derivative is initially reported in other comprehensive income and subsequently reclassified to interest income or expense when the hedged transaction affects earnings, while the ineffective portion of changes in fair value of derivative, if any, is recognized immediately in other noninterest income. Bancorp assesses effectiveness of each hedging relationship by comparing the cumulative changes in cash flows of the derivative hedging instrument with the cumulative changes in cash flows of the designated hedged item or transaction. No component of the change in the fair value of the hedging instrument is excluded from the assessment of hedge effectiveness.

 

Bancorp offers interest rate swaps to customers desiring long-term fixed rate lending whereby Bancorp receives interest at a fixed rate and pays interest at a variable rate. Simultaneously, Bancorp enters into an interest rate swap agreement with an unrelated counterparty whereby Bancorp pays interest at a fixed rate and receives interest at a variable rate. Because of matching terms of offsetting contracts and the collateral provisions mitigating any non-performance risk, changes in fair value subsequent to initial recognition have an insignificant effect on earnings. Because these derivative instruments have not been designated as hedging instruments, the derivative instruments are recognized on the consolidated balance sheet at fair value, with changes in fair value, due to changes in prevailing interest rates, recorded in other noninterest income.

 

Bancorp had no fair value hedging relationships at December 31, 2016 or 2015. Bancorp does not use derivatives for trading or speculative purposes. See Note 22 to the consolidated financial statements for more information regarding derivatives.

 

(2) Restrictions on Cash and Due from Banks

 

Bancorp is required to maintain an average reserve balance in cash or with the Federal Reserve Bank relating to customer deposits. The amount of those required reserve balances was approximately $6,338,000 and $3,679,000 at December 31, 2016 and 2015, respectively, and is included in federal funds sold and interest bearing due from banks in the consolidated balance sheet.

 

   

(3) Acquisition

 

In 2013, Bancorp completed the acquisition of 100% of the outstanding shares of THE BANCorp, Inc. (“Oldham”), parent company of THE BANK – Oldham County, Inc. The transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration transferred were recorded at estimated fair value on the acquisition date. Bancorp recorded a core deposit intangible of $2.5 million which is being amortized using methods that anticipate the life of the underlying deposits to which the intangible is attributable. At December 31, 2016, the unamortized core deposit intangible was $1.4 million. See Note 7 for details on the core deposit intangible.

 

(4) Securities

 

All of Bancorp’s securities are available-for-sale. The amortized cost, unrealized gains and losses, and fair value of these securities follow: 

 

(in thousands)

 

Amortized

  

Unrealized

  

 

 

December 31, 2016

 cost  

Gains

  

Losses

  Fair value 
                 

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

 $74,997   $1   $-   $74,998  

Government sponsored enterprise obligations

  268,784    800    1,494    268,090  

Mortgage-backed securities - government agencies

  170,344    735    2,236    168,843  

Obligations of states and political subdivisions

  57,158    682    396    57,444  

Corporate equity securities

  653    46    -    699  
                 

Total securities available-for-sale

 $571,936   $2,264   $4,126   $570,074  

 

(in thousands)

 

Amortized

  

Unrealized

  

 

 

December 31, 2015

 cost  

Gains

  

Losses

  Fair value 
                 

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

 $79,999   $1   $-   $80,000  

Government sponsored enterprise obligations

  251,190    1,468    765    251,893  

Mortgage-backed securities - government agencies

  170,139    1,143    1,654    169,628  

Obligations of states and political subdivisions

  62,410    1,342    50    63,702  

Corporate equity securities

  653    -    -    653  
                 

Total securities available-for-sale

 $564,391   $3,954   $2,469   $565,876  

 

Corporate equity securities, included in the available-for-sale portfolio at December 31, 2016 and 2015, consisted of common stock in a publicly-traded small business investment company.

 

In 2016, Bancorp sold no securities. In 2015 Bancorp sold securities with total fair market value of $5.9 million, generating no gain or loss. These securities consisted of agency and mortgage-backed securities with small remaining balances. In 2014, Bancorp sold securities with total fair market value of $7.7 million, generating a net loss of $9 thousand. These securities consisted of mortgage-backed securities with small remaining balances, obligations of state and political subdivisions, and agency securities. Sales were made in the ordinary course of portfolio management. Management has the intent and ability to hold all remaining investment securities available-for-sale for the foreseeable future.

 

 

A summary of the securities available-for-sale by maturity as of December 31, 2016 is shown below.

 
(in thousands)      

Securities available-for-sale

 

Amortized cost

  

Fair value

 
         

Due within 1 year

 $176,860   $177,024  

Due after 1 but within 5 years

  99,551    99,637  

Due after 5 but within 10 years

  17,129    16,881  

Due after 10 years

  107,399    106,990  

Corporate equity security

  653    699  

Mortgage-backed securities - government agencies

  170,344    168,843  
         

Total securities available for sale

 $571,936   $570,074  


Actual maturities may differ from contractual maturities because some issuers have the right to call or prepay obligations with or without call or prepayment penalties. The investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as the FHLMC, FNMA, and GNMA. These securities differ from traditional debt securities primarily in that they may have uncertain principal payment dates and are priced based on estimated prepayment rates on the underlying collateral.

 

Securities with a carrying value of $380.4 million and $380.7 million were pledged at December 31, 2016 and 2015, respectively, to secure accounts of commercial depositors in cash management accounts, public deposits, and cash balances for certain wealth management and trust accounts.

 

At December 31, 2016 and 2015, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

 

Securities with unrealized losses not recognized in the statements of income are as follows: 

 

(in thousands)

 

Less than 12 months

  

12 months or more

  

Total

 
  

Fair

  

Unrealized

  

Fair

  

Unrealized

  

Fair

  

Unrealized

 

December 31, 2016

 

value

  

losses

  

value

  

losses

  

value

  

losses

 
                         

Government sponsored enterprise obligations

 $154,951   $1,344   $3,485   $150   $158,436   $1,494  

Mortgage-backed securities - government agencies

  115,374    1,873    9,914    363    125,288    2,236  

Obligations of states and political subdivisions

  29,893    380    1,478    16    31,371    396  
                         

Total temporarily impaired securities

 $300,218   $3,597   $14,877   $529   $315,095   $4,126  
                         

December 31, 2015

                        

Government sponsored enterprise obligations

 $102,098   $500   $8,469   $265   $110,567   $765  

Mortgage-backed securities - government agencies

  49,774    662    29,936    992    79,710    1,654  

Obligations of states and political subdivisions

  13,225    31    1,955    19    15,180    50  
                         

Total temporarily impaired securities

 $165,097   $1,193   $40,360   $1,276   $205,457   $2,469  

 

The applicable dates for determining when securities are in an unrealized loss position are December 31, 2016 and 2015. As such, it is possible that a security had a market value lower than its amortized cost on other days during the past twelve months, but is not in the “Investments with an unrealized loss of less than 12 months” category above.

 

  

At December 31, 2015, Bancorp recorded an other-than-temporary impairment charge of $103,000, in other non-interest expense, on the corporate equity security. This security, the only equity security in available-for-sale securities, exhibited characteristics which indicated the fair value was not likely to recover to a level equal to its carrying value within a reasonable period of time. At December 31, 2016 the fair value of this security exceeded its amortized cost, resulting in an unrealized gain of $46,000.

 

Unrealized losses on Bancorp’s remaining investment securities portfolio have not been recognized as expense because the securities are of high credit quality, and the decline in fair values is largely due to changes in the prevailing interest rate environment since the purchase date. Fair value is expected to recover as securities reach their maturity date and/or the interest rate environment returns to conditions similar to when these securities were purchased. These investments consist of 117 and 70 separate investment positions as of December 31, 2016 and 2015, respectively. Because management does not intend to sell the investments, and it is not likely that Bancorp will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, Bancorp does not consider these securities to be other-than-temporarily impaired at December 31, 2016.

 

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

 

  

(5) Loans

 

The composition of loans by primary loan portfolio class follows:

 

  

December 31,

 

(in thousands)

 

2016

  

2015

 

Commercial and industrial

 $736,841   $644,398  

Construction and development, excluding undeveloped land

  192,348    134,482 

Undeveloped land

  21,496    21,185 
         

Real estate mortgage:

        

Commercial investment

  538,886    436,989 

Owner occupied commercial

  408,292    420,666 

1-4 family residential

  249,498    226,575 

Home equity - first lien

  55,325    50,115 

Home equity - junior lien

  67,519    63,066 
         

Subtotal: Real estate mortgage

  1,319,520    1,197,411  
         

Consumer

  35,170    35,531  
         

Total loans

 $2,305,375   $2,033,007  

 

Fees and costs of originating loans are deferred at origination and amortized over the life of the loan. Loan balances reported herein include deferred loan origination fees, net of deferred loan costs. At December 31, 2016 and 2015, net deferred loan origination costs exceeded deferred loan origination fees, resulting in net balances of ($459) thousand and ($520) thousand respectively. The lower net balance at December 31, 2016, as compared to the same point in 2015, is primarily due to lower origination costs in some lending products as Bancorp improved efficiencies through the use of electronic products and streamlined systems.

 

Bancorp’s credit exposure is diversified with secured and unsecured loans to individuals and businesses. No specific industry concentration exceeds ten percent of loans. While Bancorp has a diversified loan portfolio, a customer’s ability to honor contracts is somewhat dependent upon the economic stability and/or industry in which that customer does business. Loans outstanding and related unfunded commitments are primarily concentrated within Bancorp’s current market areas, which encompass the Louisville, Indianapolis and Cincinnati metropolitan markets.

 

Bancorp occasionally enters into loan participation agreements with other banks in the ordinary course of business to diversify credit risk. For certain sold participation loans, Bancorp has retained effective control of the loans, typically by restricting the participating institutions from pledging or selling their share of the loan without permission from Bancorp. US GAAP requires the participated portion of these loans to be recorded as secured borrowings. The participated portions of these loans are included in the commercial and industrial loan (C&I) totals above, and a corresponding liability is reflected in other liabilities. At December 31, 2016 and 2015, the total participated portions of loans of this nature were $15.8 million and $7.2 million respectively. 

 

Loans to directors and their associates, including loans to companies for which directors are principal owners and executive officers are presented in the following table.

 

(in thousands)

 

Year ended December 31,

 

Loans to directors and executive officers

 

2016

  

2015

 

Balance as of January 1

 $866  $11,790 

New loans

  -   - 

Repayment of term loans

  (340)  (560)

Changes in balances of revolving lines of credit

  443   562 

Adjustment for Board member resignation

  -   (10,926)

Balance as of December 31

 $969  $866 

  

 

None of the loans to directors and executive officers were past due or considered potential problem loans during 2016 or 2015.

 

The following tables present balances in the recorded investment in loans and allowance for loan losses by portfolio segment and based on impairment evaluation method as of December 31, 2016, 2015 and 2014.

 

(in thousands)

 

Type of loan

     
      

Construction

                 
      

and development

                 
  

Commercial

  

excluding

                 
  

and

  

undeveloped

  

Undeveloped

  

Real estate

         

December 31, 2016

 

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 
                         

Loans

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

Loans individually evaluated for impairment

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

Loans collectively evaluated for impairment

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

Loans acquired with deteriorated credit quality

 $20   $-   $-   $604   $-   $624  

 

      

Construction

                 
      

and development

                 
  

Commercial

  

excluding

                 
  

and

  

undeveloped

  

Undeveloped

  

Real estate

         
  

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 

Allowance for loan losses

                        

At December 31, 2015

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

Provision (credit)

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

Charge-offs

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

Recoveries

  279    21    -    342    417    1,059  

At December 31, 2016

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

Allowance for loans individually evaluated for impairment

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

Allowance for loans collectively evaluated for impairment

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

Allowance for loans acquired with deteriorated credit quality

 $-   $-   $-   $-   $-   $-  

 

 

(in thousands)

 

Type of loan

     
      

Construction

                 
      

and development

                 
  

Commercial

  

excluding

                 
  

and

  

undeveloped

  

Undeveloped

  

Real estate

         

December 31, 2015

 

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 
                         

Loans

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

Loans individually evaluated for impairment

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

Loans collectively evaluated for impairment

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

Loans acquired with deteriorated credit quality

 $3   $322   $-   $497   $-   $822  

 

      

Construction

                 
      

and development

                 
  

Commercial

  

excluding

                 
  

and

  

undeveloped

  

Undeveloped

  

Real estate

         
  

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 

Allowance for loan losses

                       

At December 31, 2014

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

Provision (credit)

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

Charge-offs

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

Recoveries

  98    -    1,400    155    499    2,152  

At December 31, 2015

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

Allowance for loans individually evaluated for impairment

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

Allowance for loans collectively evaluated for impairment

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

Allowance for loans acquired with deteriorated credit quality

 $-   $-   $-   $-   $-   $-  

 

 

(in thousands)

 

Type of loan

     
      

Construction

                 
      

and development

                 
  

Commercial

  

excluding

                 
  

and

  

undeveloped

  

Undeveloped

  

Real estate

         

December 31, 2014

 

