10-Q 1 sybt20160630_10q.htm FORM 10-Q sybt20160630_10q.htm Table Of Contents

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 June 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 incorporation or organization) 

 

 (I.R.S. Employer 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 July 28, 2016, was 22,513,507.

 

 

 

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 June 30, 2016 (Unaudited) and December 31, 2015 3
     
   Consolidated Statements of Income (Unaudited) for the three and six months ended June 30, 2016 and 2015 4
     
   Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2016 and 2015 5
     
   Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) for the six months ended June 30, 2016 and 2015 6
     
   Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2016 and 2015 7
     
   Notes to Consolidated Financial Statements (Unaudited) 8
     

Item 2.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations 40
     

Item 3.

 Quantitative and Qualitative Disclosures about Market Risk 58
     

Item 4.

 Controls and Procedures 58
     

PART II – OTHER INFORMATION

 
     

Item 2.

 Unregistered Sales of Equity Securities and Use of Proceeds 59
     

Item 6.

 Exhibits 59

 

 

   

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

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
   

IM&T

Investment 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

June 30, 2016 and December 31, 2015

(In thousands, except share data)

 

   

June 30,

   

December 31,

 
   

2016

   

2015

 
   

(Unaudited)

         
Assets                

Cash and due from banks

  $ 40,618     $ 35,895  

Federal funds sold

    9,616       67,938  
Cash and cash equivalents     50,234       103,833  

Mortgage loans held for sale

    6,405       6,800  
Securities available-for-sale (amortized cost of $557,735 in 2016 and $564,391 in 2015)     567,307       565,876  

Federal Home Loan Bank stock and other securities

    6,347       6,347  

Loans

    2,175,551       2,033,007  

Less allowance for loan losses

    23,141       22,441  
Net loans     2,152,410       2,010,566  

Premises and equipment, net

    42,718       39,557  

Bank owned life insurance

    31,437       30,996  

Accrued interest receivable

    6,799       6,610  

Other assets

    45,862       46,216  
Total assets   $ 2,909,519     $ 2,816,801  

Liabilities and Stockholders’ Equity

               

Deposits:

               
Non-interest bearing   $ 637,812     $ 583,768  
Interest bearing     1,712,136       1,787,934  
Total deposits     2,349,948       2,371,702  

Securities sold under agreements to repurchase

    57,437       64,526  

Federal funds purchased and other short-term borrowing

    114,154       22,477  

Federal Home Loan Bank advances

    43,002       43,468  

Accrued interest payable

    132       127  

Other liabilities

    39,795       27,982  
Total liabilities     2,604,468       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 22,510,205 and 14,919,351 shares in 2016 and 2015, respectively     35,894       10,616  
Additional paid-in capital     21,962       44,180  
Retained earnings     241,745       231,091  
Accumulated other comprehensive income     5,450       632  
Total stockholders’ equity     305,051       286,519  
Total liabilities and stockholders’ equity   $ 2,909,519     $ 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 six months ended June 30, 2016 and 2015

(In thousands, except per share data)

 

   

For three months ended

   

For six months ended

 
   

June 30,

   

June 30,

 
   

2016

   

2015

   

2016

   

2015

 
Interest income:                                

Loans

  $ 22,563     $ 20,612     $ 44,556     $ 41,027  

Federal funds sold

    111       51       300       119  

Mortgage loans held for sale

    59       74       119       113  

Securities – taxable

    2,123       1,969       4,278       4,003  

Securities – tax-exempt

    306       294       609       585  
Total interest income     25,162       23,000       49,862       45,847  
Interest expense:                                

Deposits

    979       938       1,975       1,911  

Federal funds purchased and other short-term borrowing

    23       5       38       12  

Securities sold under agreements to repurchase

    29       32       62       69  

Federal Home Loan Bank advances

    181       224       368       440  
Total interest expense     1,212       1,199       2,443       2,432  
Net interest income     23,950       21,801       47,419       43,415  
Provision for loan losses     750             1,250        
Net interest income after provision for loan losses     23,200       21,801       46,169       43,415  
Non-interest income:                                

Investment management and trust services

    4,807       4,651       9,419       9,203  

Service charges on deposit accounts

    2,262       2,199       4,408       4,279  

Bankcard transaction revenue

    1,433       1,246       2,743       2,368  

Mortgage banking revenue

    1,030       913       1,824       1,741  

Brokerage commissions and fees

    538       499       981       960  

Bank owned life insurance income

    220       226       441       448  

Other

    488       485       1,044       893  
Total non-interest income     10,778       10,219       20,860       19,892  
Non-interest expenses:                                

Salaries and employee benefits

    11,971       11,383       24,166       22,483  

Net occupancy expense

    1,546       1,450       3,070       2,919  

Data processing expense

    1,881       1,756       3,425       3,210  

Furniture and equipment expense

    291       260       576       507  

FDIC insurance expense

    351       317       679       614  

Amortization of investment in tax credit partnerships

    1,016       159       2,031       317  

Other

    3,137       3,542       5,786       6,596  
Total non-interest expenses     20,193       18,867       39,733       36,646  
Income before income taxes     13,785       13,153       27,296       26,661  
Income tax expense     3,676       4,151       7,352       8,404  
Net income     10,109       9,002       19,944       18,257  
Net income per share:                                

Basic

  $ 0.45     $ 0.41     $ 0.89     $ 0.83  

Diluted

  $ 0.45     $ 0.40     $ 0.88     $ 0.82  
Average common shares:                                

Basic

    22,336       22,065       22,295       22,018  

Diluted

    22,704       22,404       22,658       22,353  

 

See accompanying notes to unaudited consolidated financial statements.

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income (Unaudited)

For the three and six months ended June 30, 2016 and 2015

(In thousands)

 

   

Three months ended

   

Six months ended

 
   

June 30,

   

June 30,

 
   

2016

   

2015

   

2016

   

2015

 

Net income

  $ 10,109     $ 9,002     $ 19,944     $ 18,257  

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 $863, ($1,417), $2,831 and ($405), respectively)     1,603       (2,631 )     5,256       (751 )
Unrealized losses on hedging instruments:                                
Unrealized losses arising during the period (net of tax of ($53), ($1), ($236) and ($11), respectively)     (99 )     (2 )     (438 )     (21 )

Other comprehensive income (loss), net of tax

    1,504       (2,633 )     4,818       (772 )

Comprehensive income

  $ 11,613     $ 6,369     $ 24,762     $ 17,485  

 

See accompanying notes to unaudited consolidated financial statements.

  

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

For the six months ended June 30, 2016 and 2015

(In thousands, except per share data)

 

                                   

Accumulated

         
   

Common stock

                   

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

                      18,257             18,257  
                                                 

Other comprehensive loss, net of tax

                            (772 )     (772 )
                                                 

Stock compensation expense

                995                   995  
                                                 
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award     127       422       2,608       (1,507 )           1,523  
                                                 

Cash dividends, $0.31 per share

                      (6,952 )           (6,952 )
                                                 

Shares repurchased or cancelled

    (20 )     (67 )     (581 )     84             (564 )
                                                 

Balance June 30, 2015

    14,852     $ 10,390     $ 41,213     $ 219,466     $ 1,313     $ 272,382  
                                                 

Balance December 31, 2015

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

Net income

                      19,944             19,944  
                                                 
Other comprehensive income, net of tax                             4,818       4,818  
                                                 

Stock compensation expense

                1,073                   1,073  
                                                 
Stock issued for share-based awards, net of withholdings to satisfy employee tax obligations upon award     103       342       1,829       (1,689 )           482  
                                                 

3 for 2 stock split

    7,494       24,956       (24,956 )                  
                                                 

Cash dividends, $0.35 per share

                      (7,785 )           (7,785 )
                                                 

Shares repurchased or cancelled

    (6 )     (20 )     (164 )     184              
                                                 

Balance June 30, 2016

    22,510     $ 35,894     $ 21,962     $ 241,745     $ 5,450     $ 305,051  

 

See accompanying notes to unaudited consolidated financial statements.

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows (Unaudited)

For the six months ended June 30, 2016 and 2015

(In thousands)

 

   

2016

   

2015

 
Operating activities:                

Net income

  $ 19,944     $ 18,257  

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

               
Provision for loan losses     1,250        
Depreciation, amortization and accretion, net     5,292       3,374  
Deferred income tax expense     447       1,171  
Gain on sales of mortgage loans held for sale     (1,103 )     (1,133 )
Origination of mortgage loans held for sale     (57,433 )     (63,461 )
Proceeds from sale of mortgage loans held for sale     58,931       60,104  
Bank owned life insurance income     (441 )     (448 )
Gain on the disposal of premises and equipment     -       (5 )
Loss (gain) on the sale of other real estate     (443 )     165  
Stock compensation expense     1,073       995  
Excess tax benefits from share-based compensation arrangements     (520 )     (293 )
Decrease (increase) in accrued interest receivable and other assets     (5,246 )     386  
Increase (decrease) in accrued interest payable and other liabilities     12,321       (4,303 )
Net cash provided by operating activities     34,072       14,809  
Investing activities:                

Purchases of securities available for sale

    (227,714 )     (92,730 )

Proceeds from sale of securities available for sale

          5,934  

Proceeds from maturities of securities available for sale

    232,825       184,878  

Net increase in loans

    (144,605 )     (32,596 )

Purchases of premises and equipment

    (4,660 )     (2,615 )

Proceeds from sale of foreclosed assets

    1,401       1,820  
Net cash provided by (used in) investing activities     (142,753 )     64,691  
Financing activities:                

Net decrease in deposits

    (21,754 )     (51,862 )
Net increase (decrease) in securities sold under agreements to repurchase and federal funds purchased     84,588       (39,241 )

Proceeds from Federal Home Loan Bank advances

    160,000       63,200  

Repayments of Federal Home Loan Bank advances

    (160,466 )     (61,177 )

Issuance of common stock for options and performance stock units

    1,045       1,566  

Excess tax benefits from share-based compensation arrangements

    520       293  

Common stock repurchases

    (1,083 )     (900 )

Cash dividends paid

    (7,768 )     (6,944 )
Net cash provided by (used in) financing activities     55,082       (95,065 )
Net decrease in cash and cash equivalents     (53,599 )     (15,565 )
Cash and cash equivalents at beginning of period     103,833       74,241  
Cash and cash equivalents at end of period   $ 50,234     $ 58,676  
Supplemental cash flow information:                

Income tax payments

  $ 5,490     $ 6,774  

Cash paid for interest

    2,438       2,438  
Supplemental non-cash activity:                

Transfers from loans to other real estate owned

  $ 1,511     $ 232  

 

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 six month periods ended June 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 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. 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 June 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, 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. 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 follow:

  

(in thousands)

 

Amortized

   

Unrealized

   

Fair

 

June 30, 2016

  cost    

Gains

   

Losses

    value  
                                 

Government sponsored enterprise obligations

  $ 329,128     $ 4,760     $ 62     $ 333,826  

Mortgage-backed securities - government agencies

    167,512       3,331       140       170,703  

Obligations of states and political subdivisions

    60,442       1,594       15       62,021  

Corporate equity securities

    653       104       -       757  
                                 

Total securities available for sale

  $ 557,735     $ 9,789     $ 217     $ 567,307  
                                 

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 June 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 June 30, 2016 is shown below.

