UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☑ |
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. |
For the quarterly period ended September 30, 2016
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 |
(Registrant’s 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 ☑ 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 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 number of shares of the registrant’s Common Stock, no par value, outstanding as of October 27, 2016, was 22,575,981.
Stock Yards Bancorp, inc. and subsidiary
Index
Item |
Page | |
PART I – FINANCIAL INFORMATION | ||
Item 1. | Financial Statements | |
The following consolidated financial statements of Stock Yards Bancorp, Inc. and Subsidiary are submitted herewith: | ||
|
| |
|
Consolidated Balance Sheets September 30, 2016 (Unaudited) and December 31, 2015 |
3 |
|
4 | |
|
5 | |
|
6 | |
|
| |
|
Consolidated Statements of Cash Flows (Unaudited) the nine months ended September 30, 2016 and 2015 |
7 |
|
8 | |
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
42 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 61 |
Item 4. | Controls and Procedures | 61 |
PART II – OTHER INFORMATION | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 62 |
Item 6. | Exhibits | 62 |
Stock Yards Bancorp, inc. and subsidiary
Index
PART I – FINANCIAL INFORMATION
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 |
Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act |
FASB | Financial Accounting Standards Board |
FDIC | Federal Deposit Insurance Corporation |
FHA | Federal Housing Administration |
FHLB | Federal Home Loan Bank |
FHLMC | Federal Home Loan Mortgage Corporation |
FNMA | Federal National Mortgage Association |
GNMA | Government National Mortgage Association |
WM | Wealth management and trust |
LIBOR | London Interbank Offered Rate |
MSR | Mortgage Servicing Right |
OAEM | Other Assets Especially Mentioned |
OREO | Other Real Estate Owned |
PSU | Performance Stock Unit |
RSU | Restricted Stock Unit |
SAR | Stock Appreciation Right |
SEC | Securities and Exchange Commission |
TDR | Troubled Debt Restructuring |
US GAAP | United States Generally Accepted Accounting Principles |
VA | U.S. Department of Veterans Affairs |
Item 1. Financial Statements
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
September 30, 2016 (unaudited) and December 31, 2015
(In thousands, except share data)
September 30, |
December 31, |
|||||||
2016 |
2015 |
|||||||
Assets | ||||||||
Cash and due from banks |
$ | 41,533 | $ | 35,895 | ||||
Federal funds sold and interest bearing deposits |
16,360 | 67,938 | ||||||
Cash and cash equivalents |
57,893 | 103,833 | ||||||
Mortgage loans held for sale |
5,959 | 6,800 | ||||||
Securities available-for-sale (amortized cost of $533,873 in 2016 and $564,391 in 2015) |
541,681 | 565,876 | ||||||
Federal Home Loan Bank stock and other securities |
6,347 | 6,347 | ||||||
Loans |
2,222,706 | 2,033,007 | ||||||
Less allowance for loan losses |
24,369 | 22,441 | ||||||
Net loans |
2,198,337 | 2,010,566 | ||||||
Premises and equipment, net |
42,903 | 39,557 | ||||||
Bank owned life insurance |
31,653 | 30,996 | ||||||
Accrued interest receivable |
6,952 | 6,610 | ||||||
Other assets |
46,940 | 46,216 | ||||||
Total assets |
$ | 2,938,665 | $ | 2,816,801 | ||||
Liabilities and Stockholders’ Equity |
||||||||
Deposits: |
||||||||
Non-interest bearing |
$ | 680,078 | $ | 583,768 | ||||
Interest bearing |
1,710,519 | 1,787,934 | ||||||
Total deposits |
2,390,597 | 2,371,702 | ||||||