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 
                         

Loans

 $571,754   $95,733   $21,268   $1,150,399   $29,396   $1,868,550  
                         

Loans individually evaluated for impairment

 $7,239   $516   $-   $3,720   $76   $11,551  
                         

Loans collectively evaluated for impairment

 $564,443   $94,603   $21,268   $1,146,212   $29,311   $1,855,837  
                         

Loans acquired with deteriorated credit quality

 $72   $614   $-   $467   $9   $1,162  

 

      

Construction

                 
      

and development

                 
  

Commercial

  

excluding

                 
  

and

  

undeveloped

  

Undeveloped

  

Real estate

         
  

industrial

  

land

  

land

  

mortgage

  

Consumer

  

Total

 

Allowance for loan losses

                        

At December 31, 2013

 $7,644   $2,555   $5,376   $12,604   $343   $28,522  

Provision (credit)

  4,593    (1,584)  (2,244)  (1,190)  25    (400)

Charge-offs

  (661)  (250)  (1,753)  (993)  (587)  (4,244)

Recoveries

  243    -    166    120    513    1,042  

At December 31, 2014

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

Allowance for loans individually evaluated for impairment

 $1,029   $15   $-   $256   $76   $1,376  
                         

Allowance for loans collectively evaluated for impairment

 $10,790   $706   $1,545   $10,285   $218   $23,544  
                         

Allowance for loans acquired with deteriorated credit quality

 $-   $-   $-   $-   $-   $-  

 

 

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

 

 

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

  

 

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

   
 

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

  

 

 

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

 

 

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

 

Bancorp has loans that were acquired in a 2013 acquisition, for which there was, at acquisition, evidence of deterioration of credit quality since origination and for which it was probable, at acquisition, that all contractually required payments would not be collected. The carrying amount of those loans is included in the balance sheet amounts for total loans at December 31, 2016 and 2015. Changes in the interest component of the fair value adjustment for acquired impaired loans for the years ended December 31, 2015 and 2016 are shown in the following table:

 

(in thousands)

 

Accretable

discount

  

Non-

accretable

discount

 

Balance at December 31, 2014

 $62   $266 

Accretion

  (59)  (77)

Reclassifications from (to) non-accretable difference

  -    -  

Disposals

  -    -  

Balance at December 31, 2015

  3    189  
         

Accretion

  (3)  (41)

Reclassifications from (to) non-accretable difference

  -    -  

Disposals

  -    -  

Balance at December 31, 2016

 $0   $148  

  

Accretion in the non-accretable discount column represents accretion recorded upon payoff of loans.

 

 

The following tables present loans individually evaluated for impairment as of December 31, 2016 and 2015.

 

(in thousands)

     

Unpaid

      

Average

 
  

Recorded

  

principal

  

Related

  

recorded

 

December 31, 2016

 

investment

  

balance

  

allowance

  

investment

 
                 

Loans with no related allowance recorded:

                

Commercial and industrial

 $322   $465   $-   $1,947  

Construction and development, excluding undeveloped land

  538    708    -    108  

Undeveloped land

  233    265    -    76  
                 

Real estate mortgage

                

Commercial investment

  107    107    -    193  

Owner occupied commercial

  1,042    1,479    -    1,356  

1-4 family residential

  984    985    -    980  

Home equity - first lien

  -    -    -    3  

Home equity - junior lien

  383    383    -    315  

Subtotal: Real estate mortgage

  2,516    2,954    -    2,847  
                 

Consumer

  -    -    -    18  

Subtotal

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

Loans with an allowance recorded:

                

Commercial and industrial

 $2,360   $2,835   $1,207   $1,619  

Construction and development, excluding undeveloped land

  -    -    -    182  

Undeveloped land

  241    241    1    149  
                 

Real estate mortgage

                

Commercial investment

  -    -    -    -  

Owner occupied commercial

  -    -    -    554  

1-4 family residential

  -    -    -    -  

Home equity - first lien

  -    -    -    -  

Home equity - junior lien

  -    -    -    -  

Subtotal: Real estate mortgage

  -    -    -    554  
                 

Consumer

  59    59    59    63  

Subtotal

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

Total:

                

Commercial and industrial

 $2,682   $3,300   $1,207   $3,566  

Construction and development, excluding undeveloped land

  538    708    -    290  

Undeveloped land

  474    506    1    225  
                 

Real estate mortgage

  -    -    -    -  

Commercial investment

  107    107    -    193  

Owner occupied commercial

  1,042    1,479    -    1,910  

1-4 family residential

  984    985    -    980  

Home equity - first lien

  -    -    -    3  

Home equity - junior lien

  383    383    -    315  

Subtotal: Real estate mortgage

  2,516    2,954    -    3,401  
                 

Consumer

  59    59    59    81  

Total

 $6,269   $7,527   $1,267   $7,563  

 

 

(in thousands)

     

Unpaid

      

Average

 
  

Recorded

  

principal

  

Related

  

recorded

 

December 31, 2015

 

investment

  

balance

  

allowance

  

investment

 
                 

Loans with no related allowance recorded:

                

Commercial and industrial

 $3,119   $3,859   $-   $1,414  

Construction and development, excluding undeveloped land

  -    151    -    21  

Undeveloped land

  -    -    -    -  
                 

Real estate mortgage

                

Commercial investment

  278    278    -    178  

Owner occupied commercial

  1,743    2,713    -    1,622  

1-4 family residential

  906    906    -    661  

Home equity - first lien

  13    13    -    37  

Home equity - junior lien

  92    92    -    69  

Subtotal: Real estate mortgage

  3,032    4,002    -    2,567  
                 

Consumer

  -    -    -    3  

Subtotal

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

Loans with an allowance recorded:

                

Commercial and industrial

 $1,516   $3,087   $268   $4,612  

Construction and development, excluding undeveloped land

  -    -    -    368  

Undeveloped land

  -    -    -    -  
                 

Real estate mortgage

                

Commercial investment

  -    -    -    92  

Owner occupied commercial

  1,018    1,018    208    1,266  

1-4 family residential

  -    -    -    188  

Home equity - first lien

  -    -    -    -  

Home equity - junior lien

  -    -    -    -  

Subtotal: Real estate mortgage

  1,018    1,018    208    1,546  
                 

Consumer

  68    68    68    72  

Subtotal

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

Total:

                

Commercial and industrial

 $4,635   $6,946   $268   $6,026  

Construction and development, excluding undeveloped land

  -    151    -    389  

Undeveloped land

  -    -    -    -  
                 

Real estate mortgage

  -    -    -    -  

Commercial investment

  278    278    -    270  

Owner occupied commercial

  2,761    3,731    208    2,888  

1-4 family residential

  906    906    -    849  

Home equity - first lien

  13    13    -    37  

Home equity - junior lien

  92    92    -    69  

Subtotal: Real estate mortgage

  4,050    5,020    208    4,113  
                 

Consumer

  68    68    68    75  

Total

 $8,753   $12,185   $544   $10,603  

 

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

 

  

Interest paid on impaired or non-accrual loans that was used to reduce principal was $307 thousand, $521 thousand and $284 thousand in 2016, 2015, and 2014, respectively.  Interest income that would have been recorded if non-accrual loans were on a current basis in accordance with their original terms was $149 thousand, $465 thousand and $376 thousand in 2016, 2015 and 2014, respectively.

 

Impaired loans include non-accrual loans and loans accounted for as troubled debt restructurings (TDRs), which continue to accrue interest. Non-performing loans include the balance of impaired loans plus any loans over 90 days past due and still accruing interest.  Loans past due more than 90 days or more and still accruing interest amounted to $438 thousand and $176 thousand at December 31, 2016 and 2015, respectively.

 

The following table presents the recorded investment in non-accrual loans as of December 31, 2016 and 2015.

 

  

December 31,

 

(in thousands)

 

2016

  

2015

 
         

Commercial and industrial

 $1,767   $3,643  

Construction and development, excluding undeveloped land

  538    -  

Undeveloped land

  474    -  
         

Real estate mortgage

        

Commercial investment

  107    278  

Owner occupied commercial

  1,042    2,761  

1-4 family residential

  984    906  

Home equity - first lien

  -    13  

Home equity - junior lien

  383    92  

Subtotal: Real estate mortgage

  2,516    4,050  
         

Consumer

  -    -  
         

Total

 $5,295   $7,693  

 

In the course of working with borrowers, Bancorp may elect to restructure the contractual terms of certain loans. A troubled debt restructuring (TDRs) occurs when, for economic or legal reasons related to a borrower’s financial difficulties, Bancorp grants a concession to the borrower that it would not otherwise consider. Bancorp had $974 thousand and $1.1 million of accruing loans classified as TDRs, at December 31, 2016 and 2015, respectively. In both periods this consisted of two C&I loans, to a single borrower, and one consumer loan. Bancorp did not identify and report any additional loans as TDRs during the years ended December 31, 2016, 2015 and 2014.

 

Loans accounted for as TDRs are individually evaluated for impairment. At December 31, 2016 loans reported as TDRs had a total allowance allocation of $207 thousand, compared to $177 thousand at December 31, 2015.

 

At December 31, 2016 and 2015, Bancorp had no outstanding commitments to lend additional funds to borrowers whose loans have been classified as TDRs.

 

  

The following table presents the aging of the recorded investment in loans as of December 31, 2016 and 2015. 

 

                          

Recorded

 

(in thousands)

             

90 or more

          

investment

 
              

days past

          

> 90 days

 
      

30-59 days

  

60-89 days

  

due (includes)

  

Total

  

Total

  

and

 

December 31, 2016

 

Current

  

past due

  

past due

  

non-accrual)

  

past due

  

loans

  

accruing

 
                             

Commercial and industrial

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

Construction and development, excluding undeveloped land

  191,810    -    -    538    538    192,348    -  

Undeveloped land

  21,022    -    -    474    474    21,496    -  
                             

Real estate mortgage

                            

Commercial investment

  537,998    631    64    193    888    538,886    86  

Owner occupied commercial

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

1-4 family residential

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

Home equity - first lien

  55,027    231    21    46    298    55,325    46  

Home equity - junior lien

  66,911    99    126    383    608    67,519    72  

Subtotal: Real estate mortgage

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

Consumer

  34,965    28    105    72    205    35,170    -  
                             

Total

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

December 31, 2015

                            
                             

Commercial and industrial

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

Construction and development, excluding undeveloped land

  134,482    -    -    -    -    134,482    -  

Undeveloped land

  21,185    -    -    -    -    21,185    -  
                             

Real estate mortgage

                            

Commercial investment

  436,281    290    140    278    708    436,989    -  

Owner occupied commercial

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

1-4 family residential

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

Home equity - first lien

  50,016    35    51    13    99    50,115    -  

Home equity - junior lien

  62,516    285    173    92    550    63,066    -  

Subtotal: Real estate mortgage

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

Consumer

  35,180    343    8    -    351    35,531    -  
                             

Total

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

 

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

 

 

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

   
 

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

 

 

Substandard non-performing: Loans classified as substandard non-performing have deteriorated beyond the characteristics of substandard loans and have been placed on non-accrual status or have been accounted for as troubled debt restructurings.

 

 

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

  

 

As of December 31, 2016 and 2015, internally assigned risk grades of loans by category were as follows: 

 

(in thousands)

             

Substandard

      

Total

 

December 31, 2016

 

Pass

  

OAEM

  

Substandard

  

non-performing

  

Doubtful

  

loans

 
                         

Commercial and industrial

 $714,025   $14,266   $5,850   $2,700   $-   $736,841  

Construction and development, excluding undeveloped land

  191,455    -    355    538    -    192,348  

Undeveloped land

  21,022    -    -    474    -    21,496  
                         

Real estate mortgage

                        

Commercial investment

  538,688    -    5    193    -    538,886  

Owner occupied commercial

  396,997    7,960    2,111    1,224    -    408,292  

1-4 family residential

  247,888    -    592    1,018    -    249,498  

Home equity - first lien

  55,279    -    -    46    -    55,325  

Home equity - junior lien

  66,710    -    426    383    -    67,519  

Subtotal: Real estate mortgage

  1,305,562    7,960    3,134    2,864    -    1,319,520  
                         

Consumer

  35,039    -    -    131    -    35,170  
                         

Total

 $2,267,103   $22,226   $9,339   $6,707   $-   $2,305,375  
                         
                         

December 31, 2015

                        
                         

Commercial and industrial

 $612,853   $19,672   $7,238   $4,635   $-   $644,398  

Construction and development, excluding undeveloped land

  133,342    773    367    -    -    134,482  

Undeveloped land

  20,513    517    155    -    -    21,185  
                         

Real estate mortgage

                        

Commercial investment

  434,528    2,183    -    278    -    436,989  

Owner occupied commercial

  397,357    17,135    3,413    2,761    -    420,666  

1-4 family residential

  224,645    848    -    1,082    -    226,575  

Home equity - first lien

  50,102    -    -    13    -    50,115  

Home equity - junior lien

  62,924    50    -    92    -    63,066  

Subtotal: Real estate mortgage

  1,169,556    20,216    3,413    4,226    -    1,197,411  
                         

Consumer

  35,463    -    -    68    -    35,531  
                         

Total

 $1,971,727   $41,178   $11,173   $8,929   $-   $2,033,007  

  

 

(6) Premises and Equipment

 

A summary of premises and equipment follows:

 

  

December 31,

 

(in thousands)

 

2016

  

2015

 
         

Land

 $7,118  $7,118 

Buildings and improvements

  47,398   44,959 

Furniture and equipment

  20,758   18,497 

Construction in progress

  51   377 
         
   75,325   70,951 
         

Accumulated depreciation and amortization

  (32,941)  (31,394)
         

Total premises and equipment

 $42,384  $39,557 

 

 

Depreciation expense related to premises and equipment was $3.2 million in 2016, $3.0 million in 2015 and $2.9 million in 2014.

