Part I

 

Item 1.

Business

 

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

 

Stock Yards Bank & Trust Company

 

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

 

At December 31, 2017, Stock Yards Bank & Trust Company had 580 full-time equivalent employees. Employees of Stock Yards Bank & Trust Company are entitled to participate in a variety of employee benefit programs including a combined employee profit sharing and stock ownership plan (“KSOP”). Management of Bancorp strives to be an employer of choice and considers the relationship with employees to be good.

 

Supervision and Regulation

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

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

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New regulation over derivative instruments,

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

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

 

Bancorp continues to be subject to regulation under the Dodd-Frank Act; however, the current presidential administration has instructed federal agencies to reduce the regulatory burden on financial institutions.

 

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

 

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

 

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

 

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

 

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a common equity Tier 1 capital ratio of 4.5%,

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

 

 

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

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

 

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

 

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

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

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a total risk-based capital ratio of 10.5%.

 

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

 

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

 

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

 

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

 

As of December 31, 2017, Bancorp met the requirements to be considered well-capitalized and is not subject to limitations due to the capital conservation buffer.

 

Available Information

 

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

 

Item 1A.

Risk Factors

 

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

 

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

 

The Company’s success depends on general economic conditions both locally and nationally. Most of Bancorp’s customers are in the Louisville, Indianapolis, and Cincinnati metropolitan areas. Compared to regional or national financial institutions, Bancorp is less able to spread the risks of unfavorable local economic conditions across a large number of diversified economies. Some of Bancorp’s customers are directly impacted by the local economy while others have more national or global business dealings. Deterioration in the quality of the credit portfolio could have a material adverse effect on financial condition, results of operations, and ultimately capital.

 

 

Financial condition and profitability depend on real estate values in the Company’s market area.

 

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

 

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

 

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

 

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

 

Fluctuations in interest rates could reduce profitability.

 

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

 

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

 

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inflation or deflation

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recession

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a rise in unemployment

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tightening money supply

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international disorder and instability in foreign financial markets

●

the Federal Reserve’s actions to control interest rates

 

The Federal Reserve increased the overnight federal funds rate three times in 2017 which led to the prime lending rate increasing from 3.75% to 4.50%. Bancorp benefits from rates increasing as the majority of variable rate loans are tied to prime with a lesser amount tied to LIBOR. While variable rate loans have re-priced at higher rates Bancorp has largely held deposit rates unchanged. Deposit rates generally do not reprice as quickly as loans which positively affects earnings as rates rise in the short term. Market expectations for 2018 include three additional 25 bps federal funds rate increases. Bancorp recognizes that eventually deposit rates will be adjusted upward which poses a risk to earnings. Migration of deposits out of Bancorp, as customers pursue higher rates, could impact liquidity and earnings as Bancorp competes for deposits. Changes in the mix of deposits could result in increased average rates paid on deposits, and lower earnings to Bancorp. Bancorp’s asset-liability management strategy, which is designed to mitigate risk from changes in market interest rates, may not be able to prevent changes in interest rates from having a material adverse effect on Bancorp’s results of operations and financial condition. Bancorp’s most recent earnings simulation model estimated the impact of changing interest rates on earnings for the next 12 months indicates net interest income will decrease approximately 3% if interest rates immediately increase 200 basis points and decrease approximately 5% if rates decrease 200 basis points.

 

 

Bancorp is subject to funding risk.

 

Funding risk represents the dependence Bancorp has on large commercial deposit relationships. Approximately 40% of Bancorp’s total deposits are centralized in accounts with balances $500,000 or greater. Bancorp considers these deposits core funds as they represent long-standing relationships and are a testament to Bancorp’s commitment to partner with business clients by providing exemplary service and competitive products. A sudden shift in customer behavior within these deposits resulting in balances being reduced or moved out of the bank altogether could impact Bancorp’s ability to capitalize on growth opportunities and meet current obligations. Bancorp has secondary sources of funding to draw upon as needed but the cost of those funds would be higher than typical deposit accounts which would negatively impact the financial condition and results of operation.

 

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

 

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

 

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

 

Competition with other financial institutions could adversely affect profitability.

 

Bancorp operates in a highly competitive industry that could become even more so as a result of earnings pressure of contending banks, legislative, regulatory and technological changes and continued consolidation. Bancorp faces vigorous competition in price and structure of financial products from banks and other financial institutions. In recent years, credit unions have expanded their lending mix and now compete heavily with banks in the commercial real estate market. Their high risk tolerance for fixed rate, long-term loans has adversely affected Bancorp’s net loan growth and results of operations. Bancorp also competes with other non-traditional providers of financial services, such as brokerage firms and insurance companies. As internet-based financial services continue to grow in acceptance, Bancorp must remain relevant as a place where consumers and businesses value personal service while competitors offer these services without human interaction. The variety of sources of competition may reduce or limit margins on banking services, reduce market share and adversely affect results of operations and financial condition. Bancorp’s growth and expansion may adversely affect customer perceptions of the community based, customer oriented service Bancorp provides, thus damaging Bancorp’s image in the market.

 

 

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

 

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

 

Security breaches or incidences of fraud could negatively impact Bancorp’s business, results of operations, and financial condition.

 

Bancorp’s assets which are at risk for cyber-attacks include financial assets and non-public information belonging to customers. Cyber security risks include cyber espionage, blackmail, ransom, theft, and corporate account takeovers. Bancorp employs many preventive and detective controls to protect its assets, and provides mandatory recurring information security training to all employees. Bancorp has invested in multiple preventative tools in an attempt to protect customers from cyber threats and corporate account takeover. Bancorp regularly provides educational information regarding cyber threats to customers. Bancorp utilizes multiple third-party vendors who have access to the Company’s assets via electronic media. While Bancorp requires third parties, many of whom are small companies, to have similar or superior controls in place there is no guarantee that a breach of information could occur. Activities of the Bank that subject Bancorp to risk of fraud by customers, employees, vendors, or members of the general public include ACH transactions, wire transactions, ATM transactions, checking transactions, and loan originations. Repeated incidences of fraud or a single large occurrence would adversely impact Bancorp’s reputation and results of operation.

 

Bancorp’s credit metrics are at historically strong levels.

 

During 2017, Bancorp’s solid asset quality metrics trended within a narrow range and exceeded solid benchmarks of the past several years to reach historically strong levels. Bancorp realizes that present asset quality metrics are exceptionally positive and, recognizing the cyclical nature of the lending business, the Company anticipates this trend will most likely normalize over time.

 

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

 

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

 

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

 

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

 

Bancorp operates in a highly regulated environment and may be adversely affected by changes to or lack of compliance with federal, state and local laws and regulations.

 

Bancorp is subject to extensive regulation, supervision and examination by federal and state banking authorities. Any change in applicable regulations or federal or state legislation could have a substantial impact on Bancorp and its operations. Additional legislation and regulations may be enacted or adopted in the future that could significantly affect Bancorp’s powers, authority and operations, which could have a material adverse effect on Bancorp’s financial condition and results of operations. If Bancorp’s policies, procedures and systems are deemed deficient, the Company would be subject to liability, including fines and regulatory actions, which may include restrictions on the ability to pay dividends and the requirement to obtain regulatory approvals to proceed with certain aspects of Bancorp’s business plan, including branching and acquisition plans.

 

 

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

 

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

 

Bancorp is dependent upon outside third parties for the processing and handling of the Company’s records and data.

 

Bancorp relies on software developed by third-party vendors to process various transactions. In some cases, Bancorp has contracted with third parties to run their proprietary software on the Company’s behalf. While Bancorp performs a review of controls instituted by the applicable vendors over these programs in accordance with industry standards and performs testing of user controls, the Company relies on the continued maintenance of controls by these third-party vendors, including safeguards over the security of client data. Bancorp may incur a temporary disruption in the Company’s ability to conduct business or process transactions, or incur reputational, if the third-party vendor fails to adequately maintain internal controls or institute necessary changes to systems. Such a disruption or breach of security could have a material adverse effect on Bancorp’s business. Further, if these third-party service providers experience difficulties, or should terminate their services, and the Company is unable to replace them on a timely basis, Bancorp’s business operations could be interrupted. If an interruption were to continue for a significant period of time, the Company’s business, financial condition and results of operations could be adversely affected.

 

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

 

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

 

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

 

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

 

 

Changes in customer use of banks could adversely affect Bancorp’s financial condition and results of operation.

 

The rapid evolution of non-bank alternatives for initiation and completion of financial transactions puts Bancorp at risk of losing sources of revenue and funding. The ability of customers to pay bills, transfer funds, and purchase assets without utilizing the banking system could result in loss of fee income, deposits, and loans. If Bancorp is unable to continue timely development of competitive new products and services, its business, financial condition and results of operations could be adversely affected.

 

The Current Expected Credit Loss (CECL) accounting standard will result in a significant change in how Bancorp recognizes credit losses and may have a material impact on the Company’s financial condition or results of operations.

 

In June 2016, the Financial Accounting Standards Board issued an accounting standard update, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which replaces the current “incurred loss” model for recognizing credit losses with an “expected loss” model. Whereas the incurred loss model delays recognition of loss on financial instruments until it is probable a loss has occurred, the expected loss model will necessitate recognizing a loss at the time the loan is first added to the balance sheet. As result of this differing methodology, Bancorp expects the adoption of the CECL model will materially affect the determination of the allowance for loan losses and could require a significant increase to the allowance. Any material increase to the required level of loan loss allowance could adversely affect Bancorp’s business, financial condition, and results of operation.

 

The CECL standard will become effective for Bancorp for fiscal years beginning after December 15, 2019 and for interim periods beginning with the first quarter of 2020. While the impact of implementing the CECL model cannot be quantified at this time, Bancorp expects to recognize a one-time cumulative-effect adjustment to the allowance for loan losses and stockholders’ equity in the first quarter of 2020, consistent with interagency guidance issued in 2016.

 

Item 1B.

Unresolved Staff Comments

 

Bancorp has no unresolved SEC staff comments.

 

Item 2.

Properties

 

The principal offices of Bancorp are located at 1040 East Main Street, Louisville, Kentucky. Bancorp’s operations center is at a separate location. In addition to the main office complex and the operations center, Bancorp owned 20 branch properties at December 31, 2017, two of which are located on leased land.  At that date, Bancorp also leased 17 branch facilities as well as its wealth management and trust facility. Of the 37 banking locations, 28 are located in the Louisville Metropolitan Statistical Area (“MSA”), four are located in the Indianapolis MSA and five are located in the Cincinnati MSA. See Notes 6 and 19 to Bancorp’s consolidated financial statements for the year ended December 31, 2017, for additional information relating to amounts invested in premises and equipment and lease commitments.

 

Item 3.

Legal Proceedings

 

See Note 19 to Bancorp’s consolidated financial statements for the year ended December 31, 2017, for information relating to legal proceedings.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

Executive Officers of the Registrant

 

The following table lists the names and ages as of December 31, 2017 of all current executive officers of Bancorp and the Bank. Each executive officer is appointed by Bancorp’s Board of Directors to serve at the discretion of the Board.

 

 

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

 

Name and Age of Executive Officer		Position and Offices with Bancorp and/or the Bank
David P. Heintzman Age 58		Chairman of the Board of Directors and Chief Executive Officer of Bancorp and the Bank
James A. Hillebrand Age 49		President and Director of Bancorp and the Bank
Kathy C. Thompson Age 56		Senior Executive Vice President and Director of Bancorp and the Bank
Nancy B. Davis Age 62		Executive Vice President, Treasurer and Chief Financial Officer of Bancorp and the Bank
William M. Dishman III Age 54		Executive Vice President and Chief Risk Officer of the Bank
Philip S. Poindexter Age 51		Executive Vice President and Chief Lending Officer of the Bank
T. Clay Stinnett Age 44		Executive Vice President and Chief Strategic Officer of Bancorp and the Bank
Michael J. Croce Age 48		Executive Vice President and Director of Retail Banking of the Bank

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

 

Part II

 

Item 5.

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

 

Bancorp’s common stock is traded on the NASDAQ Global Select Market under the ticker symbol SYBT. The table below sets forth the quarterly high and low market closing prices of Bancorp’s common stock and dividends declared per share. In April 2016, Bancorp declared a 3 for 2 stock split which was effected as a 50% stock dividend. Share and per share information has been adjusted for this split. The payment of dividends by the Bank to Bancorp is subject to the restriction described in Note 18 to the consolidated financial statements. Management believes that Bancorp will continue to generate adequate earnings to continue to pay dividends on a quarterly basis.  On December 31, 2017, Bancorp had approximately 1,600 shareholders of record, and approximately 5,300 beneficial owners holding shares in nominee or “street” name.