Securities sold under agreements to repurchase |
67,315 | 64,526 | ||||||
Federal funds purchased and other short-term borrowing |
76,387 | 22,477 | ||||||
Federal Home Loan Bank advances |
51,366 | 43,468 | ||||||
Accrued interest payable |
116 | 127 | ||||||
Other liabilities |
41,314 | 27,982 | ||||||
Total liabilities |
2,627,095 | 2,530,282 | ||||||
Stockholders’ equity: |
||||||||
Preferred stock, no par value. Authorized 1,000,000 shares; no shares issued or outstanding |
— | — | ||||||
Common stock, no par value. Authorized 40,000,000 shares; issued and outstanding 22,562,572 and 14,919,351 shares in 2016 and 2015, respectively |
36,068 | 10,616 | ||||||
Additional paid-in capital |
24,050 | 44,180 | ||||||
Retained earnings |
247,011 | 231,091 | ||||||
Accumulated other comprehensive income |
4,441 | 632 | ||||||
Total stockholders’ equity |
311,570 | 286,519 | ||||||
Total liabilities and stockholders’ equity |
$ | 2,938,665 | $ | 2,816,801 |
See accompanying notes to unaudited consolidated financial statements.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Income (Unaudited)
For the three and nine months ended September 30, 2016 and 2015
(In thousands, except per share data)
For three months ended |
For nine months ended |
|||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2016 |
2015 |
2016 |
2015 |
|||||||||||||
Interest income: |
||||||||||||||||
Loans |
$ | 23,436 | $ | 20,924 | $ | 67,992 | $ | 61,951 | ||||||||
Federal funds sold and interest bearing deposits |
95 | 65 | 395 | 184 | ||||||||||||
Mortgage loans held for sale |
66 | 67 | 185 | 180 | ||||||||||||
Securities – taxable |
2,047 | 1,936 | 6,325 | 5,939 | ||||||||||||
Securities – tax-exempt |
298 | 292 | 907 | 877 | ||||||||||||
Total interest income |
25,942 | 23,284 | 75,804 | 69,131 | ||||||||||||
Interest expense: |
||||||||||||||||
Deposits |
941 | 900 | 2,916 | 2,811 | ||||||||||||
Federal funds purchased and other short-term borrowing |
19 | 7 | 57 | 19 | ||||||||||||
Securities sold under agreements to repurchase |
38 | 42 | 100 | 111 | ||||||||||||
Federal Home Loan Bank advances |
184 | 254 | 552 | 694 | ||||||||||||
Total interest expense |
1,182 | 1,203 | 3,625 | 3,635 | ||||||||||||
Net interest income |
24,760 | 22,081 | 72,179 | 65,496 | ||||||||||||
Provision for loan losses |
1,250 | — | 2,500 | — | ||||||||||||
Net interest income after provision for loan losses |
23,510 | 22,081 | 69,679 | 65,496 | ||||||||||||
Non-interest income: |
||||||||||||||||
Wealth management and trust services |
4,800 | 4,373 | 14,219 | 13,576 | ||||||||||||
Service charges on deposit accounts |
2,544 | 2,342 | 6,952 | 6,621 | ||||||||||||
Bankcard transaction |
1,455 | 1,223 | 4,198 | 3,591 | ||||||||||||
Mortgage banking |
1,072 | 772 | 2,896 | 2,513 | ||||||||||||
Securities brokerage |
558 | 585 | 1,539 | 1,545 | ||||||||||||
Bank owned life insurance |
216 | 222 | 657 | 670 | ||||||||||||
Other |
713 | 468 | 1,757 | 1,361 | ||||||||||||
Total non-interest income |
11,358 | 9,985 | 32,218 | 29,877 | ||||||||||||
Non-interest expenses: |
||||||||||||||||
Salaries and employee benefits |
12,048 | 11,333 | 36,214 | 33,816 | ||||||||||||
Net occupancy |
1,646 | 1,518 | 4,716 | 4,437 | ||||||||||||
Data processing |
1,747 | 1,572 | 5,172 | 4,782 | ||||||||||||
Furniture and equipment |
277 | 282 | 853 | 789 | ||||||||||||
FDIC insurance |
356 | 318 | 1,035 | 932 | ||||||||||||
Amortization of investments in tax credit partnerships |
1,015 | 158 | 3,046 | 475 | ||||||||||||
Other |