 

(7) Other Assets

 

A summary of major components of other assets follows:

 

  

December 31,

 

(in thousands)

 

2016

  

2015

 
         

Cash surrender value of life insurance other than BOLI

 $13,543   $12,473  

Net deferred tax asset

  12,896    12,365  

Investments in tax credit related ventures

  5,244    5,289  

Other real estate owned and other foreclosed property

  5,033    4,541  

Other short term receivables

  2,100    1,921  

Core deposit intangible

  1,405    1,601  

Mortgage servicing rights (MSRs)

  921    1,018  

Goodwill

  682    682  

Investment in bank in expansion market

  -    520  

Other

  7,553   5,806  

Total

 $49,377   $46,216  

 

Bancorp maintains life insurance policies other than BOLI in conjunction with its non-qualified defined benefit retirement and non-qualified compensation plans.

 

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

 

 

 

Changes in the net carrying amount of MSRs are shown in the following table.

 

(in thousands)

 

2016

  

2015

 
         

Balance at January 1

 $1,018   $1,131  

Originations

  177    528  

Amortization

  (274)  (641)
         

Balance at December 31

 $921   $1,018  

 

(8) Income Taxes

 

Components of income tax expense (benefit) from operations were as follows:

 

(In thousands)

 

2016

  

2015

  

2014

 

Current tax expense

            

Federal

 $14,270   $15,478   $14,958  

State

  698    608    641  

Total current tax expense

  14,968    16,086    15,599  
             

Deferred tax expense (benefit)

            

Federal

  192    748    (385)

State

  36    54    26 

Total deferred tax expense (benefit)

  228    802    (359)

Change in valuation allowance

  48    45    41  

Total income tax expense

 $15,244  $16,933   $15,281 

  

Components of income tax (benefit) expense recorded directly to stockholders' equity were as follows:

 

(In thousands)

 

2016

  

2015

  

2014

 

Unrealized (loss) gain on securities available for sale

 $(1,171) $(839)  $2,383 

Reclassification adjustment for securities losses realized in income

  -    -    3  

Reclassification adjustment for securities impairment realized in income

  -    36    -  

Unrealized (loss) gain on derivatives

  24   (41)  -  

Minimum pension liability adjustment

  1   61   (69)

Compensation expense for tax purposes in excess of amounts recognized for financial reporting purposes

  (1,705)  (673)  (378)

Total income tax (benefit) expense recorded directly to stockholders' equity

 $(2,851) $(1,456) $1,939 


An analysis of the difference between the statutory and effective tax rates from operations follows:

 

 

  

Year ended December 31,

 
  

2016

  

2015

  

2014

 

U.S. federal income tax rate

  35.0

%

  35.0

%

  35.0

%

Tax credits

  (9.7)  (2.5)  (3.1)

Tax credit amortization expense

  2.8    0.4    - 

Tax exempt interest income

  (1.2)  (1.4)  (1.5)

Cash surrender value of life insurance

  (0.9)  (0.8)  (1.4)

State income taxes

  0.8    0.8    0.9  

Other, net

  0.3    (0.2)   0.6  
Effective tax rate   27.1

%

  31.3

%

  30.5

%


The decrease in effective tax rate from 2015 to 2016 was primarily the result of higher utilization of tax credits in 2016. Bancorp invests in certain partnerships that yield federal income tax credits. The tax benefit of these investments exceeds the amortization expense associated with them, resulting in a positive impact on income. The increase in the effective tax rate from 2014 to 2015 was the result of lower nontaxable income from municipal securities.

 

The effects of temporary differences that gave rise to significant portions of deferred tax assets and deferred tax liabilities follows:

 

  

December 31,

 

(In thousands)

 

2016

  

2015

 

Allowance for loan loss

 $8,581   $8,029  

Deferred compensation

  5,589    5,730  

Accrued expenses

  1,360    1,515  

Investments in partnerships

  905    1,177  

Write-downs and costs associated with other real estate owned

  29    435  

Loans

  685    659  

Other-than-temporary impairment

  37    347  

Other assets

  185    187  

Total deferred tax assets

  17,371    18,079  
         

Securities

  438    1,655  

Property and equipment

  1,409    1,158  

Loan costs

  923    843  

Prepayment penalty on modification of FHLB advances

  -    -  

Mortgage servicing rights

  280    315  

Leases

  381    611  

Core deposit intangible

  502    573  

Other liabilities

  408    473  

Total deferred tax liabilities

  4,341    5,628  

Valuation allowance

  134    86  

Net deferred tax asset

 $12,896   $12,365  

  

A valuation allowance is recognized for a deferred tax asset if, based on the weight of available evidence, it is more-likely-than-not that some portion of the entire deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projection for future taxable income over the periods which the temporary differences resulting in the remaining deferred tax assets are deductible, management believes it is more-likely-than-not that Bancorp will realize the benefits of these deductible differences, net of the valuation allowance, at December 31, 2016.

 

  

Realization of deferred tax assets associated with the investment in tax credit partnerships is dependent upon generating sufficient taxable capital gain income prior to their expiration. A valuation allowance to reflect management’s estimate of the temporary deductible differences that may expire prior to their utilization has been recorded as of December 31, 2016 and 2015.

 

US GAAP provides guidance on financial statement recognition and measurement of tax positions taken, or expected to be taken, in tax returns. As December 31, 2016 and 2015, the gross amount of unrecognized tax benefits, including penalties and interest, was $40 thousand. If recognized, tax benefits would reduce tax expense and accordingly, increase net income. The amount of unrecognized tax benefits may increase or decrease in the future for various reasons including adding amounts for current year tax positions, expiration of open income tax returns due to statutes of limitation, changes in management’s judgment about the level of uncertainty, status of examination, litigation and legislative activity and addition or elimination of uncertain tax positions. Federal and state income tax returns are subject to examination for the years after 2011.

 

A reconciliation of the amount of unrecognized tax benefits follows:

 

(In thousands)

 

2016

  

2015

 

Balance as of January 1

 $40  $40 

Increases - current year tax positions

  11   11 

Increases - prior year tax positions

  -    -  

Settlements

  -    -  

Lapse of statute of limitations

  (11)  (11)

Balance as of December 31

 $40  $40  

 

 

(9) Deposits

 

The composition of interest bearing deposits follows:

 

  

December 31,

 

(In thousands)

 

2016

  

2015

 

Interest bearing demand

 $768,139  $737,347  

Savings

  140,030   127,496  

Money market

  682,421   655,729  

Time deposits of more than $250,000

  40,427   38,988  

Other time deposits

  209,375   228,374  
         

Total interest bearing deposits

 $1,840,392  $1,787,934  

 

Interest expense related to certificates of deposit and other time deposits in denominations of $250 thousand or more was $231 thousand, $313 thousand, and $437 thousand, respectively, for the years ended December 31, 2016, 2015 and 2014.

 

At December 31, 2016, the scheduled maturities of time deposits were as follows (in thousands):

 

2017

 $171,827  

2018

  52,522  

2019

  11,011  

2020

  10,255  

2021 and thereafter

  4,187  
  $249,802  

 

  

Deposits of directors and their associates, including deposits of companies for which directors are principal owners, and executive officers were $30.5 million and $25.5 million at December 31, 2016 and 2015, respectively.

 

At December 31, 2016 and 2015, Bancorp had $449 thousand and $774 thousand, respectively, of deposits accounts in overdraft status and thus have been reclassified to loans on the accompanying consolidated balance sheets.

 

(10) Securities Sold Under Agreements to Repurchase and Other Short-Term Borrowings

 

Securities sold under agreements to repurchase are a funding source of Bancorp and are primarily used by commercial customers in conjunction with collateralized corporate cash management accounts. Such repurchase agreements are considered financing agreements and mature within one business day from the transaction date. At December 31, 2016, all of these financing arrangements had overnight maturities and were secured by government sponsored enterprise obligations and government agency mortgage-backed securities which were owned and controlled by Bancorp.

 

Information concerning securities sold under agreements to repurchase is summarized as follows:

 

(Dollars in thousands)

 

2016

  

2015

 
         

Average balance during the year

 $62,670  $65,140 

Average interest rate during the year

  0.22%  0.23%

Maximum month-end balance during the year

 $72,029  $82,467 

 

(11) Advances from the Federal Home Loan Bank

 

Bancorp had outstanding borrowings of $51.1 million at December 31, 2016, via 14 separate fixed-rate advances. For two advances totaling $30 million, both of which are non-callable, interest payments are due monthly, with principal due at maturity. For the remaining advances totaling $21.1 million, principal and interest payments are due monthly based on an amortization schedule.

 

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

 

(In thousands)

 

December 31, 2016

  

December 31, 2015

 

Year

 

Advance

  

Fixed Rate

  

Advance

  

Fixed Rate

 

2016

 $-    -

%

 $30,000    0.55

%

2017

  30,000    0.70    -    -  

2020

  1,790    2.23    1,838    2.23  

2021

  359    2.12    429    2.12  

2024

  2,661    2.36    2,865    2.36  

2025

  6,025    2.43    6,991    2.44  

2026

  8,936    1.99    -    -  

2028

  1,304    1.48    1,345    1.48  
                 

Total

 $51,075    1.30

%

 $43,468    1.09

%

   

Advances from the FHLB are collateralized by certain commercial and residential real estate mortgage loans under a blanket mortgage collateral agreement and FHLB stock. Bancorp views the borrowings as an effective alternative to higher cost time deposits to fund loan growth. At December 31, 2016, the amount of available credit from the FHLB totaled $443.5 million.

 

 

(12) Other Comprehensive Income (Loss)

 

The following table illustrates activity within the balances in accumulated other comprehensive income (loss) by component, and is shown for the years ended December 31, 2016, 2015, and 2014.

 

  

Net unrealized

  

Net unrealized

  

Minimum

     
  

gains (losses)

  

gains (losses)

  

pension

     
  

on securities

  

on cash

  

liability

     

(in thousands)

 

available-for-sale

  

flow hedges

  

adjustment

  

Total

 
                 

Balance at December 31, 2013

 $(1,973) $16   $(260) $(2,217)
                 

Other comprehensive income (loss) before reclassifications

  4,423    -    (127)  4,296  

Amounts reclassified from accumulated other comprehensive income

  6    -    -    6  

Net current period other comprehensive income (loss)

  4,429    -    (127)  4,302  

Balance at December 31, 2014

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

Other comprehensive (loss) income before reclassifications

  (1,558)  (76)  114    (1,520)

Amounts reclassified from accumulated other comprehensive income

  67    -    -    67  
                 

Net current period other comprehensive (loss) income

  (1,491)  (76)  114    (1,453)

Balance at December 31, 2015

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

Other comprehensive (loss) income before reclassifications

  (2,176)  44   1   (2,131)

Amounts reclassified from accumulated other comprehensive income

  -    -    -    - 

Net current period other comprehensive (loss) income

  (2,176)  44   1    (2,131)

Balance at December 31, 2016

 $(1,211)  $(16) $(272) $(1,499)

  

The following table illustrates activity within the reclassifications out of accumulated other comprehensive income (loss), for the years ended December 31, 2016, 2015 and 2014.

 

Details about Accumulated Other

            

Affected line item in

Other Comprehensive

 

Amount reclassified from Accumulated

 

the Consolidated

Income (Loss) Components

 

Other Comprehensive Income (Loss)

 

Statements of Income

              
  

For the years ended December 31,

  

(in thousands)

 

2016

  

2015

  

2014

  

Unrealized gains (losses) on securities available-for-sale:

             

Realized loss on sale of available-for-sale securities

 $-   $-  $(9)

Loss on sale of securities

OTTI impairment of equity security

  -    (103)  -  

Other non-interest expense

Effect of income taxes

  -    36    3  

Income tax expense

Reclassifications, net of income taxes

 $-  $(67) $(6) 

  

  

(13) Preferred Stock and Common Stock

 

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

 

At Bancorp's 2015 Annual Meeting of Shareholders, shareholders approved increasing the number of authorized common shares from 20,000,000 to 40,000,000.

 

(14) Stock Split

 

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

 

 

(15) Net Income per Share and Common Stock Dividends

 

The following table reflects the numerators (net income) and denominators (average shares outstanding) for the basic and diluted net income per share computations:

 

(In thousands, except per share data)

 

2016

  

2015

  

2014

 
             

Net income, basic and diluted

 $41,027  $37,187  $34,822 
             

Average shares outstanding, basic

  22,356   22,088   21,839 

Effect of dilutive securities

  436   371   305 
             

Average shares outstanding including dilutive securities

  22,792   22,459   22,144 
             

Net income per share, basic

 $1.84  $1.68  $1.59 
             

Net income per share, diluted

 $1.80  $1.65  $1.57 

 

 

(16) Employee Benefit Plans

 

Bancorp has a combined employee stock ownership and profit sharing plan (“KSOP”). The plan is a defined contribution plan and is available to all employees meeting certain eligibility requirements. In general, for employees who work more than 1,000 hours per year, Bancorp matches employee contributions up to 6% of the employee’s salary, and contributes an amount of Bancorp stock equal to 2% of the employee’s salary. Employer matching expenses related to contributions to the plan for 2016, 2015, and 2014 were $1.9 million, $1.8 million, and $1.7 million, respectively, and are recorded within salaries and employee benefits. Employee and employer contributions are made in accordance with the terms of the plan. As of December 31, 2016 and 2015, the KSOP held 567,000 and 433,400 shares of Bancorp stock, respectively.

