UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
For the quarterly period ended March 31, 2015
OR
¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to .
Commission file number 1-13661
STOCK YARDS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Kentucky |
|
61-1137529 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
incorporation or organization) |
|
Identification No.) |
1040 East Main Street, Louisville, Kentucky 40206
(Address of principal executive offices including zip code)
(502) 582-2571
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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 x No o
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 o |
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Accelerated filer x |
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Non-accelerated filer o |
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Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.). Yes ¨ No x
The number of shares of the registrants Common Stock, no par value, outstanding as of April 24, 2015, was 14,806,400.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Item |
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Page | |
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PART I FINANCIAL INFORMATION |
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Item 1. Financial Statements |
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The following consolidated financial statements of Stock Yards Bancorp, Inc. and Subsidiary are submitted herewith: |
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Consolidated Balance Sheets March 31, 2015 (Unaudited) and December 31, 2014 |
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2 | |
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Consolidated Statements of Income (Unaudited) for the three months ended March 31, 2015 and 2014 |
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3 | |
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4 | ||
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5 | ||
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Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2015 and 2014 |
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6 | |
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7 | ||
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Managements Discussion and Analysis of Financial Condition and Results of Operations |
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38 | |
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55 | ||
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55 | ||
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55 | |||
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56 |
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
March 31, 2015 and December 31, 2014
(In thousands, except share data)
|
|
March 31, |
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December 31, |
| ||
|
|
2015 |
|
2014 |
| ||
|
|
(Unaudited) |
|
|
| ||
|
|
|
|
|
| ||
Assets |
|
|
|
|
| ||
Cash and due from banks |
|
$ |
33,889 |
|
$ |
42,216 |
|
Federal funds sold |
|
23,630 |
|
32,025 |
| ||
Cash and cash equivalents |
|
57,519 |
|
74,241 |
| ||
Mortgage loans held for sale |
|
6,481 |
|
3,747 |
| ||
Securities available-for-sale (amortized cost of $465,031 in 2015 and $509,276 in 2014) |
|
471,702 |
|
513,056 |
| ||
Federal Home Loan Bank stock and other securities |
|
6,347 |
|
6,347 |
| ||
Loans |
|
1,874,010 |
|
1,868,550 |
| ||
Less allowance for loan losses |
|
24,882 |
|
24,920 |
| ||
Net loans |
|
1,849,128 |
|
1,843,630 |
| ||
Premises and equipment, net |
|
40,060 |
|
39,088 |
| ||
Bank owned life insurance |
|
30,329 |
|
30,107 |
| ||
Accrued interest receivable |
|
6,133 |
|
5,980 |
| ||
Other assets |
|
44,564 |
|
47,672 |
| ||
Total assets |
|
$ |
2,512,263 |
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$ |
2,563,868 |
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Liabilities and Stockholders Equity |
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|
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| ||
Deposits: |
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|
|
|
| ||
Non-interest bearing |
|
$ |
531,190 |
|
$ |
523,947 |
|
Interest bearing |
|
1,579,039 |
|
1,599,680 |
| ||
Total deposits |
|
2,110,229 |
|
2,123,627 |
| ||
Securities sold under agreements to repurchase |
|
59,877 |
|
69,559 |
| ||
Federal funds purchased |
|
14,437 |
|
47,390 |
| ||
Accrued interest payable |
|
127 |
|
131 |
| ||
Other liabilities |
|
23,248 |
|
26,434 |
| ||
Federal Home Loan Bank advances |
|
36,744 |
|
36,832 |
| ||
Total liabilities |
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2,244,662 |
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2,303,973 |
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Stockholders equity: |
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Preferred stock, no par value. Authorized 1,000,000 shares; no shares issued or outstanding |
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Common stock, no par value. Authorized 20,000,000 shares; issued and outstanding 14,795,148 and 14,744,684 shares in 2015 and 2014, respectively |