 

(in thousands)

 

Amortized cost

   

Fair value

 

Securities available-for-sale

               
                 

Due within 1 year

  $ 134,681     $ 134,811  

Due after 1 but within 5 years

    120,813       122,843  

Due after 5 but within 10 years

    21,231       21,724  

Due after 10 years

    112,845       116,469  

Mortgage-backed securities

    167,512       170,703  

Corporate equity securities

    653       757  

Total securities available-for-sale

  $ 557,735     $ 567,307  

  

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 $319.5 million at June 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 cash balances for certain investment management and trust accounts.

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Securities with unrealized losses at June 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

 

June 30, 2016

 

value

   

losses

   

value

   

losses

   

value

   

losses

 
                                                 

Government sponsored enterprise obligations

  $ 109,829     $ 34     $ 3,842     $ 28     $ 113,671     $ 62  

Mortgage-backed securities - government agencies

    1,343       2       18,589       138       19,932       140  

Obligations of states and political subdivisions

    2,556       8       1,338       7       3,894       15  

Total temporarily impaired securities

  $ 113,728     $ 44     $ 23,769     $ 173     $ 137,497     $ 217  
                                                 

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 June 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 23 and 70 separate investment positions as of June 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 June 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)

 

June 30, 2016

   

December 31, 2015

 

Commercial and industrial

  $ 721,956     $ 644,398  

Construction and development, excluding undeveloped land

    136,029       134,482  

Undeveloped land

    20,342       21,185  
                 

Real estate mortgage:

               

Commercial investment

    572,438       528,290  

Owner occupied commercial

    333,862       329,365  

1-4 family residential

    240,770       226,575  

Home equity - first lien

    52,360       50,115  

Home equity - junior lien

    65,999       63,066  

Subtotal: Real estate mortgage

    1,265,429       1,197,411  
                 

Consumer

    31,795       35,531  
                 

Total loans

  $ 2,175,551     $ 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 June 30, 2016 and December 31, 2015.

  

(in thousands)

 

Type of loan

         
           

Construction

                                 
           

and development

                                 
   

Commercial

   

excluding

                                 
   

and

   

undeveloped

   

Undeveloped

   

Real estate

                 

June 30, 2016

 

industrial

   

land

   

land

   

mortgage

   

Consumer

   

Total

 
                                                 

Loans

  $ 721,956     $ 136,029     $ 20,342     $ 1,265,429     $ 31,795     $ 2,175,551  
                                                 

Loans collectively evaluated for impairment

  $ 719,158     $ 135,712     $ 20,342     $ 1,261,808     $ 31,701     $ 2,168,721  

 

                                               

Loans individually evaluated for impairment

  $ 2,751     $ -     $ -     $ 3,145     $ 94     $ 5,990  

 

                                               

Loans acquired with deteriorated credit quality

  $ 47     $ 317     $ -     $ 476     $ -     $ 840  

 

           

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)

    1,602       180       46       (644 )     66       1,250  

Charge-offs

    (484 )     -       -       (361 )     (249 )     (1,094 )

Recoveries

    127       10       -       207       200       544  

At June 30, 2016

  $ 9,890     $ 1,950     $ 860     $ 10,077     $ 364     $ 23,141  
                                                 

Allowance for loans collectively evaluated for impairment

  $ 9,604     $ 1,950     $ 860     $ 10,070     $ 301     $ 22,785  
                                                 

Allowance for loans individually evaluated for impairment

  $ 286     $ -     $ -     $ 7     $ 63     $ 356  

 

                                               

Allowance for loans acquired with deteriorated credit quality

  $ -     $ -     $ -     $ -     $ -     $ -  

 

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

(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 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  

 

           

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 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 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 in the 2013 acquisition, 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 June 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 )     -  

Reclassifications from (to) non-accretable discount

    -       -  

Disposals

    -       -  

Balance at June 30, 2016

  $ -     $ 189  

 

 

    

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

The following table presents loans individually evaluated for impairment as of June 30, 2016 and December 31, 2015.

  

(in thousands)

         

Unpaid

           

Average

 
   

Recorded

   

principal

   

Related

   

recorded

 

June 30, 2016

 

investment

   

balance

   

allowance

   

investment

 
                                 

Loans with no related allowance recorded:

                               

Commercial and industrial

  $ 1,753     $ 2,321     $ -     $ 2,805  

Construction and development, excluding undeveloped land

    -       -       -       -  

Undeveloped land

    -       -       -       -  
                                 

Real estate mortgage

                               

Commercial investment

    280       280       -       254  

Owner occupied commercial

    1,241       1,678       -       1,559  

1-4 family residential

    977       977       -       999  

Home equity - first lien

    -       -       -       4  

Home equity - junior lien

    253       253       -       211  

Subtotal: Real estate mortgage

    2,751       3,188       -       3,027  
                                 

Consumer

    31       31       -       21  

Subtotal

  $ 4,535     $ 5,540     $ -     $ 5,853  
                                 

Loans with an allowance recorded:

                               

Commercial and industrial

  $ 998     $ 1,473     $ 286     $ 1,206  

Construction and development, excluding undeveloped land

    -       -       -       -  

Undeveloped land

    -       -       -       -  
                                 

Real estate mortgage

                               

Commercial investment

    -       -       -       -  

Owner occupied commercial

    394       394       7       761  

1-4 family residential

    -       -       -       -  

Home equity - first lien

    -       -       -       -  

Home equity - junior lien

    -       -       -       -  

Subtotal: Real estate mortgage

    394       394       7       761  
                                 

Consumer

    63       63       63       66  

Subtotal

  $ 1,455     $ 1,930     $ 356     $ 2,033  
                                 

Total:

                               

Commercial and industrial

  $ 2,751     $ 3,794     $ 286     $ 4,011  

Construction and development, excluding undeveloped land

    -       -       -       -  

Undeveloped land

    -       -       -       -  
                                 

Real estate mortgage

    -       -       -       -  

Commercial investment

    280       280       -       254  

Owner occupied commercial

    1,635       2,072       7       2,320  

1-4 family residential

    977       977       -       999  

Home equity - first lien

    -       -       -       4  

Home equity - junior lien

    253       253       -       211  

Subtotal: Real estate mortgage

    3,145       3,582       7       3,788  
                                 

Consumer

    94       94       63       87  

Total

  $ 5,990     $ 7,470     $ 356     $ 7,886  

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

(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  

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

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.

 

Impaired loans include non-accrual loans and accruing loans accounted for as troubled debt restructurings (TDR), 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. Bancorp had loans past due more than 90 days and still accruing interest totaling $410 thousand at June 30, 2016, compared with $176 thousand at December 31, 2015.

 

The following table presents the recorded investment in non-accrual loans as of June 30, 2016 and December 31, 2015.

 

(in thousands)

 

June 30, 2016

   

December 31, 2015

 
                 

Commercial and industrial

  $ 1,794     $ 3,643  

Construction and development, excluding undeveloped land

    -       -  

Undeveloped land

    -       -  
                 

Real estate mortgage

               

Commercial investment

    280       278  

Owner occupied commercial

    1,635       2,761  

1-4 family residential

    977       906  

Home equity - first lien

    -       13  

Home equity - junior lien

    253       92  

Subtotal: Real estate mortgage

    3,145       4,050  
                 

Consumer

    31       -  
                 

Total

  $ 4,970     $ 7,693  


At June 30, 2016 and December 31, 2015, Bancorp had $1.0 million and $1.1 million of accruing loans classified as TDR, respectively. Bancorp did not modify and classify any additional loans as TDR during the three or six month periods ended June 30, 2016 or 2015.

 

Bancorp did not have any loans accounted for as TDR that were restructured and experienced a subsequent payment default during the three and twelve month periods ended June 30, 2016 or 2015. Loans accounted for as TDR include modifications from original terms such as those due to bankruptcy proceedings, certain modifications of amortization periods or extended suspension of principal payments due to customer financial difficulties. Loans accounted for as TDR, which have not defaulted, are individually evaluated for impairment and, at June 30, 2016, had a total allowance allocation of $319 thousand, compared with $177 thousand at December 31, 2015.

 

At June 30, 2016 and December 31, 2015, Bancorp did not have any outstanding commitments to lend additional funds to borrowers whose loans have been modified as TDR.

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

The following table presents the aging of the recorded investment in loans as of June 30, 2016 and December 31, 2015.

  

                    90 or more                            

Recorded

 

(in thousands)

                 

days past

                           

investment

 
                   

due

                           

> 90 days

 
   

30-59 days

   

60-89 days

   

 (includes)

   

Total

           

Total

   

and

 

June 30, 2016

 

past due

   

past due

   

non-accrual)

   

past due

   

Current

   

loans

   

accruing

 
                                                         

Commercial and industrial

  $ 587     $ 96     $ 1,794     $ 2,477     $ 719,479     $ 721,956     $ -  

Construction and development, excluding undeveloped land

    -       -       -       -       136,029       136,029       -  

Undeveloped land

    -       -       -       -       20,342       20,342       -  
                                                         

Real estate mortgage

                                                       

Commercial investment

    -       200       420       620       571,818       572,438       140  

Owner occupied commercial

    1,367       734       1,836       3,937       329,925       333,862       201  

1-4 family residential

    1,428       227       1,046       2,701       238,069       240,770       69  

Home equity - first lien

    78       25       -       103       52,257       52,360       -  

Home equity - junior lien

    79       259       253       591       65,408       65,999       -  

Subtotal: Real estate mortgage

    2,952       1,445       3,555       7,952       1,257,477       1,265,429       410  
                                                         

Consumer

    -       -       31       31       31,764       31,795       -  
                                                         

Total

  $ 3,539     $ 1,541     $ 5,380     $ 10,460     $ 2,165,091     $ 2,175,551     $ 410  
                                                         

December 31, 2015

                                                       
                                                         

Commercial and industrial

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

Construction and development, excluding undeveloped land

    -       -       -       -       134,482       134,482       -  

Undeveloped land

    -       -       -       -       21,185       21,185       -  
                                                         

Real estate mortgage

                                                       

Commercial investment

    290       140       278       708       527,582       528,290       -  

Owner occupied commercial

    -       -       2,761       2,761       326,604       329,365       -  

1-4 family residential

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

Home equity - first lien

    35       51       13       99       50,016       50,115       -  

Home equity -  junior lien

    285       173       92       550       62,516       63,066       -  

Subtotal: Real estate mortgage

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

Consumer

    343       8       -       351       35,180       35,531       -  
                                                         

Total

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

   

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

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 included 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 potential weaknesses that deserve 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 a well-defined weakness or weaknesses that 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 all the characteristics of substandard loans and have been placed on non-accrual status or have been accounted for as troubled debt restructurings. Loans are placed on non-accrual 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.