3,429 | 3,249 | 9,215 | 9,845 | ||||||||||||
Total non-interest expenses |
20,518 | 18,430 | 60,251 | 55,076 | ||||||||||||
Income before income taxes |
14,350 | 13,636 | 41,646 | 40,297 | ||||||||||||
Income tax expense |
3,883 | 4,352 | 11,235 | 12,756 | ||||||||||||
Net income |
$ | 10,467 | $ | 9,284 | $ | 30,411 | $ | 27,541 | ||||||||
Net income per share: |
||||||||||||||||
Basic |
$ | 0.47 | $ | 0.42 | $ | 1.36 | $ | 1.25 | ||||||||
Diluted |
$ | 0.46 | $ | 0.41 | $ | 1.34 | $ | 1.23 | ||||||||
Average common shares: |
||||||||||||||||
Basic |
22,385 | 22,131 | 22,325 | 22,056 | ||||||||||||
Diluted |
22,803 | 22,479 | 22,711 | 22,410 |
See accompanying notes to unaudited consolidated financial statements.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income (Unaudited)
For the three and nine months ended September 30, 2016 and 2015
(In thousands)
Three months ended |
Nine months ended |
|||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2016 |
2015 |
2016 |
2015 |
|||||||||||||
Net income |
$ | 10,467 | $ | 9,284 | $ | 30,411 | $ | 27,541 | ||||||||
Other comprehensive income, net of tax: |
||||||||||||||||
Unrealized gains (losses) on securities available for sale: |
||||||||||||||||
Unrealized gains (losses) arising during the period (net of tax of ($616), $1,089, $2,213 and $683, respectively) |
(1,147 | ) | 2,023 | 4,110 | 1,270 | |||||||||||
Unrealized gains (losses) on hedging instruments: |
||||||||||||||||
Unrealized gains (losses) arising during the period (net of tax of $74, ($124), ($162) and ($135), respectively) |
137 | (231 | ) | (301 | ) | (250 | ) | |||||||||
Other comprehensive income (loss), net of tax |
(1,010 | ) | 1,792 | 3,809 | 1,020 | |||||||||||
Comprehensive income |
$ | 9,457 | $ | 11,076 | $ | 34,220 | $ | 28,561 |
See accompanying notes to unaudited consolidated financial statements.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)
For the nine months ended September 30, 2016 and 2015
(In thousands, except per share data)
Common stock |
Accumulated other |
|||||||||||||||||||||||
Number of |
Additional |
Retained |
comprehensive |
|||||||||||||||||||||
shares |
Amount |
paid-in capital |
earnings |
income (loss) |
Total |
|||||||||||||||||||
Balance December 31, 2014 |
14,745 | $ | 10,035 | $ | 38,191 | $ | 209,584 | $ | 2,085 | $ | 259,895 | |||||||||||||
Net income |
— | — | — | 27,541 | — | 27,541 | ||||||||||||||||||
Other comprehensive income, net of tax |
— | — | — | — | 1,020 | 1,020 | ||||||||||||||||||
Stock compensation expense |
— | — | 1,561 | — | — | 1,561 | ||||||||||||||||||
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award |
145 | 483 | 3,074 | (1,533 | ) | — | 2,024 | |||||||||||||||||
Cash dividends, $0.71 per share |
— | — | — | (10,519 | ) | — | (10,519 | ) | ||||||||||||||||
Shares cancelled |
(21 | ) | (70 | ) | (609 | ) | 105 | — | (574 | ) | ||||||||||||||
Balance September 30, 2015 |
14,869 | $ | 10,448 | $ | 42,217 | $ | 225,178 | $ | 3,105 | $ | 280,948 | |||||||||||||
Balance December 31, 2015 |
14,919 | $ | 10,616 | $ | 44,180 | $ | 231,091 | $ | 632 | $ | 286,519 | |||||||||||||
Net income |
— | — | — | 30,411 | — | 30,411 | ||||||||||||||||||
Other comprehensive income, net of tax |
— | — | — | — | 3,809 | 3,809 | ||||||||||||||||||
Stock compensation expense |
— | — | 1,646 | — | — | 1,646 | ||||||||||||||||||
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award |
159 | 527 | 3,404 | (2,903 | ) | — | 1,028 | |||||||||||||||||
3 for 2 stock split |
7,494 | 24,956 | (24,956 | ) | — | — | — | |||||||||||||||||