|
10,203 |
|
10,035 |
| ||
Additional paid-in capital |
|
39,352 |
|
38,191 |
| ||
Retained earnings |
|
214,100 |
|
209,584 |
| ||
Accumulated other comprehensive income |
|
3,946 |
|
2,085 |
| ||
Total stockholders equity |
|
267,601 |
|
259,895 |
| ||
Total liabilities and stockholders equity |
|
$ |
2,512,263 |
|
$ |
2,563,868 |
|
See accompanying notes to unaudited consolidated financial statements.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income
For the three months ended March 31, 2015 and 2014 (Unaudited)
(In thousands, except per share data)
|
|
2015 |
|
2014 |
| ||
Interest income: |
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|
|
|
| ||
Loans |
|
$ |
20,415 |
|
$ |
19,359 |
|
Federal funds sold |
|
68 |
|
79 |
| ||
Mortgage loans held for sale |
|
39 |
|
31 |
| ||
Securities taxable |
|
2,034 |
|
1,837 |
| ||
Securities tax-exempt |
|
291 |
|
298 |
| ||
Total interest income |
|
22,847 |
|
21,604 |
| ||
Interest expense: |
|
|
|
|
| ||
Deposits |
|
973 |
|
1,140 |
| ||
Federal funds purchased |
|
7 |
|
6 |
| ||
Securities sold under agreements to repurchase |
|
37 |
|
34 |
| ||
Federal Home Loan Bank advances |
|
216 |
|
196 |
| ||
Total interest expense |
|
1,233 |
|
1,376 |
| ||
Net interest income |
|
21,614 |
|
20,228 |
| ||
Provision for loan losses |
|
|
|
350 |
| ||
Net interest income after provision for loan losses |
|
21,614 |
|
19,878 |
| ||
Non-interest income: |
|
|
|
|
| ||
Investment management and trust revenue |
|
4,552 |
|
4,568 |
| ||
Service charges on deposit accounts |
|
2,080 |
|
2,103 |
| ||
Bankcard transaction revenue |
|
1,122 |
|
1,075 |
| ||
Mortgage banking revenue |
|
828 |
|
588 |
| ||
Brokerage commissions and fees |
|
461 |
|
505 |
| ||
Bank owned life insurance income |
|
222 |
|
236 |
| ||
Other |
|
408 |
|
400 |
| ||
Total non-interest income |
|
9,673 |
|
9,475 |
| ||
Non-interest expenses: |
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|
|
|
| ||
Salaries and employee benefits |
|
11,100 |
|
11,118 |
| ||
Net occupancy expense |
|
1,469 |
|
1,556 |
| ||
Data processing expense |
|
1,454 |
|
1,560 |
| ||
Furniture and equipment expense |
|
247 |
|
268 |
| ||
FDIC insurance expense |
|
297 |
|
342 |
| ||
Loss (gain) on other real estate owned |
|
20 |
|
(343 |
) | ||
Other |
|
3,192 |
|
3,043 |
| ||
Total non-interest expenses |
|
17,779 |
|
17,544 |
| ||
Income before income taxes |
|
13,508 |
|
11,809 |
| ||
Income tax expense |
|
4,253 |
|
3,632 |
| ||
Net income |
|
$ |
9,255 |
|
$ |
8,177 |
|
Net income per share: |
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|
|
|
| ||
Basic |
|
$ |
0.63 |
|
$ |
0.56 |
|
Diluted |
|
$ |
0.62 |
|
$ |
0.56 |
|
Average common shares: |
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|
|
|
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Basic |
|
14,647 |
|
14,506 |
| ||
Diluted |
|
14,852 |
|
14,701 |
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See accompanying notes to unaudited consolidated financial statements.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
For the three months ended March 31, 2015 and 2014 (Unaudited)
(In thousands)
|
|
2015 |
|
2014 |
| ||
Net income |
|
$ |
9,255 |
|
$ |
8,177 |
|
Other comprehensive income, net of tax: |
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|
|
|
| ||
Unrealized gains on securities available-for-sale: |
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|
|
|
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Unrealized gains arising during the period (net of tax of $1,011 and $1,091, respectively) |
|
1,880 |
|
2,026 |
| ||
Unrealized (losses) gains on hedging instruments: |
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|
|
|
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Unrealized (losses) gains arising during the period (net of tax of ($9) and $12, respectively) |
|
(19 |
) |
21 |
| ||
|
|
|
|
|
| ||
Other comprehensive income |
|
1,861 |
|
2,047 |
| ||
Comprehensive income |
|
$ |
11,116 |
|
$ |
10,224 |
|
See accompanying notes to unaudited consolidated financial statements.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders Equity
For the three months ended March 31, 2015 and 2014 (Unaudited)
(In thousands, except per share data)
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Accumulated |
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Common stock |
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other |
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Number of |
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Additional |
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Retained |
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comprehensive |
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|
| |||||
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|
shares |
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Amount |
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paid-in capital |
|
earnings |
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income |
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Total |