  

 

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

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

As of June 30, 2016 and December 31, 2015, the internally assigned risk grades of loans by category were as follows:

  

(in thousands)

                         

Substandard

           

Total

 

June 30, 2016

 

Pass

   

OAEM

   

Substandard

   

non-performing

   

Doubtful

   

loans

 
                                                 

Commercial and industrial

  $ 693,830     $ 18,929     $ 6,446     $ 2,751     $ -     $ 721,956  

Construction and development, excluding undeveloped land

    134,823       -       1,206       -       -       136,029  

Undeveloped land

    19,681       -       661       -       -       20,342  
                                                 

Real estate mortgage

                                               

Commercial investment

    570,100       1,918       -       420       -       572,438  

Owner occupied commercial

    321,684       8,452       1,890       1,836       -       333,862  

1-4 family residential

    239,429       295       -       1,046       -       240,770  

Home equity - first lien

    52,360       -       -       -       -       52,360  

Home equity - junior lien

    65,696       50       -       253       -       65,999  

Subtotal: Real estate mortgage

    1,249,269       10,715       1,890       3,555       -       1,265,429  
                                                 

Consumer

    31,701       -       -       94       -       31,795  
                                                 

Total

  $ 2,129,304     $ 29,644     $ 10,203     $ 6,400     $ -     $ 2,175,551  
                                                 
                                                 

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

    525,829       2,183       -       278       -       528,290  

Owner occupied commercial

    306,056       17,135       3,413       2,761       -       329,365  

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  

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

(4)

Securities Sold Under Agreements to Repurchase

 

Securities sold under agreements to repurchase, which represent excess funds from commercial customers as part of a cash management service, totaled $57.4 million and $64.5 million at June 30, 2016 and December 31, 2015, respectively. Bancorp enters into sales of securities under agreement to repurchase at a specified future date. At June 30, 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 under the control of Bancorp.

 

(5)

Federal Home Loan Bank Advances

 

Bancorp had outstanding borrowings totaling of $43.0 million and $43.5 million at June 30, 2016 and December 31, 2015, respectively, via 12 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 $13.0 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)

 

June 30, 2016

   

December 31, 2015

 

Year

 

Advance

   

Fixed Rate

   

Advance

   

Fixed Rate

 

2016

  $ 30,000       0.67

%

  $ 30,000       0.55

%

2020

    1,814       2.23       1,838       2.23  

2021

    394       2.12       429       2.12  

2024

    2,764       2.36       2,865       2.36  

2025

    6,705       2.44       6,991       2.44  

2028

    1,325       1.48       1,345       1.48  
                                 

Total

  $ 43,002       1.16

%

  $ 43,468       1.09

%

 

In addition to the fixed-rate advances listed above, Bancorp had a $60 million cash management advance from the FHLB. This advance matured in the first week of July and was utilized to manage Bancorp’s overall cash position. Due to the short nature of the advance, it was recorded within Federal fund purchased and other short-term borrowings.

 

Advances from the FHLB are collateralized by certain commercial and residential real estate mortgage loans totaling $627.7 million under a blanket mortgage collateral agreement and FHLB stock. Bancorp believes these borrowings to be an effective alternative to higher cost time deposits to manage interest rate risk associated with long-term fixed rate loans. At June 30, 2016, the amount of available credit from the FHLB totaled $306.9 million.

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

(6)

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 six months ended June 30, 2016 and 2015.

 

   

Net unrealized

   

Net unrealized

   

Minimum

         
   

gains on

   

gains (losses)

   

pension

         
   

securities

   

on cash

   

liability

         

(in thousands)

 

available-for-sale

   

flow hedges

   

adjustment

   

Total

 
                                 

Balance at December 31, 2014

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

Net current period other comprehensive loss

    (751 )     (21 )     -       (772 )

Balance at June 30, 2015

  $ 1,705     $ (5 )   $ (387 )   $ 1,313  
                                 

Balance at December 31, 2015

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

Net current period other comprehensive income (loss)

    5,256       (438 )     -       4,818  

Balance at June 30, 2016

  $ 6,221     $ (498 )   $ (273 )   $ 5,450  

  

(7)

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 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 the first six months of 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 and monitoring procedures, and does not expect any counterparties to fail their obligations.

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

At June 30, 2016 and December 31, 2015, Bancorp had outstanding undesignated interest rate swap contracts as follows:

  

(dollar amounts in thousands)

 

Receiving

   

Paying

 
   

June 30,

   

December 31,

   

June 30,

   

December 31,

 
   

2016

   

2015

   

2016

   

2015

 

Notional amount

  $ 25,657     $ 10,788     $ 25,657     $ 10,788  

Weighted average maturity (years)

    7.4       6.9       7.4       6.9  

Fair value

  $ (1,282 )   $ (461 )   $ 1,282     $ 461  

 

In 2013, 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, 2013 and ends December 6, 2016. 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, the rolling fixed rate advances are considered to be floating rate liabilities. The 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 June 30, 2016 and December 31, 2015.

  

(dollars in thousands)

                               
                              Fair value  

Notional

 

Maturity

 

Receive (variable)

 

Pay fixed

   

Fair value

   

December 31,

 

amount

 

date

 

index

 

swap rate

   

June 30, 2016

   

 2015

 
$ 10,000  

12/6/2016

 

US 3 Month LIBOR

    0.72 %   $ -     $ 8  
  20,000  

12/6/2020

 

US 3 Month LIBOR

    1.79 %     (766 )     (101 )
$ 30,000             1.43 %   $ (766 )   $ (93 )

   

(8)

Goodwill and Intangible Assets

 

US GAAP requires that goodwill and intangible assets with indefinite useful lives not be amortized, but instead be tested for impairment at least annually. Annual evaluations have resulted in no indication of impairment. Bancorp currently has goodwill in the amount of $682 thousand from the 1996 acquisition of an Indiana bank. This goodwill is assigned to the commercial banking segment of Bancorp.

 

Bancorp recorded a core deposit intangible totaling $2.5 million as a result of its 2013 acquisition of THE BANCorp, Inc. This intangible is being amortized over the expected life of the underlying deposits to which the intangible is attributable. At June 30, 2016, the unamortized core deposit intangible was $1.5 million.

 

Mortgage servicing rights (MSRs) are initially recognized at fair value when mortgage loans are sold with servicing retained. The 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 carrying value to fair value. Estimated fair values of MSRs at June 30, 2016 and December 31, 2015 were $2.4 million and $3.1 million, respectively. Total outstanding principal balances of loans serviced for others were $388.7 million and $410.8 million at June 30, 2016, and December 31, 2015, respectively.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Changes in the net carrying amount of MSRs for the six months ended June 30, 2016 and 2015 are shown in the following table:

  

   

For six months

 
   

ended June 30,

 

(in thousands)

 

2016

   

2015

 

Balance at beginning of period

  $ 1,018     $ 1,131  

Additions for mortgage loans sold

    70       216  

Amortization

    (118 )     (370 )

Balance at June 30

  $ 970     $ 977  

 

(9)

Defined Benefit Retirement Plan

 

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 benefits to participants. Benefits vest based on 25 years of service. The retired officer and one current officer are fully vested, and one current officer will be fully vested in 2017. Actuarially determined pension costs are expensed and accrued over the service period, and benefits are paid from Bancorp’s assets. Net periodic benefits costs, which include interest cost and amortization of net losses, totaled $34 thousand and $36 thousand, for the three months ended June 30, 2016 and 2015, respectively. For the six months ended June 30, 2016 and 2015, the net periodic benefit costs totaled $67 thousand and $71 thousand, respectively.

 

(10)

Commitments and Contingent Liabilities

 

As of June 30, 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 $628.6 million including standby letters of credit of $11.6 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 as long as collateral is available and there is no 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 June 30, 2016, Bancorp has accrued $387 thousand in other liabilities for inherent risks related to unfunded credit commitments.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

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.

 

Also, as of June 30, 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.

 

(11)

Preferred Stock

 

Bancorp has a class of preferred stock (no par value; 1,000,000 shares authorized), the relative rights, preferences and other terms of which 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.

 

(12)

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.

 

(13)

Stock-Based Compensation

 

The fair value of all 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 June 30, 2016, there were 167,848 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 2016, forfeitable dividends are deferred until shares are vested.

 

Grants of performance stock units (“PSUs”) vest based upon service and a single three-year performance period 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. For 2015 and 2016, the fair value of such grants incorporates a liquidity discount of 4.80% and 4.50%, respectively, related to the holding period.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

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, within salaries and employee benefits for employees, and within other non-interest expense for directors, in the consolidated statements of income as follows:

  

   

For three months ended

   

For six months ended

 
   

June 30,

   

June 30,

 

(in thousands)

 

2016

   

2015

   

2016

   

2015

 

Stock-based compensation expense before income taxes

  $ 560     $ 494     $ 1,073     $ 995  

Less: deferred tax benefit

    (196 )     (173 )     (376 )     (348 )

Reduction of net income

  $ 364     $ 321     $ 697     $ 647  

 

Bancorp expects to record an additional $1.1 million of stock-based compensation expense in 2016 for equity grants outstanding as of June 30, 2016. As of June 30, 2016, Bancorp has $4.8 million of unrecognized stock-based compensation expense that is expected to be recorded as compensation expense over the next five years as awards vest. Bancorp received cash of $1.0 million and $1.6 million from the exercise of options during the first six months of 2016 and 2015, 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:

 

   

2016

   

2015

 
                 

Dividend yield

    2.94 %     2.97 %

Expected volatility

    19.31 %     22.81 %

Risk free interest rate

    1.70 %     1.91 %

Expected life of SARs (in years)

    7.3       7.5  

  

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 options. The expected life of SARs is based on actual experience of past like-term SARs. Bancorp evaluates historical exercise and post-vesting termination behavior when determining the expected life.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

A summary of stock option and SARs activity and related information for the six months ended June 30, 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, 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  
                                                   

Granted

    87       25.76         25.76       216       3.56          

Exercised

    (83 )   14.02 - 17.89       17.08       785       3.96          

Forfeited

    (1 )   15.24 - 15.84       15.47       8       2.90          
                                                   

At June 30, 2016

                                                 

Vested and exercisable

    664     14.02 - 22.96       15.82       8,238       3.29       3.9  

Unvested

    260     15.24 - 25.76       21.48       1,756       3.43       8.3  

Total outstanding

    924     14.02 - 25.76       17.41     $ 9,994       3.33       5.1  
                                                   

Vested year-to-date

    92     15.24 - 22.96       17.44     $ 990       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.