 

		2017												2016
										Cash Dividends												Cash Dividends
Quarter		High				Low				Declared				High				Low				Declared
First		$	47.50			$	39.25			$	0.19			$	26.09			$	23.27			$	0.17
Second			43.75				36.20				0.20				29.03				24.55				0.18
Third			40.00				32.25				0.20				33.25				27.52				0.18
Fourth			41.60				36.50				0.21				46.95				32.93				0.19

 

 

The following table shows information relating to the repurchase of shares of common stock by Bancorp during the three months ended December 31, 2017.

 

Total number of shares purchased

Average price paid per share

Total number of shares purchased as part of publicly announced plan

Maximum number of shares that may yet be purchased under the plan

October 1-October 31

2,095

$

38.97

–

–

November 1-November 30

4,300

38.58

–

–

December 1-December 31

748

38.02

–

–

Total

7,143

$

38.64

–

–

 

Activity represents shares of stock withheld to satisfy employee tax obligations due upon the exercise of stock appreciation rights, on lapsed shares of restricted stock and on performance stock unit awards. Bancorp does not have an active stock repurchase program.

 

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

 

The first graph below compares performance of Bancorp Common Stock to the Russell 2000 index, the SNL NASDAQ Bank index and the SNL Midwest Bank index for Bancorp’s last five fiscal years. The graph assumes the value of the investment in Bancorp Common Stock and in each index was $100 at December 31, 2012 and that all dividends were reinvested.

 

In addition to the five-year period required by the SEC, the ten-year period is presented because it provides additional perspective, and Bancorp management believes that longer-term performance is of greater interest. The ten-year graph assumes the value of the investment in Bancorp Common Stock and in each index was $100 at December 31, 2007 and that all dividends were reinvested.

 

 

 

						Period Ending
Index		12/31/12				12/31/13				12/31/14				12/31/15				12/31/16				12/31/17
Stock Yards Bancorp, Inc.		$	100.00			$	146.87			$	157.88			$	183.76			$	350.33			$	287.39
Russell 2000 Index			100.00				138.82				145.62				139.19				168.85				193.58
SNL Midwest Bank Index			100.00				136.91				148.84				151.10				201.89				216.95
SNL Bank NASDAQ Index			100.00				143.73				148.86				160.70				222.81				234.58

 

 

 

										Period Ending
Index		12/31/07				12/31/08				12/31/09				12/31/10				12/31/11				12/31/12				12/31/13				12/31/14				12/31/15				12/31/16				12/31/17
Stock Yards Bancorp, Inc.		$	100.00			$	118.05			$	94.46			$	111.79			$	96.62			$	109.17			$	160.34			$	172.37			$	200.62			$	382.47			$	312.04
Russell 2000 Index			100.00				66.21				84.20				106.82				102.36				119.09				165.33				173.42				165.76				201.08				230.54
SNL Midwest Bank Index			100.00				65.79				55.75				69.23				65.39				78.71				107.76				117.15				118.92				158.90				170.75
SNL Bank NASDAQ Index			100.00				72.62				58.91				69.51				61.67				73.51				105.65				109.42				118.12				163.78				172.43

 

 

Item 6.

Selected Financial Data

 

Selected Consolidated Financial Data 

 

(In thousands except		Years ended December 31
per share data and ratios)		2017				2016				2015				2014				2013
Income statement data
Interest income		$	110,849			$	102,172			$	93,170			$	89,087			$	86,464
Interest expense			7,246				4,918				4,852				5,330				9,166
Net interest income			103,603				97,254				88,318				83,757				77,298
Provision (credit) for loan losses			2,550				3,000				750				(400	)			6,550
Non-interest income			45,120				43,537				39,950				39,155				39,002
Non-interest expenses			90,991				81,520				73,398				73,209				71,352
Income before income taxes			55,182				56,271				54,120				50,103				38,398
Income tax expense			17,139				15,244				16,933				15,281				11,228
Net income		$	38,043			$	41,027			$	37,187			$	34,822			$	27,170
Per share data
Net income, basic		$	1.69			$	1.84			$	1.68			$	1.59			$	1.27
Net income, diluted			1.66				1.80				1.65				1.57				1.26
Cash dividends declared			0.80				0.72				0.64				0.59				0.54
Book value			14.71				13.88				12.80				11.75				10.47
Market value			37.70				46.95				25.19				22.23				21.28
Weighted average common and common equivalent shares - diluted			22,983				22,792				22,459				22,144				21,530
Balance sheet data
Total assets		$	3,239,646			$	3,039,481			$	2,816,801			$	2,563,868			$	2,389,262
Loans			2,409,570				2,305,375				2,033,007				1,868,550				1,721,350
Allowance for loan losses			24,885				24,007				22,441				24,920				28,522
Available for sale securities			574,524				570,074				565,876				513,056				490,031
Deposits			2,578,295				2,520,548				2,371,702				2,123,627				1,980,937
Federal funds purchased			161,352				47,374				22,477				47,390				55,295
Federal Home Loan Bank advances			49,458				51,075				43,468				36,832				34,329
Stockholders’ equity			333,644				313,872				286,519				259,895				229,444
Average balances
Stockholders’ equity		$	327,798			$	304,151			$	274,451			$	245,425			$	220,107
Assets			3,037,581				2,886,396				2,573,901				2,398,430				2,232,868
Federal Home Loan Bank advances			50,300				45,455				41,041				35,709				32,518
Long-term debt			–				–				–				–				30,477
Selected ratios
Return on average assets			1.25	%			1.42	%			1.44	%			1.45	%			1.22	%
Return on average stockholders’ equity			11.61				13.49				13.55				14.19				12.34
Average stockholders’ equity to average assets			10.79				10.54				10.66				10.23				9.86
Net interest rate spread			3.52				3.51				3.59				3.67				3.59
Net interest rate margin, fully tax-equivalent			3.63				3.59				3.67				3.75				3.74
Efficiency ratio			60.86				57.56				56.81				59.09				60.82
Non-performing loans to total loans			0.31				0.29				0.44				0.64				1.33
Non-performing assets to total assets			0.31				0.39				0.48				0.70				1.19
Net charge offs to average loans			0.07				0.07				0.17				0.18				0.60
Allowance for loan losses to total loans			1.03				1.04				1.10				1.33				1.66

 

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

 

 

Item 7.

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

 

Financial Section Summary

 

The financial section of this Form 10-K includes management’s discussion and analysis, consolidated financial statements, and the notes to those financial statements. Bancorp has prepared the following summary to assist in your review of the financial section. It is designed to give you an overview of Stock Yards Bancorp, Inc. and summarize some of the more important activities and events that occurred during 2017. Share and per share information has been adjusted to reflect the April 2016 3 for 2 stock-split which was effected in the form of a 50% stock dividend.

 

The financial section includes the following:

 

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

 

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

 

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

 

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

●

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

●

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

●

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

●

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

 

Our Business

 

Stock Yards Bancorp, Inc. was incorporated in 1988, and its business is substantially the same as that of its wholly owned subsidiary, Stock Yards Bank & Trust Company. The Bank has operated continuously since it opened in 1904. The Bank conducted business at one location for 85 years and began branching in 1989. At December 31, 2017, the Bank had 28 full service banking locations in the Louisville MSA, 4 full service banking locations in the Indianapolis MSA, and 5 full service banking locations in the Cincinnati MSA. Bancorp’s focus on flexible, attentive customer service has been key to its growth and profitability. The wide range of services provided by wealth management and trust, investment product sales, and mortgage origination helps support the corporate philosophy of capitalizing on full service customer relationships.

 

Forward-Looking Statements

 

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

 

 

Critical Accounting Policies

 

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

 

Management has identified the accounting policy related to the allowance and provision for loan losses as critical to the understanding of Bancorp’s results of operations and discussed this conclusion with the Audit Committee of the Board of Directors. Since the application of this policy requires significant management assumptions and estimates, it could result in materially different amounts to be reported if conditions or underlying circumstances were to change. The provision for loan losses reflects an allowance methodology driven by risk ratings, historical losses, specific loan loss allocations, and qualitative factors. Assumptions include many factors such as changes in borrowers’ financial condition which can change quickly or historical loss ratios related to certain loan portfolios which may or may not be indicative of future losses. In the first quarter of 2017, Bancorp extended the historical period used to capture Bancorp’s historical loss ratios from 24 quarters to 28 quarters. This extension of the historical period was applied to all classes and segments of our portfolio. The expansion of the look-back period for the quantitative historical loss rate caused us to review the overall methodology for the qualitative factors to ensure we were appropriately capturing the risk not addressed in the quantitative historical loss rate. Management believes the extension of the look-back period is appropriate to capture the impact of a full economic cycle and more accurately represents the current level of risk inherent in the loan portfolio.

 

The quarterly allowance calculation has both quantitative and qualitative factors which support the total balance of the allowance at period end. The effect of the extension of the look-back period to 28 quarters in the first quarter of 2017 resulted in a net decrease to the calculated quantitative portion of the allowance, but this was more than offset by an increase to the qualitative factors. The net impact of the extension of the look-back period was an increase in the allowance during the first quarter of 2017 of approximately $474 thousand. The change in methodology was consistent with management’s judgment regarding the risk in the loan portfolio and consistent with internal analysis showing continued strong asset quality related not only in the Company’s loan portfolio, but the Bank’s peer group as well, validating the continuation of the current economic cycle and thus the reasoning to extend the look-back period. Management will continue to evaluate the appropriateness of the look-back period based on the status of the economic cycle. To the extent that management’s assumptions prove incorrect, results from operations could be materially affected by a higher or lower provision for loan losses. The accounting policy related to the allowance for loan losses is applicable to the commercial banking segment of Bancorp. The impact and any associated risks related to this policy on Bancorp’s business operations are discussed in the “Allowance for Loan Losses” section below.

 

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

 

Bancorp’s allowance calculation includes allocations to loan portfolio segments at December 31, 2017 for qualitative factors including, among other factors, local economic and business conditions in each of our primary markets, quality and experience of lending staff and management, exceptions to lending policies, levels of and trends in past due loans and loan classifications, concentrations of credit such as collateral type, trends in portfolio growth, trends in value of underlying collateral for collateral-dependent loans, effect of other external factors such as the national economic and business trends, quality and depth of the loan review function, and management’s judgement of current trends and potential risks. Bancorp utilizes the sum of all allowance amounts derived as described above as the appropriate level of allowance for loan and lease losses. Changes in criteria used in this evaluation or availability of new information could cause the allowance to be increased or decreased in future periods. In addition, bank regulatory agencies, as part of their examination process, may require adjustments to the allowance for loan and lease losses based on their judgments and estimates.

 

 

Overview of 2017

 

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

 

In 2017, Bancorp completed another strong year of revenue, asset, and deposit growth. Total revenue, comprising net interest income and non-interest income, increased 6% to $148.7 million in 2017 from $140.8 million in 2016. Net income for the year ended December 31, 2017, was $38.0 million or $1.66 per diluted share compared with $41.0 million or $1.80 per diluted shares for 2016. Net income for the fourth quarter and full year 2017 reflected a non-cash charge of $5.9 million or $0.25 per diluted share to revalue the Company’s net deferred tax asset in connection with the Tax Cuts and Jobs Act (tax reform) enacted on December 22, 2017.

 

Key aspects of the Company’s performance for the year included:

 

●	Solid loan growth during 2017, which increased the Company’s loan portfolio nearly 5% for 2017;

●	Consistently strong net interest margin;

●	Credit quality remained at historically strong levels;

●	Continued growth in fee income, led by the Wealth Management and Trust Group; and

●	Solid returns on average assets and equity of 1.25% and 11.61%, respectively, despite the negative impact of 0.20% on return on average assets and 1.81% on return on average equity due to the year-end remeasurement charge noted above.

 

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

 

As a result of near-record loan production and sustained utilization of available lines of credit, Bancorp was able to overcome elevated loan pre-payment activity and increase the loan portfolio $104 million, or almost 5%, to $2.4 billion as of December 31, 2017. Increasing average rates on interest earning assets, along with the impact of increased volumes on loans contributed to higher interest income for 2017, as interest income increased $8.6 million, or 8%, over the same period in 2016. Deposit growth during 2017, and more significantly higher funding costs on deposits and borrowings, resulted in an increase in interest expense of $2.3 million or 47%, year over year. Bancorp benefited in recent years from historically low costs of funding, so that even a modest increase in interest expense results in a significant percentage change over prior periods. Net interest margin in 2017 increased to 3.63%, as compared with 3.59% in 2016 despite the continuing pressure of a highly competitive lending environment and increasing rates paid on deposits.

 

Total non-interest income increased $1.6 million, or 4% in 2017, as compared with 2016, and represented 30% of total revenues, down slightly from 31% in 2016. Wealth management and trust department (WM&T) income, service charges on deposits, treasury management fees, and investment products fees all increased in 2017 over 2016, with the greatest dollar increase from WM&T. WM&T represents an important part of the relationship focused philosophy of the Company and, accordingly, income from the department represents approximately 45% of total non-interest income for the Bancorp. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size and although the 2017 increase was partially the result of a rising stock market during the year, it also represented a strong year for WM&T in terms of new clients added.