| |||||
Balance December 31, 2013 |
|
14,609 |
|
$ |
9,581 |
|
$ |
33,255 |
|
$ |
188,825 |
|
$ |
(2,217 |
) |
$ |
229,444 |
|
Net income |
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|
|
|
|
|
|
8,177 |
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8,177 |
| |||||
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| |||||
Other comprehensive income, net of tax |
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|
|
|
|
|
|
|
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2,047 |
|
2,047 |
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Stock compensation expense |
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|
|
|
|
290 |
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|
290 |
| |||||
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Stock issued for exercise of stock options, net of withholdings to satisfy employee tax obligations upon vesting of stock awards |
|
22 |
|
75 |
|
601 |
|
(23 |
) |
|
|
653 |
| |||||
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|
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|
|
|
|
|
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|
| |||||
Stock issued for non-vested restricted stock |
|
40 |
|
131 |
|
1,015 |
|
(1,146 |
) |
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|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
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|
| |||||
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award |
|
5 |
|
18 |
|
(112 |
) |
|
|
|
|
(94 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash dividends, $0.21 per share |
|
|
|
|
|
|
|
(3,075 |
) |
|
|
(3,075 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Shares repurchased or cancelled |
|
(17 |
) |
(56 |
) |
(435 |
) |
25 |
|
|
|
(466 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance March 31, 2014 |
|
14,659 |
|
$ |
9,749 |
|
$ |
34,614 |
|
$ |
192,783 |
|
$ |
(170 |
) |
$ |
236,976 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance December 31, 2014 |
|
14,745 |
|
$ |
10,035 |
|
$ |
38,191 |
|
$ |
209,584 |
|
$ |
2,085 |
|
$ |
259,895 |
|
Net income |
|
|
|
|
|
|
|
9,255 |
|
|
|
9,255 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
1,861 |
|
1,861 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock compensation expense |
|
|
|
|
|
501 |
|
|
|
|
|
501 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock issued for exercise of stock options, net of withholdings to satisfy employee tax obligations upon vesting of stock awards |
|
13 |
|
42 |
|
424 |
|
(17 |
) |
|
|
449 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock issued for non-vested restricted stock |
|
35 |
|
116 |
|
1,085 |
|
(1,201 |
) |
|
|
|
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award |
|
18 |
|
61 |
|
(397 |
) |
(128 |
) |
|
|
(464 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Cash dividends, $0.23 per share |
|
|
|
|
|
|
|
(3,393 |
) |
|
|
(3,393 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Shares repurchased or cancelled |
|
(16 |
) |
(51 |
) |
(452 |
) |
|
|
|
|
(503 |
) | |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Balance March 31, 2015 |
|
14,795 |
|
$ |
10,203 |
|
$ |
39,352 |
|
$ |
214,100 |
|
$ |
3,946 |
|
$ |
267,601 |
|
See accompanying notes to unaudited consolidated financial statements.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
For the three months ended March 31, 2015 and 2014 (Unaudited)
(In thousands)
|
|
2015 |
|
2014 |
| ||
Operating activities: |
|
|
|
|
| ||
Net income |
|
$ |
9,255 |
|
$ |
8,177 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
| ||
Provision for loan losses |
|
|
|
350 |
| ||
Depreciation, amortization and accretion, net |
|
1,672 |
|
1,688 |
| ||
Deferred income tax provision |
|
1,090 |
|
701 |
| ||
Gain on sales of mortgage loans held for sale |
|
(560 |
) |
(341 |
) | ||
Origination of mortgage loans held for sale |
|
(27,100 |
) |
(17,617 |
) | ||
Proceeds from sale of mortgage loans held for sale |
|
24,926 |
|
16,242 |
| ||
Bank owned life insurance income |
|
(222 |
) |
(236 |
) | ||
Loss (gain) on the disposal of premises and equipment |
|
9 |
|
(30 |
) | ||
Loss (gain) on the sale of other real estate |
|
20 |
|
(343 |
) | ||
Stock compensation expense |
|
501 |
|
290 |
| ||
Excess tax benefits from share-based compensation arrangements |
|
(154 |
) |
(149 |
) | ||
Decrease in accrued interest receivable and other assets |
|
237 |
|
514 |
| ||
Decrease in accrued interest payable and other liabilities |
|
(3,036 |
) |
(2,090 |
) | ||
Net cash provided by operating activities |
|
6,638 |
|
7,156 |
| ||
Investing activities: |
|
|
|
|
| ||
Purchases of securities available-for-sale |
|
(70,664 |
) |
(69,855 |
) | ||
Proceeds from sale of securities available for sale |
|
5,934 |
|
|
| ||
Proceeds from maturities of securities available-for-sale |
|
108,502 |
|
123,072 |
| ||
Net increase in loans |
|
(5,644 |
) |
(8,687 |
) | ||
Purchases of premises and equipment |
|
(1,728 |
) |
(509 |
) | ||
Proceeds from disposal of equipment |
|
|
|
344 |
| ||
Proceeds from sale of other real estate |
|
272 |
|
3,962 |
| ||