 

A summary of restricted common stock activity for the periods ending December 31, 2015 and June 30, 2016, is outlined in the following table:

 

           

Grant date

 
           

weighted-

 
   

Number

   

average cost

 

Unvested at December 31, 2014

    171,139     $ 16.63  

Shares awarded

    52,898       22.99  

Restrictions lapsed and shares released to employees

    (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

    (48,290 )     17.91  

Shares forfeited

    (8,596 )     20.64  

Unvested at June 30, 2016

    150,094     $ 21.55  

  

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

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.

  

   

Vesting

           

Expected

 

Grant

 

period

   

Fair

   

shares to

 

year

 

in years

   

value

   

be awarded

 

2014

    3     $ 17.61       50,024  

2015

    3       20.02       31,887  

2016

    3       22.61       27,663  

 

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, leaving 7,126 RSUs outstanding with a grant date fair value of $175 thousand.

   

(14)

Net Income Per Share

 

The following table reflects, for the three and six months ended June 30, 2016 and 2015, net income (numerator) and average shares outstanding (denominator) for basic and diluted net income per share computations:

  

   

Three months ended

   

Six months ended

 

(In thousands, except per share data)

 

June 30,

   

June 30,

 
   

2016

   

2015

   

2016

   

2015

 

Net income

  $ 10,109     $ 9,002     $ 19,944     $ 18,257  

Average shares outstanding

    22,336       22,065       22,295       22,018  

Dilutive securities

    368       339       363       335  
                                 
Average shares outstanding including dilutive securities including dilutive securities     22,704       22,404       22,658       22,353  
                                 

Net income per share, basic

  $ 0.45     $ 0.41     $ 0.89     $ 0.83  

Net income per share, diluted

  $ 0.45     $ 0.40     $ 0.88     $ 0.82  

 

(15)

Segments

 

Bancorp’s principal activities include commercial banking and investment management and trust. Commercial banking provides a full range of loan and deposit products to individual consumers and businesses. Commercial banking also includes Bancorp’s mortgage origination and securities brokerage activity. Investment management and trust provides wealth management services including 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 performance of 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.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Selected financial information by business segment for the three and six month periods ended June 30, 2016 and 2015 follows:

  

           

Investment

         
   

Commercial

   

management

         

(in thousands)

 

banking

   

and trust

   

Total

 

Three months ended June 30, 2016

                       

Net interest income

  $ 23,888     $ 62     $ 23,950  

Provision for loan losses

    750       -       750  

Investment management and trust services

    -       4,807       4,807  

All other non-interest income

    5,971       -       5,971  

Non-interest expense

    17,297       2,896       20,193  

Income before income taxes

    11,812       1,973       13,785  

Tax expense

    2,971       705       3,676  

Net income

  $ 8,841     $ 1,268     $ 10,109  
                         

Three months ended June 30, 2015

                       

Net interest income

  $ 21,756     $ 45     $ 21,801  

Provision (credit) for loan losses

    -       -       -  

Investment management and trust services

    -       4,651       4,651  

All other non-interest income

    5,568       -       5,568  

Non-interest expense

    16,015       2,852       18,867  

Income before income taxes

    11,309       1,844       13,153  

Tax expense

    3,495       656       4,151  

Net income

  $ 7,814     $ 1,188     $ 9,002  

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

           

Investment

         
   

Commercial

   

management

         

(in thousands)

 

banking

   

and trust

   

Total

 

Six months ended June 30, 2016

                       

Net interest income

  $ 47,295     $ 124     $ 47,419  

Provision for loan losses

    1,250       -       1,250  

Investment management and trust services

    -       9,419       9,419  

All other non-interest income

    11,441       -       11,441  

Non-interest expense

    34,192       5,541       39,733  

Income before income taxes

    23,294       4,002       27,296  

Tax expense

    5,922       1,430       7,352  

Net income

  $ 17,372     $ 2,572     $ 19,944  
                         

Six months ended June 30, 2015

                       

Net interest income

  $ 43,316     $ 99     $ 43,415  

Provision (credit) for loan losses

    -       -       -  

Investment management and trust services

    -       9,203       9,203  

All other non-interest income

    10,689       -       10,689  

Non-interest expense

    31,206       5,440       36,646  

Income before income taxes

    22,799       3,862       26,661  

Tax expense

    7,029       1,375       8,404  

Net income

  $ 15,770     $ 2,487     $ 18,257  

 

(16)

Income Taxes

 

Components of income tax expense from operations were as follows:

  

   

Three months ended June 30,

   

Six months ended June 30,

 

(in thousands)

 

2016

   

2015

   

2016

   

2015

 

Current tax expense

                               

Federal

  $ 4,222     $ 3,884     $ 6,595     $ 6,960  

State

    186       186       310       273  

Total current tax expense

    4,408       4,070       6,905       7,233  
                                 

Deferred tax expense

                               

Federal

    (711 )     109       390       1,093  

State

    (21 )     (28 )     57       78  

Total deferred tax expense (benefit)

    (732 )     81       447       1,171  

Total income tax expense

  $ 3,676     $ 4,151     $ 7,352     $ 8,404  

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

An analysis of the difference between statutory and effective tax rates for the six months ended June 30, 2016 and 2015 follows:

  

   

Six months ended June 30,

 
   

2016

   

2015

 

U.S. federal statutory tax rate

    35.0

%

    35.0

%

Tax exempt interest income

    (1.3 )     (1.4 )

Tax credits

    (9.5 )     (2.5 )

Cash surrender value of life insurance

    (0.9 )     (0.9 )

State income taxes, net of federal benefit

    0.9       0.9  

Other, net

    2.7       0.4  

Effective tax rate

    26.9

%

    31.5

%

 

State income tax expense represents tax owed in Indiana. Kentucky and Ohio state bank taxes are based on capital levels, and are recorded as other non-interest expense.

 

US GAAP provides guidance on financial statement recognition and measurement of tax positions taken, or expected to be taken, in tax returns. As of June 30, 2016 and December 31, 2015, the gross amount of unrecognized tax benefits, including penalties and interest, was $48 thousand and $42 thousand, respectively. 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.

 

(17)

Assets and Liabilities Measured and Reported at Fair Value

 

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. 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 the markets in which the assets and liabilities trade and the 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 internal 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.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Authoritative guidance requires maximum use of observable inputs and minimum 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 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.

 

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

  

(in thousands)

 

Fair value at June 30, 2016

 

Assets

 

Total

   

Level 1

   

Level 2

   

Level 3

 

Investment securities available-for-sale

                               

Government sponsored enterprise obligations

  $ 333,826     $ -     $ 333,826     $ -  

Mortgage-backed securities - government agencies

    170,703       -       170,703       -  

Obligations of states and political subdivisions

    62,021       -       62,021       -  

Corporate equity securities

    757       757       -       -  
                                 

Total investment securities available-for-sale

    567,307       757       566,550       -  
                                 

Interest rate swaps

    1,282       -       1,282       -  
                                 

Total assets

  $ 568,589     $ 757     $ 567,832     $ -  
                                 

Liabilities

                               
                                 

Interest rate swaps

  $ 2,048     $ -     $ 2,048     $ -  

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

(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 June 30, 2016 or December 31, 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 June 30, 2016 and December 31, 2015 there was no valuation allowance for the mortgage servicing rights, as the fair value exceeded the cost. Accordingly, the MSRs are not included in either table below for June 30, 2016 or December 31, 2015. See Note 8 for more information regarding MSRs.

 

For impaired loans in the table below, the 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 the 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 June 30, 2016, total impaired loans with a valuation allowance were $1.5 million, and the specific allowance totaled $356 thousand, resulting in a fair value of $1.1 million, compared with 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.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

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 June 30, 2016 and December 31, 2015, carrying value of all other real estate owned was $5.1 million and $4.5 million, respectively.

 

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

  

(in thousands)

 

Fair value at June 30, 2016

   

Losses for 6 month

 
                                   

period ended

 
   

Total

   

Level 1

   

Level 2

   

Level 3

   

June 30, 2016

 

Impaired loans

  $ 1,099     $ -     $ -     $ 1,099     $ (173 )

Other real estate owned

    4,353       -       -       4,353       -  
                                         

Total

  $ 5,452     $ -     $ -     $ 5,452     $ (173 )

 

(in thousands)

 

Fair value at December 31, 2015

   

Losses for 6 month

 
                                   

period ended

 
   

Total

   

Level 1

   

Level 2

   

Level 3

   

June 30, 2015

 

Impaired loans

  $ 2,058     $ -     $ -     $ 2,058     $ (2,524 )

Other real estate owned

    3,782       -       -       3,782       (175 )
                                         

Total

  $ 5,840     $ -     $ -     $ 5,840     $ (2,699 )

 

For the securities portfolio, Bancorp monitors the valuation technique utilized by pricing agencies to ascertain when transfers between levels have occurred. The nature of other assets and liabilities measured at fair value is such that transfers in and out of any level are expected to be rare. For the three months ended June 30, 2016, 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 June 30, 2016, the significant unobservable inputs used in the fair value measurements are presented below.

 

             

Significant

 

Weighted

 
   

Fair

 

Valuation

 

unobservable

 

average of

 

(Dollars in thousands)

 

Value

 

technique

 

input

 

input

 
                       

Impaired loans - collateral dependent

  $ 1,099  

Appraisal

 

Appraisal discounts (%)

    10.1

%

Other real estate owned

    4,353  

Appraisal

 

Appraisal discounts

    19.3  

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

(18)

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

                                 

June 30, 2016

 

amount

   

Fair value

   

Level 1

   

Level 2

   

Level 3

 
                                         

Financial assets

                                       

Cash and short-term investments

  $ 50,234     $ 50,234     $ 50,234     $ -     $ -  

Mortgage loans held for sale

    6,405       7,054       -       7,054       -  

Federal Home Loan Bank stock and other securities

    6,347       6,347       -       6,347       -  

Loans, net

    2,152,410       2,189,877       -       -       2,189,877  

Accrued interest receivable

    6,799       6,799       6,799       -       -  
                                         

Financial liabilities

                                       

Deposits

    2,349,948       2,350,358       -       -       2,350,358  

Short-term borrowings

    171,591       171,591       -       171,591       -  

FHLB advances

    43,002       44,700       -       44,700       -  

Accrued interest payable

    132       132       132       -       -  

 

(in thousands)

 

Carrying

                                 

December 31, 2015

 

amount

   

Fair value

   

Level 1

   

Level 2

   

Level 3

 
                                         

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.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

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 creditworthiness of 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 loss experience, 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.

 

 

   

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

(19)

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 include new minimum risk-based capital and leverage ratios. Bancorp and the Bank met all capital requirements to which they were subject as of June 30, 2016.

 

The following table sets forth consolidated Bancorp’s and the Bank’s risk based capital amounts and ratios as of June 30, 2016 and December 31, 2015.