 

Higher non-interest expenses for 2017 were primarily the result of increased personnel and technology costs, associated with growth and operational support, and increased amortization and impairment charges for investments in tax credit partnerships as the Bancorp increased its commitment to customers pursuing tax-advantaged projects, primarily involving historical redevelopment. Bancorp’s efficiency ratio for 2017 of 60.9% was up from 57.6% in 2016.

 

For the year ended December 31, 2017, Bancorp recorded a $2.6 million provision for loan losses, compared with $3.0 million for the same period in 2016.  The provision for loan losses represents a charge to earnings necessary to maintain an allowance for loan losses that, in management’s evaluation, is adequate to provide coverage for the inherent losses on outstanding loans. The decrease in the provision was a reflection of continued historically strong credit quality metrics. Bancorp’s allowance for loan losses was 1.03% of total loans at December 31, 2017, compared with 1.04% of total loans at December 31, 2016.

 

 

Bancorp’s effective tax rate increased to 31.1% in 2017 from 27.1% in 2016 due to the $5.9 million charge to remeasure Bancorp’s net deferred tax asset necessitated by tax reform. Bancorp anticipates an overall effective tax rate of approximately 17% in 2018. Bancorp invests in certain partnerships that yield federal income tax credits. The tax benefit of these investments exceeds the impairment charge associated with them, resulting in a positive impact on net income. In 2018, the Company expects a lower level of participation in tax-credit partnerships due to reduced investment opportunities.

 

In 2017 Bancorp adopted ASU 2016-09 “Compensation – Stock Compensation Improvements to Employee Share-Based Payment Accounting”. The new standard requires excess tax benefits and deficiencies related to share-based payment awards to be reflected in the statement of operations as a component of the provision for income taxes. In 2017 Bancorp recorded a benefit of $1.5 million for such tax benefits against the provision for income tax expense. Prior to adoption of ASU 2016-09, these tax benefits were recorded directly to additional paid-in capital.

 

As of December 31, 2017, the Company’s total equity to total assets was 10.30% compared with 10.33% at December 31, 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. It is calculated by subtracting the value of intangible assets and any preferred equity from Bancorp’s stockholders’ equity. The ratio of tangible common equity to total tangible assets was 10.25% as of December 31, 2017, compared with 10.26% at December 31, 2016. See the Non-GAAP Financial Measures section for details on reconcilement to US GAAP measures.

 

Challenges for 2018 will include managing net interest margin, achieving continued loan growth, managing credit quality and adapting to technology changes and evolving customer behavior.

 

●

Considering the increases in short-term interest rates implemented by the Federal Open Market Committee and with the expectation of additional increases in 2018, management anticipates that net interest margins will increase during the coming year. Although rising rates should have a positive effect on net interest margin, competitive pressures on rates for loans and deposits will likely result in a continued pressure on the net interest margin for 2018. Increased deposit rates will also negatively impact this expectation.

●

Bancorp’s goals for 2018 include net loan growth at a pace greater than that experienced in 2017. This will be impacted by competition, prevailing economic conditions, line of credit utilization and prepayments in the loan portfolio. Bancorp believes there is continued opportunity for loan growth in all three of its markets, and Bancorp’s ability to deliver attractive loan growth over the long-term is linked to Bancorp’s success.

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

●

Bancorp derives significant non-interest income from fees earned from wealth management and trust services. Most of these fees are based upon the market value of assets under management (AUM). To continue growth of this income source Bancorp must attract new customers and retain existing customers. Bancorp believes there is opportunity for net growth in its three markets. Growth in market values of AUM and fees is also dependent upon positive returns in the overall capital markets. Bancorp has no control over market volatility.

●

Technological advances are consistently providing opportunities for Bancorp to consider potential new products and delivery channels. Bancorp’s customers’ demand for innovative and relevant products and services is expected to trend along with the changing technology. Bancorp will need to continue to make prudent investments in technology while managing associated risks so as to remain competitive with other financial service providers.

 

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

 

Results of Operations

 

Net income was $38.0 million or $1.66 per share on a diluted basis for 2017 compared with $41.0 million or $1.80 per share for 2016 and $37.2 million or $1.65 per share for 2015.

 

 

Net income for 2017 was positively impacted by:

●

a $6.3 million, or 7% increase in net interest income, and

●

a $1.6 million, or 4% increase in non-interest income, and

●

a $450 thousand, or 15% decrease in provision for loan losses.

 

Net income for 2017 was negatively impacted by:

●

an $9.5 million, or 12% increase in non-interest expense

●

a $1.9 million, or 12% increase in income tax.

 

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

 

Net Interest Income

 

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

 

Comparative information regarding net interest income follows:

 

(Dollars in thousands)														2017/2016				2016/2015
		2017				2016				2015				Change				Change
Net interest income, tax- equivalent basis		$	104,396			$	98,088			$	89,246				6.4	%			9.9	%
Net interest spread			3.52	%			3.51	%			3.59	%			1.0	bp			(8	)bp
Net interest margin			3.63	%			3.59	%			3.67	%			4.0	bp			(8	)bp
Average earning assets		$	2,872,717			$	2,730,949			$	2,430,400				2.1	%			12.4	%
Five year Treasury note rate at year end			2.20	%			1.93	%			1.76	%			27	bp			17	bp
Average five year Treasury note rate			1.91	%			1.33	%			1.53	%			58	bp			(20	)bp
Prime rate at year end			4.50	%			3.75	%			3.50	%			75	bp			25	bp
Average prime rate			4.10	%			3.51	%			3.26	%			59	bp			25	bp
One month LIBOR at year end			1.56	%			0.77	%			0.43	%			79	bp			34	bp
Average one month LIBOR			1.11	%			0.50	%			0.20	%			61	bp			30	bp

 

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

 

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

 

Prime rate, the five year Treasury note rate and the one month LIBOR are included above to provide a general indication of the interest rate environment in which Bancorp operated. Approximately $959 million, or 40%, of Bancorp’s loans are variable rate, of which 97% are indexed to either the prime rate or the one month LIBOR and generally reprice as those rates change. As of December 31, 2017, virtually all variable rate loans with floors have increased to or beyond their floor rates and will reprice at the next index rate change. At inception, most of Bancorp’s fixed rate loans are priced in relation to the five year Treasury note.

 

 

Average loan balances increased $143 million or 7% in 2017. The Federal Reserve increased the target federal funds rate three times during the year, and rising interest rates allowed for an increase in loan yields of 9 basis points despite an intensely competitive lending environment. Bancorp grew average interest bearing deposits $76 million or 4%. Average interest costs on interest bearing deposits increased 10 basis points as management increased rates on certain deposit accounts during 2017. Average Federal Home Loan Bank (“FHLB”) advances increased by $4.8 million or 10.7%, with average rates increasing by 22 basis points.

 

Considering the recent increase in short-term interest rates implemented by the Federal Open Market Committee and with the expectation of additional increases in 2018, management anticipates that net interest margins will increase modestly during the coming year. However, competitive pressures on rates for new loans could result in pressure on the net interest margin for 2018. Approximately 60% of the Company’s loans are fixed-rate loans so future rate increases may begin to benefit this part of the portfolio as existing fixed-rate loans renew and new fixed-rate loans originate at higher rates. The margin could be affected negatively if competition causes further increases in deposit rates or if competitive conditions for loan pricing within Bancorp’s markets prevents the realization of higher fixed rates. Bancorp recognizes that higher rates paid on alternative investments available to customers will eventually force deposit interest rates to increase more quickly and severely than what has been experienced to date.

 

Asset/Liability Management and Interest Rate Risk

 

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

 

Interest Rate Simulation Sensitivity Analysis

 

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

 

The December 31, 2017 simulation analysis, which shows little interest rate sensitivity, indicates that Bancorp is liability sensitive as increases in interest rates of 100 to 200 basis points have a negative effect on net interest income.  If rates raise 200 basis points, net interest income would decrease 2.90%. The excess liquidity held in interest bearing deposit accounts and other short-term investments along with variable rate loans now at or above their floors gives Bancorp significant assets that will reprice as rates move. However, expected rate increases on non-maturity deposit accounts result in increased interest expense that would exceed additional interest income earned. Asset balances subject to immediate repricing cause an estimated decline in net interest income in down 100 and 200 basis point rate scenarios as rates on non-maturity deposits cannot be lowered sufficiently to offset declining interest income. These estimates are summarized below.

 

		Net interest income % change
Increase 200 bp		(2.90)
Increase 100 bp		(1.46)
Decrease 100 bp		(1.40)
Decrease 200 bp		(4.83)

 

Approximately 60% of Bancorp’s loan portfolio has fixed rates and 40% of its loan portfolio is priced at variable rates. With the Prime rate currently at 4.50%, and after the .25% increase in Prime in December 2017, virtually all of Bancorp’s variable rate loans now have interest rates at or above their floors. This effect is captured in the simulation analysis above.

 

 

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

 

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

 

The following table presents the increases in net interest income due to changes in rate and volume computed on a tax-equivalent basis and indicates how net interest income in 2017 and 2016 was impacted by volume increases and the lower average interest rate environment. Tax-equivalent adjustments are based on a 35% federal tax rate. The change in interest due to both rate and volume has been allocated to the change due to rate and the change due to volume in proportion to the relationship of the absolute dollar amounts of the change in each.

 

Taxable Equivalent Rate/Volume Analysis

 

		2017/2016												2016/2015
		Increase (decrease)												Increase (decrease)
		due to												due to
(In thousands)		Net change				Rate				Volume				Net change				Rate				Volume
Interest income
Loans		$	8,081			$	1,851			$	6,230			$	8,321			$	(1,804	)		$	10,125
Federal funds sold and interest bearing deposits			839				714				125				228				191				37
Mortgage loans held for sale			(46	)			24				(70	)			(12	)			10				(22	)
Securities
Taxable			(86	)			142				(228	)			331				(787	)			1,118
Tax-exempt			(152	)			79				(231	)			40				12				28
Total interest income			8,636				2,810				5,826				8,908				(2,378	)			11,286
Interest expense
Deposits
Interest bearing demand deposits			596				540				56				385				171				214
Savings deposits			132				127				5				4				(1	)			5
Money market deposits			1,263				1,172				91				172				144				28
Time deposits			41				129				(88	)			(357	)			(166	)			(191	)
Securities sold under agreements to repurchase			(2	)			(17	)			15				(13	)			(7	)			(6	)
Federal funds purchased and other short-term borrowings			106				117				(11	)			51				33				18
Federal Home Loan Bank advances			192				106				86				(176	)			(269	)			93
Total interest expense			2,328				2,174				154				66				(95	)			161
Net interest income		$	6,308			$	636			$	5,672			$	8,842			$	(2,283	)		$	11,125

 

 

Bancorp’s tax equivalent net interest income increased $6.3 million for the year ended December 31, 2017 compared with the same period of 2016, while 2016 increased $8.8 million compared with 2015.

 

 

As shown in the table above, net interest income for 2017 compared with 2016 was positively impacted, most significantly by an increase in loan volume and to a lesser extent interest rates earned on loans. Investments in federal funds sold and interest bearing deposits volume and rates positively impacted net interest income. Declines in securities volumes, increased rates paid on deposit balances, and to a lesser extent increased rates paid on federal funds purchased, other short-term borrowings, and FHLB advances negatively impacted net interest income. Net interest income for the comparative periods was positively impacted by an increase in the average rate earned on assets, which exceeded the increase in the average rate paid on deposits.

 

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

 

Provision for Loan Losses

 

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

 

(Dollars in thousands)		2017				2016				2015
Provision (credit) for loan losses		$	2,550			$	3,000			$	750
Allowance to loans at year end			1.03	%			1.04	%			1.10	%
Allowance to average loans for year			1.08				1.11				1.17

 

 

The provision for loan losses represents a charge to earnings necessary to maintain an allowance for loan losses that, in management’s evaluation, is adequate to provide coverage for inherent losses on outstanding loans. The allowance for loan losses is calculated after considering credit quality factors, and ultimately relies on an overall internal analysis of risk in the loan portfolio. Based on this analysis, the provision for loan losses is determined and recorded. The provision reflects the results of an allowance methodology that is driven by risk ratings, historical losses, specific loan loss allocations, and qualitative factors. The 2017 provision reflected a number of factors, including loan growth and qualitative considerations. Key indicators of loan quality remained consistent with prior years. Bancorp considers the present asset quality metrics to be exceptionally strong. Recognizing the cyclical nature of the lending business, this trend will most likely normalize over the long term. More information on this process can be found in the “Allowance for loan losses” section.