Net cash provided by investing activities |
|
36,672 |
|
48,327 |
| ||
Financing activities: |
|
|
|
|
| ||
Net (decrease) increase in deposits |
|
(13,398 |
) |
6,450 |
| ||
Net decrease in securities sold under agreements to repurchase and federal funds purchased |
|
(42,635 |
) |
(46,726 |
) | ||
Proceeds from Federal Home Loan Bank advances |
|
10,000 |
|
10,000 |
| ||
Repayments of Federal Home Loan Bank advances |
|
(10,088 |
) |
(10,041 |
) | ||
Issuance of common stock for options and performance stock units |
|
167 |
|
463 |
| ||
Excess tax benefits from share-based compensation arrangements |
|
154 |
|
149 |
| ||
Common stock repurchases |
|
(839 |
) |
(519 |
) | ||
Cash dividends paid |
|
(3,393 |
) |
(3,075 |
) | ||
Net cash used in financing activities |
|
(60,032 |
) |
(43,299 |
) | ||
Net (decrease) increase in cash and cash equivalents |
|
(16,722 |
) |
12,184 |
| ||
Cash and cash equivalents at beginning of period |
|
74,241 |
|
70,770 |
| ||
Cash and cash equivalents at end of period |
|
$ |
57,519 |
|
$ |
82,954 |
|
Supplemental cash flow information: |
|
|
|
|
| ||
Income tax payments |
|
1 |
|
|
| ||
Cash paid for interest |
|
1,237 |
|
1,379 |
| ||
Supplemental non-cash activity: |
|
|
|
|
| ||
Transfers from loans to other real estate owned |
|
$ |
146 |
|
$ |
1,137 |
|
See accompanying notes to unaudited consolidated financial statements.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements
(1) Summary of Significant Accounting Policies
The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all information and footnotes required by U.S. generally accepted accounting principles (US GAAP) for complete financial statements. The consolidated unaudited financial statements of Stock Yards Bancorp, Inc. (Bancorp) and its subsidiary reflect all adjustments (consisting only of adjustments of a normal recurring nature) which are, in the opinion of management, necessary for a fair presentation of financial condition and results of operations for the interim periods.
The unaudited consolidated financial statements include the accounts of Stock Yards Bancorp, Inc. and its wholly-owned subsidiary, Stock Yards Bank & Trust Company (Bank). Significant intercompany transactions and accounts have been eliminated in consolidation. In preparing the unaudited consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of related revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of other real estate owned and income tax assets, and estimated liabilities and expense.
A description of other significant accounting policies is presented in the notes to the Consolidated Financial Statements for the year ended December 31, 2014 included in Stock Yards Bancorp, Inc.s Annual Report on Form 10-K. Certain reclassifications have been made in the prior year financial statements to conform to current year classifications.
Interim results for the three month period ended March 31, 2015 are not necessarily indicative of the results for the entire year.
Critical Accounting Policies
Management has identified the accounting policy related to the allowance and provision for loan losses as critical to the understanding of Bancorps 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. 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 managements assumptions prove incorrect, the results from operations could be materially affected by a higher or lower provision for loan losses. The accounting policy related to the allowance for loan losses is applicable to the commercial banking segment of Bancorp.
The allowance for loan losses is managements estimate of probable losses in the loan portfolio. 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.
Bancorps allowance calculation includes specific allowance allocations to loan portfolio segments at March 31, 2015 for qualitative factors including, among other factors, national and local economic and business conditions, the quality and experience of lending staff and management, changes in lending policies and procedures, changes in volume and severity of past due loans, classified loans and non-performing loans, potential impact of any concentrations of credit, changes in the nature and terms of loans such as growth rates and utilization rates, changes in the value of underlying collateral for collateral-
dependent loans, considering Bancorps disposition bias, and the effect of other external factors such as the legal and regulatory environment. Bancorp may also consider other qualitative factors in future periods for additional allowance allocations, including, among other factors, changes in Bancorps loan review process. Changes in the criteria used in this evaluation or the availability of new information could cause the allowance to be increased or decreased in future periods. In addition, bank regulatory agencies, as part of their examination process, may require adjustments to the allowance for loan and lease losses based on their judgments and estimates. Bancorp utilizes the sum of all allowance amounts derived as described above as the appropriate level of allowance for loan and lease losses.