 

(Dollars in thousands)

 

Actual

   

Minimum for adequately capitalized

   

Minimum for well capitalized

 

June 30, 2016

 

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 
                                                 

Total risk-based capital (1)

                                               

Consolidated

  $ 321,916       13.01

%

  $ 197,950       8.00

%

 

NA

   

NA

 

Bank

    311,600       12.62       197,528       8.00     $ 246,910       10.00

%

                                                 

Common equity tier 1 risk-based capital

                                               

Consolidated

    298,341       12.06       111,321       4.50    

NA

   

NA

 

Bank

    288,025       11.66       111,159       4.50       148,212       6.00  
                                                 

Tier 1 risk-based capital (1)

                                               

Consolidated

    298,341       12.06       148,428       6.00    

NA

   

NA

 

Bank

    288,025       11.66       148,212       6.00       148,212       6.00  
                                                 

Leverage (2)

                                               

Consolidated

    298,341       10.46       114,088       4.00    

NA

   

NA

 

Bank

    288,025       10.10       114,069       4.00       142,587       5.00  

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

(Dollars in thousands)

 

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

                                               

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 (2)

                                               

Consolidated

    284,793       10.53       108,183       4.00    

NA

   

NA

 

Bank

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

 

 

(1)

Ratio is computed in relation to risk-weighted assets.

 

(2)

Ratio is computed in relation to average assets.     

 

NA

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

  

 

   

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Item 2.      Management’s Discussion and Analysis of Financial Condition and Results of Operations

 
This item discusses the results of operations for Stock Yards Bancorp, Inc. (“Bancorp” or “Company”), and its subsidiary, Stock Yards Bank & Trust Company (“Bank”) for the three and six months ended June 30, 2016 and compares these periods with the same periods of the previous year. Unless otherwise indicated, all references in this discussion to the Bank include Bancorp. In addition, the discussion describes the significant changes in the financial condition of Bancorp and the Bank that have occurred during the first six months of 2016 compared with same periods in the year ended December 31, 2015. This discussion should be read in conjunction with the consolidated financial statements and accompanying notes presented in Part 1, Item 1 of this report.

 

This report contains forward-looking statements under the Private Securities Litigation Reform Act that involve risks and uncertainties. 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 the following: economic conditions both generally and more specifically in markets in which Bancorp and the Bank 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, results of operations, or financial condition of Bancorp’s customers; and other risks detailed in Bancorp’s filings with the Securities and Exchange Commission, all of which are difficult to predict and many of which are beyond the control of Bancorp.

 

Overview of 2016 through June 30

 

Bancorp completed the first six months of 2016 with net income of $19.9 million or 9.2% more than the comparable period of 2015. The increase is due to higher net interest income and non-interest income. These increases were partially offset by higher non-interest expenses and higher provision for loan losses. Diluted earnings per share for the first six months of 2016 were $0.88, compared with the first six months of 2015 at $0.82. Bancorp's performance for the first half of 2016 reflected several positive factors, including:

 

 

Strong organic net loan growth, accelerating from the pace set over the past two years;

 

 

Continued high credit quality;

 

 

Diverse sources of fee income contributing to revenue growth; and

 

 

Solid returns on average assets and equity of 1.41% and 13.52%, respectively.

 

As is the case with most banks, Bancorp’s primary revenue source 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 competition, new business acquisition efforts and economic factors including market interest rates, business spending, consumer confidence and competitive conditions within the marketplace.

 

Net interest income increased $4.0 million, or 9.2%, for the first six months of 2016, compared with the same period in 2015. The positive effects of increased volumes on earning assets and lower costs on time deposits were partially offset by the negative effect of declining interest rates earned. Net interest margin declined to 3.58% for the first six months of 2016, compared with 3.73% for the same period of 2015.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

In response to assessment of risk in the loan portfolio, including net loan growth, Bancorp recorded a $1.25 million provision for loan losses in the first six months of 2016, compared with no provision in the first six months of 2015. 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.

 

Total non-interest income in the first six months of 2016 increased $968 thousand, or 4.9%, compared with the same period in 2015, and comprised 31% of total revenues. Bancorp experienced increases in virtually all areas of non-interest income.

 

Total non-interest expense in the first six months of 2016 increased $3.1 million, or 8.4%, compared with the same period in 2015, largely due to increases in salaries and benefits and higher amortization expense of investments in tax credit partnerships. These expenses were partially offset by gains on sales of foreclosed assets and lower other non-interest expenses. Bancorp's efficiency ratio in the first six months of 2016 was 57.8% compared to 57.5% in the same period in 2015. Excluding amortization of the investments in tax credit partnerships, the adjusted efficiency ratio, a non-GAAP measure, would have been 54.9% and 57.0% for the first half of 2016 and 2015, respectively. See the Non-GAAP Financial Measures section for details on reconcilement to US GAAP measures.

 

Bancorp’s effective tax rate decreased to 26.9% in 2016 from 31.5% in 2015. The decrease in the effective tax rate from 2015 to 2016 is largely the result of higher tax credits in 2016.

 

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. The ratio of tangible common equity to total tangible assets was 10.42% as of June 30, 2016, compared with 10.10% at December 31, 2015. See the Non-GAAP Financial Measures section for details on reconcilement to US GAAP measures.

 

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 dividend.

 

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

 

a)

Results Of Operations

 

Record net income of $10.1 million for the three months ended June 30, 2016 increased $1.1 million, or 12.3%, from $9.0 million for the comparable 2015 period. Basic net income per share was $0.45 for the second quarter of 2016, an increase of 9.8% from the $0.41 for the second quarter of 2015. Net income per share on a diluted basis was $0.45 for the second quarter of 2016, an increase of 12.5% from the $0.40 for the same period in 2015. Bancorp recorded a $750 thousand provision for loan losses in the second quarter of 2016, compared with no provision in the same period of 2015. See Note 14 for additional information related to net income per share.

 

Annualized return on average assets and annualized return on average stockholders’ equity were 1.42% and 13.53%, respectively, for the second quarter of 2016, compared with 1.45% and 13.30%, respectively, for the same period in 2015.

 

Net income of $19.9 million for the six months ended June 30, 2016 increased $1.7 million, or 9.2%, from $18.3 million for the comparable 2015 period. Basic net income per share was $0.89 for the first six months of 2016, an increase of 7.2% from the $0.83 for the first six months of 2015. Net income per share on a diluted basis was $0.88 for the first six months of 2016, an increase of 7.3% from the $0.82 for the first six months of 2015. Bancorp recorded a $1.25 million provision for loan losses in the first six months of 2016, compared with no provision in the same period of 2015.

 

Annualized return on average assets and annualized return on average stockholders’ equity were 1.41% and 13.52%, respectively, for the first six months of 2016, compared with 1.47% and 13.73%, respectively, for the same period in 2015.

 

Net Interest Income

 

The following tables present the average balance sheets for the three and six month periods ended June 30, 2016 and 2015 along with the related calculation of tax-equivalent net interest income, net interest margin and net interest spread for the related periods. See the notes following the tables for further explanation.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Average Balances and Interest Rates – Taxable Equivalent Basis

 

   

Three months ended June 30

 
   

2016

   

2015

 
   

Average

           

Average

   

Average

           

Average

 
(Dollars in thousands)  

balances

   

Interest

   

rate

   

balances

   

Interest

   

rate

 
Earning assets:                                                

Federal funds sold

  $ 85,914     $ 111       0.52

%

  $ 56,671     $ 51       0.36

%

Mortgage loans held for sale

    5,432       59       4.37       7,701       74       3.85  

Securities:

                                               
Taxable     413,536       2,060       2.00       347,249       1,907       2.20  
Tax-exempt     61,739       438       2.85       59,605       421       2.83  

FHLB stock and other securities

    6,347       63       3.99       6,347       62       3.92  

Loans, net of unearned income

    2,132,390       22,646       4.27       1,879,982       20,719       4.42  
Total earning assets     2,705,358       25,377       3.77       2,357,555       23,234       3.95  
Less allowance for loan losses     22,847                       24,693                  
      2,682,511                       2,332,862                  
Non-earning assets:                                                

Cash and due from banks

    40,075                       37,877                  

Premises and equipment

    42,110                       40,148                  
Accrued interest receivable and other assets     93,928                       87,790                  
Total assets   $ 2,858,624                     $ 2,498,677                  
                                                 
Interest bearing liabilities:                                                
Deposits:                                                

Interest bearing demand deposits

  $ 705,878     $ 245       0.14

%

  $ 516,765     $ 134       0.10

%

Savings deposits

    134,644       12       0.04       118,893       11       0.04  

Money market deposits

    643,898       358       0.22       634,862       321       0.20  

Time deposits

    252,058       364       0.58       287,402       472       0.66  
Securities sold under agreements to repurchase     53,514       29       0.22       58,060       32       0.22  
Federal funds purchased and other short term borrowings     28,152       23       0.33       14,420       5       0.14  

FHLB advances

    43,081       181       1.69       41,017       224       2.19  
                                                 
Total interest bearing liabilities     1,861,225       1,212       0.26       1,671,419       1,199       0.29  
Non-interest bearing liabilities:                                                
Non-interest bearing demand deposits     664,069                       532,526                  
Accrued interest payable and other liabilities     32,777                       23,255                  
Total liabilities     2,558,071                       2,227,200                  
Stockholders’ equity     300,553                       271,477                  
Total liabilities and stockholders’ equity   $ 2,858,624                     $ 2,498,677                  
Net interest income           $ 24,165                     $ 22,035          
Net interest spread                     3.51

%

                    3.66

%

Net interest margin                     3.59

%

                    3.75

%

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

   

Six months ended June 30

 
   

2016

   

2015

 
   

Average

           

Average

   

Average

           

Average

 
(Dollars in thousands)  

balances

   

Interest

   

rate

   

balances

   

Interest

   

rate

 
Earning assets:                                                

Federal funds sold

  $ 114,797     $ 300       0.53

%

  $ 71,679     $ 119       0.33

%

Mortgage loans held for sale

    4,840       119       4.94       5,678       113       4.01  

Securities:

                                               
Taxable     417,061       4,151       2.00       352,641       3,877       2.22  
Tax-exempt     62,142       872       2.82       59,684       837       2.83  

FHLB stock and other securities

    6,347       127       4.02       6,347       126       4.00  

Loans, net of unearned income

    2,084,413       44,727       4.32       1,874,791       41,244       4.44  
Total earning assets     2,689,600       50,296       3.76       2,370,820       46,316       3.94  
Less allowance for loan losses     22,766                       24,950                  
      2,666,834                       2,345,870                  
Non-earning assets:                                                

Cash and due from banks

    39,296                       37,359                  

Premises and equipment

    40,911                       39,832                  
Accrued interest receivable and other assets     91,304                       89,079                  
Total assets   $ 2,838,345                     $ 2,512,140                  
                                                 
Interest bearing liabilities:                                                
Deposits:                                                

Interest bearing demand deposits

  $ 716,252     $ 503       0.14

%

  $ 508,902     $ 263       0.10

%

Savings deposits

    132,848       24       0.04       116,650       21       0.04  

Money market deposits

    650,635       714       0.22       654,782       655       0.20  

Time deposits

    257,678       734       0.57       296,821       972       0.66  
Securities sold under agreements to repurchase     56,193       62       0.22       61,185       69       0.23  
Federal funds purchased and other short term borrowings     25,804       38       0.30       15,142       12       0.16  

FHLB advances

    43,198       368       1.71       38,907       440       2.28  
                                                 
Total interest bearing liabilities     1,882,608       2,443       0.26       1,692,389       2,432       0.29  
Non-interest bearing liabilities:                                                
Non-interest bearing demand deposits     628,269                       526,423                  
Accrued interest payable and other liabilities     30,921                       25,224                  
Total liabilities     2,541,798                       2,244,036                  
Stockholders’ equity     296,547                       268,104                  
Total liabilities and stockholders’ equity   $ 2,838,345                     $ 2,512,140                  
Net interest income           $ 47,853                     $ 43,884          
Net interest spread                     3.50

%

                    3.65

%

Net interest margin                     3.58

%

                    3.73

%

  

 

   

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Notes to the average balance and interest rate tables:

 

 

Net interest income, the most significant component of the Bank's earnings is total interest income less total interest expense. The level of net interest income is determined by mix and volume of interest earning assets, interest bearing deposits and borrowed funds, and changes in interest rates.