 

Non-performing loans increased to $7.4 million at December 31, 2017 from $6.7 million at year-end 2016, primarily due to an increase in non-accrual loans. Troubled debt restructurings (TDRs) currently accruing interest, decreased from $974 thousand at December 31, 2016 to $869 thousand at December 31, 2017, declining as a result of payments applied to principal on the four loans involved. The ratio of non-performing loans to total loans was 0.31% at December 31, 2017, compared with 0.29% at December 31, 2016, with both ratios representing historic lows. Another key metric, net charge-offs, totaled 0.07% of average loans for 2017 equaling the 0.07% reported for 2016. See “Financial Condition-Non-performing Loans and Assets” for further discussion of non-performing loans.  See “Financial Condition-Summary of Loan Loss Experience” for further discussion of loans charged off during the year.

 

Bancorp’s loan portfolio is diversified with no significant concentrations of credit. Geographically, most loans are extended to borrowers in the metropolitan areas of Louisville, Indianapolis and Cincinnati. The adequacy of the allowance is monitored on an ongoing basis and it is the opinion of management that the balance of the allowance for loan losses at December 31, 2017 is adequate to absorb probable losses inherent in the loan portfolio as of the financial statement date. See “Financial Condition-Allowance for Loan Losses” for more information on the allowance for loan losses.

 

 

Non-Interest Income and Non-Interest Expenses

 

The following table provides a comparison of components of non-interest income for 2017, 2016 and 2015. Below the table is a discussion of significant changes and trends. To provide more granularity, certain non-interest income and expense amounts have been re-categorized from prior years with the changes reflected in all periods presented.

 

														2017/2016								2016/2015
(Dollars in thousands)		2017				2016				2015				Change				%				Change				%
Wealth management and trust services		$	20,505			$	19,155			$	18,026			$	1,350				7.0	%		$	1,129				6.3	%
Deposit service charges			6,461				6,253				6,010				208				3.3				243				4.0
Debit and credit cards			5,979				5,655				4,876				324				5.7				779				16.0
Treasury management			4,008				3,651				3,404				357				9.8				247				7.3
Mortgage banking			3,221				3,897				3,488				(676	)			(17.3	)			409				11.7
Loss on sale of securities			(232	)			–				–				(232	)			–				–				–
Investment product sales commissions and fees			2,200				2,145				1,994				55				2.6				151				7.6
Bank owned life insurance			1,159				871				889				288				33.1				(18	)			(2.0	)
Other			1,819				1,910				1,263				(91	)			(4.8	)			647				51.2
		$	45,120			$	43,537			$	39,950			$	1,583				3.6	%		$	3,587				9.0	%

 

 

Wealth Management and Trust

 

The largest component of non-interest income is wealth management and trust (“WM&T”) revenue. The magnitude of WM&T revenue distinguishes Bancorp from other community banks of similar asset size. Trust assets under management totaled $2.8 billion at December 31, 2017, a 12% increase compared with $2.5 billion at December 31, 2016. Assets under management are stated at market value. WM&T revenue, which constitutes an average of 45% of non-interest income, increased $1.4 million, or 7.0%, for 2017 compared with 2016. The 2017 increase in WM&T revenue was the result of both a rising stock market and a continuance of new clients added. Recurring fees, which generally comprise over 97% of the WM&T revenue, increased $2.3 million, or 13.3%, in 2017, compared with 2016. Recurring fees earned for managing accounts are based on a percentage of market value of the assets under management and are typically assessed on a monthly basis. Some revenues of the WM&T department, most notably executor, insurance, and some employee benefit plan-related fees, are non-recurring in nature and the timing of these revenues corresponds with the related administrative activities, and is also based on the market value of assets under management. Total non-recurring fees decreased $334 thousand for 2017, compared with 2016. Contracts between WM&T and their clients do not permit performance based fees and accordingly, none of the fees earned by WM&T are performance based. Management believes the WM&T department will continue to factor significantly in Bancorp’s financial results and provide strategic diversity to revenue streams. Management is optimistic that the WM&T department will deliver consistent growth in 2018, but notes that increased market volatility could affect near-term results.

 

The following table provides information regarding assets under management (AUM) by WM&T as of December 31, 2017 and 2016. This table demonstrates that:

 

●

Approximately 79% of AUM are actively managed.

●

Corporate retirement plan accounts consist primarily of participant directed assets.

●

The amount of custody and safekeeping accounts is insignificant, and

●

The majority of managed assets are in personal trust and investment advisory accounts.

 

 

Assets Under Management by Account Type		December 31, 2017								December 31, 2016
(In thousands)		Managed				Non-managed (1)				Managed				Non-managed (1)
Personal trust accounts		$	535,931			$	98,358			$	548,132			$	92,880
Personal individual retirement accounts			350,841				7,407				306,496				8,150
Corporate retirement accounts			54,688				400,793				52,047				355,150
Investment advisory accounts			1,079,569				21,213				847,587				18,356
Foundation and endowment accounts			208,314				–				223,741				–
Total fiduciary accounts		$	2,229,343			$	527,771			$	1,978,003			$	474,536
Custody and safekeeping accounts			–				52,385				–				70,872
Totals		$	2,229,343			$	580,156			$	1,978,003			$	545,408
Total managed and non-managed assets		$	2,809,499							$	2,523,411

 

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

 

The table below presents data regarding WM&T managed assets by class of investment as of December 31, 2017 and 2016. Managed assets are invested in instruments for which market values can be readily determined, the majority of which are sensitive to market fluctuations. This table demonstrates that:

 

●

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

●

The majority of these instruments are sensitive to market fluctuations.

●

The composition of managed assets is divided approximately 63% in equities and 37% in fixed income, and this composition is relatively consistent from year to year, and

●

The Bank has no proprietary mutual funds.

 

Managed Assets by Class of Investment
		As of December 31,
(In thousands)		2017				2016
Non-interest bearing deposits		$	–			$	145
Interest bearing deposits			127,237				148,751
US Treasury and government agency obligations			43,582				39,862
State, county and municipal obligations			135,056				120,576
Money market mutual funds			7,811				12,908
Equity mutual funds			560,605				452,593
Other mutual funds - fixed, balanced, and municipal			304,765				300,811
Other notes and bonds			124,380				92,338
Common and preferred stocks			843,006				708,782
Real estate mortgages			369				388
Real estate			49,344				45,502
Other miscellaneous assets (1)			33,188				55,347
Total managed assets		$	2,229,343			$	1,978,003

 

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

 

 

The table below provides information regarding fee income earned by Bancorp’s WM&T department for the years ended December 31, 2017, 2016 and 2015. It demonstrates that WM&T fee revenue is earned most significantly from personal trust and investment advisory accounts. Fees are based on AUM and tailored for individual accounts and/or relationships. WM&T uses a fee structure that considers and tailors based on type of account and other factors. For example, fee structures are in place for investment management, irrevocable trusts, revocable trusts, IRA accounts, and accounts holding only fixed income securities. There are also fee structures for estate settlements, which are non-recurring, and retirement plan services which typically consist of a one-time conversion fee with recurring AUM fees to follow. All fees are based on the market value of each account and are tiered based on account size, with larger relationships paying a lower percentage of AUM in fees. Fees are agreed upon at the time the account is opened and these and any subsequent revisions are communicated in writing to the customer. Fees earned are not performance based nor are they based on investment strategy or transactions.

 

Wealth Management and Trust Services Income
		Years Ended December 31,
(In thousands)		2017				2016				2015
Personal trust accounts		$	7,285			$	7,142			$	6,825
Personal individual retirement accounts			4,829				4,649				4,339
Corporate retirement accounts			2				3				3
Investment advisory accounts			7,464				6,521				6,087
Foundation and endowment accounts			540				491				433
Custody and safekeeping accounts			152				104				90
Brokerage and insurance services			40				45				132
Other			193				200				117
Total		$	20,505			$	19,155			$	18,026

 

 

Other Non-interest Income

 

Deposit service charges increased $208 thousand, or 3.3%, for 2017 compared with 2016. Service charge income is driven by transaction volume, which can fluctuate throughout the year. The increases for 2017 are primarily due to the introduction of a new checking account in the third quarter of 2016. This product provides ancillary services to customers, while carrying a monthly service charge. Fees earned on this product in 2017 totaled $846 thousand compared with $440 thousand in 2016. Another significant component of service charges is related to fees earned on checking account overdrafts, which declined $145 thousand in 2017 compared with 2016. Management expects this source of revenue to slowly decline due to anticipated changes in customer behavior, including reduced check volume, and ongoing regulatory restrictions.

 

Deposit service charges increased $243 thousand, or 4.0%, for 2016 compared with 2015. The increase for 2016 was primarily due to the introduction of the new checking account product introduced during the year as referenced above.

 

Debit and credit card revenue increased $324 thousand, or 5.7%, for 2017 compared with 2016. Bankcard revenue primarily represents income the Bank derives from customers’ use of debit and credit cards. The increase in 2017 reflected volume resulting from commercial credit cards, as this product is still in its early development at the Company. Volume, which is dependent on customer behavior and new accounts, is expected to continue to increase. In contrast, interchange income is based on rates set by service providers in a competitive market. Bancorp expects a slight decrease in interchange rates as service providers gravitate to lower cost options within the market.

 

Debit and credit card revenue increased $779 thousand or 16.0% in 2016 compared with 2015 due largely to increased volume resulting from newly offered commercial credit cards.

 

Treasury management revenue primarily consists of fees earned for cash management services provided to commercial customers. This category has been a growing source of revenue for Bancorp including an increase in 2017 of $357 thousand or 9.8% compared with 2016. Treasury management revenue increased $247 thousand or 7.3% in 2016 compared with 2015. Bancorp expects this category to continue to grow in 2018 at a pace comparable to 2017 due to an expanding customer base and as more existing customers take advantage of offered services.

 

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 loans sold are locked with the investor prior to closing the loans, thus Bancorp bears no interest rate risk related to these loans. The department offers conventional, VA and FHA financing, for purchases and refinances, as well as programs for first-time home buyers. Interest rates on mortgage loans directly impact the volume of business transacted by the mortgage banking division. Mortgage banking revenue decreased $676 thousand, or 17.3%, in 2017 compared with 2016 after having increased $409 thousand or 11.7% in 2016 compared with 2015. In Bancorp’s primary market of Louisville, Kentucky, the housing inventory was low, contributing to this decline. As interest rates have risen, Bancorp has also experienced a slowing of refinancing activity.

 

 

In 2017, Bancorp sold an equity security realizing a loss of $263 thousand. One security was called prior to maturity in 2017 resulting in the receipt of a $31 thousand pre-payment penalty. The penalty income was classified as a realized gain on the call of available for sale securities. In 2016, Bancorp did not sell any securities. In 2015, Bancorp sold securities with total fair market value of $5.9 million, generating no gain or loss. These securities consisted of agency and mortgage-backed securities with small remaining balances. Management has the intent and ability to hold all remaining investment securities available-for-sale for the foreseeable future.

 

Investment product sales commissions and fees increased $55 thousand, or 2.6% in 2017 despite Department of Labor regulations that resulted in fee restructuring, and in many cases reductions, for many types of investment products. Investment product sales commissions increased $151 thousand or 7.6% in 2016, corresponding to overall brokerage volume. Investment products commissions and fees consist primarily of stock, bond and mutual fund sales as well as wrap fees on accounts. Wrap fees are charges for investment programs that bundle together a suite of services, such as brokerage, advisory, research and management, and are based on a percentage of assets. Bancorp deploys its brokers primarily through its branch network via an arrangement with a third party broker-dealer, while larger managed accounts are serviced in the Bank’s WM&T department.

 

Income related to bank-owned life insurance (“BOLI”) increased to $1.2 million in 2017 compared with $871 thousand for 2016. The increase is attributable to receipt of a $348 thousand death benefit during 2017.  BOLI income decreased $18 thousand or 2% in 2016 compared with 2015. BOLI assets represent the cash surrender value of 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 decreased $91 thousand, or 4.8%, during 2017 compared with 2016. Included in this category is swap fee income, which totaled $227 thousand and $527 thousand for 2017 and 2016, respectively. Opportunities to earn swap fee income are sporadic due to the specialized nature of the transactions. Somewhat offsetting the swap fee income decline in 2017 was additional income related to the exit of a tax credit partnership totaling $154 thousand. 2016 other non-interest income increased $647 thousand in 2016 compared with 2015. Swap fees in 2015 were down $467 thousand compared with 2016. This category contains a variety of other income sources, none of which resulted in individually significant variances in either comparison.

 

 

Non-interest expenses

 

The following table provides a comparison of components of non-interest expenses for 2017, 2016 and 2015. Below the table is a discussion of significant changes and trends.