(2) Securities
The amortized cost, unrealized gains and losses, and fair value of securities available for sale follow:
(in thousands) |
|
Amortized |
|
Unrealized |
|
|
| ||||||
March 31, 2015 |
|
cost |
|
Gains |
|
Losses |
|
Fair value |
| ||||
U.S. Treasury and other U.S. Government obligations |
|
$ |
60,000 |
|
$ |
|
|
$ |
|
|
$ |
60,000 |
|
Government sponsored enterprise obligations |
|
173,137 |
|
2,928 |
|
251 |
|
175,814 |
| ||||
Mortgage-backed securities - government agencies |
|
167,768 |
|
2,872 |
|
745 |
|
169,895 |
| ||||
Obligations of states and political subdivisions |
|
63,370 |
|
1,668 |
|
59 |
|
64,979 |
| ||||
Corporate equity securities |
|
756 |
|
258 |
|
|
|
1,014 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total securities available for sale |
|
$ |
465,031 |
|
$ |
7,726 |
|
$ |
1,055 |
|
$ |
471,702 |
|
December 31, 2014 |
|
|
|
|
|
|
|
|
| ||||
U.S. Treasury and other U.S. Government obligations |
|
$ |
70,000 |
|
$ |
|
|
$ |
|
|
$ |
70,000 |
|
Government sponsored enterprise obligations |
|
203,531 |
|
2,017 |
|
562 |
|
204,986 |
| ||||
Mortgage-backed securities - government agencies |
|
173,573 |
|
2,042 |
|
1,345 |
|
174,270 |
| ||||
Obligations of states and political subdivisions |
|
61,416 |
|
1,560 |
|
142 |
|
62,834 |
| ||||
Corporate equity securities |
|
756 |
|
210 |
|
|
|
966 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total securities available for sale |
|
$ |
509,276 |
|
$ |
5,829 |
|
$ |
2,049 |
|
$ |
513,056 |
|
Corporate equity securities, included in the available for sale portfolio, consist of common stock in a publicly-traded business development company.
There were no securities classified as held to maturity as of March 31, 2015 or December 31, 2014.
In the first quarter of 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 and agency securities. These sales were made in the ordinary course of portfolio management. No securities were sold in the first quarter of 2014. Management has the intent and ability to hold all remaining investment securities available for sale for the foreseeable future.
A summary of the available for sale investment securities by maturity groupings as of March 31, 2015 is shown below.
(in thousands) |
|
|
|
|
| ||
Securities available for sale |
|
Amortized cost |
|
Fair value |
| ||
|
|
|
|
|
| ||
Due within 1 year |
|
$ |
82,268 |
|
$ |
82,406 |
|
Due after 1 but within 5 years |
|
119,806 |
|
121,898 |
| ||
Due after 5 but within 10 years |
|
22,109 |
|
22,854 |
| ||
Due after 10 years |
|
72,324 |
|
73,635 |
| ||
Mortgage-backed securities |
|
167,768 |
|
169,895 |
| ||
Corporate equity securities |
|
756 |
|
1,014 |
| ||
Total securities available for sale |
|
$ |
465,031 |
|
$ |
471,702 |
|
Actual maturities may differ from contractual maturities because some issuers have the right to call or prepay obligations. In addition to equity securities, the investment portfolio includes agency mortgage-backed securities, which are guaranteed by agencies such as the FHLMC, FNMA, and GNMA. These securities differ from traditional debt securities primarily in that they may have uncertain principal payment dates and are priced based on estimated prepayment rates on the underlying collateral.
Securities with a carrying value of approximately $250.2 million at March 31, 2015 and $263.1 million at December 31, 2014 were pledged to secure accounts of commercial depositors in cash management accounts, public deposits, and cash balances for certain investment management and trust accounts.
Securities with unrealized losses at March 31, 2015 and December 31, 2014, not recognized in the statements of income are as follows:
|
|
Less than 12 months |
|
12 months or more |
|
Total |
| ||||||||||||
(in thousands) |
|
Fair |
|
Unrealized |
|
Fair |
|
Unrealized |
|
Fair |
|
Unrealized |
| ||||||
March 31, 2015 |
|
value |
|
losses |
|
value |
|
losses |
|
value |
|
losses |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Government sponsored enterprise obligations |
|
$ |
10,698 |
|
$ |
11 |
|
$ |
9,141 |
|
$ |
240 |
|
$ |
19,839 |
|
$ |
251 |
|
Mortgage-backed securities - government agencies |
|
13,832 |
|
82 |
|
35,065 |
|
663 |
|
48,897 |
|
745 |
| ||||||
Obligations of states and political subdivisions |
|
7,639 |
|
36 |
|
2,667 |
|
23 |
|
10,306 |
|
59 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total temporarily impaired securities |
|
$ |
32,169 |
|
$ |
129 |
|
$ |
46,873 |
|
$ |
926 |
|
$ |
79,042 |
|
$ |
1,055 |
|
December 31, 2014 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Government sponsored enterprise obligations |
|
$ |
36,979 |
|
$ |
30 |
|
$ |
26,848 |
|
$ |
532 |
|
$ |
63,827 |
|
$ |
562 |
|
Mortgage-backed securities - government agencies |
|
4,038 |
|
77 |
|
49,325 |
|
1,268 |
|
53,363 |
|
1,345 |
| ||||||
Obligations of states and political subdivisions |
|
12,655 |
|
67 |
|
6,297 |
|
75 |
|
18,952 |
|
142 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Total temporarily impaired securities |
|
$ |
53,672 |
|
$ |
174 |
|
$ |
82,470 |
|
$ |
1,875 |
|
$ |
136,142 |
|
$ |
2,049 |
|
The applicable dates for determining when securities are in an unrealized loss position are March 31, 2015 and December 31, 2014. As such, it is possible that a security had a market value lower than its amortized cost on other days during the past twelve months, but is not in the Investments with an Unrealized Loss of less than 12 months category above.