 

 

Net interest spread is the difference between the taxable equivalent rate earned on interest earning assets less the rate expensed on interest bearing liabilities.

 

 

Net interest margin represents net interest income on a taxable equivalent basis as a percentage of average interest earning assets. Net interest margin is affected by both interest rate spread and the level of non-interest bearing sources of funds, primarily consisting of demand deposits and stockholders’ equity.

 

 

Interest income on a fully tax equivalent basis includes the additional amount of interest income that would have been earned if investments in certain tax-exempt interest earning assets had been made in assets subject to federal taxes yielding the same after-tax income. Interest income on municipal securities and tax-exempt loans has been calculated on a fully tax equivalent basis using a federal income tax rate of 35%. Approximate tax equivalent adjustments to interest income were $215 thousand and $234 thousand, respectively, for the three month periods ended June 30, 2016 and 2015 and $434 thousand and $469 thousand, respectively, for the six month periods ended June 30, 2016 and 2015.

 

 

Average balances for loans include the principal balance of non-accrual loans and exclude participation loans accounted for as secured borrowings. These participation loans averaged $10.1 million and $7.9 million, respectively, for the three month periods ended June 30, 2016 and 2015 and $8.6 million and $8.0 million, respectively, for the six month periods ended June 30, 2016 and 2015.

 

Fully taxable equivalent net interest income of $24.2 million for the three months ended June 30, 2016 increased $2.1 thousand, or 9.7%, from $22.0 million when compared with the same period last year. The positive effects of increased volumes on loans and lower costs on time deposits were partially offset by the negative effect of declining interest rates earned on loans. Net interest spread and net interest margin were 3.51% and 3.59%, respectively, for the second quarter of 2016 and 3.66% and 3.75%, respectively, for the second quarter of 2015.

 

Fully taxable equivalent net interest income of $47.9 million for the six months ended June 30, 2016 increased $4.0 million, or 9.0%, from $43.9 million when compared with the same period last year. The positive effects of increased volumes on earning assets and lower costs on time deposits were partially offset by the negative effect of declining interest rates earned. Net interest spread and net interest margin were 3.50% and 3.58%, respectively, for the first six months of 2016 and 3.65% and 3.73%, respectively, for the first six months of 2015.

 

Average earning assets increased $318.8 million or 13.4%, to $2.69 billion for the first six months of 2016 compared with 2015, reflecting growth in the loan portfolio and investment securities. Average interest bearing liabilities increased $190.2 million, or 11.2%, to $1.88 billion for the first six months of 2016 compared with 2015 primarily due to increases in interest bearing demand and savings deposits, federal funds purchased and FHLB advances, partially offset by decreases in time deposits, money market deposits and securities sold under agreements to repurchase.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Asset/Liability Management and Interest Rate Risk

 

Managing interest rate risk is fundamental for the financial services industry. 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 the dynamics of interest earning assets, interest bearing liabilities and off-balance sheet financial instruments. By estimating the effects of interest rate increases and decreases, the model can reveal approximate interest rate risk exposure. The 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 does not indicate actual expected results.

 

Bancorp assumes certain correlation rates, often referred to as a “beta” of interest-bearing deposits, wherein the rates paid to customers change at a different pace when compared with changes in benchmark interest rates. Generally, certificates of deposit are assumed to have a high correlation rate, while interest-bearing checking accounts are assumed to have a lower correlation rate. Actual results may differ due to factors including competitive pricing and money supply; however, Bancorp uses its historical experience as well as industry data to inform its assumptions.

 

The June 30, 2016 simulation analysis, which shows little interest rate sensitivity, indicates that an increase 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 impact. These estimates are summarized below.

 

   

Net interest income change

 
         

Increase 200bp

    (2.75 )%

Increase 100bp

    (2.00 )

Decrease 100bp

    (3.28 )

Decrease 200bp

    N/A  

 

Management expects that net interest margin will remain under pressure through 2016, and any near-term increases in prevailing interest rates would not immediately benefit Bancorp. Approximately 64% of its loan portfolio has fixed rates and 13% of its loan portfolio is priced at variable rates with floors of 4% or higher. Since the prime rate is currently 3.50%, a rise in rates would have a negative impact on net interest income until rates increase more than 50 bps and the rates on such loans would rise to compensate for higher interest costs. This effect is captured in the simulation analysis above. The extent of margin compression also will be affected by the need to respond to competitive pressures on funding sources.

 

The scenario of rates decreasing 200 bp is not reasonably possible given current low rates for short-term instruments and most deposits.

 

Undesignated derivative instruments described in Note 7 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.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Derivatives designated as cash flow hedges described in Note 7 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.

 

Provision for Loan Losses

 

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 an allowance methodology that is driven by risk ratings, historical losses, and qualitative factors. Bancorp recorded a $1.25 million provision for loan losses in the first six months of 2016, compared with no provision for the same period of 2015.

 

Management utilizes loan grading procedures which result in specific allowance allocations for estimated inherent risk of loss. For all loans graded, but not individually reviewed for allowance purposes, a general allowance allocation is computed using historical data based on actual loss experience. Specific and general allocations plus consideration of qualitative factors represent management’s best estimate of probable losses contained in the loan portfolio at the evaluation date. Although the allowance for loan losses is comprised of specific and general allocations, the entire allowance is available to absorb any credit losses. Based on this detailed analysis of credit risk, management considers the allowance for loan losses adequate to cover probable losses inherent in the loan portfolio at June 30, 2016.

 

An analysis of the changes in the allowance for loan losses and selected ratios for the three and six month periods ended June 30, 2016 and 2015 follows:

 

(Dollars in thousands)

  Three months ended June 30,      Six months ended June 30,  
   

2016

   

2015

   

2016

   

2015

 
                                 

Balance at the beginning of the period

  $ 22,451     $ 24,882     $ 22,441     $ 24,920  

Provision for loan losses

    750       -       1,250       -  

Loan charge-offs, net of recoveries

    (60 )     (1,574 )     (550 )     (1,612 )

Balance at the end of the period

  $ 23,141     $ 23,308     $ 23,141     $ 23,308  

Average loans, net of unearned income

  $ 2,142,530     $ 1,887,913     $ 2,092,990     $ 1,882,782  

Provision for loan losses to average loans (1)

    0.04 %     0.00 %     0.06 %     0.00 %

Net loan charge-offs to average loans (1)

    0.00 %     0.08 %     0.03 %     0.09 %

Allowance for loan losses to average loans

    1.08 %     1.23 %     1.11 %     1.24 %

Allowance for loan losses to period-end loans

    1.06 %     1.23 %     1.06 %     1.23 %

 

(1) Amounts not annualized

 

Loans are charged off when deemed uncollectible and a loss is identified or after underlying collateral has been liquidated; however, collection efforts may continue and future recoveries may occur. Periodically, loans are partially charged off to net realizable value based upon collateral analysis and collection status.

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY

 

An analysis of net charge-offs by loan category for the three and six month periods ended June 30, 2016 and 2015 follows:

 

(in thousands)

 

Three months

   

Six months

 
   

ended June 30,

   

ended June 30,

 

Net loan charge-offs (recoveries)

 

2016

   

2015

   

2016

   

2015

 

Commercial and industrial

  $ 41     $ 1,311     $ 357     $ 1,316  

Construction and development, excluding undeveloped land

    -       -       (10 )     -  

Undeveloped land

    -       -       -       -  

Real estate mortgage - commercial investment

    (157 )     231       (158 )     231  

Real estate mortgage - owner occupied commercial

    130       (12 )     313       (11 )

Real estate mortgage - 1-4 family residential

    (2 )     (2 )     (1 )     49  

Home equity

    -       12       -       8  

Consumer

    48       34       49       19  

Total net loan charge-offs

  $ 60     $ 1,574     $ 550     $ 1,612  

 

Non-interest Income and Expenses

 

The following table sets forth major components of non-interest income and expenses for the three and six month periods ended June 30, 2016 and 2015.

 

   

Three months

   

Six months

 
   

ended June 30,

   

ended June 30,

 
(In thousands)  

2016

   

2015

   

% Change

   

2016

   

2015

   

% Change

 
                                                 
Non-interest income:                                                

Investment management and trust services

  $ 4,807     $ 4,651       3.4

%

  $ 9,419     $ 9,203       2.3

%

Service charges on deposit accounts

    2,262       2,199       2.9       4,408       4,279       3.0  

Bankcard transaction revenue

    1,433       1,246       15.0       2,743       2,368       15.8  

Mortgage banking revenue

    1,030       913       12.8       1,824       1,741       4.8  

Brokerage commissions and fees

    538       499       7.8       981       960       2.2  

Bank owned life insurance income

    220       226       -2.7       441       448       -1.6  

Other

    488       485       0.6       1,044       893       16.9  
Total non-interest income   $ 10,778     $ 10,219       5.5

%

  $ 20,860     $ 19,892       4.9

%

Non-interest expenses:                                                

Salaries and employee benefits

  $ 11,971     $ 11,383       5.2

%

  $ 24,166     $ 22,483       7.5

%

Net occupancy expense

    1,546       1,450       6.6       3,070       2,919       5.2  

Data processing expense

    1,881       1,756       7.1       3,425       3,210       6.7  

Furniture and equipment expense

    291       260       11.9       576       507       13.6  

FDIC insurance expense

    351       317       10.7       679       614       10.6  

Amortization of investment in tax credit partnerships

    1,016       159       539.0       2,031       317       540.7  

Other

    3,137       3,542       -11.4       5,786       6,596       -12.3  
Total non-interest expenses   $ 20,193     $ 18,867       7.0

%

  $ 39,733     $ 36,646       8.4

%

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

The largest component of non-interest income is investment management and trust (“IM&T”) revenue. The magnitude of IM&T revenue distinguishes Bancorp from other community banks of similar asset size. Assets under management, stated at market value, totaled $2.34 billion at June 30, 2016, compared with $2.29 billion at June 30, 2015. IM&T services revenue, which constitutes an average of 45% of non-interest income, increased $156 thousand, or 3.4%, in the second quarter of 2016, and $216 thousand, or 2.3% for the first six months, as compared with the same periods in 2015. Recurring fees, which generally comprise over 95% of the investment management and trust revenue, increased $57 thousand, or 1%, for the first six months of 2016, compared with the same period of 2015. Most recurring fees earned for managing accounts are based on a percentage of market value on a monthly basis. Some revenues of the IM&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. Total non-recurring fees increased $159 thousand for the first six months of 2016, compared with the same period in 2015. Management believes the IM&T department will continue to factor significantly in Bancorp’s financial results and provide strategic diversity to revenue streams.