 

In addition Bancorp has non-qualified plans into which directors and certain senior officers may defer director fees or salary/incentives. Bancorp matched certain executives’ deferrals into the senior officers’ plan amounting to approximately $293 thousand, $171 thousand, and $228 thousand in 2016, 2015 and 2014 respectively. At December 31, 2016 and 2015, the amounts included in other liabilities in the consolidated financial statements for this plan were $5.6 million and $4.9 million, were comprised primarily of participants’ contributions, and represented the fair value of mutual fund investments directed by participants.

 

Bancorp sponsors an unfunded non-qualified defined benefit retirement plan for three key officers (two current and one retired), and has no plans to increase the number of or the benefits to participants. Benefits vest based on 25 years of service. The former officer and one current officer are fully vested, and one current officer will be fully vested in 2017. Bancorp uses a December 31 measurement date for this plan. At December 31, 2016 and 2015 both, accumulated benefit obligation for the plan included in other liabilities in the consolidated financial statements was $2.1million. Discount rates of 4.10% and 4.28% were used in 2016 and 2015, respectively, in determining the actuarial present value of the projected benefit obligation. Actuarially determined pension costs are expensed and accrued over the service period, and benefits are paid from Bancorp’s assets. Bancorp maintains life insurance policies, for which it is the ultimate beneficiary, on certain current and former executives. Income from these policies helps offset the cost of benefits. The liability for Bancorp’s plan met the benefit obligation as of December 31, 2016 and 2015.

 

  

Information about the components of the net periodic benefit cost of the defined benefit plan, recorded in salaries and employee benefits, is as follows:

 

  

Year ended December 31,

 

(in thousands)

 

2016

  

2015

  

2014

 
             

Components of net periodic benefit cost:

            

Service cost

 $-  $-  $- 

Interest cost

  87   83   90 

Expected return on plan assets

  -   -   - 

Amortization of prior service cost

  -   -   - 

Amortization of net losses

  47   59   36 
             

Net periodic benefit cost

 $134  $142  $126 

 

 

Benefits expected to be paid in each year from 2017 to 2020 and beyond are listed in the table below.

 

(In thousands)

 

Benefits

 

2017

 $84  

2018

  84  

2019

  84  

2020

  84  

Beyond 2020

  3,278  
     

Total future payments

 $3,614  

 

Expected benefits to be paid are based on the same assumptions used to measure Bancorp’s benefit obligation at December 31, 2016. There are no obligations for other post-retirement and post-employment benefits.

 

(17) Stock-Based Compensation

 

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

 

Bancorp currently has one stock-based compensation plan. At Bancorp's 2015 Annual Meeting of Shareholders, shareholders approved the 2015 Omnibus Equity Compensation Plan and authorized the shares available from the expiring 2005 plan for future awards under the 2015 plan. No additional shares were made available. As of December 31, 2016, there were 407,781 shares available for future awards. The 2005 Stock Incentive Plan expired in April 2015; however, options and SARs granted under this plan expire as late as 2025.

 

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

 

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

 

  

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

 

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

 

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

 

(in thousands)

            
  

2016

  

2015

  

2014

 

Stock-based compensation expense before income taxes

 $2,473   $2,134   $2,016  

Less: deferred tax benefit

  (866)  (747)  (706)

Reduction of net income

 $1,607   $1,387   $1,310  

 

As of December 31, 2016 Bancorp has $3.9 million of unrecognized stock-based compensation expense that will be recorded as compensation expense over the next five years as awards vest. Bancorp received cash of $2.3 million, $3.3 million and $2.5 million from the exercise of options during 2016, 2015 and 2014, respectively.

 

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

 

Assumptions

 

2016

  

2015

  

2014

 
             

Dividend yield

  2.94

%

  2.97

%

  2.94

%

Expected volatility

  19.31

%

  22.81

%

  23.66

%

Risk free interest rate

  1.70

%

  1.91

%

  2.22

%

Expected life of SARs (years)

  7.3    7.5    7.0  

  

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

 

 

A summary of stock option and SARs activity and related information for the years ended December 31, 2015 and 2016 follows.  

 

                       

Weighted

 
           

Weighted

  

Aggregate

  

Weighted

  

average

 
  

Options

       

average

  

intrinsic

  

average

  

remaining

 
  

and SARs

  

Exercise

 

exercise

  

value

  

fair

  

contractual

 
  

(in thousands)

  

price

 

price

  

(in thousands)

  

value

  

life (in years)

 
                          

At December 31, 2014

                         

Vested and exercisable

  786   $14.02-17.89 $15.89   $4,981   $3.57    3.5 

Unvested

  291    14.02-19.44  16.55    1,650    3.05    7.7 

Total outstanding

  1,077    14.02-19.44  16.07    6,631    3.43    4.6 
                          

Activity during 2015

                         

SARs granted

  75    34.43-36.83  22.99    167    3.97      

Exercised

  (230)  21.03-26.83  16.27    1,970    3.85      

Forfeited

  -      -  -    -    -      
                          

At December 31, 2015

                         

Vested and exercisable

  656    14.02-19.44  15.75    6,191    3.39    3.7 

Unvested

  266    15.24-24.55  18.66    1,733    3.29    7.7 

Total outstanding

  922    14.02-24.55  16.59    7,924    3.36    4.8 
                          

Activity during 2016

                         

SARs granted

  88    25.76-33.08  25.84    1,866    3.56      

Exercised

  (272)  14.02-17.89  16.38    4,155    3.73      

Forfeited

  (3)  14.02-15.84  15.18    60    2.94      
                          

At December 31, 2016

                         

Vested and exercisable

  475    14.02-24.56  15.72    14,820    3.16    4.3 

Unvested

  260    15.24-33.08  21.53    6,623    3.43    7.8 

Total outstanding

  735    14.02-33.08  17.78    21,443    3.26    5.5 
                          

Vested year-to-date

  92   15.24-24.56 $17.46   $2,726   $3.14      

 

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

 

The aggregate intrinsic value of stock options and SARs exercised in 2016, 2015 and 2014 was $4.2 million, $2.0 million and $1.1 million, respectively. The aggregate intrinsic value of stock options and SARs exercised was calculated as the difference in the closing price of Bancorp’s common shares on the date of exercise and the exercise price, multiplied by the number of shares exercised.

 

The weighted average Black-Scholes fair values of SARs granted in 2016, 2015 and 2014 were $3.56, $5.95 and $5.37, respectively.

 

Options and SARs outstanding, stated in thousands, at December 31, 2016 were as follows:

 

Expiration

 

Number of

options and

SARs

outstanding

  

Options and

SARs

exercisable

  

Weighted average

exercise price of

options and SARs

outstanding

 

2017

  4   4  $17.89 

2018

  43   43   15.58 

2019

  53   53   14.76 

2020

  79   79   14.02 

2021

  84   84   15.85 

2022

  134   107   15.25 

2023

  80   52   15.26 

2024

  94   38   19.37 

2025

  76   15   22.99 

2026

  88   -   25.84 
   735   475  $17.78 

 

A summary of Bancorp granted shares of restricted common stock, for the three year period ending December 31, 2016, follows.

 

 

      

Grant date

 
      

weighted-

 
  

Number

  

average cost

 

Unvested at December 31, 2013

  186,834   $15.18 

Shares awarded

  59,595    19.41  

Restrictions lapsed and shares released to employees/directors

  (67,086)  15.13  

Shares forfeited

  (8,204)   15.85  

Unvested at December 31, 2014

  171,139   $16.63  

Shares awarded

  52,898    22.99  

Restrictions lapsed and shares released to employees/directors

  (61,205)  15.89  

Shares forfeited

  (6,974)  18.97  

Unvested at December 31, 2015

  155,858   $18.98  

Shares awarded

  51,122    25.78  

Restrictions lapsed and shares released to employees/directors

  (49,265)  17.98  

Shares forfeited

  (12,480)  20.69  

Unvested at December 31, 2016

  145,235   $21.57  

 

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

 

      

Fair

     
  

Vesting

  

value at

  

Expected

 

Grant

 

period

  

grant

  

shares to

 

year

 

in years

  

date

  

be awarded

 

2014

  3  $17.61   50,025 

2015

  3   20.02    51,910 

2016

  3   22.61    38,037 

 

 

In the first quarter of 2016, Bancorp awarded 8,144 RSUs to directors of Bancorp with a grant date fair value of $200 thousand. In the second quarter of 2016, 1,018 RSUs were cancelled in conjunction with the death of a director, leaving 7,126 RSUs outstanding with a grant date fair value of $175 thousand.

 

Bancorp has no equity compensation plans which have not been approved by shareholders. The following table provides detail of the number of shares to be issued upon exercise of outstanding stock-based awards and remaining shares available for future issuance under all the Bancorp’s equity compensation plans as of December 31, 2016.

 

Plan category (shares in thousands)

 

Number of shares to

be issued upon

exercise

  

Weighted

average

exercise price

  

Shares

available for

future

issuance (a)

 
             

Equity compensation plans approved by security holders:

            

Stock options

  4   $17.89    408 

Stock appreciation rights (SARs)

 

(b)

   (b)   

(a)

 

Restricted common stock

  145    N/A   

(a)

 

Performance stock units

 

(c)

   N/A   

(a)

 

Restricted stock units

  7    N/A   

(a)

 

Total shares

  156        408  

  

(a)

Under the 2015 Omnibus Equity Compensation Plan, shares of stock are authorized for issuance as incentive and nonqualified stock options, SARs, restricted stock, and restricted stock units

  
(b)At December 31, 2016, approximately 731,000 SARs were outstanding at a weighted average grant price of $17.78. The number of shares to be issued upon exercise will be determined based on the difference between the grant price and the market price at the date of exercise.
  
(c)The number of shares to be issued is dependent upon Bancorp achieving certain predefined performance targets and ranges from zero shares to approximately 193,000 shares. As of December 31, 2016, the expected shares to be awarded are 139,972.

 

(18) Dividend

 

Bancorp’s principal source of cash revenues is dividends paid to it as the sole shareholder of the Bank. At any balance sheet date, the Bank’s regulatory dividend restriction represents the Bank’s net income of the prior two years less any dividends paid for the same two years. At December 31, 2016, the Bank may pay an amount equal to $50.5 million in dividends to Bancorp without regulatory approval subject to the ongoing capital requirements of the Bank.

 

(19) Commitments and Contingent Liabilities

 

As of December 31, 2016, Bancorp had various commitments outstanding that arose in the normal course of business, including standby letters of credit and commitments to extend credit, which are properly not reflected in the consolidated financial statements. In management’s opinion, commitments to extend credit of $628.3 million including standby letters of credit of $15.6 million represent normal banking transactions. Commitments to extend credit were $636.9 million, including letters of credit of $12.8 million, as of December 31, 2015. Commitments to extend credit are agreements to lend to a customer contingent upon the availability of collateral and no existing violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses. Commitments to extend credit are mainly comprised of commercial lines of credit, construction and home equity credit lines and credit cards issued to commercial customers. Since some of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Bancorp uses the same credit and collateral policies in making commitments and conditional guarantees as for on-balance sheet instruments. Bancorp evaluates each customer’s creditworthiness on a case by case basis. The amount of collateral obtained is based on management’s credit evaluation of the customer. Collateral held varies but may include accounts receivable, inventory, equipment, and real estate. However, should the commitments be drawn upon and should our customers default on their resulting obligation to us, our maximum exposure to credit loss, without consideration of collateral, is represented by the contractual amount of those instruments. At December 31, 2016, Bancorp accrued $350 thousand in other liabilities for unfunded credit commitments.

 

  

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

 

Bancorp leases certain facilities under non-cancelable operating leases. Future minimum lease commitments for these leases are outlined in the table below.

 

Year

 

Total amount

 

2017

 $1,977,000  

2018

  1,692,000  

2019

  1,460,000  

2020

  1,155,000  

2021

  997,000  

Thereafter

  2,221,000  

Total

 $9,502,000  

 

Rent expense, net of sublease income, was $1.8 million in 2016, $1.7 million in 2015, and $1.8 million in 2014.

 

Certain commercial customers require confirmation of Bancorp’s letters of credit by other banks since Bancorp does not have a rating by a national rating agency. Terms of the agreements range from 1 to 19 months. If an event of default on all contracts had occurred at December 31, 2016, Bancorp would have been required to make payments of approximately $1.9 million. The maximum amount payable under those contracts was $1.9 million. No payments have ever been required as a result of default on these contracts. These agreements are normally secured by collateral acceptable to Bancorp, which limits credit risk associated with the agreements.