 

														2017/2016								2016/2015
(Dollars in thousands)		2017				2016				2015				Change				%				Change				%
Compensation		$	42,584			$	40,817			$	36,597			$	1,767				4.3	%		$	4,220				11.5	%
Employee benefits			9,987				8,368				8,112				1,619				19.3				256				3.2
Net occupancy and equipment			7,393				7,422				6,986				(29	)			(0.4	)			436				6.2
Technology and communications			8,525				7,619				6,891				906				11.9				728				10.6
Marketing and business development			2,716				2,464				2,579				252				10.2				(115	)			(4.5	)
Postage, printing and supplies			1,475				1,521				1,436				(46	)			(3.0	)			85				5.9
Legal and professional			2,393				1,869				1,832				524				28.0				37				2.0
FDIC insurance			960				1,181				1,258				(221	)			(18.7	)			(77	)			(6.1	)
Amortization/impairment of investment in tax credit partnerships			7,124				4,458				634				2,666				59.8				3,824				603.2
Capital and deposits based taxes			3,440				2,800				2,413				640				22.9				387				16.0
Other			4,394				3,001				4,660				1,393				46.4				(1,659	)			(35.6	)
		$	90,991			$	81,520			$	73,398			$	9,471				11.6	%		$	8,122				11.1	%

 

Compensation, which includes salaries, incentives, bonuses, and share based compensation, increased $1.8 million in 2017 compared with 2016. Much of the increase reflected a full year’s impact in 2017 from the addition of personnel associated with growth and operational support during 2016. At December 31, 2017, Bancorp had 580 full-time equivalent employees compared with 578 at December 31, 2016 and 555 at December 31, 2015. The increase from 2015 to 2016 was due to adding personnel associated with growth and operational support and higher incentive compensation related to accelerating loan and earnings growth.

 

Employee benefits consists of all personnel related expense not included in compensation, with the two most significant items being health insurance and payroll taxes. Employee benefits increased $1.6 million or 19.3% in 2017 compared with 2016, primarily due to increased health insurance costs year over year of $1.4 million. Bancorp is self-insured, and health insurance costs fluctuate based on levels of claims. The increase in employee benefits in 2016 compared with 2015 was due primarily to an increase in retirement plan costs.

 

Net occupancy and equipment expense decreased $29 thousand, or 0.4%, from 2017 to 2016 with no one factor driving the variance. 2016 expense increased $436 thousand or 6.2% compared with 2015 largely due to higher rent and depreciation for locations added during 2015 and increased maintenance costs company-wide. At December 31, 2017, Bancorp had 37 banking center locations, including the main office, and a separate operations center. Costs of capital asset additions flow through the statement of income over the lives of the assets in the form of depreciation expense.

 

Technology and communications expenses increased $906 thousand, or 11.9%, from 2016 to 2017, largely due to increases in computer system improvements. This category includes computer software amortization, equipment depreciation, and expenditures related to investments in new technology needed to maintain and improve the quality of customer delivery channels and internal resources. 2016 expense increased $728 thousand or 10.6% compared with 2015 largely due to increases in computer maintenance and repair costs resulting from system improvements and expenses related to the issuance and processing of business credit cards.

 

Marketing and business development expenses include all costs associated with promoting Bancorp, community investment, retaining customers and acquiring new business. Category expense increased $252 thousand or 10.2% in 2017 compared with 2016, due largely to an increase in community donations within Bancorp’s market areas offset somewhat by decreased advertising expense. 2016 expense compared with 2015 decreased $115 thousand or 4.5% due to lower advertising costs and community donations.

 

Postage, printing and supplies expenses decreased $46 thousand or 3.0% in 2017 compared with 2016. The decline year over year was comprised of numerous items, none of which were individually significant. 2016 expense increased $85 thousand or 5.9% compared with 2015. The increase was largely due to increased printing costs associated with outsourcing statement printing and mailing services.

 

 

Legal and professional fees increased $524 thousand to $2.4 million in 2017 from $1.9 million in 2016. Legal fees increased $174 thousand or 34% in 2017 compared with 2016 primarily due to increased litigation costs arising through the normal course of business. Professional and consulting fees increased $350 thousand or 26.5% due to increased fees associated with out-sourcing assistance for loan review and tax services. Legal and professional fees increased $37 thousand or 2% in 2016 compared with 2015 with no one factor driving the variance.

 

FDIC insurance expense decreased $221 thousand, or 18.7% for the year ended December 31, 2017, as compared with the same period in 2016. The assessment is calculated by the FDIC on a quarterly basis, and the decline in expense is due primarily to a change in assessment methodology. During 2016, the FDIC revised the assessment criteria to more closely align FDIC assessments with each financial institution’s risks. Bancorp benefited from this change which resulted in 2016 expense decreasing $77 thousand or 6.1% compared with 2015.

 

Capital and deposit based taxes increased $640 thousand or 22.9%, and $387 thousand or 16% in 2017 and 2016, respectively. The 2017 increase was largely due to increased capital-based franchise tax, while the 2016 increase was primarily due to increased city and county deposit based taxes as deposits grew across Bancorp’s markets.

 

Amortization/impairment of investments in tax credit partnership increased $2.7 million for the year ended December 31, 2017 compared with the same period of 2016. The 2016 expense represented a $3.8 million increase compared with 2015. These partnerships generate federal income tax credits. The amounts of credits and corresponding expenses can vary widely depending upon the timing and magnitude of investments. For each of Bancorp’s investments in tax credit partnerships, the tax benefit compared to related expenses results in a positive effect on net income. See the Income Taxes section below for details on these credits and expenses.

 

Other non-interest expenses increased $1.4 million, or 46.4% for the year ended December 31, 2017 compared with the same period of 2016. Significant items impacting the variance consist of the following:

 

●

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

●

A decrease of $370 thousand on gains from the sale of repossessed assets as 2017 net gains totaled $39 thousand compared with $409 thousand in 2016.

●

A $266 thousand liability accrual in 2017 related to an estimated loss from certain administrative proceedings arising in the course of our business.

●

Expenses associated with the services offered on a new checking account product increased $137 thousand in 2017 over 2016.

●

Losses on debit cards and check loss increased $165 thousand in 2017 compared with 2016.

●

These decreases were partially offset by reduced losses on the sale of other assets in 2017 as compared with 2016.

 

Other non-interest expenses decreased $1.7 million, or 35.6% for the year ended December 31, 2016 compared with the same period of 2015. Significant items impacting the variance consisting of the following:

 

●

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

●

A decrease in the provision expense for estimated losses on unfunded commitments; expense of $432 thousand for 2015 as compared to a net reduction of $82 thousand in 2016.

●

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

 

Bancorp’s efficiency ratio for 2017 of 60.9% increased from 57.6% in 2016. Excluding the amortization of the investments in tax credit partnerships, the adjusted efficiency ratio, a non-GAAP measure, would have been 56.1% and 54.4% for 2017 and 2016, respectively. See the Non-GAAP Financial Measures section for details on reconcilement to US GAAP measures.

 

 

Income Taxes

 

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

 

(Dollars in thousands)		2017				2016				2015
Income tax expense		$	17,139			$	15,244			$	16,933
Effective tax rate			31.06	%			27.1	%			31.3	%

 

 

The increase in the effective tax rate, 2016 to 2017, is the result of the non-cash charge of $5.9 million resulting from tax reform offset partially by higher utilization of federal income tax credits in 2017. Bancorp invests in certain partnerships that yield federal income tax credits. For each of Bancorp’s investments in tax credit partnerships the tax benefit compared to related expenses results in a positive effect on net income. Also partially offsetting the effect of the tax reform related charge was the adoption of ASU 2016-09 “Compensation – Stock Compensation Improvements to Employee Share-Based Payment Accounting”. The new standard requires excess tax benefits and deficiencies related to share-based payment awards to be reflected in the statement of operations as a component of the provision for income taxes. For 2017 Bancorp recorded a benefit of $1.5 million for such excess benefits against the provision for income tax expense. Prior to adoption of ASU 2016-09, these tax benefits were recorded directly to additional paid-in capital. Tax benefits recorded to capital for 2016 and 2015 were $1.7 million and $673 thousand, respectively.

 

The decrease in the effective tax rate from 2015 to 2016 was largely the result of higher utilization of federal income tax credits in 2016. For more information regarding income taxes and the effective tax rate see Note 8 to Bancorp’s consolidated financial statements.

 

Financial Condition

 

Earning Assets and Interest Bearing Liabilities

 

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

 

														2017/2016								2016/2015
(Dollars in thousands)		2017				2016				2015				Change				%				Change				%
Average earning assets		$	2,872,717			$	2,730,949			$	2,430,400			$	141,768				5.2	%		$	300,549				12.4	%
Average interest bearing liabilities			1,980,873				1,895,258				1,715,584				85,615				4.3				179,674				10.5
Average total assets			3,037,581				2,886,396				2,573,901				151,185				5.0				312,495				12.1
Total year end assets			3,239,646				3,039,481				2,816,801				200,165				6.2				222,680				7.9

 

 

Bancorp continues to experience growth in earning assets primarily in the area of loans.  From 2016 to 2017, average loans increased 6.7%, or $143.3 million, compared with 12.3% or $235.2 million from 2015 to 2016. Growth has been all organic as each of Bancorp’s three markets continued to participate in accelerated loan production and net loan growth. Bancorp was able to achieve 4.5% annual loan growth in 2017 despite elevated levels of commercial real estate (CRE) loan payoffs, resulting from borrowers moving elsewhere for permanent financing and CRE loans for which collateral was sold. These repayments were largely anticipated. Loan growth during 2017 reflected ongoing expansion in key lending categories such as commercial and industrial lending and non-owner occupied commercial real estate lending. Bancorp has remained well under regulatory guidelines for commercial investment real estate. Utilization rates on lines of credit excluding construction loans were 52%, 51% and 49% as of December 31 2017, 2016 and 2015, respectively. Somewhat offsetting loan growth, average securities available-for-sale decreased $21.0 million, or 4.37% from 2016 to 2017, compared with increasing $55.2 million, or 13.0% from 2015 to 2016. In anticipation of loan growth, management did not replace maturing securities.

 

The increase in average interest bearing liabilities from 2016 to 2017 occurred primarily in demand deposits and money market deposit accounts (MMDAs) as customers continued to have excess cash balances and few short-term investment alternatives in the current rate environment. Average total interest bearing deposit accounts increased 4.3% and non-interest bearing deposit accounts increased 5.2% in 2017. Time deposits decreased 5.9% or $14.8 million in 2017 as compared with 11.2% or $31.9 million in 2016, as Bancorp intentionally did not renew higher cost deposits. Bancorp continued to utilize fixed rate advances from the FHLB during 2017 as these rates compared favorably to similar term time deposits.  Bancorp had an average of $50.3 million in outstanding FHLB advances in 2017 compared with $45.5 million and $41.0 million in 2016 and 2015, respectively.  Securities sold under agreement to repurchase averaged $70.1 million in 2017 compared with $62.7 million in 2016. Securities sold under agreements to repurchase represent excess funds from certain commercial customers as part of a cash management service.

 

 

At December 31, 2017, Bancorp had excess cash balances resulting from seasonal deposits of approximately $100 million. These funds are invested in short-term investments, as deposit balances are expected to return to normal levels during the first two quarters of 2018. While these accounts are profitable, the excess investment is expected to have a negative effect on net interest margin for the first six months of 2018 since short term rates are significantly lower than rates for longer term earning assets.

 

Average Balances and Interest Rates – Taxable Equivalent Basis

 

		Year 2017												Year 2016												Year 2015
(Dollars in thousands)		Average balances				Interest				Average rate				Average balances				Interest				Average rate				Average balances				Interest				Average rate
Earning assets
Federal funds sold and interest bearing due from banks		$	113,088			$	1,330				1.18	%		$	92,994			$	491				0.53	%		$	82,405			$	263				0.32	%
Mortgage loans held for sale			3,545				191				5.39				4,881				237				4.86				5,345				249				4.66
Securities
Taxable			406,342				8,030				1.98				419,422				8,197				1.95				365,188				7,867				2.15
Tax-exempt			52,614				1,558				2.96				60,516				1,710				2.83				59,535				1,670				2.81
FHLB stock and other securities			7,016				335				4.77				6,347				254				4.00				6,347				253				3.99
Loans, net of unearned income			2,290,112				100,198				4.38				2,146,789				92,117				4.29				1,911,580				83,796				4.38
Total earning assets			2,872,717				111,642				3.89	%			2,730,949				103,006				3.77	%			2,430,400				94,098				3.87	%
Less allowance for loan losses			24,974												23,454												23,827
			2,847,743												2,707,495												2,406,573
Non-earning assets
Cash and due from banks			41,621												41,043												38,952
Premises and equipment			41,793												41,813												39,957
All other assets			106,424												96,045												88,419
Total assets		$	3,037,581											$	2,886,396											$	2,573,901
Interest bearing liabilities
Deposits
Interest bearing demand deposits		$	757,023			$	1,574				0.21	%		$	717,800			$	978				0.14	%		$	545,158			$	593				0.11	%
Savings deposits			148,510				179				0.12				135,051				47				0.03				119,821				43				0.04
Money market deposits			697,182				2,740				0.39				658,837				1,477				0.22				645,215				1,305				0.20
Time deposits			237,368				1,482				0.62				252,170				1,441				0.57				284,062				1,798				0.63
Securities sold under agreements to repurchase			70,187				134				0.19				62,670				136				0.22				65,140				149				0.23
Federal funds purchased and other short-term borrowings			20,303				182				0.90				23,275				76				0.33				15,147				25				0.17
FHLB advances			50,300				955				1.90				45,455				763				1.68				41,041				939				2.29
Total interest bearing liabilities			1,980,873				7,246				0.37	%			1,895,258				4,918				0.26	%			1,715,584				4,852				0.28	%
Non-interest bearing liabilities
Non-interest bearing demand deposits			684,044												650,036												558,185
Accrued interest payable and other liabilities			44,866												36,951												25,681
Total liabilities			2,709,783												2,582,245												2,299,450
Stockholders’ equity			327,798												304,151												274,451
Total liabilities and stockholders’ equity		$	3,037,581											$	2,886,396											$	2,573,901
Net interest income						$	104,396											$	98,088											$	89,246
Net interest spread											3.52	%											3.51	%											3.59	%
Net interest margin											3.63	%											3.59	%											3.67	%

 

Notes:

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

●	The approximate tax-equivalent adjustments to interest income were $794,000, $834,000 and $928,000 for the years ended December 31, 2017, 2016 and 2015, respectively.