 

Service charges on deposit accounts increased $63 thousand, or 2.9%, in the second quarter of 2016, and $129 thousand, or 3.0%, for the first six months of 2016, as compared with the same periods in 2015. Service charge income is driven by transaction volume, which can fluctuate throughout the year. A significant component of service charges is related to fees earned on overdrawn checking accounts. Management expects this source of revenue to slowly decline due to anticipated changes in customer behavior and ongoing regulatory restrictions.

 

Bankcard transaction revenue increased $187 thousand, or 15.0%, in the second quarter of 2016, and $375 thousand, or 15.8% for the first six months of 2016, compared with the same periods in 2015, and primarily represents income the Bank derives from customers’ use of debit and credit cards. Interchange income on debit cards increased $17 thousand, or 1.4%, and $62 thousand, or 2.6%, for the first six months of 2016, compared with 2015, as a result of increased volume. However, Bancorp expects a slight decrease in interchange rates on debit cards as service providers gravitate to lower cost options in a competitive market. Late in 2015, Bancorp began offering credit cards to business customers. Income on credit cards totaled $172,000 in the second quarter and $314,000 for the first six months of 2016. Bancorp expects volume of credit card transactions to increase slowly as customers are added.

 

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 borrower and 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 department. Mortgage banking revenue increased $117 thousand, or 12.8%, in the second quarter of 2016, and $83 thousand or 4.8%, for the first six months of 2016, as compared with the same periods in 2015, attributable mainly to slightly higher sales prices on loans. Rates declined in 2016 compared with the same period in 2015, but lower rates were not enough to stimulate refinance activity at a level previously experienced. Bancorp experienced a slight increase in purchase transactions, but it was virtually offset by a decrease in refinance activity.

 

Brokerage commissions and fees increased $39 thousand, or 7.8%, in the second quarter of 2016, and $21 thousand or 2.2% for the first six months of 2016, as compared with the same periods in 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 IM&T department.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Bank Owned Life Insurance (BOLI) income totaled $220 thousand and $226 thousand for the second quarter of 2016 and 2015, respectively, and totaled $441 thousand and $448 thousand for the first six months of 2016 and 2015, respectively. BOLI represents 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 was virtually flat for the second quarter of 2016, and increased $151 thousand, or 16.9%, in the first six months of 2016, as compared with the same periods in 2015. Included in this category is swap fee income, which totaled $231 thousand for the first six months of 2016. Bancorp earned no swap fee income in the first six months of 2015. Opportunities to earn swap fee income are infrequent due to the specialized nature of the transactions. This category includes a variety of other factors, none of which resulted in individually significant variances.

 

Salaries and employee benefits increased $588 thousand, or 5.2%, for the second quarter of 2016, and $1.7 million, or 7.5% for the first six months of 2016, as compared with the same periods of 2015. For the second quarter and the first six months, the increase is largely due to higher compensation expenses, reflecting both increased incentive compensation related to accelerated loan and earnings growth as well as the addition of personnel associated with continued expansion in the Cincinnati and Indianapolis markets. To a lesser extent, Bancorp had some additional compensation expense due to new hires in anticipation of expected retirement of certain officers. These increases were partially offset by lower health insurance costs. At June 30, 2016, Bancorp had 549 full-time equivalent employees compared with 538 at June 30, 2015.

 

Net occupancy expense increased $96 thousand, or 6.6%, in the second quarter of 2016, and $151 thousand, or 5.2%, for the first six months of 2016, as compared with the same periods of 2015. The increase was largely due to higher rent and depreciation for locations added during 2015 and increased maintenance expense company-wide.

 

Data processing expense increased $125 thousand, or 7.1% in the second quarter of 2016, and $215 thousand, or 6.7% for the first six months of 2016, compared with the same periods of 2015. The increase for the first six months of 2016 is largely due to increases in expenses for computer maintenance and bank card processing/reissuance. This category includes ongoing computer software amortization and maintenance related to investments in technology needed to maintain and improve the quality of delivery channels and internal resources.

 

Furniture and equipment expense increased $31 thousand, or 11.9% for the second quarter of 2016, and $69 thousand, or 13.6% for the first six months of 2016, as compared with the same periods in 2015. These fluctuations relate to a variety of factors, none of which were 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 increased $34 thousand, or 10.7%, for the second quarter of 2016, and $65 thousand or 10.6% for the first six months of 2016, as compared with the same periods in 2015. The assessment is calculated by the FDIC and adjusted quarterly. The increase in expense is due primarily to higher level of net assets driven by loan growth.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Amortization of investments in tax credit partnerships increased $857 thousand for the second quarter of 2016, and $1.7 million for the first six months of 2016, compared with the same periods of 2015. This expense reflects amortization of investments in partnerships which generate historic and New Market income tax credits and varies widely depending upon the timing of investments and related amortization. See the Income Taxes section below for details on amortization and income tax impact for these credits.

 

Other non-interest expenses decreased $405 thousand or 11.4% in the second quarter of 2016, and $810 thousand or 12.3% for the first six months of 2016, as compared with the same periods in 2015. The decreases for the six month period are largely due to $189 thousand of net gains on sales of foreclosed assets in 2016 compared with $163 thousand of net losses in 2015. Additionally, Bancorp reduced the reserve for estimated losses on unfunded commitments by $45 thousand in the first six months of 2016, compared with a provision expense of $202 thousand in 2015. This reserve is based on evaluation of credit risk related to available credit in the loan portfolio. MSR amortization declined $250 thousand for the first six months of 2016 compared with 2015, as pools of MSRs added several years ago were fully amortized in 2015. This category also includes legal and professional fees, advertising, printing, mail and telecommunications, none of which had individually significant variances.

 

Income Taxes

 

For the first six months of 2016, Bancorp recorded income tax expense of $7.4 million, compared with $8.4 million for the same period in 2015. The effective rate for the six month period was 26.9% in 2016 and 31.5% in 2015. The decrease in the effective tax rate from 2015 to 2016 is largely the result of higher utilization of tax credits in 2016.

 

Bancorp invests in certain partnerships that yield low-income housing, historic and New Market income tax credits. The tax benefits and related investment amortization expenses for low-income housing credits are recognized in income tax expense using a proportional amortization method which amortizes the investment in proportion to the tax credits and other tax benefits received. The amortization method for investments in new markets and historic tax credit partnerships is the cost method which matches the amortization period with the time frame over which the credits are realized. For each of Bancorp’s investments in tax credit partnerships, when taken as a whole, the tax benefit compared with the amortization results in a positive effect on net income.

 

Commitments

 

Bancorp uses a variety of financial instruments in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. A discussion of Bancorp’s commitments is included in Note 10.

 

Other commitments discussed in Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2015, have not materially changed since that report was filed, relative to qualitative and quantitative disclosures of fixed and determinable contractual obligations.

   

b)

Financial Condition

 

Balance Sheet

 

Total assets increased $92.7 million, or 3.3%, from $2.82 billion on December 31, 2015 to $2.91 billion on June 30, 2016. Loans grew $142.5 million in the first six months of 2016 as a result of loan production which outpaced what had been record production in 2015. All of this growth has been organic and, importantly, each of Bancorp's three markets continues to participate in the accelerated lending activity. Securities available-for-sale increased $1.4 million. Included in securities available-for-sale are short term obligations of U.S. Treasury or U.S. government sponsored entities. These securities, which totaled $100 million at June 30, 2016 and December 31, 2015, normally have a maturity of less than one month, and are purchased at quarter-end as part of a tax minimization strategy.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Total liabilities increased $74.2 million, or 2.9%, from $2.53 billion on December 31, 2015 to $2.60 billion on June 30, 2016. Deposits decreased $21.8 million or 0.9% due to seasonal fluctuations. Securities sold under agreement to repurchase decreased $7.1 million or 11.0% due to normal cyclical activity. Federal funds purchased and other short-term borrowing increased $91.7 million. Bancorp utilizes short-term lines of credit to manage its overall liquidity position. Other liabilities increased $11.8 million or 42.2% largely due to an increase in secured borrowing related to participation loans. See the Elements of Loan Portfolio section below on details related to participations loans.

 

Elements of Loan Portfolio

 

The following table sets forth the major classifications of the loan portfolio.

 

(in thousands)

               

Loans by Type

 

June 30, 2016

   

December 31, 2015

 

Commercial and industrial

    721,956     $ 644,398  

Construction and development, excluding undeveloped land

    136,029       134,482  

Undeveloped land (1)

    20,342       21,185  

Real estate mortgage:

               

Commercial investment

    572,438       528,290  

Owner occupied commercial

    333,862       329,365  

1-4 family residential

    240,770       226,575  

Home equity - first lien

    52,360       50,115  

Home equity - junior lien

    65,999       63,066  

Subtotal: Real estate mortgage

    1,265,429       1,197,411  

Consumer

    31,795       35,531  
                 

Total Loans

  $ 2,175,551     $ 2,033,007  
     
 

(1)

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

 

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 the commercial and industrial and real estate mortgage loan totals above, and a corresponding liability is recorded in other liabilities. At June 30, 2016 and December 31, 2015, the total participated portions of loans of this nature were $16.6 million and $7.2 million, respectively.