Unrealized losses on Bancorps investment securities portfolio have not been recognized in income because the securities are of high credit quality, and the decline in fair values is due to changes in the prevailing interest rate environment since the purchase date. Fair value is expected to recover as securities reach their maturity date and/or the interest rate environment returns to conditions similar to when these securities were purchased. These investments consist of 49 and 80 separate investment positions as of March 31, 2015 and December 31, 2014, 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 March 31, 2015.
FHLB stock and other securities are investments held by Bancorp which are not readily marketable and are carried at cost. This category includes holdings of Federal Home Loan Bank of Cincinnati (FHLB) stock which are required for access to FHLB borrowing, and are classified as restricted securities.
(3) Loans
The composition of loans by primary loan portfolio class follows:
(in thousands) |
|
March 31, 2015 |
|
December 31, 2014 |
| ||
Commercial and industrial |
|
$ |
594,980 |
|
$ |
588,200 |
|
Construction and development, excluding undeveloped land |
|
99,846 |
|
95,733 |
| ||
Undeveloped land |
|
19,995 |
|
21,268 |
| ||
|
|
|
|
|
| ||
Real estate mortgage: |
|
|
|
|
| ||
Commercial investment |
|
486,371 |
|
487,822 |
| ||
Owner occupied commercial |
|
341,454 |
|
340,982 |
| ||
1-4 family residential |
|
191,004 |
|
195,102 |
| ||
Home equity - first lien |
|
45,288 |
|
43,779 |
| ||
Home equity - junior lien |
|
65,824 |
|
66,268 |
| ||
Subtotal: Real estate mortgage |
|
1,129,941 |
|
1,133,953 |
| ||
|
|
|
|
|
| ||
Consumer |
|
29,248 |
|
29,396 |
| ||
|
|
|
|
|
| ||
Total loans |
|
$ |
1,874,010 |
|
$ |
1,868,550 |
|
The following table presents the balance in the recorded investment in loans and allowance for loan losses by portfolio segment and based on impairment evaluation method as of March 31, 2015 and December 31, 2014.
|
|
Type of loan |
|
|
| ||||||||||||||
|
|
|
|
Construction |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
and development |
|
|
|
|
|
|
|
|
| ||||||
|
|
Commercial |
|
excluding |
|
|
|
|
|
|
|
|
| ||||||
(in thousands) |
|
and |
|
undeveloped |
|
Undeveloped |
|
Real estate |
|
|
|
|
| ||||||
March 31, 2015 |
|
industrial |
|
land |
|
land |
|
mortgage |
|
Consumer |
|
Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loans |
|
$ |
594,980 |
|
$ |
99,846 |
|
$ |
19,995 |
|
$ |
1,129,941 |
|
$ |
29,248 |
|
$ |
1,874,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loans collectively evaluated for impairment |
|
$ |
587,861 |
|
$ |
98,849 |
|
$ |
19,995 |
|
$ |
1,125,536 |
|
$ |
29,169 |
|
$ |
1,861,410 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loans individually evaluated for impairment |
|
$ |
7,041 |
|
$ |
516 |
|
$ |
|
|
$ |
3,905 |
|
$ |
74 |
|
$ |
11,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loans acquired with deteriorated credit quality |
|
$ |
78 |
|
$ |
481 |
|
$ |
|
|
$ |
500 |
|
$ |
5 |
|
$ |
1,064 |
|
|
|
|
|
Construction |
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
and development |
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
Commercial |
|
excluding |
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
and |
|
undeveloped |
|
Undeveloped |
|
Real estate |
|
|
|
|
|
|
| |||||||
|
|
industrial |
|
land |
|
land |
|
mortgage |
|
Consumer |
|
Unallocated |
|
Total |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Allowance for loan losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
At December 31, 2014 |
|
$ |
11,819 |
|
$ |
721 |
|
$ |
1,545 |
|
$ |
10,541 |
|
$ |
294 |
|
$ |
|
|
$ |
24,920 |
|
Provision (credit) |
|
(24 |
) |
74 |
|
(398 |
) |
378 |
|
(30 |
) |
|
|
|
| |||||||
Charge-offs |
|
(12 |
) |
|
|
|
|
(63 |
) |
(139 |
) |
|
|
(214 |
) | |||||||
Recoveries |
|
7 |
|
|
|
|
|
15 |
|
154 |
|
|
|
176 |
| |||||||
At March 31, 2015 |
|
$ |
11,790 |
|
$ |
795 |
|
$ |
1,147 |
|
$ |
10,871 |
|
$ |
279 |
|
$ |
|
|
$ |
24,882 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Allowance for loans collectively evaluated for impairment |
|
$ |
11,204 |
|
$ |
705 |
|
$ |
1,147 |
|
$ |
10,484 |
|
$ |
205 |
|
$ |
|
|
$ |
23,745 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Allowance for loans individually evaluated for impairment |
|
$ |
586 |
|
$ |