●	Average balances for loans include the principal balance of non-accrual loans and exclude participation loans accounted for as secured borrowings. The average balance of these participation loans totaled $18,744,000, $12,364,000 and $7,621,000 for the years ended December 31, 2017, 2016 and 2015.

●	Loan interest income includes loan fees and is computed on a fully tax-equivalent basis using the federal income tax rate of 35%. Loan fees, net of deferred costs, included in interest income amounted to $1,013,000, $1,367,000 and $843,000 in 2017, 2016 and 2015, respectively.

 

 

Securities

 

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

 

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

 

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

 

		December 31
(In thousands)		2017				2016
U.S. Treasury obligations		$	149,984			$	74,998
Government sponsored enterprise obligations			213,844				268,090
Mortgage-backed securities – government agencies			161,507				168,843
Obligations of states and political subdivisions			49,189				57,444
Corporate equity securities			–				699
		$	574,524			$	570,074

 

Corporate equity securities in 2016 consisted of common stock in a publicly-traded small business investment company. Bancorp sold the security in 2017.

 

The maturity distribution and weighted average interest rates of debt securities available-for-sale at December 31, 2017 are as follows:

 

		Within one year								After one but within five years								After five but within ten years								After ten years
(Dollars in thousands)		Amount				Rate				Amount				Rate				Amount				Rate				Amount				Rate
U.S. Treasury Obligations		$	149,984				0.98	%		$	–				–	%		$	–				–	%		$	–				–	%
Government sponsored enterprise obligations			26,086				1.53				65,258				1.5				7,387				2.07				115,114				2.61
Mortgage-backed securities – government agencies			–				–				9,842				1.83				41,584				1.96				110,081				2.31
Obligations of states and political subdivisions			11,705				1.69				31,183				2.36				6,300				1.73				–				–
		$	187,775				1.10	%		$	106,283				1.78	%		$	55,271				1.95	%		$	225,195				2.46	%

 

 

U.S. Treasury securities totaling $150 million consisted of short-term treasury bills, which matured in January 2017 and were purchased in the fourth quarter of 2017 as a tax reduction strategy. In this regard, Bancorp typically purchases $150 million in short term securities over each quarter end.

 

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

 

 

Loan Portfolio

 

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

 

(In thousands)		2017				2016				2015				2014				2013
Commercial and industrial		$	779,014			$	736,841			$	644,398			$	571,754			$	510,739
Construction and development, excluding undeveloped land			195,912				192,348				134,482				95,733				99,719
Undeveloped land (1)			18,988				21,496				21,185				21,268				29,871
Real estate mortgage:
Commercial investment			594,902				538,886				436,989				448,567				405,554
Owner Occupied commercial			398,685				408,292				420,666				380,237				353,915
1-4 family residential			262,110				249,498				226,575				211,548				183,700
Home equity - first lien			57,110				55,325				50,115				43,779				40,251
Home equity - junior lien			63,981				67,519				63,066				66,268				63,403
Subtotal: Real estate mortgage			1,376,788				1,319,520				1,197,411				1,150,399				1,046,823
Consumer			38,868				35,170				35,531				29,396				34,198
Total loans		$	2,409,570			$	2,305,375			$	2,033,007			$	1,868,550			$	1,721,350

 

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

 

Bancorp’s loan portfolio increased $104 million, or 4.5%, during 2017 as a result of near-record loan production and stable utilization of available lines of credit challenged by elevated levels of prepayments and payoffs.

 

Bancorp occasionally enters into loan participation agreements with other banks to diversify credit risk. For certain sold participation loans, Bancorp has retained effective control of the loans, typically by restricting the participating institutions from pledging or selling their share of the loan without permission from Bancorp. US GAAP requires the participated portion of these loans to be recorded as secured borrowings. These participated loans are included in commercial and industrial and real estate mortgage loan totals above, and a corresponding liability is recorded in other liabilities. At December 31, 2017 and 2016, total participated portions of loans of this nature were $18.2 million and $15.8 million respectively.

 

The following tables detail amounts of loans at December 31, 2017 which, based on remaining scheduled repayments of principal, are due in the periods indicated. Also shown are commercial and industrial loans due after one year and construction, development and undeveloped land loans due after one year, classified according to sensitivity to changes in interest rates. 

 

		Maturing
(In thousands)		Within one year				After one but within five years				After five years				Total
Commercial and industrial		$	312,331			$	293,718			$	172,965			$	779,014
Construction and development including undeveloped land			66,086				95,814				53,000				214,900
Real estate mortgage			184,861				647,296				544,631				1,376,788
Consumer			23,159				15,514				195				38,868
Total loans		$	586,437			$	1,052,342			$	770,791			$	2,409,570

 

 

Commercial and industrial loans due after one year		Interest sensitivity
(In thousands)		Fixed rate				Variable rate
Due after one but within five years		$	168,696			$	125,022
Due after five years			68,633				104,332
		$	237,329			$	229,354

 

Construction and development including undeveloped land due after one year		Interest sensitivity
(In thousands)		Fixed rate				Variable rate
Due after one but within five years		$	23,101			$	72,713
Due after five years			6,037				46,963
		$	29,138			$	119,676

 

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

 

Non-performing Loans and Assets

 

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

 

		December 31
(Dollars in thousands)		2017				2016				2015				2014				2013
Non-accrual loans (1)		$	6,511			$	5,295			$	7,693			$	5,199			$	15,258
Troubled debt restructurings (TDRs)			869				974				1,060				6,352				7,249
Loans past due 90 days or more and still accruing			2				438				176				329				437
Non-performing loans			7,382				6,707				8,929				11,880				22,944
Foreclosed property			2,640				5,033				4,541				5,977				5,592
Non-performing assets		$	10,022			$	11,740			$	13,470			$	17,857			$	28,536
Non-performing loans as a percentage of total loans			0.31	%			0.29	%			0.44	%			0.64	%			1.33	%
Non-performing assets as a percentage of total assets			0.31	%			0.39	%			0.48	%			0.70	%			1.19	%
Allowance for loan loss as a percentage of non- performing loans			337	%			358	%			251	%			210	%			124	%
(1) Includes TDRs previously accruing of:		$	–			$	–			$	400			$	–			$	–

 

At December 31, 2017, loans accounted for as TDRs included modifications from original terms such as those due to bankruptcy proceedings, certain changes to amortization periods or extended suspension of principal payments due to customer financial difficulties. To the extent that Bancorp chooses to work with borrowers by providing reasonable concessions rather than initiating collection, this would result in an increase in loans accounted for as TDRs. TDRs that are in non-accrual status are reported as non-accrual loans. Loans accounted for as TDRs are individually evaluated for impairment and are reported as non-performing loans. The table above includes information regarding loans reported as TDRs that moved from an accrual status to non-accrual during the periods reporting. (See (1) above)

 

 

At December 31, 2017, TDRs which have not defaulted and are still accruing interest had a total allowance allocation of $48 thousand, compared with $207 thousand at December 31, 2016. The decrease was attributable to two borrowers, and included a consumer loan and two cross collateralized commercial loans. The same loans experienced principal repayment of $153 thousand during the twelve months ended December 31, 2017.

 

No loans restructured in a troubled debt restructuring were removed from TDR reporting during 2017. The reduction in TDR balances, 2016 to 2017, was the result of principal repayment on the loans involved. No loans were removed from TDR status during the twelve month period ended 2016. Two loans were removed from TDR reporting during 2015, one of which was originated at a market rate and had performed as required by regulatory requirements and the second of which was downgraded to nonaccrual status. Two loans were designated as TDRs during 2017. A commercial loan with a pre- and post-modification recorded investment of $39 thousand was given a payment concession so as to enable the borrower to fulfill the loan agreement. A consumer loan with a pre-modification recorded investment of $12 thousand was renewed with interest capitalized resulting in a post-modification recorded investment of $14 thousand. Specific reserves for the full amounts of both loans were established. No new loans were designated as TDRs in the twelve-month periods ended 2016 or 2015.

 

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

 

		December 31,
Non-accrual loans by type		2017				2016
(In thousands)
Commercial and industrial		$	321			$	1,767
Construction and development, excluding undeveloped land			664				538
Undeveloped land			474				474
Real estate mortgage - commercial investment			52				107
Real estate mortgage - owner occupied commercial			3,332				1,042
Real estate mortgage - 1-4 family residential			1,637				984
Home equity			31				383
Consumer			–				–
Total		$	6,511			$	5,295

 

Loans are placed in a non-accrual income status when prospects for recovering both principal and accrued interest are considered doubtful or when a default of principal or interest has existed for 90 days or more, unless such a loan is well secured and in the process of collection. Interest income recorded on non-accrual loans was $338 thousand, $307 thousand, and $521 thousand for 2017, 2016, and 2015, respectively.  Interest income that would have been recorded if non-accrual loans were on a current basis in accordance with their original terms was $159 thousand, $149 thousand, and $465 thousand for 2017, 2016, and 2015, respectively.

 

In addition to non-performing loans discussed above, there were loans, which are accruing interest, for which payments were current or less than 90 days past due where borrowers are experiencing elevated financial difficulties. These potential problem loans totaled approximately $17.9 million, $9.3 million, and $12.2 million at December 31, 2017, 2016, and 2015, respectively. These relationships are monitored closely for possible future inclusion in non-performing loans. Management believes it has adequately reflected credit exposure in these loans in its determination of the allowance for loan losses.

 

Non-performing assets as a percentage of total assets decreased 8 basis points from 2016 to 2017, reflecting improved credit quality and asset growth. At December 31, 2017 and 2016, the carrying value of other real estate owned was $2.6 million and $5.0 million, respectively. In 2017, Bancorp recorded impairment charges on such OREO totaling $171 thousand, compared with $62 thousand in 2016 and $210 thousand in 2015.

 

 

Allowance for Loan Losses

 

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

 

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

 

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

 

●

Delinquency of a scheduled loan payment,

●

Deterioration in the borrower’s or guarantor’s financial condition identified in a review of periodic financial statements, which will impair repayment or collection,

●

Decrease in the value of collateral securing the loan, or

●

Change in the economic environment in which the borrower operates.

 

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

 

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

 

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

 

●

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

●

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

●

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

 

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

 

 

Historical net loss percentages are updated quarterly based on actual losses experienced by each loan type. The perception of risk with respect to particular loans within the portfolio will change over time as a result of characteristics and performance of those loans, overall economic and market trends, and actual and expected trends in non-performing loans. In the first quarter of 2017, Bancorp extended the historical period used to capture Bancorp’s historical loss ratios from 24 quarters to 28 quarters. This extension of the historical period used to capture Bancorp’s historical loss ratios was applied to all classes and segments of our loan portfolio. The expansion of the look-back period for the quantitative historical loss rate caused us to review the overall methodology for the qualitative factors to ensure we were appropriately capturing the risk not addressed in the quantitative historical loss rate. Management believes the extension of the look-back period is appropriate to capture the impact of a full economic cycle and provides sufficient loss observations to develop a reliable estimate.

 

Bancorp’s allowance calculation includes allocations to loan portfolio segments at December 31, 2017 for qualitative factors including, among other factors, local economic and business conditions, quality and experience of lending staff and management, exceptions to lending policies, levels of and trends in past due loans and loan classifications, concentrations of credit such as collateral type, trends in portfolio growth, trends in the value of underlying collateral for collateral-dependent loans, effect of other external factors such as the national economic and business trends, and the quality and depth of the loan review function. Bancorp utilizes the sum of all allowance amounts derived as described above as the appropriate level of allowance for loan and lease losses. Changes in criteria used in this evaluation or availability of new information could cause the allowance to be increased or decreased in future periods. Based on this quantitative and qualitative analysis, provisions (reductions) are made to the allowance for loan losses.  Such provisions (reductions) are reflected as a charge against (benefit to) current earnings in Bancorp’s consolidated statements of income.