  

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Non-performing Loans and Assets

 

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

 

(Dollars in thousands)

 

June 30, 2016

   

December 31, 2015

 
                 

Non-accrual loans

  $ 4,970     $ 7,693  

Troubled debt restructuring

    1,020       1,060  

Loans past due 90 days or more and still accruing

    410       176  
                 

Non-performing loans

    6,400       8,929  
                 

Foreclosed real estate

    5,093       4,541  
                 

Non-performing assets

  $ 11,493     $ 13,470  
                 

Non-performing loans as a percentage of total loans

    0.29 %     0.44 %

Non-performing assets as a percentage of total assets

    0.40 %     0.48 %


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

 

(in thousands)

               

Non-accrual loans by type

 

June 30, 2016

   

December 31, 2015

 

Commercial and industrial

  $ 1,794     $ 3,643  

Construction and development, excluding undeveloped land

    -       -  

Undeveloped land

    -       -  

Real estate mortgage - commercial investment

    280       278  

Real estate mortgage - owner occupied commercial

    1,635       2,761  

Real estate mortgage - 1-4 family residential

    977       906  

Home equity and consumer loans

    284       105  

Total loans

  $ 4,970     $ 7,693  

   

c)

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 the 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 most liquid assets are comprised of cash and due from banks, available-for-sale marketable investment securities and federal funds sold. Federal funds sold totaled $9.7 million at June 30, 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 $567.3 million at June 30, 2016. The portfolio includes maturities of approximately $134.8 million over the next twelve months, including $100 million of short-term securities which matured in July 2016. Combined with federal funds sold, these offer substantial resources to meet either new loan demand 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 investment management and trust accounts, and securities sold under agreements to repurchase. At June 30, 2016, total investment securities pledged for these purposes comprised 56% of the available-for-sale investment portfolio, leaving $247.8 million of unpledged securities.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

Bancorp has a large base of non-maturity customer deposits, defined as demand, savings, and money market deposit accounts. At June 30, 2016, such deposits totaled $2.10 billion and represented 89% of Bancorp’s total deposits. Because these deposits are less volatile and are often tied to other products of Bancorp through long lasting relationships they do not put heavy pressure on liquidity. However, many of Bancorp’s customers’ deposit balances are historically high. When market conditions improve, these balances will likely decrease, putting some strain on Bancorp’s liquidity position. As of June 30, 2016, Bancorp had $498 thousand or 0.02% of total deposits, in brokered deposits.

 

Included in the total deposit balances at June 30, 2016 is $133.4 million of public funds deposits, generally comprised of accounts from local government agencies and public school districts in our markets. As a result of property tax collections in the latter part of each year and some subsequent deployment, these accounts have an estimated remaining $20 million of seasonal excess balances, which are expected to decline over the next three to six months. While this excess liquidity is maintained in low-yielding short-term investments and consequently results in lower net interest margin, it has a positive impact on net interest income.

 

Other sources of funds available to meet daily needs include FHLB advances. As a member of the FHLB of Cincinnati, Bancorp has access to credit products offered by the FHLB. Bancorp views these borrowings as a low cost alternative to other time deposits. At June 30, 2016, available credit from the FHLB totaled $306.9 million. Additionally, Bancorp had available federal funds purchased lines with correspondent banks totaling $39 million at June 30, 2016.

 

Bancorp’s principal source of cash revenues is dividends paid to it as sole shareholder of the Bank. At June 30, 2016, the Bank may pay up to $70.2 million in dividends to Bancorp without regulatory approval subject to the ongoing capital requirements of the Bank.

 

d)

Capital Resources

 

At June 30, 2016, stockholders’ equity totaled $305.1 million, an increase of $18.5 million since December 31, 2015. See the Consolidated Statement of Changes in Stockholders’ Equity for further detail of the changes in equity since the end of 2015. One component of equity is accumulated other comprehensive income which, for Bancorp, consists of net unrealized gains or losses on securities available-for-sale and hedging instruments, as well as a minimum pension liability, each net of taxes. Accumulated other comprehensive income was $5.5 million at June 30, 2016 compared with $632 thousand on December 31, 2015. The $4.8 million increase is primarily a reflection of the positive effect of the changing interest rate environment during the first six months of 2016 on the valuation of Bancorp’s portfolio of securities available-for-sale.

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

The following table sets forth Bancorp’s and the Bank’s risk based capital ratios as of June 30, 2016 and December 31, 2015.

 

   

June 30,

   

December 31,

 
   

2016

   

2015

 
                 

Total risk-based capital (1)

               

Consolidated

    13.01

%

    13.31

%

Bank

    12.62       12.91  
                 

Common equity tier 1 risk-based capital (1)

               

Consolidated

    12.06       12.32  

Bank

    11.66       11.92  
                 

Tier 1 risk-based capital (1)

               

Consolidated

    12.06       12.32  

Bank

    11.66       11.92  
                 

Leverage (2)

               

Consolidated

    10.46       10.53  

Bank

    10.10       10.19  

 

 

(1)

Under the banking agencies risk-based capital guidelines, assets and credit-equivalent amounts of derivatives and off-balance sheet exposures are assigned to broad risk categories. The aggregate dollar amount in each risk category is multiplied by the associated risk weight of the category. The resulting weighted values are added together, resulting in the Bancorp's total risk-weighted assets. These ratios are computed in relation to average assets.

 

 

(2)

Ratio is computed in relation to average assets

   

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 current rules), and

 

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

 

 

     

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

The rules also established a "capital conservation buffer" of 2.5%, to be phased in over three years through December 31, 2018, above the new 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 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 June 30, 2016, Bancorp meets the requirements to be considered well capitalized under the rules, and is not subject to limitations due to the capital conservation buffer.

 

e)

Non-GAAP Financial Measures

 

In addition to capital ratios defined by banking regulators, Bancorp considers various ratios when evaluating capital adequacy and overhead, including tangible common equity to tangible assets, tangible common equity per share, and adjusted efficiency ratio, all of which are non-GAAP measures. Bancorp believes the tangible common equity 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. Because US GAAP does not include capital ratio measures, there are no US GAAP financial measures comparable to these ratios. In addition to the efficiency ratio normally presented, Bancorp considers an adjusted efficiency ratio. Bancorp believes excluding amortization of investments in tax credit partnerships from non-interest expense in this ratio is important because it provides a meaningful comparison to both prior periods and to other companies who do not invest in these partnerships.

  

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

The following table reconciles Bancorp’s calculation of tangible common equity to amounts reported under US GAAP.

 

(in thousands, except per share data)

 

June 30, 2016

   

December 31, 2015

 

Total equity

  $ 305,051     $ 286,519  

Less core deposit intangible

    (1,500 )     (1,601 )

Less goodwill

    (682 )     (682 )

Tangible common equity

  $ 302,869     $ 284,236  
                 

Total assets

  $ 2,909,519     $ 2,816,801  

Less core deposit intangible

    (1,500 )     (1,601 )

Less goodwill

    (682 )     (682 )

Total tangible assets

  $ 2,907,337     $ 2,814,518  
                 

Total shareholders' equity to total assets

    10.48

%

    10.17

%

Tangible common equity ratio

    10.42       10.10  
                 

Number of outstanding shares

    22,510       22,379  
                 

Book value per share

  $ 13.55     $ 12.80  

Tangible common equity per share

    13.45       12.70  

 

 

  

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

The following table reconciles Bancorp’s calculation of adjusted efficiency ratios to the ratio reported under US GAAP.

 

   

Three months ended June 30,

   

Six months ended June 30,

 

(amounts in thousands)

 

2016

   

2015

   

2016

   

2015

 

Non-interest expense

  $ 20,193     $ 18,867     $ 39,733     $ 36,646  
                                 

Net interest income (tax-equivalent)

    24,165       22,035       47,853       43,884  

Non-interest income

    10,778       10,219       20,860       19,892  

Total revenue

  $ 34,943     $ 32,254     $ 68,713     $ 63,776  
                                 

Efficiency ratio

    57.8 %     58.5 %     57.8 %     57.5 %

 

(amounts in thousands)

 

2016

   

2015

   

2016

   

2015

 

Non-interest expense

  $ 20,193     $ 18,867     $ 39,733     $ 36,646  

Less: amortization of investments in tax credit partnerships

    (1,016 )     (159 )     (2,031 )     (317 )

Adjusted non-interest expense

    19,177       18,708       37,702       36,329  
                                 

Net interest income (tax-equivalent)

    24,165       22,035       47,853       43,884  

Non-interest income

    10,778       10,219       20,860       19,892  

Total revenue

  $ 34,943     $ 32,254     $ 68,713     $ 63,776  
                                 

Adjusted efficiency ratio

    54.9 %     58.0 %     54.9 %     57.0 %

  

f)

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 is evaluating the potential impact of adoption of ASU 2014-09.

 

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 is evaluating the potential impact of adoption of ASU 2016-02.

 

 

 

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

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 would record the excess tax benefits related to stock compensation as a component of income tax expense rather than additional paid-in capital. For the year ended December 31, 2015, the excess tax benefit recorded to additional paid-in capital was $673 thousand. Bancorp is considering the potential impact of early adoption of ASU 2016-09.

 

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. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2019. Bancorp is evaluating the potential impact of adoption of ASU 2016-13.

   
Item 3.      Quantitative and Qualitative Disclosures about Market Risk

 

Information required by this item is included in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

  

Item 4.      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 reports it files with the Securities and Exchange Commission (“SEC”), and to record, process, summarize and report this information within the time periods specified in the rules and forms of the SEC. Based on their evaluation of Bancorp’s disclosure controls and procedures as of the end of the quarterly period covered by this report, the Chief Executive and Chief Financial Officers believe that these controls and procedures are effective to ensure that Bancorp is able to collect, process and disclose the information it is required to disclose in reports it files with the SEC within the required time periods.

 

Based on the evaluation of Bancorp’s disclosure controls and procedures by the Chief Executive and Chief Financial Officers, there were no significant changes during the quarter ended June 30, 2016 in Bancorp’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, Bancorp’s internal control over financial reporting.

 

   

STOCK YARDS BANCORP, INC. AND SUBSIDIARY 

 

PART II – OTHER INFORMATION

 

Item 2.      Unregistered Sales of Equity Securities and Use of Proceeds   

 

The following table shows information relating to the repurchase of shares of common stock by Bancorp during the three months ended June 30, 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

 
                                 

April 1 - April 30

    296     $ 25.87              

May 1 - May 31

    1,848       28.17              

June 1 - June 30

                       

Total

    2,144     $ 27.85              

 

(1)

Activity represents shares of stock withheld to pay taxes due upon exercise of stock appreciation rights and vesting of restricted stock. This activity has no impact on the number of shares that may be purchased under a Board-approved plan.

 

Item 6.      Exhibits

 

The following exhibits are filed or furnished as a part of this report:

 

Exhibit

Number

Description of exhibit
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 Certifications pursuant to 18 U.S.C. Section 1350
   

101

The following financial statements from the Stock Yards Bancorp, Inc. June 30, 2016 Quarterly Report on Form 10-Q, filed on August 5, 2016, 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

 

 

  

Signatures

  

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

STOCK YARDS BANCORP, INC.

Date: August 5, 2016

By:/s/ David P. Heintzman

David P. Heintzman, Chairman and Chief Executive Officer

Date: August 5, 2016

By:/s/ Nancy B. Davis

Nancy B. Davis, Executive Vice President, Treasurer and Chief Financial Officer

 

60