90 |
|
$ |
|
|
$ |
387 |
|
$ |
74 |
|
$ |
|
|
$ |
1,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Allowance for loans acquired with deteriorated credit quality |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
|
Type of loan |
|
|
| ||||||||||||||
|
|
|
|
Construction |
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
and development |
|
|
|
|
|
|
|
|
| ||||||
|
|
Commercial |
|
excluding |
|
|
|
|
|
|
|
|
| ||||||
(in thousands) |
|
and |
|
undeveloped |
|
Undeveloped |
|
Real estate |
|
|
|
|
| ||||||
December 31, 2014 |
|
industrial |
|
land |
|
land |
|
mortgage |
|
Consumer |
|
Total |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loans |
|
$ |
588,200 |
|
$ |
95,733 |
|
$ |
21,268 |
|
$ |
1,133,953 |
|
$ |
29,396 |
|
$ |
1,868,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loans collectively evaluated for impairment |
|
$ |
580,889 |
|
$ |
94,603 |
|
$ |
21,268 |
|
$ |
1,129,766 |
|
$ |
29,311 |
|
$ |
1,855,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loans individually evaluated for impairment |
|
$ |
7,239 |
|
$ |
516 |
|
$ |
|
|
$ |
3,720 |
|
$ |
76 |
|
$ |
11,551 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
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 |
|
Unallocated |
|
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 collectively evaluated for impairment |
|
$ |
10,790 |
|
$ |
706 |
|
$ |
1,545 |
|
$ |
10,285 |
|
$ |
218 |
|
$ |
|
|
$ |
23,544 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Allowance for loans individually evaluated for impairment |
|
$ |
1,029 |
|
$ |
15 |
|
$ |
|
|
$ |
256 |
|
$ |
76 |
|
$ |
|
|
$ |
1,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Allowance for loans acquired with deteriorated credit quality |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
The considerations by Bancorp in computing its allowance for loan losses are determined based on the various risk characteristics of each loan segment. Relevant risk characteristics are as follows:
· Commercial and industrial loans: Loans in this category are made to businesses. Generally these loans are secured by assets of the business and repayment is expected from the cash flows of the business. A weakened economy, and resultant decreased consumer and/or business spending will have an effect on the credit quality in this loan category.
· Construction and development, excluding undeveloped land: Loans in this category primarily include owner-occupied and investment construction loans and commercial development projects Bancorp finances. In most cases, these loans require only interest to be paid during construction, and then convert to permanent financing requiring principal amortization. Repayment is derived from sale of the units including any pre-sold units. Credit risk is affected by construction delays, cost overruns, market conditions and the availability of permanent financing, to the extent such permanent financing is not being provided by us.
· Undeveloped land: Loans in this category are secured by land initially acquired for development by the borrower, but for which no development has yet taken place. Credit risk is affected by market conditions and time to sell at an adequate price. Credit risk is also affected by market conditions and the availability of permanent financing, to the extent such permanent financing is not being provided by us.
· 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. Repayment is dependent on the credit quality of the individual borrower. The underlying properties are generally located in Bancorps primary market area. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this loan category. The cash flows of the income producing investment properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on credit quality. In the case of owner-occupied real estate used for business purposes, a weakened economy and resultant decreased consumer and/or business spending will have an adverse effect on credit quality.
· Consumer: Loans in this category may be either secured or unsecured and repayment is dependent on the credit quality of the individual borrower and, if applicable, sale of the collateral securing the loan. Therefore, the overall health of the economy, including unemployment rates and housing prices, will have a significant effect on the credit quality in this loan category.