Cash dividends, $0.53 per share |
— | — | — | (11,843 | ) | — | (11,843 | ) | ||||||||||||||||
Shares cancelled |
(9 | ) | (31 | ) | (224 | ) | 255 | — | — | |||||||||||||||
Balance September 30, 2016 |
22,563 | $ | 36,068 | $ | 24,050 | $ | 247,011 | $ | 4,441 | $ | 311,570 |
See accompanying notes to unaudited consolidated financial statements.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows (Unaudited)
For the nine months ended September 30, 2016 and 2015
(In thousands)
2016 |
2015 |
|||||||
Operating activities: |
||||||||
Net income |
$ | 30,411 | $ | 27,541 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Provision for loan losses |
2,500 | — | ||||||
Depreciation, amortization and accretion, net |
8,016 | 5,088 | ||||||
Deferred income tax expense (benefit) |
(320 | ) | 1,326 | |||||
Gain on sales of mortgage loans held for sale |
(1,825 | ) | (1,611 | ) | ||||
Origination of mortgage loans held for sale |
(91,195 | ) | (90,997 | ) | ||||
Proceeds from sale of mortgage loans held for sale |
93,861 | 90,816 | ||||||
Bank owned life insurance income |
(657 | ) | (670 | ) | ||||
Loss on the disposal of premises and equipment |
163 | 3 | ||||||
Loss (gain) on the sale of other real estate |
(382 | ) | 153 | |||||
Stock compensation expense |
1,646 | 1,561 | ||||||
Excess tax benefits from share-based compensation arrangements |
(963 | ) | (366 | ) | ||||
Increase in accrued interest receivable and other assets |
(6,145 | ) | (1,049 | ) | ||||
Increase in accrued interest payable and other liabilities |
14,253 | 2,509 | ||||||
Net cash provided by operating activities |
49,363 | 34,304 | ||||||
Investing activities: |
||||||||
Purchases of securities available for sale |
(327,711 | ) | (203,465 | ) | ||||
Proceeds from sale of securities available for sale |
— | 5,934 | ||||||
Proceeds from maturities of securities available for sale |
355,943 | 206,734 | ||||||
Net increase in loans |
(191,793 | ) | (90,224 | ) | ||||
Purchases of premises and equipment |
(5,906 | ) | (3,136 | ) | ||||
Proceeds from disposal of premises and equipment |
53 | — | ||||||
Proceeds from sale of foreclosed assets |
1,403 | 2,332 | ||||||
Net cash used in investing activities |
(168,011 | ) | (81,825 | ) | ||||
Financing activities: |
||||||||
Net increase in deposits |
18,895 | 17,951 | ||||||
Net increase in securities sold under agreements to repurchase and federal funds purchased |
56,699 | 12,709 | ||||||
Proceeds from Federal Home Loan Bank advances |
199,000 | 78,200 | ||||||
Repayments of Federal Home Loan Bank advances |
(191,102 | ) | (71,333 | ) | ||||
Issuance of common stock for options and performance stock units |
1,599 | 1,994 | ||||||
Excess tax benefits from share-based compensation arrangements |
963 | 366 | ||||||
Common stock repurchases |
(1,534 | ) | (910 | ) | ||||
Cash dividends paid |
(11,812 | ) | (10,503 | ) | ||||
Net cash provided by financing activities |
72,708 | 28,474 | ||||||
Net decrease in cash and cash equivalents |
(45,940 | ) | (19,047 | ) | ||||
Cash and cash equivalents at beginning of period |
103,833 | 74,241 | ||||||
Cash and cash equivalents at end of period |
$ | 57,893 | $ | 55,194 | ||||
Supplemental cash flow information: |
||||||||
Income tax payments |
$ | 9,190 | $ | 10,177 | ||||
Cash paid for interest |
3,636 | 3,640 | ||||||
Supplemental non-cash activity: |
||||||||
Transfers from loans to other real estate owned |
$ | 1,522 | $ | 1,043 |
See accompanying notes to unaudited consolidated financial statements.