 

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

 

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

 

 

Summary of Loan Loss Experience

 

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

 

		Year ended December 31
(Dollars in thousands)		2017				2016				2015				2014				2013
Average loans		$	2,308,856			$	2,159,153			$	1,919,201			$	1,773,011			$	1,656,777
Balance of allowance for loan losses at beginning of year		$	24,007			$	22,441			$	24,920			$	28,522			$	31,881
Loans charged off
Commercial and industrial			(1,782	)			(1,216	)			(4,065	)			(661	)			(457	)
Construction and development excluding undeveloped land			–				(133	)			(26	)			(250	)			(25	)
Undeveloped land			–				–				–				(1,753	)			(7,961	)
Real estate mortgage			(98	)			(576	)			(693	)			(993	)			(2,758	)
Consumer			(549	)			(568	)			(597	)			(587	)			(763	)
Total loans charged off			(2,429	)			(2,493	)			(5,381	)			(4,244	)			(11,964	)
Recoveries of loans previously charged off
Commercial and industrial			202				279				98				243				569
Construction and development excluding undeveloped land			–				21				–				–				163
Undeveloped land			–				–				1,400				166				81
Real estate mortgage			154				342				155				120				584
Consumer			401				417				499				513				658
Total recoveries			757				1,059				2,152				1,042				2,055
Net loans charged off			(1,672	)			(1,434	)			(3,229	)			(3,202	)			(9,909	)
Provision (credit) for loan losses charged (credited) to expense			2,550				3,000				750				(400	)			6,550
Balance at end of year		$	24,885			$	24,007			$	22,441			$	24,920			$	28,522
Ratio of net charge-offs during year to average loans			0.07	%			0.07	%			0.17	%			0.18	%			0.60	%

 

See “Provision for Loan Losses” for discussion of the provision for loan losses and 2017 charge-offs.

 

 

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

 

		December 31
(In thousands)		2017				2016				2015				2014				2013
Commercial and industrial		$	11,276			$	10,483			$	8,645			$	11,819			$	7,644
Construction and development, excluding undeveloped land			1,724				1,923				1,760				721				2,555
Undeveloped land			521				684				814				1,545				5,376
Real estate mortgage			11,012				10,573				10,875				10,541				12,604
Consumer			352				344				347				294				343
Total allowance for loan losses		$	24,885			$	24,007			$	22,441			$	24,920			$	28,522

 

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

 

Selected ratios relating to the allowance for loan losses follow:

 

		Years ended December 31
		2017				2016				2015
Provision for loan losses to average loans			0.11	%			0.14	%			0.04	%
Net charge-offs to average loans			0.07				0.07				0.17
Allowance for loan losses to average loans			1.08				1.11				1.17
Allowance for loan losses to year end loans			1.03				1.04				1.10

 

Deposits

 

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

 

		Years ended December 31
		2017								2016								2015
(Dollars in thousands)		Average balance				Average rate				Average balance				Average rate				Average balance				Average rate
Non-interest bearing demand deposits		$	684,044				–			$	650,036				–			$	558,185				–
Interest bearing demand deposits			757,023				0.21	%			717,800				0.14	%			545,158				0.11	%
Savings deposits			148,510				0.12				135,051				0.03				119,821				0.04
Money market deposits			697,182				0.39				658,837				0.22				645,215				0.20
Time deposits			237,368				0.62				252,170				0.57				284,062				0.63
		$	2,524,127							$	2,413,894							$	2,152,441

 

Maturities of time deposits of more than $250,000 at December 31, 2017, are summarized as follows:

 

(In thousands)		Amount
3 months or less		$	11,338
Over 3 through 6 months			6,064
Over 6 through 12 months			10,572
Over 12 months			10,465
		$	38,439

 

 

Securities Sold Under Agreement to Repurchase

 

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

 

Information regarding securities sold under agreements to repurchase follows:

 

		Years ended December 31
		2017								2016								2015
(Dollars in thousands)		Amount				Rate				Amount				Rate				Amount				Rate
Securities sold under agreements to repurchase
Year end		$	70,473				0.17	%		$	67,595				0.21	%		$	64,526				0.23	%
Average during year			70,187				0.19				62,670				0.22				65,140				0.23
Maximum month end balance during year		$	75,365							$	72,029							$	82,467

 

 

Liquidity

 

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

 

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

 

Bancorp’s most liquid assets are comprised of cash and due from banks, federal funds sold, and available-for-sale marketable investment securities. Federal funds sold and interest bearing deposits totaled $97.3 million at December 31, 2017. Federal funds sold normally have overnight maturities while interest bearing deposits in banks are accessible on demand. These investments are used for general daily liquidity purposes. The fair value of the available-for-sale investment portfolio was $574.5 million at December 31, 2017. The portfolio includes maturities of approximately $187.7 million over the next twelve months, including $150 million in U.S. Treasury obligations which matured in January 2018. Combined with federal funds sold and interest bearing deposits from banks, these offer substantial resources to meet either loan growth or reductions in Bancorp’s deposit funding base. Bancorp pledges portions of its investment securities portfolio to secure public fund deposits, cash balances of certain wealth management and trust accounts, and securities sold under agreements to repurchase. At December 31, 2017, total investment securities pledged for these purposes comprised 67% of the available-for-sale investment portfolio, leaving $190 million of unpledged securities.

 

Bancorp has a large base of core customer deposits, defined as demand, savings, money market deposit accounts and time deposits less than or equal to $250,000. At December 31, 2017, such deposits totaled $2.6 billion and represented 99% of Bancorp’s total deposits. Because these core deposits are less volatile and are often tied to other products of Bancorp through long lasting relationships they do not place undue pressure on liquidity. However, many of Bancorp’s individual depositors currently maintain historically high balances. When market conditions improve, these balances may decrease and could put some strain on Bancorp’s liquidity position.

 

As of December 31, 2017, Bancorp did not have any brokered deposits.

 

Other sources of funds available to meet daily needs include the sales of securities under agreements to repurchase. Also, Bancorp is a member of the FHLB of Cincinnati. As a member of the FHLB, Bancorp has access to credit products of the FHLB.  Bancorp views these borrowings as a potential low cost alternative to brokered deposits. At December 31, 2017, the amount of available credit from the FHLB totaled $333 million. See Note 11 to Bancorp’s consolidated financial statements for further information regarding advances from the FHLB.  Also, Bancorp has available federal funds purchased lines with correspondent banks totaling $105 million.  Bancorp also is eligible to borrow from the Federal Reserve Bank of St. Louis based upon value of posted collateral. 

 

 

At December 31, 2017, Bancorp had an outstanding $150 million cash management advance from the FHLB. This advance matured in the first week of January 2018 and was used to manage Bancorp’s overall cash position. Due to the short term of the advance, it was recorded on the consolidated balance sheet within federal funds purchased and other short-term borrowings.

 

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

 

Sources and Uses of Cash

 

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

 

Commitments

 

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

 

Bancorp provides customers with off-balance sheet credit support through loan commitments and standby letters of credit.  Summarized credit-related financial instruments, including both commitments to extend credit and letters of credit at December 31, 2017 are as follows:

 

		Amount of commitment expiration per period
						Less than				1-3				3-5				Over 5
(In thousands)		Total				1 year				years				years				years
Unused loan commitments		$	673,490			$	343,346			$	148,664			$	32,906			$	148,574
Standby letters of credit			16,949				13,661				3,288				–				–

 

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

 

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

 

 

Required payments under such commitments at December 31, 2017 are as follows:

 

		Payments due by period
						Less than				1-3				3-5				Over 5
(In thousands)		Total				1 year				years				Years				years
Time deposit maturities		$	235,574			$	166,219			$	55,957			$	13,299			$	99
Federal Home Loan Bank advances			49,458				30,000				1,741				288				17,429
Operating leases			11,024				1,847				3,412				2,892				2,873
Defined benefit retirement plan			3,530				84				168				–				3,278
Other			1,100				400				700				–				–

 

 

Capital

 

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

 

		Years ended December 31
(Dollars in thousands, except share data)		2017				2016				2015
Stockholders’ equity		$	333,644			$	313,872			$	286,519
Dividends per share			0.80				0.72				0.64
Dividend payout ratio, based on basic EPS			47.34	%			38.95	%			37.94	%
Tier 1 risk-based capital			12.57				12.10				12.32
Total risk-based capital			13.52				13.04				13.31
Leverage ratio			10.70				10.54				10.53

 

 

Bancorp increased its cash dividends declared to stockholders during 2017 to an annual dividend of $0.80, up from $0.72 per share in 2016 and $0.64 in 2015. This represents a payout ratio of 47.34% based on basic EPS and an annual yield of 2.23% based upon an annualized fourth quarter dividend rate and year-end closing stock price. Since 2008, Bancorp has had no share buyback plan.

 

Bank holding companies and their subsidiary banks are required by regulators to meet risk-based capital standards. These standards, or ratios, measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The value of both balance sheet and off-balance sheet items are adjusted to reflect credit risks.  The increase in risk-based capital ratios from 2016 to 2017 resulted from capital growth in retained earnings outpacing loan growth. Note 23 to the consolidated financial statements provide more details of regulatory capital requirements, as well as capital ratios of Bancorp and the Bank. The Bank exceeds regulatory capital ratios required to be well capitalized.  Regulatory framework does not define well capitalized for holding companies. Management considers the effects of growth on capital ratios as it contemplates plans for expansion.

 

Final rules implementing the Basel III regulatory capital reforms became effective for Bancorp and Bank on January 1, 2015, and included new minimum risk-based capital and leverage ratios. Management believes that as of December 31, 2017, Bancorp met the requirements to be considered well-capitalized under these rules.

 

One component of equity is accumulated other comprehensive income (loss) which, for Bancorp, consists of net unrealized gains or losses on securities available-for-sale, a minimum pension liability, both net of taxes, and a disproportionate tax effect balance created when the net deferred tax asset was remeasured in 2017 as a result of the enacted tax legislation. Accumulated other comprehensive loss was $1.9 million at December 31, 2017, as compared with accumulated other comprehensive loss of $1.5 million at December 31, 2016. The $400 thousand decrease is primarily a reflection of the effect of the changing interest rate environment during fiscal year 2017 on the valuation of Bancorp’s portfolio of securities available-for-sale.

 

 

The following table presents various key financial ratios:

 

		Years ended December 31
		2017				2016				2015
Return on average assets			1.25	%			1.42	%			1.44	%
Return on average stockholders’ equity			11.61				13.49				13.55
Average stockholders’ equity to average assets			10.79				10.54				10.66

 

 

Addressing the decline from 2016 to 2017 in Bancorp’s returns on average assets and average stockholders’ equity, the tax reform related DTA charge in 2017 reduced those ratios by 0.20% and 1.81%, respectively.

 

Fair Value Measurements

 

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

 

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

 

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

 

The portfolio of investment securities available-for-sale is comprised of U.S. Treasury and other U.S. government obligations, debt securities of U.S. government-sponsored corporations (including mortgage-backed securities), and obligations of state and political subdivisions. U.S. Treasury 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 2017.

 

Mortgage servicing rights (“MSRs”), carried in other assets, are recorded at fair value upon capitalization, are amortized to correspond with estimated servicing income, and are periodically assessed for impairment based on fair value at the reporting date. Fair value is based on a valuation model that calculates the present value of estimated net servicing income. The model incorporates assumptions that market participants would use in estimating future net servicing income. These measurements are classified as Level 3. At December 31, 2017 and 2016 there was no valuation allowance for MSRs, as fair value exceeded carrying value.

 

Loans are measured for impairment and, if indicated, a specific allocation is established based on the value of underlying collateral. Impaired loans include non-accrual loans and loans accounted for as troubled debt restructuring. For impaired loans, fair value amounts represent only those impaired loans with specific valuation allowances and collateral dependent impaired loans charged down to their carrying value. At December 31, 2017 and December 31, 2016, carrying value of impaired loans measured at fair value on a non-recurring basis was $2.6 million and $2.9 million, respectively. These measurements are classified as Level 3.

 

 

Other real estate owned, which is carried in other assets at the lower of cost or fair value, is periodically assessed for impairment based on fair value at the reporting date. Fair value is determined from external appraisals using judgments and estimates of external professionals. Many of these inputs are not observable and, accordingly, these measurements are classified as Level 3. For the purposes of the tables in Note 20, fair value for OREO is equal to the carrying value of only parcels of OREO for which carrying value equals appraised value. If a parcel of OREO has a carrying value below its appraised value, it is not considered to be carried at fair value, and is therefore not included in the table in Note 20. The losses represent write-downs which occurred during the period indicated. At December 31, 2017 and 2016, the carrying value of other real estate owned was $2.6 million and $5.0 million, respectively.