 

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

 

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

 

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

 

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

 

These levels are:

 

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

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

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

 

 

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

 

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

 

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

 

Interest rate swaps are valued using primarily Level 2 inputs. Fair value measurements generally based on benchmark forward yield curves and other relevant observable market data. For purposes of potential valuation adjustments to derivative positions, Bancorp evaluates the credit risk of its counterparties as well as its own credit risk. To date, Bancorp has not realized any losses due to counterparty’s inability to perform and the change in value of derivative assets and liabilities attributable to credit risk was not significant during 2016.

 

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

 

(in thousands)

 

Fair value at December 31, 2016

 

Assets

 

Total

  

Level 1

  

Level 2

  

Level 3

 

Investment securities available-for-sale

                

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

 $74,998   $74,998   $-   $-  

Government sponsored enterprise obligations

  268,090    -    268,090    -  

Mortgage-backed securities - government agencies

  168,843    -    168,843    -  

Obligations of states and political subdivisions

  57,444    -    57,444    -  

Corporate equity securities

  699    699    -    -  
                 

Total investment securities available-for-sale

  570,074    75,697    494,377    -  
                 

Interest rate swaps

  178    -    178    -  
                 

Total assets

 $570,252   $75,697   $494,555   $-  
                 

Liabilities

                
                 

Interest rate swaps

 $203   $-   $203   $-  

 

 

(in thousands)

 

Fair value at December 31, 2015

 

Assets

 

Total

  

Level 1

  

Level 2

  

Level 3

 

Investment securities available-for-sale

                

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

 $80,000   $80,000   $-   $-  

Government sponsored enterprise obligations

  251,893    -    251,893    -  

Mortgage-backed securities - government agencies

  169,628    -    169,628    -  

Obligations of states and political subdivisions

  63,702    -    63,702    -  

Corporate equity securities

  653    653    -    -  
                 

Total investment securities available-for-sale

  565,876    80,653    485,223    -  
                 

Interest rate swaps

  461    -    461    -  
                 

Total assets

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

Liabilities

                
                 

Interest rate swaps

 $554   $-   $554   $-  

 

Bancorp had no financial instruments classified within Level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis at December 31, 2016 or 2015. 

 

MSRs are recorded at fair value upon capitalization, are amortized to correspond with estimated servicing income, and are periodically assessed for impairment based on fair value at the reporting date. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The model incorporates assumptions that market participants would use in estimating future net servicing income. These measurements are classified as Level 3. At December 31, 2016 and 2015 there was no valuation allowance for the mortgage servicing rights, as the fair value exceeded the cost. Accordingly, MSRs are not included in either table below for December 31, 2016 or 2015. See Note 7 for more information regarding MSRs.

 

For impaired loans in the table below, fair value is calculated as the carrying value of only loans with a specific valuation allowance, less the specific allowance. Fair value of impaired loans was primarily measured based on the value of collateral securing these loans. Impaired loans are classified within Level 3 of the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory, and/or accounts receivable. Bancorp determines the value of the collateral based on independent appraisals performed by qualified licensed appraisers. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Appraised values are discounted for costs to sell and may be discounted further based on management’s historical knowledge, changes in market conditions from the date of the most recent appraisal, and/or management’s expertise and knowledge of the customer and the customer’s business. Such discounts by management are subjective and are typically significant unobservable inputs for determining fair value. As of December 31, 2016, total impaired loans with a valuation allowance were $2.7 million, and the specific allowance totaled $1.3 million, resulting in a fair value of $1.4 million, compared to total impaired loans with a valuation allowance of $2.6 million, and the specific allowance allocation totaling $544 thousand, resulting in a fair value of $2.1 million at December 31, 2015. Losses represent the change in specific allowances for the period indicated.

 

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

 

  

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

 

(in thousands)

 

Fair value at December 31, 2016

  

 

 
  

Total

  

Level 1

  

Level 2

  

Level 3

  Total losses 

Impaired loans

 $1,393   $-   $-   $1,393   $(1,099)

Other real estate owned

  4,488    -    -    4,488    (62)
                     

Total

 $5,881   $-   $-   $5,881   $(1,161)

 

(in thousands)

 

Fair value at December 31, 2015

  

 

 
  

Total

  

Level 1

  

Level 2

  

Level 3

  Total losses 

Impaired loans

 $2,058   $-   $-   $2,058   $(208)

Other real estate owned

  3,782    -    -    3,782    (2)
                     

Total

 $5,840   $-   $-   $5,840   $(210)

 

In the case of the securities portfolio, Bancorp monitors the valuation technique utilized by pricing agencies to ascertain when transfers between levels have occurred. The nature of the remaining assets and liabilities is such that transfers in and out of any level are expected to be rare. For the years ended December 31, 2016, 2015 and 2014, there were no transfers between Levels 1, 2, or 3. For Level 3 assets measured at fair value on a non-recurring basis as of December 31, 2016, the significant unobservable inputs used in the fair value measurements are presented below.

 

       

Significant

 

Weighted

 
  

Carrying

 

Valuation

 

unobservable

 

average of

 

(Dollars in thousands)

 

amount

 

technique

 

input

 

input

 

Impaired loans - collateral dependent

 $1,393  

Appraisal

 

Appraisal discounts (%)

  12.9%

Other real estate owned

  4,488 

Appraisal

 

Appraisal discounts (%)

  19.0%

 

  

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

 

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

 

(in thousands)

 

Carrying

                 

December 31, 2016

 

amount

  

Fair value

  

Level 1

  

Level 2

  

Level 3

 
                     

Financial assets

                    

Cash and short-term investments

 $47,973  $47,973   $47,973   $-   $-  

Mortgage loans held for sale

  3,213    3,481    -    3,481    -  

Federal Home Loan Bank stock and other securities

  6,347    6,347    -    6,347    -  

Loans, net

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

Accrued interest receivable

  6,878    6,878    6,878   -    -  
                     

Financial liabilities

                    

Deposits

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

Short-term borrowings

  114,969    114,969    -    114,969    -  

FHLB Advances

  51,075    50,806    -    50,806    -  

Accrued interest payable

  144    144    144    -    -  
                     

December 31, 2015

                    
                     

Financial assets

                    

Cash and short-term investments

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

Mortgage loans held for sale

  6,800    7,112    -    7,112    -  

Federal Home Loan Bank stock and other securities

  6,347    6,347    -    6,347    -  

Loans, net

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

Accrued interest receivable

  6,610    6,610    6,610    -    -  
                     

Financial liabilities

                    

Deposits

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

Short-term borrowings

  87,003    87,003    -    87,003    -  

FHLB Advances

  43,468    43,647    -    43,647    -  

Accrued interest payable

  127    127   127   -    -  

  

  

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

 

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

 

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

 

Mortgage loans held for sale

 

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

 

Federal Home Loan Bank stock and other securities

 

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

 

Loans, net

 

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

 

Deposits

 

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

 

Federal Home Loan Bank advances

 

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

 

Commitments to extend credit and standby letters of credit

 

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

 

Limitations

 

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

 

(22) Derivative Financial Instruments

 

Occasionally, Bancorp enters into free-standing interest rate swaps for the benefit of its commercial customers who desire to hedge their exposure to changing interest rates. Bancorp offsets its interest rate exposure on these transactions by entering into offsetting swap agreements with substantially matching terms with approved and reputable independent counterparties. These undesignated derivative instruments are recognized on the consolidated balance sheet at fair value. Because of matching terms of offsetting contracts and collateral provisions mitigating any non-performance risk, changes in fair value subsequent to initial recognition are expected to have an insignificant effect on earnings. Exchanges of cash flows related to the undesignated interest rate swap agreements for 2016 were offsetting and therefore had no net effect on Bancorp’s earnings or cash flows.

 

  

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

 

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

 

(dollar amounts in thousands)

 

Receiving

  

Paying

 
  

December 31,

  

December 31,

  

December 31,

  

December 31,

 
  

2016

  

2015

  

2016

  

2015

 

Notional amount

 $43,986   $10,788   $43,986   $10,788  

Weighted average maturity (years)

  9.9    6.9    9.9    6.9  

Fair value

 $(178) $(461) $178   $461  

 

In 2016, Bancorp entered into an interest rate swap to hedge cash flows of a $10 million rolling fixed-rate three-month FHLB borrowing. The swap began December 6, 2016 and ends December 6, 2021. In 2015, Bancorp entered into an interest rate swap to hedge cash flows of a $20 million rolling fixed-rate three-month FHLB borrowing. The swap began December 9, 2015 and matures December 6, 2020. For purposes of hedging, rolling fixed rate advances are considered to be floating rate liabilities. Interest rate swaps involve exchange of Bancorp’s floating rate interest payments for fixed rate swap payments on underlying principal amounts. These swaps were designated, and qualified, for cash-flow hedge accounting. For derivative instruments that are designated and qualify as cash flow hedging instruments, the effective portion of gains or losses is reported as a component of other comprehensive income, and is subsequently reclassified into earnings as an adjustment to interest expense in periods in which the hedged forecasted transaction affects earnings. The following table details Bancorp’s derivative position designated as a cash flow hedge, and the fair values as of December 31, 2016 and 2015.  

 

(dollars in thousands)

            
                  

Notional

 

Maturity

 

Receive (variable)

 

Pay fixed

  

Fair value

  

Fair value

 

amount

 

date

 

index

 

swap rate

  

December 31, 2016

  

December 31, 2015

 
$10,000  

12/6/2021

 

US 3 Month LIBOR

  1.89

%

 $16   $8  
 20,000  

12/6/2020

 

US 3 Month LIBOR

  1.79    9    (101)
$30,000       1.43

%

 $25   $(93)

 

(23) Regulatory Matters

 

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

 

  

In 2013, the Federal Reserve Board and the FDIC approved rules that substantially amended the regulatory risk-based capital rules applicable to Bancorp and Bank. The rules implemented the regulatory capital reforms of the Basel Committee on Banking Supervision reflected in "Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems" (“Basel III”) and changes required by the Dodd-Frank Act. The Basel III regulatory capital reforms became effective for Bancorp and Bank on January 1, 2015, and included new minimum risk-based capital and leverage ratios. For December 31, 2015, forward, ratios were calculated using the new Basel III rules. For Bancorp, key differences under Basel III include risk weighting for loan commitments under one year and higher risk weighting for certain commercial real estate and construction loans. These differences resulted in higher risk-weighted assets, and therefore, somewhat lower risk-based capital ratios. Bancorp and the Bank met all capital requirements to which they were subject as of December 31, 2016 and 2015.

 

The following table sets forth consolidated Bancorp’s and the Bank’s risk based capital amounts and ratios as of December 31, 2016 and 2015 follows: 

 

(dollars in thousands)

 

 

 

Actual

  

Minimum for adequately

capitalized

  

Minimum for well

capitalized

 

December 31, 2016

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 
                         

Total risk-based capital (1)

                        

Consolidated

 $338,525    13.04

%

 $207,684    8.00

%

  NA  

 

NA 

Bank

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

Common Equity Tier 1 risk-based capital (2)

                        

Consolidated

  314,147   12.10    116,832   4.50   

 

NA  

 

NA 

Bank

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

Tier 1 risk-based capital (1)

                        

Consolidated

  314,147   12.10    155,775   6.00   

 

NA  

 

NA 

Bank

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

Leverage (3)

                        

Consolidated

  314,147   10.54    119,221   4.00   

 

NA  

 

NA 

Bank

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

 

  

Actual

  

Minimum for adequately

capitalized

  

Minimum for well

capitalized

 

December 31, 2015

 

Amount

  

Ratio

  

Amount

  

Ratio

  

Amount

  

Ratio

 
                         

Total risk-based capital (1)

                        

Consolidated

 $307,666    13.31

%

 $184,923    8.00

%

 

 

NA  

 

NA 

Bank

  298,129   12.91    184,743    8.00   $230,929    10.00  
                         

Common Equity Tier 1 risk-based capital (2)

                        

Consolidated

  284,793   12.32    104,023   4.50   

 

NA  

 

NA 

Bank

  275,256   11.92    103,914   4.50    138,552   6.00  
                         

Tier 1 risk-based capital (1)

                        

Consolidated

  284,793   12.32    138,698   6.00   

 

NA  

 

NA 

Bank

  275,256   11.92    138,552   6.00    138,552   6.00  
                         

Leverage (3)

                        

Consolidated

  284,793   10.53    108,183   4.00   

 

NA  

 

NA 

Bank

  275,256   10.19    108,049   4.00    135,062   5.00  

 

Ratio is computed in relation to risk-weighted assets. 

 

(1)

Ratio became effective January 2015.

 

(2)

Ratio is computed in relation to average assets. 