Bancorp has loans that were acquired in a prior 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 of loans at March 31, 2015 and December 31, 2014. Changes in the interest component of the fair value adjustment for acquired impaired loans are shown in the following table:
(in thousands) |
|
Accretable |
|
Non- |
| ||
Balance at December 31, 2013 |
|
$ |
137 |
|
$ |
369 |
|
|
|
|
|
|
| ||
Accretion |
|
(75 |
) |
(103 |
) | ||
Reclassifications from (to) non-accretable difference |
|
|
|
|
| ||
Disposals |
|
|
|
|
| ||
Balance at December 31, 2014 |
|
62 |
|
266 |
| ||
|
|
|
|
|
| ||
Accretion |
|
(14 |
) |
|
| ||
Reclassifications from (to) non-accretable difference |
|
|
|
|
| ||
Disposals |
|
|
|
|
| ||
Balance at March 31, 2015 |
|
$ |
48 |
|
$ |
266 |
|
The following tables present loans individually evaluated for impairment as of March 31, 2015 and December 31, 2014.
|
|
|
|
Unpaid |
|
|
|
Average |
| ||||
(in thousands) |
|
Recorded |
|
principal |
|
Related |
|
recorded |
| ||||
March 31, 2015 |
|
investment |
|
balance |
|
allowance |
|
investment |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Loans with no related allowance recorded |
|
|
|
|
|
|
|
|
| ||||
Commercial and industrial |
|
$ |
749 |
|
$ |
1,857 |
|
$ |
|
|
$ |
823 |
|
Construction and development, excluding undeveloped land |
|
26 |
|
151 |
|
|
|
26 |
| ||||
Undeveloped land |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Real estate mortgage |
|
|
|
|
|
|
|
|
| ||||
Commercial investment |
|
112 |
|
1,704 |
|
|
|
113 |
| ||||
Owner occupied commercial |
|
1,330 |
|
1,398 |
|
|
|
1,557 |
| ||||
1-4 family residential |
|
721 |
|
721 |
|
|
|
796 |
| ||||
Home equity - first lien |
|
|
|
|
|
|
|
|
| ||||
Home equity - junior lien |
|
109 |
|
109 |
|
|
|
73 |
| ||||
Subtotal: Real estate mortgage |
|
2,272 |
|
3,932 |
|
|
|
2,539 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Consumer |
|
|
|
|
|
|
|
|
| ||||
Subtotal |
|
$ |
3,047 |
|
$ |
5,940 |
|
$ |
|
|
$ |
3,388 |
|
|
|
|
|
|
|
|
|
|
| ||||
Loans with an allowance recorded |
|
|
|
|
|
|
|
|
| ||||
Commercial and industrial |
|
$ |
6,292 |
|
$ |
7,861 |
|
$ |
586 |
|
$ |
6,318 |
|
Construction and development, excluding undeveloped land |
|
490 |
|
490 |
|
90 |
|
490 |
| ||||
Undeveloped land |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Real estate mortgage |
|
|
|
|
|
|
|
|
| ||||
Commercial investment |
|
122 |
|
122 |
|
|
|
122 |
| ||||
Owner occupied commercial |
|
1,432 |
|
1,811 |
|
243 |
|
1,074 |
| ||||
1-4 family residential |
|
79 |
|
79 |
|
144 |
|
79 |
| ||||
Home equity - first lien |
|
|
|
|
|
|
|
|
| ||||
Home equity - junior lien |
|
|
|
|
|
|
|
|
| ||||
Subtotal: Real estate mortgage |
|
1,633 |
|
2,012 |
|
387 |
|
1,275 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Consumer |
|
74 |
|
74 |
|
74 |
|
75 |
| ||||
Subtotal |
|
$ |
8,489 |
|
$ |
10,437 |
|
$ |
1,137 |
|
$ |
8,158 |
|
|
|
|
|
|
|
|
|
|
| ||||
Total |
|
|
|
|
|
|
|
|
| ||||
Commercial and industrial |
|
$ |
7,041 |
|
$ |
9,718 |
|
$ |
586 |
|
$ |
7,141 |
|
Construction and development, excluding undeveloped land |
|
516 |
|
641 |
|
90 |
|
516 |
| ||||
Undeveloped land |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Real estate mortgage |
|
|
|
|
|
|
|
|
| ||||
Commercial investment |
|
234 |
|
1,826 |
|
|
|
235 |
| ||||
Owner occupied commercial |
|
2,762 |
|
3,209 |
|
243 |
|
2,631 |
| ||||
1-4 family residential |
|
800 |
|
800 |
|
144 |
|
875 |
| ||||
Home equity - first lien |
|
|
|
|
|
|
|
|
| ||||
Home equity - junior lien |
|
109 |
|
109 |
|
|
|
73 |
| ||||
Subtotal: Real estate mortgage |
|
3,905 |
|
5,944 |
|
387 |
|
3,814 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Consumer |
|
74 |
|
74 |
|
74 |
|
75 |
| ||||
Total |
|
$ |
11,536 |
|
$ |
16,377 |
|
$ |
1,137 |
|
$ |
11,546 |
|