Stock Yards Bancorp, inc. and subsidiary
Notes to Consolidated Financial Statements (Unaudited)
(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 available-for sale securities, 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 Consolidated Financial Statements for the year ended December 31, 2015 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 and nine month periods ended September 30, 2016 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 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 reflects an allowance methodology that is driven by risk ratings, historical losses, and qualitative factors. Assumptions include many factors such as changes in borrowers’ financial condition which can occur 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. 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, 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 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.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Bancorp’s allowance calculation includes allocations to loan portfolio segments at September 30, 2016 for qualitative factors including, among other factors, economic and business conditions in each of our primary markets, 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, dependency upon the 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 uses 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. 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.
(2) |
Securities |
The amortized cost, unrealized gains and losses, and fair value of securities available-for-sale follows:
(in thousands) |
Amortized |
Unrealized |
|
|||||||||||||
September 30, 2016 |
cost |
Gains |
Losses |
Fair value | ||||||||||||
Government sponsored enterprise obligations |
$ | 316,763 | $ | 4,080 | $ | 114 | $ | 320,729 | ||||||||
Mortgage-backed securities - government agencies |
158,478 | 2,767 | 168 | 161,077 | ||||||||||||
Obligations of states and political subdivisions |
57,979 | 1,229 | 41 | 59,167 | ||||||||||||
Corporate equity securities |
653 | 55 | - | 708 | ||||||||||||
Total securities available for sale |
$ | 533,873 | $ | 8,131 | $ | 323 | $ | 541,681 | ||||||||
December 31, 2015 |
||||||||||||||||
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 consist of common stock in a publicly-traded business development company.
There were no securities classified as held to maturity as of September 30, 2016 or December 31, 2015.
No securities were sold in 2016. In 2015, Bancorp sold securities with total fair market value of $5.9 million, generating no gain or loss. These securities consisted of mortgage-backed securities with small remaining balances and agency securities. These 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.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
A summary of the available-for-sale investment securities by contractual maturity groupings as of September 30, 2016 is shown below.
(in thousands) |
|
|
||||||
Securities available-for-sale |
Amortized cost | Fair value | ||||||
Due within 1 year |
$ | 135,930 | $ | 136,043 | ||||
Due after 1 but within 5 years |
108,969 | 110,468 | ||||||
Due after 5 but within 10 years |
19,293 | 19,633 | ||||||
Due after 10 years |
110,550 | 113,752 | ||||||
Mortgage-backed securities – government agencies |
158,478 | 161,077 | ||||||
Corporate equity securities |
653 | 708 | ||||||
Total securities available-for-sale |
$ | 533,873 | $ | 541,681 |
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 $323.3 million at September 30, 2016 and $380.7 million at December 31, 2015 were pledged to secure accounts of commercial depositors in cash management accounts, public deposits, and deposits for certain wealth management and trust accounts.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
Securities with unrealized losses at September 30, 2016 and December 31, 2015, 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 |
|||||||||||||||||||
September 30, 2016 |
value |
losses |
value |
losses |
value |
losses |
||||||||||||||||||
Government sponsored enterprise obligations |
$ | 135,908 | $ | 78 | $ | 3,834 | $ | 36 | $ | 139,742 | $ | 114 | ||||||||||||
Mortgage-backed securities - government agencies |
14,945 | 36 | 10,729 | 132 | 25,674 | 168 | ||||||||||||||||||
Obligations of states and political subdivisions |
8,717 | 30 | 1,489 | 11 | 10,206 | 41 | ||||||||||||||||||
Total temporarily impaired securities |
$ | 159,570 | $ | 144 | $ | 16,052 | $ | 179 | $ | 175,622 | $ | 323 | ||||||||||||
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 |
Applicable dates for determining when securities are in an unrealized loss position are September 30, 2016 and December 31, 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.
Unrealized losses on Bancorp’s investment securities portfolio have not been recognized as an expense 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 42 and 70 separate investment positions as of September 30, 2016 and December 31, 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 September 30, 2016.
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.