 

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

 

 

(24) Stock Yards Bancorp, Inc. (parent company only)

 

Condensed Balance Sheets

        
  

December 31,

 

(in thousands)

 

2016

  

2015

 
         

Assets

        

Cash on deposit with subsidiary bank

 $6,972   $5,722  

Investment in and receivable from subsidiaries

  300,977    276,981  

Other assets

  6,005    3,840  

Total assets

 $313,954   $286,543  

Liabilities and stockholders' equity

        

Other liabilities

 $82   $24  

Total stockholders’ equity

  313,872    286,519  

Total liabilities and stockholders’ equity

 $313,954   $286,543  

 

Condensed Statements of Income

            
  

Years ended December 31,

 

(in thousands)

 

2016

  

2015

  

2014

 
             
             

Income - dividends and interest from subsidiaries

 $16,147   $14,244   $3,300  

Other income

  1    15    183  

Expenses

  2,235    2,511    2,472  

Income before income taxes and equity in undistributed net income of subsidiary

  13,913    11,748    1,011  

Income tax benefit

  (987)  (1,016)  (1,018)

Income before equity in undistributed net income of subsidiary

  14,900    12,764    2,029  

Equity in undistributed net income of subsidiary

  26,127    24,423    32,793  

Net income

 $41,027   $37,187   $34,822  

 

 

Condensed Statements of Cash Flows

            
  

Years ended December 31

 

(in thousands)

 

2016

  

2015

  

2014

 
             

Operating activities

            

Net income

 $41,027   $37,187   $34,822  

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

            

Equity in undistributed net income of subsidiaries

  (26,127)  (24,423)  (32,793)

(Increase) decrease in receivable from subsidiaries

  -    (842)  2,514  

Stock compensation expense

  2,473    2,134    2,016  

Excess tax benefits from share- based compensation arrangements

  (1,705)  (673)  (378)

Recover of impairment loss on other assets held for investment

  (588)  -    -  

Depreciation, amortization and accretion, net

  10    11    45  

Decrease (increase) in other assets

  (990)  531    (179)

Increase in other liabilities

  11    91    115  

Net cash provided by operating activities

  14,111    14,016    6,162  
             

Investing activities

            

Proceeds from sale of other assets held for investment

  1,108    -   - 
             

Net cash provided by investing activities

  1,108    -   - 
             

Financing activities

            

Proceeds from stock options

  2,337    3,249    2,473  

Excess tax benefit from share-based compensation arrangements

  1,705    673    378  

Common stock repurchases

  (1,918)  (918)  (616)

Cash dividends paid

  (16,093)  (14,224)  (12,924)
             

Net cash used in financing activities

  (13,969)  (11,220)  (10,689)
             

Net increase (decrease) in cash

  1,250    2,796    (4,527)

Cash at beginning of year

  5,722    2,926    7,453  
             

Cash at end of year

 $6,972   $5,722   $2,926  

 

  

(25) Segments

 

Bancorp’s principal activities include commercial banking and wealth management and trust (WM&T). Commercial banking provides a full range of loan and deposit products to individual consumers and businesses, plus origination of consumer mortgages and securities brokerage activity. WM&T provides investment management, trust and estate administration, and retirement plan services.

 

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

 

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

 

  

Selected financial information by business segment follows:

 

      

Wealth

     
  

Commercial

  

management

     

(In thousands)

 

banking

  

and trust

  

Total

 

Year ended December 31, 2016

            

Net interest income

 $96,986   $268   $97,254  

Provision for loan losses

  3,000    -    3,000  

Investment management and trust services

  -    19,155    19,155  

All other non-interest income

  24,382    -    24,382  

Non-interest expense

  70,230    11,290    81,520  

Income before income taxes

  48,138    8,133    56,271  

Income tax expense

  12,340    2,904    15,244  

Net income

 $35,798   $5,229   $41,027  

Segment assets

 $3,037,394  $2,087   $3,039,481 
             

Year ended December 31, 2015

            

Net interest income

 $88,124   $194   $88,318  

Credit for loan losses

  750    -    750  

Investment management and trust services

  -    18,026    18,026  

All other non-interest income

  21,924    -    21,924  

Non-interest expense

  62,748    10,650    73,398  

Income before income taxes

  46,550    7,570    54,120  

Income tax expense

  14,238    2,695    16,933  

Net income

 $32,312   $4,875   $37,187  

Segment assets

 $2,816,373   $428   $2,816,801  
             

Year ended December 31, 2014

            

Net interest income

 $83,570   $187   $83,757  

Provision for loan losses

  (400)  -    (400)

Investment management and trust services

  -    18,212    18,212  

All other non-interest income

  20,913    30    20,943  

Non-interest expense

  62,523    10,686    73,209  

Income before income taxes

  42,360    7,743    50,103  

Income tax expense

  12,527    2,754    15,281  

Net income

 $29,833   $4,989   $34,822  

Segment assets

 $2,563,664   $204   $2,563,868  

 

 

(26) Quarterly Operating Results (unaudited)

 

Following is a summary of quarterly operating results (unaudited) for 2016, 2015 and 2014:

 

  

2016

 

(In thousands, except per share data)

 

4th quarter

  

3rd quarter

  

2nd quarter

  

1st quarter

 
                 

Interest income

 $26,368   $25,942   $25,162   $24,700  

Interest expense

  1,293    1,182    1,212    1,231  

Net interest income

  25,075    24,760    23,950    23,469  

Provision for loan losses

  500    1,250    750    500  

Net interest income after provision

  24,575    23,510    23,200    22,969  

Non-interest income

  11,319    11,358    10,778    10,082  

Non-interest expenses

  21,269    20,518    20,193    19,540  

Income before income taxes

  14,625    14,350    13,785    13,511  

Income tax expense

  4,009    3,883    3,676    3,676  

Net income

 $10,616   $10,467   $10,109   $9,835  
                 

Basic earnings per share

 $0.47   $0.47   $0.45   $0.44  

Diluted earnings per share

  0.46    0.46    0.45    0.44  

 

  

2015

 

(In thousands, except per share data)

 

4th quarter

  

3rd quarter

  

2nd quarter

  

1st quarter

 
                 

Interest income

 $24,039   $23,284   $23,000   $22,847  

Interest expense

  1,217    1,203    1,199    1,233  

Net interest income

  22,822    22,081    21,801    21,614  

(Credit) provision for loan losses

  750    -    -    -  

Net interest income after provision

  22,072    22,081    21,801    21,614  

Non-interest income

  10,073    9,985    10,219    9,673  

Non-interest expenses

  18,322    18,430    18,867    17,779  

Income before income taxes

  13,823    13,636    13,153    13,508  

Income tax expense

  4,177    4,352    4,151    4,253  

Net income

 $9,646   $9,284   $9,002   $9,255  
                 

Basic earnings per share

 $0.43   $0.42   $0.41   $0.42  

Diluted earnings per share

  0.43    0.41    0.40    0.42  

 

  

2014

 
  

4th quarter

  

3rd quarter

  

2nd quarter

  

1st quarter

 
                 

Interest income

 $22,778   $22,692   $22,013   $21,604  

Interest expense

  1,267    1,329    1,358    1,376  

Net interest income

  21,511    21,363    20,655    20,228  

Provision for loan losses

  -    (2,100)  1,350    350  

Net interest income after provision

  21,511    23,463    19,305    19,878  

Non-interest income

  9,773    9,850    10,057    9,475  

Non-interest expenses

  19,255    18,709    17,701    17,544  

Income before income taxes

  12,029    14,604    11,661    11,809  

Income tax expense

  3,307    4,715    3,627    3,632  

Net income

 $8,722   $9,889   $8,034   $8,177  
                 

Basic earnings per share

 $0.40   $0.45   $0.37   $0.37  

Diluted earnings per share

  0.39    0.45    0.37    0.37  

 

Note:  The sum of earnings per share of each of the quarters in 2016, 2015 and 2014 may not add to the year-to-date amount reported in Bancorp’s consolidated financial statements due to rounding. 

 

 

Report of Independent Registered Public Accounting Firm 

 

 

To the Board of Directors and Stockholders
Stock Yards Bancorp, Inc.:

 

We have audited the accompanying consolidated balance sheets of Stock Yards Bancorp, Inc. and subsidiary (the Company) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2016. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Stock Yards Bancorp, Inc. and subsidiary as of December 31, 2016 and 2015, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2016, 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), Stock Yards Bancorp, Inc.’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 13, 2017, expressed an adverse opinion on the effectiveness of the Company’s internal control over financial reporting.

 

 

(signed) KPMG LLP

 

Louisville, Kentucky

March 13, 2017  

 

 

Management’s Report on Consolidated Financial Statements

 

The accompanying consolidated financial statements and other financial data were prepared by the management of Stock Yards Bancorp, Inc. (Bancorp), which has the responsibility for the integrity of the information presented. The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles and, as such, include amounts that are the best estimates and judgments of management with consideration given to materiality.

 

Management is further responsible for maintaining a system of internal controls designed to provide reasonable assurance that the books and records reflect the transactions of Bancorp and that its established policies and procedures are carefully followed. Management believes that Bancorp’s system, taken as a whole, provides reasonable assurance that transactions are executed in accordance with management’s general or specific authorization; transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain accountability for assets; access to assets is permitted only in accordance with management’s general or specific authorization, and the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

Management also seeks to assure the objectivity and integrity of Bancorp’s financial data by the careful selection and training of qualified personnel, an internal audit function and organizational arrangements that provide an appropriate division of responsibility.

 

KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of Bancorp included in this Annual Report on Form 10-K, has issued a report on Bancorp’s internal control over financial reporting as of December 31, 2016.  The report expresses an adverse opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016. Details of this adverse opinion, and management’s response are detailed in “Management’s Report on Internal Control Over Financial Reporting” presented in this report.

 

The Board of Directors provides its oversight role for the consolidated financial statements through the Audit Committee. The Audit Committee meets periodically with management, the internal auditors, and the independent auditors, each on a private basis, to review matters relating to financial reporting, the internal control systems, and the scope and results of audit efforts. The internal and independent auditors have unrestricted access to the Audit Committee, with and without the presence of management, to discuss accounting, auditing, and financial reporting matters. The Audit Committee also recommends the appointment of the independent auditors to the Board of Directors, and ultimately has sole authority to appoint or replace the independent auditors.

 

 

/s/ David P. Heintzman

 

David P. Heintzman

Chairman and Chief Executive Officer

 

/s/ Nancy B. Davis

 

Nancy B. Davis

Executive Vice President

and Chief Financial Officer

  

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None

 

Item 9A.

Controls and Procedures

 

Disclosure Controls and Procedures

 

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

 

Based on their evaluation of Bancorp’s disclosure controls and procedures, the Chief Executive and Chief Financial Officers have concluded that, because of the material weakness described below in Management’s Report on Internal Control Over Financial Reporting, Bancorp’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were not effective as of December 31, 2016 in ensuring that the information required to be disclosed by Bancorp in the reports that Bancorp files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and were not operating in an effective manner to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

 

Management’s Report on Internal Control Over Financial Reporting

 

The management of Stock Yards Bancorp, Inc. and subsidiary (Bancorp) is responsible for establishing and maintaining adequate internal control over financial reporting.  Bancorp’s internal control over financial reporting is a process designed under the supervision of Bancorp’s Chief Executive Officer and Chief Financial Officer, and effected by Bancorp’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.  This process 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 Bancorp;

 

 

2.

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures of Bancorp are being made only in accordance with authorizations of management and directors of Bancorp; and

 

 

3.

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Bancorp’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 policies or procedures may deteriorate.

 

Management has assessed the effectiveness of its internal control over financial reporting as of December 31, 2016, based on the control criteria established in a report entitled Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. During the fourth quarter of 2016 management identified a material weakness in internal control related to the operating effectiveness of the Company’s control over the assessment of the appropriateness of loan grades used in the allowance for loan losses estimate, including the completeness and accuracy of the information used to assess the loan grades. This material weakness in internal controls occurred due to the control operator not consistently executing the loan grade review control, as designed, including the use of complete and accurate information. No restatement of prior period financial statements, no change in previously issued financial results, and no adjustments to the fourth quarter 2016 allowance for loan losses calculation were required as a result of this material weakness in internal control, however, a reasonable possibility exists that material misstatements in Bancorp’s financial statements would not be prevented or detected on a timely basis.

 

Management is taking steps to remediate this material weakness by evaluating the Company’s policies and procedures for and resources allocated to the review control over the assessment of loan grades. As of December 31, 2016, based on management’s assessment, the Company’s internal control over financial reporting was not effective due to this matter.

 

KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of Bancorp included in this Annual Report on Form 10-K, has also audited Bancorp’s internal control over financial reporting as of December 31, 2016.  Their report expressed an adverse opinion on the effectiveness of Bancorp’s internal control over financial reporting as of December 31, 2016.

 

Changes in Internal Controls over Financial Reporting

 

Except for the foregoing, there was no change in the Company’s internal control over financial reporting in the quarter ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

 

/s/ David P. Heintzman

 

David P. Heintzman

Chairman and Chief Executive Officer

 

/s/ Nancy B. Davis

 

Nancy B. Davis

Executive Vice President and Chief Financial Officer

  

 

Report of Independent Registered Public Accounting Firm 

 

 

To the Board of Directors and Stockholders
Stock Yards Bancorp, Inc.:

 

We have audited Stock Yards Bancorp, Inc.’s (the Company’s) internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). 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 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 conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). 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, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

 

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.

 

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. A material weakness related to the operating effectiveness of the Company’s control over the assessment of the appropriateness of loan grades used in the allowance for loan losses estimate, including the completeness and accuracy of the information used to assess the loan grades, has been identified and included in management’s assessment. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Stock Yards Bancorp, Inc. and subsidiary as of December 31, 2016 and 2015 and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the years in the three-year period ended December 31, 2016. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2016 consolidated financial statements, and this report does not affect our report dated March 13, 2017, which expressed an unqualified opinion on those consolidated financial statements.