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
(3) |
Loans |
Composition of loans, net of deferred fees and costs, by primary loan portfolio class follows:
(in thousands) |
September 30, 2016 |
December 31, 2015 |
||||||
Commercial and industrial |
$ | 708,508 | $ | 644,398 | ||||
Construction and development, excluding undeveloped land |
171,994 | 134,482 | ||||||
Undeveloped land |
19,993 | 21,185 | ||||||
Real estate mortgage: |
||||||||
Commercial investment |
510,128 | 436,989 | ||||||
Owner occupied commercial |
412,733 | 420,666 | ||||||
1-4 family residential |
245,229 | 226,575 | ||||||
Home equity - first lien |
54,837 | 50,115 | ||||||
Home equity - junior lien |
65,605 | 63,066 | ||||||
Subtotal: Real estate mortgage |
1,288,532 | 1,197,411 | ||||||
Consumer |
33,679 | 35,531 | ||||||
Total loans |
$ | 2,222,706 | $ | 2,033,007 |
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
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 September 30, 2016 and December 31, 2015.
(in thousands) |
Type of loan |
|||||||||||||||||||||||
September 30, 2016 |
Commercial and
industrial |
Construction and development excluding undeveloped land |
Undeveloped land |
Real estate mortgage |
Consumer |
Total |
||||||||||||||||||
Loans |
$ | 708,508 | $ | 171,994 | $ | 19,993 | $ | 1,288,532 | $ | 33,679 | $ | 2,222,706 | ||||||||||||
Loans collectively evaluated for impairment |
$ | 705,335 | $ | 171,084 | $ | 19,338 | $ | 1,284,798 | $ | 33,592 | $ | 2,214,147 | ||||||||||||
Loans individually evaluated for impairment |
$ | 3,115 | $ | 910 | $ | 655 | $ | 3,121 | $ | 87 | $ | 7,888 | ||||||||||||
Loans acquired with deteriorated credit quality |
$ | 58 | $ | - | $ | - | $ | 613 | $ | - | $ | 671 |
Commercial and industrial |
Construction and development excluding undeveloped land |
Undeveloped land |
Real estate mortgage |
Consumer |
Total |
|||||||||||||||||||
Allowance for loan losses |
||||||||||||||||||||||||
At December 31, 2015 |
$ | 8,645 | $ | 1,760 | $ | 814 | $ | 10,875 | $ | 347 | $ | 22,441 | ||||||||||||
Provision (credit) |
2,415 | 229 | (128 | ) | (131 | ) | 115 | 2,500 | ||||||||||||||||
Charge-offs |
(627 | ) | - | - | (426 | ) | (419 | ) | (1,472 | ) | ||||||||||||||
Recoveries |
252 | 21 | - | 318 | 309 | 900 | ||||||||||||||||||
At September 30, 2016 |
$ | 10,685 | $ | 2,010 | $ | 686 | $ | 10,636 | $ | 352 | $ | 24,369 | ||||||||||||
Allowance for loans collectively evaluated for impairment |
$ | 9,296 | $ | 1,865 | $ | 652 | $ | 10,483 | $ | 291 | $ | 22,587 | ||||||||||||
Allowance for loans individually evaluated for impairment |
$ | 1,389 | $ | 145 | $ | 34 | $ | 153 | $ | 61 | $ | 1,782 | ||||||||||||
Allowance for loans acquired with deteriorated credit quality |
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - |
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
(in thousands) |
Type of loan |
|||||||||||||||||||||||
December 31, 2015 |
Commercial and
industrial |
Construction and development excluding undeveloped land |
Undeveloped land |
Real estate mortgage |
Consumer |
Total |
||||||||||||||||||
Loans |
$ | 644,398 | $ | 134,482 | $ | 21,185 | $ | 1,197,411 | $ | 35,531 | $ | 2,033,007 | ||||||||||||
Loans collectively evaluated for impairment |
$ | 639,760 | $ | 134,160 | $ | 21,185 | $ | 1,192,864 | $ | 35,463 | $ | 2,023,432 | ||||||||||||
Loans individually evaluated for impairment |
$ | 4,635 | $ | - | $ | - | $ | 4,050 | $ | 68 | $ | 8,753 | ||||||||||||
Loans acquired with deteriorated credit quality |
$ | 3 | $ | 322 | $ | - | $ | 497 | $ | - | $ | 822 |
Commercial and industrial |
Construction and development excluding undeveloped land |
Undeveloped land |
Real estate 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 collectively evaluated for impairment |