 

In our opinion, because of the effect of the aforementioned material weakness on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

 

We do not express an opinion or any other form of assurance on management’s statements referring to remedial actions taken after December 31, 2016, relative to the aforementioned material weakness in internal control over financial reporting.

 

 

(signed) KPMG LLP

 

 

Louisville, Kentucky

March 13, 2017

 

 

Item 9B. Other Information

 

None

 

Part III

 

Item 10.   Directors, Executive Officers and Corporate Governance

 

Information regarding the directors and executive officers of Bancorp is incorporated herein by reference to the discussion under the headings, “ITEM 1. ELECTION OF ELEVEN DIRECTORS,” and “SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” in Bancorp’s Proxy Statement to be filed with the Securities and Exchange Commission for the 2017 Annual Meeting of Shareholders (“Proxy Statement”) and the section captioned EXECUTIVE OFFICERS OF THE REGISTRANT in this Form 10-K.

 

Information regarding the Audit Committee is incorporated herein by reference to the discussion under the heading, “BOARD OF DIRECTORS’ MEETINGS AND COMMITTEES” in Bancorp’s Proxy Statement.

 

Information regarding principal occupation of directors of Bancorp follows:

 

J. McCauley Brown – Retired Vice President, Brown-Forman Corporation;

Charles R. Edinger, III – President, J. Edinger & Son., Inc.;

David P. Heintzman – Chairman and Chief Executive Officer, Stock Yards Bancorp, Inc. and Stock Yards Bank & Trust Company;

Donna Heitzman – Retired portfolio manager, KKR Prisma Capital;

Carl G. Herde – Vice President/Finance, Kentucky Hospital Association;

James A. Hillebrand –President, Stock Yards Bancorp, Inc. and Stock Yards Bank & Trust Company;

Richard A. Lechleiter – President, Catholic Education Foundation of Louisville;

Richard Northern – Partner, Wyatt, Tarrant & Combs LLP;

Stephen M. Priebe – President, Hall Contracting of Kentucky;

Norman Tasman – President, Tasman Industries Inc. and Tasman Hide Processing Inc.;

Kathy C. Thompson – Senior Executive Vice President, Stock Yards Bancorp, Inc. and Stock Yards Bank & Trust Company.

 

The Board of Directors of Bancorp has adopted a code of ethics for its chief executive officer and financial executives.  A copy of the code of ethics is filed as an exhibit to this Annual Report.

 

Item 11.   Executive Compensation

 

Information regarding the compensation of Bancorp’s executive officers and directors is incorporated herein by reference to the discussion under the heading, “EXECUTIVE COMPENSATION AND OTHER INFORMATION – REPORT ON EXECUTIVE COMPENSATION” in Bancorp’s Proxy Statement.

 

Information regarding the Compensation Committee is incorporated herein by reference to the discussion under the heading, “TRANSACTIONS WITH MANAGEMENT AND OTHERS” in Bancorp’s Proxy Statement. The report of the Compensation Committee shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed soliciting material or subject to Regulation 14A of the Exchange Act or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

 

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The information required by this item is incorporated herein by reference to the discussion under the headings, “ITEM 1. ELECTION OF ELEVEN DIRECTORS” and “SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT,” in Bancorp’s Proxy Statement.

 

The information required by this item concerning equity compensation plan information is included in Note 17 of the Notes to Consolidated Financial Statements.

 

 

Item 13.   Certain Relationships and Related Transactions, and Director Independence

 

The information required by this item is incorporated herein by reference to the discussion under the headings, “ITEM 1. ELECTION OF ELEVEN DIRECTORS” and “TRANSACTIONS WITH MANAGEMENT AND OTHERS,” in Bancorp’s Proxy Statement.

 

 

Item 14.   Principal Accounting Fees and Services

 

The information required by this item is incorporated herein by reference to the discussion under the heading, “REPORT OF THE AUDIT COMMITTEE” in Bancorp’s Proxy Statement.

  

 

Part IV

 

Item 15.   Exhibits and Financial Statement Schedules

 

(a) 1.      The following financial statements are included in this Form 10-K:

 

Consolidated Balance Sheets – December 31, 2016 and 2015

Consolidated Statements of Income - years ended December 31, 2016, 2015 and 2014

Consolidated Statements of Comprehensive Income - years ended December 31, 2016, 2015 and 2014

Consolidated Statements of Changes in Stockholders’ Equity - years ended December 31, 2016, 2015 and 2014

Consolidated Statements of Cash Flows - years ended December 31, 2016, 2015 and 2014

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

 

(a) 2.      List of Financial Statement Schedules

 

Schedules to the consolidated financial statements of Bancorp are omitted since they are either not required under the related instructions, are inapplicable, or the required information is shown in the consolidated financial statements or notes thereto. 

 

(a) 3.      List of Exhibits     

 Exhibit Number

 

2.1

 

Agreement and Plan of Merger by and among THE BANCorp, Inc., S.Y. Bancorp, Inc. and Sanders Merger Sub, Inc. on December 19, 2012. Exhibit 2.1 to Form 8-K filed December 19, 2012, is incorporated by reference herein.

2.2

 

First Amendment to Agreement and Plan of Merger dated as of February 26, 2013 by and among S.Y. Bancorp, Inc., Sanders Merger Sub, LLC, and THE BANCorp, Inc. Exhibit 2.2 to form S-4 (File No. 333-186930) filed February 27, 2013, is incorporated by reference herein.

3.1

 

Second Amended and Restated Articles of Incorporation of S.Y. Bancorp, Inc., filed with the Secretary of State of Kentucky on April 25, 2013. Exhibit 3.1 to Form 8-K filed April 25, 2013, is incorporated by reference herein.

3.2 Articles of Amendment to the Second Amended and Restated Articles of Incorporation to change the name of the company to Stock Yards Bancorp, Inc., filed with the Secretary of State of Kentucky on April 23, 2014. Exhibit 3.1 to Form 8-K filed April 23, 2014, is incorporated by reference herein.
3.3 Articles of Amendment to the Second Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock and adopt majority voting in uncontested director elections, filed with the Secretary of State of Kentucky on April 23, 2015. Exhibit 3.1 to Form 8-K filed April 27, 2015, is incorporated by reference herein.
3.4 Bylaws of Bancorp as currently in effect. Exhibit 3.2 to Form 8-K filed April 27, 2015, is incorporated by reference herein.

  

 

10.1*

 

Stock Yards Bank & Trust Company Executive Nonqualified Deferred Compensation Plan (as Amended and Restated in 2009), as filed as Exhibit 10.4 to Form 8-K filed on December 19, 2008, is incorporated by reference herein.

10.2*

 

Stock Yards Bank & Trust Company Director Nonqualified Deferred Compensation Plan (as Amended and Restated in 2009), as filed as Exhibit 10.3 to Form 8-K filed on December 19, 2008, is incorporated by reference herein.

10.3*

 

Form of Stock Yards Bank & Trust Company Executive Nonqualified Deferred Compensation Plan Employer Contribution Agreement, as filed as Exhibit 10.3 to Form 8-K filed on October 23, 2006, is incorporated by reference herein.

10.4*

 

Stock Yards Bank & Trust Company 2009 Restated Senior Officers Security Plan Exhibit 10.1 to Form 8-K filed December 19, 2008, is incorporated by reference herein.

10.5*

 

Form of Change in Control Severance Agreement (Poindexter, Dishman, Stinnett and Croce), Exhibit 10.5 to Form 8-K filed January 27, 2010, is incorporated by reference herein.

10.6*

 

S.Y. Bancorp, Inc. 2005 Stock Incentive Plan. Exhibit 10.1 to Form 8-K filed May 2, 2005, is incorporated by reference herein.

10.7*

 

Amendment No. 1 to S. Y. Bancorp, Inc. 2005 Stock Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on April 22, 2010, is incorporated by reference herein.

10.8*

 

Form of Employer Contribution Agreement, Nancy Davis, Participant, as filed as Exhibit 10.4 to Form 8-K filed on October 23, 2006, is incorporated by reference herein.

10.9*

 

Terms of Restricted Stock Program, as filed as Exhibit 10.1 to Form 8-K filed on February 26, 2007, is incorporated by reference herein.

10.10*

 

Form of Restricted Stock Agreement (3 year vesting), as filed as Exhibit 10.2 to Form 8-K filed on February 26, 2007, is incorporated by reference herein.

10.11*

 

Form of Stock Option Grant and Agreement (6 months vesting), as filed as Exhibit 10.1 to Form 8-K filed on January 19, 2006, is incorporated by reference herein.

10.12*

 

Form of Stock Option Grant and Agreement (5 year vesting), as filed as Exhibit 10.2 to Form 8-K filed on January 19, 2006, is incorporated by reference herein.

10.13*

 

Form of Stock Appreciation Right Grant Agreement (6 month vesting), as filed as Exhibit 10.1 to Form 8-K filed on February 22, 2008, is incorporated by reference herein.

10.14*

 

Form of Stock Appreciation Right Grant Agreement (5 year vesting), as filed as Exhibit 10.2 to Form 8-K filed on February 22, 2008, is incorporated by reference herein.

10.15*

 

Form of Indemnification Agreement between Stock Yards Bank & Trust Company, S.Y. Bancorp, Inc. and each member of the Board of Directors. Exhibit 10.3 to Annual Report on Form 10-K for the year ended December 31, 2001, of Bancorp is incorporated by reference herein.

10.16*

 

Form of Restricted Stock Award Agreement (5 year vesting) between S.Y. Bancorp, Inc. and each recipient of restricted stock. Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2010, of Bancorp is incorporated by reference herein.

10.17*

 

Form of Director Restricted Stock Award Agreement (1 year vesting) between S.Y. Bancorp, Inc. and each member of the Board of Directors. Exhibit 10.22 to Annual Report on Form 10-K for the year ended December 31, 2010, of Bancorp is incorporated by reference herein.

10.18*

 

Amendment No. 2 to the S. Y. Bancorp, Inc. 2005 Stock Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on April 22, 2011, is incorporated by reference herein.

10.19*

 

Form of S.Y. Bancorp, Inc. Restricted Stock Unit Grant Agreement for grants prior to 2014, as filed as Exhibit 10.2 to Form 8-K filed on April 22, 2011, is incorporated by reference herein.

10.20*

 

Form of Stock Appreciation Right Grant Agreement (5 year vesting) between S.Y. Bancorp, Inc. and each recipient of stock appreciation rights. Exhibit 10.25 to Annual Report on Form 10-K for the year ended December 31, 2012, of Bancorp is incorporated by reference herein.

10.21*

 

Form of S.Y. Bancorp, Inc. Restricted Stock Unit Grant Agreement 2012 and Amendment thereto, as filed as Exhibit 10.1 to Form 8-K filed on March 20, 2013, is incorporated by reference herein.

10.22*

 

Form of Annual Cash Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on April 26, 2013, is incorporated by reference herein.

10.23*

 

Amendment No. 3 to the S. Y. Bancorp, Inc. 2005 Stock Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on November 22, 2013, is incorporated by reference herein.

10.24*

 

Amendment No. 1 to the Director Nonqualified Deferred Compensation Plan, as filed as Exhibit 10.2 to Form 8-K filed on November 22, 2013, is incorporated by reference herein.

10.25*

 

Form of Director Restricted Stock Unit Award Agreement, as filed as Exhibit 10.3 to Form 8-K filed on November 22, 2013, is incorporated by reference herein.

  

 

10.26*

 

Form of Amended and Restated Change in Control Severance Agreement (for David Heintzman, Ja Hillebrand, Kathy Thompson and Nancy Davis), as filed as Exhibit 10.1 to Form 8-K filed on December 17, 2013, is incorporated by reference herein.

10.27*

 

Form of Annual Cash Bonus Plan (as amended December 16, 2013), as filed as Exhibit 10.2 to Form 8-K filed on December 17, 2013, is incorporated by reference herein.

10.28*

 

Form of Restricted Stock Unit Grant Agreement for grants awarded 2014 and later, as filed as Exhibit 10.3 to Form 8-K filed on December 17, 2013, is incorporated by reference herein.

10.29*

 

Form of Amendment No. 1 Stock Yards Bank & Trust Company Executive Nonqualified Deferred Compensation Plan, as filed as Exhibit 10.1 to Form 8-K filed on December 18, 2014, is incorporated by reference herein.

10.30*

 

Form of Amendment No. 2 Stock Yards Bank & Trust Company Director Nonqualified Deferred Compensation Plan, as filed as Exhibit 10.2 to Form 8-K filed on December 18, 2014, is incorporated by reference herein.

10.31*

 

Form of Restricted Stock Unit Grant Agreement as filed as Exhibit 10.1 to Form 8-K filed on March 19, 2015, is incorporated by reference herein.

10.32*

 

Amendment to Form of Restricted Stock Unit Grant Agreement as filed as Exhibit 10.1 to Form 8-K/A filed on March 19, 2015, is incorporated by reference herein.

10.33*

 

S.Y. Bancorp, Inc. 2015 Omnibus Equity Compensation Plan, as filed as Exhibit 10.1 to Form 8K, on April 27, 2015 is incorporated by reference herein.

10.34*

 

Form of Performance-Vested Stock Units (PSU’s) Agreement, as filed as Exhibit 10.1 to Form 8-K filed on March 17, 2016, is incorporated by reference herein.