$ | 8,377 | $ | 1,760 | $ | 814 | $ | 10,667 | $ | 279 | $ | 21,897 | ||||||||||||
Allowance for loans individually evaluated for impairment |
$ | 268 | $ | - | $ | - | $ | 208 | $ | 68 | $ | 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 the 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 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. 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. |
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
● |
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 the financial strength of the borrower, and can be affected by market conditions and time to sell lots at an adequate price. Credit risk is also affected by availability of permanent financing, 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 commercial real estate, repayment is dependent on financial strength of the borrower. For income-producing investment properties, repayment is dependent on financial strength of tenants in addition to 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 evidenced by increased vacancy rates, which in turn, could have an effect on credit quality. 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 stock prices, will have a significant effect on credit quality in this loan category. |
Bancorp has loans that were acquired for which there was, at acquisition, evidence of deterioration of credit quality since origination and for which it was probable 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 September 30, 2016 and December 31, 2015. Changes in the fair value adjustment for acquired impaired loans 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 discount |
- | - | ||||||
Disposals |
- | - | ||||||
Balance at December 31, 2015 |
$ | 3 | $ | 189 | ||||
Accretion |
(3 | ) | (41 | ) | ||||
Reclassifications from (to) non-accretable discount |
- | - | ||||||
Disposals |
- | - | ||||||
Balance at September 30, 2016 |
$ | - | $ | 148 |
STOCK YARDS BANCORP, INC. AND SUBSIDIARY
The following tables present loans individually evaluated for impairment as of September 30, 2016 and December 31, 2015.
(in thousands) |
Unpaid |
Average |
||||||||||||||
September 30, 2016 |
Recorded investment |
principal balance |
Related allowance |
recorded investment |
||||||||||||
Loans with no related allowance recorded: |
||||||||||||||||
Commercial and industrial |
$ | 999 | $ | 1,440 | $ | - | $ | 2,354 | ||||||||
Construction and development, excluding undeveloped land |
- | - | - | - | ||||||||||||
Undeveloped land |
149 | 149 | - | 37 | ||||||||||||
Real estate mortgage |
||||||||||||||||
Commercial investment |
94 | 94 | - | 214 | ||||||||||||
Owner occupied commercial |
1,060 | 1,497 | - | 1,434 | ||||||||||||
1-4 family residential |
920 | 920 | - | 980 | ||||||||||||
Home equity - first lien |
- | - | - | 3 | ||||||||||||
Home equity - junior lien |
559 | 559 | - | 299 | ||||||||||||
Subtotal: Real estate mortgage |
2,633 | 3,070 | - | 2,930 | ||||||||||||
Consumer |
26 | 26 | - | 22 | ||||||||||||
Subtotal |
$ | 3,807 | $ | 4,685 | $ | - | $ | 5,343 | ||||||||
Loans with an allowance recorded: |
||||||||||||||||
Commercial and industrial |
$ | 2,116 | $ | 2,590 | $ | 1,389 | $ | 1,433 | ||||||||
Construction and development, excluding undeveloped land |
910 | 910 | 145 | 228 | ||||||||||||
Undeveloped land |
506 | 506 | 34 | 127 | ||||||||||||
Real estate mortgage |
||||||||||||||||
Commercial investment |
- | - | - | - | ||||||||||||
Owner occupied commercial |
488 | 488 | 153 | 693 | ||||||||||||
1-4 family residential |
- | - | - | - | ||||||||||||
Home equity - first lien |
- | - | - | - | ||||||||||||
Home equity - junior lien |
- | - | - | - | ||||||||||||
Subtotal: Real estate mortgage |
488 | 488 | 153 | 693 | ||||||||||||