10.35*

 

Form of Stock Appreciation Rights (SARS) Agreement, as filed as Exhibit 10.2 to Form 8-K filed on March 17, 2016, is incorporated by reference herein.

 

 

14

 

 

 

Code of Ethics for the Chief Executive Officer and Financial Executives.

21

 

Subsidiary of the Registrant.

23

 

Consent of Independent Registered Public Accounting Firm.

31.1

 

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

31.2

 

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

32.1

 

Certifications pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David P. Heintzman.

32.2

 

Certifications pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Nancy B. Davis.

101 

The following financial statements from the Stock Yards Bancorp, Inc. December 31, 2016

Annual Report on Form 10-K, filed on March 13, 2017, formatted in eXtensible

Business Reporting Language (XBRL):

(1)  Consolidated Balance Sheets

(2)  Consolidated Statements of Income

(3)  Consolidated Statements of Comprehensive Income

(4)  Consolidated Statements of Changes in Stockholders’ Equity

(5)  Consolidated Statements of Cash Flows

(6)  Notes to Consolidated Financial Statements

 

* Indicates matters related to executive compensation or other management contracts.

 

Copies of the foregoing Exhibits will be furnished to others upon request and payment of Bancorp’s reasonable expenses in furnishing the exhibits.

 

 

(b)

Exhibits

  The exhibits listed in response to Item 15(a) 3 are filed or furnished as a part of this report.
 (c)Financial Statement Schedules
  None

 

 

Where You Can Find More Information

 

Bancorp is subject to the informational requirements of the Securities Exchange Act of 1934 and accordingly files its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the Securities and Exchange Commission (“SEC”).  The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room.  Bancorp’s public filings are also maintained on the SEC’s Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.  The address of that web site is http://www.sec.gov.  In addition, Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act may be accessed free of charge through Bancorp’s web site after we have electronically filed such material with, or furnished it to, the SEC.  The address of that web site is http://www.syb.com. 

 

  

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.

 

March 13, 2017

STOCK YARDS BANCORP, INC.

 

 

 

 

BY:

/s/ David P. Heintzman

 

 

 

David P. Heintzman

 

 

Chairman and
Chief Executive Officer

 

 

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 dates indicated.

 

/s/ David P. Heintzman

 

Chairman, Chief Executive Officer and Director

March 13, 2017

David P. Heintzman (principal executive officer) 
    
/s/ James A. Hillebrand President and DirectorMarch 13, 2017
James A. Hillebrand   
    
/s/ Nancy B. Davis Executive Vice President and Chief Financial March 13, 2017
Nancy B. Davis Officer (principal financial and accounting officer) 
    
/s/ J. McCauley Brown DirectorMarch 13, 2017
J. McCauley Brown   
    
/s/ Charles R. Edinger, III DirectorMarch 13, 2017
Charles R. Edinger, III   
    
/s/ Donna L. Heitzman DirectorMarch 13, 2017
Donna L. Heitzman   
    
/s/ Carl G. Herde DirectorMarch 13, 2017
Carl G. Herde   
    

/s/ Richard A. Lechleiter

 DirectorMarch 13, 2017
Richard A. Lechleiter   
    
/s/ Richard Northern DirectorMarch 13, 2017
Richard Northern   
    
/s/ Stephen M. Priebe DirectorMarch 13, 2017
Stephen M. Priebe   
    
/s/ Norman Tasman DirectorMarch 13, 2017
Norman Tasman   
    
/s/ Kathy C. Thompson Senior Executive Vice President and DirectorMarch 13, 2017
Kathy C. Thompson   

 

 

Index to Exhibits


Exhibit Number 

 

 

2.1 Agreement and Plan of Merger by and among THE BANCorp, Inc., S.Y. Bancorp, Inc. and Sanders Merger Sub, Inc. on December 19, 2012. Exhibit 2.1 to Form 8-K filed December 19, 2012, is incorporated by reference herein.
2.2 First Amendment to Agreement and Plan of Merger dated as of February 26, 2013 by and among S.Y. Bancorp, Inc., Sanders Merger Sub, LLC, and THE BANCorp, Inc. Exhibit 2.2 to form S-4 (File No. 333-186930) filed February 27, 2013, is incorporated by reference herein.
3.1 Second Amended and Restated Articles of Incorporation of S.Y. Bancorp, Inc., filed with the Secretary of State of Kentucky on April 25, 2013. Exhibit 3.1 to Form 8-K filed April 25, 2013, is incorporated by reference herein.
3.2 Articles of Amendment to the Second Amended and Restated Articles of Incorporation to change the name of the company to Stock Yards Bancorp, Inc., filed with the Secretary of State of Kentucky on April 23, 2014. Exhibit 3.1 to Form 8-K filed April 23, 2014, is incorporated by reference herein.
3.3 Articles of Amendment to the Second Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock and adopt majority voting in uncontested director elections, filed with the Secretary of State of Kentucky on April 23, 2015. Exhibit 3.1 to Form 8-K filed April 27, 2015, is incorporated by reference herein.
3.4 Bylaws of Bancorp as currently in effect. Exhibit 3.2 to Form 8-K filed April 27, 2015, is incorporated by reference herein.
   

10.1*

 

Stock Yards Bank & Trust Company Executive Nonqualified Deferred Compensation Plan (as Amended and Restated in 2009), as filed as Exhibit 10.4 to Form 8-K filed on December 19, 2008, is incorporated by reference herein.

10.2*

 

Stock Yards Bank & Trust Company Director Nonqualified Deferred Compensation Plan (as Amended and Restated in 2009), as filed as Exhibit 10.3 to Form 8-K filed on December 19, 2008, is incorporated by reference herein.

10.3*

 

Form of Stock Yards Bank & Trust Company Executive Nonqualified Deferred Compensation Plan Employer Contribution Agreement, as filed as Exhibit 10.3 to Form 8-K filed on October 23, 2006, is incorporated by reference herein.

10.4*

 

Stock Yards Bank & Trust Company 2009 Restated Senior Officers Security Plan Exhibit 10.1 to Form 8-K filed December 19, 2008, is incorporated by reference herein.

10.5*

 

Form of Change in Control Severance Agreement (Poindexter, Dishman, Stinnett and Croce), Exhibit 10.5 to Form 8-K filed January 27, 2010, is incorporated by reference herein.

10.6*

 

S.Y. Bancorp, Inc. 2005 Stock Incentive Plan. Exhibit 10.1 to Form 8-K filed May 2, 2005, is incorporated by reference herein.

10.7*

 

Amendment No. 1 to S. Y. Bancorp, Inc. 2005 Stock Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on April 22, 2010, is incorporated by reference herein.

10.8*

 

Form of Employer Contribution Agreement, Nancy Davis, Participant, as filed as Exhibit 10.4 to Form 8-K filed on October 23, 2006, is incorporated by reference herein.

10.9*

 

Terms of Restricted Stock Program, as filed as Exhibit 10.1 to Form 8-K filed on February 26, 2007, is incorporated by reference herein.

10.10*

 

Form of Restricted Stock Agreement (3 year vesting), as filed as Exhibit 10.2 to Form 8-K filed on February 26, 2007, is incorporated by reference herein.

10.11*

 

Form of Stock Option Grant and Agreement (6 months vesting), as filed as Exhibit 10.1 to Form 8-K filed on January 19, 2006, is incorporated by reference herein.

10.12*

 

Form of Stock Option Grant and Agreement (5 year vesting), as filed as Exhibit 10.2 to Form 8-K filed on January 19, 2006, is incorporated by reference herein.

10.13*

 

Form of Stock Appreciation Right Grant Agreement (6 month vesting), as filed as Exhibit 10.1 to Form 8-K filed on February 22, 2008, is incorporated by reference herein.

10.14*

 

Form of Stock Appreciation Right Grant Agreement (5 year vesting), as filed as Exhibit 10.2 to Form 8-K filed on February 22, 2008, is incorporated by reference herein.

10.15*

 

Form of Indemnification Agreement between Stock Yards Bank & Trust Company, S.Y. Bancorp, Inc. and each member of the Board of Directors. Exhibit 10.3 to Annual Report on Form 10-K for the year ended December 31, 2001, of Bancorp is incorporated by reference herein.

10.16*

 

Form of Restricted Stock Award Agreement (5 year vesting) between S.Y. Bancorp, Inc. and each recipient of restricted stock. Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2010, of Bancorp is incorporated by reference herein.

  

 

10.17*

 

Form of Director Restricted Stock Award Agreement (1 year vesting) between S.Y. Bancorp, Inc. and each member of the Board of Directors. Exhibit 10.22 to Annual Report on Form 10-K for the year ended December 31, 2010, of Bancorp is incorporated by reference herein.

10.18*

 

Amendment No. 2 to the S. Y. Bancorp, Inc. 2005 Stock Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on April 22, 2011, is incorporated by reference herein.

10.19*

 

Form of S.Y. Bancorp, Inc. Restricted Stock Unit Grant Agreement for grants prior to 2014, as filed as Exhibit 10.2 to Form 8-K filed on April 22, 2011, is incorporated by reference herein.

10.20*

 

Form of Stock Appreciation Right Grant Agreement (5 year vesting) between S.Y. Bancorp, Inc. and each recipient of stock appreciation rights. Exhibit 10.25 to Annual Report on Form 10-K for the year ended December 31, 2012, of Bancorp is incorporated by reference herein.

10.21*

 

Form of S.Y. Bancorp, Inc. Restricted Stock Unit Grant Agreement 2012 and Amendment thereto, as filed as Exhibit 10.1 to Form 8-K filed on March 20, 2013, is incorporated by reference herein.

10.22*

 

Form of Annual Cash Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on April 26, 2013, is incorporated by reference herein.

10.23*

 

Amendment No. 3 to the S. Y. Bancorp, Inc. 2005 Stock Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on November 22, 2013, is incorporated by reference herein.

10.24*

 

Amendment No. 1 to the Director Nonqualified Deferred Compensation Plan, as filed as Exhibit 10.2 to Form 8-K filed on November 22, 2013, is incorporated by reference herein.

10.25*

 

Form of Director Restricted Stock Unit Award Agreement, as filed as Exhibit 10.3 to Form 8-K filed on November 22, 2013, is incorporated by reference herein.

10.26*

 

Form of Amended and Restated Change in Control Severance Agreement (for David Heintzman, Ja Hillebrand, Kathy Thompson and Nancy Davis), as filed as Exhibit 10.1 to Form 8-K filed on December 17, 2013, is incorporated by reference herein.

10.27*

 

Form of Annual Cash Bonus Plan (as amended December 16, 2013), as filed as Exhibit 10.2 to Form 8-K filed on December 17, 2013, is incorporated by reference herein.

10.28*

 

Form of Restricted Stock Unit Grant Agreement for grants awarded 2014 and later, as filed as Exhibit 10.3 to Form 8-K filed on December 17, 2013, is incorporated by reference herein.

10.29*

 

Form of Amendment No. 1 Stock Yards Bank & Trust Company Executive Nonqualified Deferred Compensation Plan, as filed as Exhibit 10.1 to Form 8-K filed on December 18, 2014, is incorporated by reference herein.

10.30*

 

Form of Amendment No. 2 Stock Yards Bank & Trust Company Director Nonqualified Deferred Compensation Plan, as filed as Exhibit 10.2 to Form 8-K filed on December 18, 2014, is incorporated by reference herein.

10.31*

 

Form of Restricted Stock Unit Grant Agreement as filed as Exhibit 10.1 to Form 8-K filed on March 19, 2015, is incorporated by reference herein.

10.32*

 

Amendment to Form of Restricted Stock Unit Grant Agreement as filed as Exhibit 10.1 to Form 8-K/A, on March 19, 2015, is incorporated by reference herein.

10.33*

 

S.Y. Bancorp, Inc. 2015 Omnibus Equity Compensation Plan, as filed as Exhibit 10.1 to Form 8K, on April 27, 2015 is incorporated by reference herein.

10.34*

 

Form of Performance-Vested Stock Units (PSU’s) Agreement, as filed as Exhibit 10.1 to Form 8-K filed on March 17, 2016, is incorporated by reference herein.

10.35*

 

Form of Stock Appreciation Rights (SARS) Agreement, as filed as Exhibit 10.2 to Form 8-K filed on March 17, 2016, is incorporated by reference herein.

  

 

14

 

Code of Ethics for the Chief Executive Officer and Financial Executives.

21

 

Subsidiary of the Registrant.

23

 

Consent of Independent Registered Public Accounting Firm.

31.1

 

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

31.2

 

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

32.1

 

Certifications pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David P. Heintzman.

32.2

 

Certifications pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Nancy B. Davis.

101 

The following financial statements from the Stock Yards Bancorp, Inc. December 31, 2016 

Annual Report on Form 10-K, filed on March 13, 2017, formatted in eXtensible

Business Reporting Language (XBRL):

(1)Consolidated Balance Sheets

(2)Consolidated Statements of Income

(3)Consolidated Statements of Comprehensive Income

(4)Consolidated Statements of Changes in Stockholders’ Equity

(5)Consolidated Statements of Cash Flows

(6)Notes to Consolidated Financial Statements

* Indicates matters related to executive compensation or other management contracts.

 

 

108