 

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

 

Non-GAAP Financial Measures 

 

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

 

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

 

		December 31,
(In thousands, except per share data)		2017				2016
Total equity		$	333,644			$	313,872
Less core deposit intangible			(1,225	)			(1,405	)
Less goodwill			(682	)			(682	)
Tangible common equity		$	331,737			$	311,785
Total assets		$	3,239,646			$	3,039,481
Less core deposit intangible			(1,225	)			(1,405	)
Less goodwill			(682	)			(682	)
Total tangible assets		$	3,237,739			$	3,037,394
Total shareholders’ equity to total assets			10.30	%			10.33	%
Tangible common equity ratio			10.25	%			10.26	%
Number of outstanding shares			22,679				22,617
Book value per share		$	14.71			$	13.88
Tangible common equity per share			14.63				13.79

 

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

 

 

(Amounts in thousands)		2017				2016
Non-interest expenses		$	90,991			$	81,520
Net interest income (tax-equivalent)			104,396				98,088
Non-interest income			45,120				43,537
Total revenue		$	149,516			$	141,625
Efficiency ratio			60.9	%			57.6	%
Non-interest expenses		$	90,991			$	81,520
Less: amortization/impairment of investments in tax credit partnerships			(7,124	)			(4,458	)
Adjusted non-interest expenses			83,867				77,062
Net interest income (tax-equivalent)			104,396				98,088
Non-interest income			45,120				43,537
Total revenue		$	149,516			$	141,625
Adjusted efficiency ratio			56.1	%			54.4	%

 

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 effective date will be annual reporting periods beginning after December 15, 2017, and the interim periods within that year. Two options are permitted for transitioning, a full retrospective application which takes into account the requirements of ASC 250, and a modified retrospective approach in which the cumulative effect of initially applying the new standard is taken to retained earnings. Bancorp expects to use the modified retrospective approach. Bancorp has reviewed existing contractual arrangements and believes the majority of its revenue earned is excluded from the scope of the pronouncement and the impact of adoption will be minimal. Significant sources of revenue included within the scope of the standard are service charges on deposits, debit and credit card interchange fees, brokerage income, and wealth management revenue. Bancorp has analyzed each revenue stream to identify the contract with the customer, the performance obligation(s) defined in the contract, the transaction price, and timing for when revenue should be recognized. Within wealth management each unique service from which fees are derived was reviewed to ensure processes are in place to allocate fees within the proper reporting period. Changes to existing recognition practices have not been found to be necessary, and Bancorp expects no adjustment, as described above, to retained earnings Additional disclosures will be required including information on disaggregation of revenue into categories depicting the nature, amount, timing, extent, and uncertainty of revenue. Bancorp is still evaluating options for disaggregation presentation beyond segments currently identified.

 

The FASB also issued a series of other ASUs, which update ASU 2014-09. The effective dates for ASU 2014-09 have been updated by ASU 2015-14, Deferral of the Effective Date. For public business entities, certain employee benefit plans, and certain not-for-profit entities, ASU 2014-09 is effective for annual and interim periods in fiscal years beginning after December 15, 2017. Earlier application is permitted only as of annual and interim periods in fiscal years beginning after December 15, 2016. Bancorp is including these ASUs in its evaluation and implementation efforts relative to ASU 2014-09.

 

●

ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net)

●

ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing

●

ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients

●

ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers

 

 

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

 

In February 2016, FASB issued ASU No. 2016-02, Leases, which requires lessees to recognize the assets and liabilities that arise from leases on the balance sheet. A lessee should recognize on the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for lease term. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2018. The standard 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 has evaluated existing lease commitments and expects to record a right-of-use asset and lease liability of approximately $11 million upon adoption. Bancorp’s financial condition and results of operations are not otherwise expected to be impacted.

 

In June 2016, FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments, which significantly changes the way entities recognize impairment of many financial assets by requiring immediate recognition of estimated credit losses expected to occur over their remaining life. This standard will likely have a significant impact on the way Bancorp recognizes credit impairment on loans. Under current US GAAP, credit impairment losses are determined using an incurred-loss model, which recognizes credit losses only when it is probable that all contractual cash flows will not be collected. The initial recognition of loss under CECL differs from current US GAAP because recognition of credit losses will not be based on any triggering event. This should generally result in credit impairment being recognized earlier and immediately after the financial asset is originated or purchased. Bancorp continues to evaluate existing accounting processes, internal controls, and technology capabilities to determine what additional changes will be needed to address the new requirements. These processes and controls require significant judgment, collection and analysis of additional data, and use of estimates. Technology and other resources have been upgraded or modified to capture additional data to support the accounting and disclosure requirements. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2019. While the impact of implementing the CECL model cannot be quantified at this time, Bancorp expects to recognize a one-time cumulative-effect adjustment to the allowance in the first quarter of 2020, consistent with interagency guidance issued in 2016.

 

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

 

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

 

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

 

 

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which provides a new framework for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. For all other entities, the ASU is effective for annual periods in fiscal years beginning after December 15, 2018, and interim periods in fiscal years beginning after December 15, 2019. Entities may early adopt the ASU and apply it to transactions that have not been reported in financial statements that have been issued or made available for issuance. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

 

In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments—Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update), which incorporates into the FASB Accounting Standards Codification recent SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on financial statements of adopting the revenue, leases, and credit losses standards. The SEC staff had previously announced that registrants should include the disclosures starting with their December 2017 financial statements.

 

In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which requires an entity to no longer perform a hypothetical purchase price allocation to measure goodwill impairment. Instead, impairment will be measured using the difference between the carrying amount and the fair value of the reporting unit. The changes are effective for public business entities that are SEC filers, for annual and interim periods in fiscal years beginning after December 15, 2019. All entities may early adopt the standard for goodwill impairment tests with measurement dates after January 1, 2017. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

 

In February 2017, the FASB issued ASU 2017-05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets, which clarifies the guidance in Subtopic 610-20 on accounting for derecognition of a nonfinancial asset. The ASU also defines in-substance nonfinancial assets and includes guidance on partial sales of nonfinancial assets. An entity is required to apply the amendments in this ASU at the same time that it applies ASU 2014-09. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

 

In March 2017, the FASB issued ASU 2017-07, Compensation—Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires companies to present the service cost component of net benefit cost in the same line items in which they report compensation cost. Companies will present all other components of net benefit cost outside operating income, if this subtotal is presented. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

 

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting which clarifies what constitutes a modification of a share-based payment award. This ASU is effective for all entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

 

In July 2017, the FASB issued ASU 2017-11, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815); I. Accounting for Certain Financial Instruments with Down Round Features. II. Replacement of the Indefinite Deferral for Mandatory Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatory Redeemable Noncontrolling Interests with a Scope Exception, which makes limited changes to as to classifying certain financial instruments as either liabilities or equity. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2018. Early adoption is permitted, including adoption in an interim period. Because Bancorp does not have financial instruments with a down round feature, the implementation of ASU 2017-11 is not expected to have a significant impact on the consolidated financial statements of the Company.

 

 

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815); Targeted Improvements for Accounting for Hedging Activities, which amends the hedge accounting recognition and presentation requirements under ASC 815. This ASU is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2018. Early adoption of this standard is permitted upon its issuance. Bancorp does not expect adoption of this standard to have a significant impact on the consolidated financial statements of the Company.

 

In February 2018, the FASB issued ASU 2018-02, Income Statement Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which provides guidance for the reclassification from other comprehensive income to retained earnings stranded tax effects resulting from the Tax Cuts and Jobs Act enacted on December 22, 2017. The amendments of the update are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption of this standard is permitted. Bancorp is evaluating early adoption of ASU 2018-02. Upon adoption Bancorp will reclassify $506 thousand from other comprehensive income to retained earnings.

 

 

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 8. Financial Statements and Supplementary Data

 

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

 

Consolidated Balance Sheets - December 31, 2017 and 2016

Consolidated Statements of Income - years ended December 31, 2017, 2016 and 2015

Consolidated Statements of Comprehensive Income - years ended December 31, 2017, 2016 and 2015

Consolidated Statements of Changes in Stockholders’ Equity - years ended December 31, 2017, 2016 and 2015

Consolidated Statements of Cash Flows - years ended December 31, 2017, 2016 and 2015

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

Management’s Report on Consolidated Financial Statements

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

See accompanying notes to consolidated financial statements.

 

 

 

See accompanying notes to consolidated financial statements.

 

 

Notes to Consolidated Financial Statements

 

 

 

 

Report of Independent Registered Public Accounting Firm

 

 

 

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

 

Opinion on the Consolidated Financial Statements

 

We have audited the accompanying consolidated balance sheets of Stock Yards Bancorp, Inc. and subsidiary (the Company) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017 and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017 and 2016, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 13, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

 

Basis for Opinion

 

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

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

(signed) KPMG LLP

 

We have served as the Company’s auditor since 1988.

 

Atlanta, Georgia

March 13, 2018

 

 

Management’s Report on Consolidated Financial Statements

 

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

 

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

 

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

 

KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of Bancorp included in this Annual Report on Form 10-K, has issued a report on Bancorp’s internal control over financial reporting as of December 31, 2017.  The report expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017.

 

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

/s/ David P. Heintzman
David P. Heintzman
Chairman and Chief Executive Officer
/s/ Nancy B. Davis
Nancy B. Davis
Executive Vice President and Chief Financial Officer

 

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None

 

Item 9A.

Controls and Procedures

 

Disclosure Controls and Procedures

 

Bancorp maintains disclosure controls and procedures designed to ensure that it is able to collect the information it is required to disclose in the reports it files with the Securities and Exchange Commission (SEC), and to record, process, summarize and disclose this information within the time periods specified in the rules of the SEC. Based on their evaluation of Bancorp’s disclosure controls and procedures which took place as of December 31, 2017, 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 the reports it files with the SEC within the required time periods.

 

As described in Management’s Report on Internal Control Over Financial Reporting in Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2016, during the fourth quarter of 2016 management identified a material weakness in internal control related to operating effectiveness of the Company’s control over the assessment of the appropriateness of loan grades used in the allowance for loan losses estimate, including completeness and accuracy of information used to assess loan grades. This material weakness in internal controls occurred due to the control operator not consistently executing the loan grade review control, as designed, including the use of complete and accurate information. No restatement of prior period financial statements, no change in previously issued financial results, and no adjustment to the fourth quarter 2016 allowance for loan losses calculation were required as a result of this material weakness in internal control, however, a reasonable possibility existed that material misstatements in Bancorp’s financial statements would not be prevented or detected on a timely basis.

 

To remediate the material weakness described above, management designed and implemented controls and enhanced and revised existing controls and procedures over completeness and accuracy of information used to assess loan grades. During the fourth quarter of 2017, management successfully completed testing necessary to conclude the material weakness had been remediated.

 

Based on the evaluation of Bancorp’s disclosure controls and procedures by the Chief Executive and Chief Financial Officers, except for the foregoing, no changes occurred during the fiscal quarter ended December 31, 2017 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.

 

 

Management’s Report on Internal Control Over Financial Reporting

 

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

 

1.

Pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of Bancorp;

 

2.

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

 

3.

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of Bancorp’s assets that could have a material effect on the financial statements.

 

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

 

Management has assessed the effectiveness of its internal control over financial reporting as of December 31, 2017, based on the control criteria established in a report entitled Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).  Based on such assessment, management has concluded that Bancorp’s internal control over financial reporting is effective as of December 31, 2017.

 

KPMG LLP, the independent registered public accounting firm that audited the consolidated financial statements of Bancorp included in this Annual Report on Form 10-K, has also audited Bancorp’s internal control over financial reporting as of December 31, 2017.  Their report expressed an unqualified opinion on the effectiveness of Bancorp’s internal control over financial reporting as of December 31, 2017.

 

 

 

/s/ David P. Heintzman
David P. Heintzman
Chairman and Chief Executive Officer
/s/ Nancy B. Davis
Nancy B. Davis
Executive Vice President and Chief Financial Officer

 

 

Report of Independent Registered Public Accounting Firm

 

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

 

Opinion on Internal Control Over Financial Reporting

 

We have audited Stock Yards Bancorp, Inc.’s (the Company) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company and subsidiary as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2017, and the related notes (collectively, the consolidated financial statements), and our report dated March 13, 2018 expressed an unqualified opinion on those consolidated financial statements.

 

Basis for Opinion

 

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

 

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

 

Definition and Limitations of Internal Control Over Financial Reporting

 

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

 

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

 

 

 

(signed) KPMG LLP

 

Louisville, Kentucky

March 13, 2018

 

 

 

Item 9B. Other Information

 

None

 

Part III

 

Item 10.   Directors, Executive Officers and Corporate Governance

 

Information regarding the directors and executive officers of Bancorp is incorporated herein by reference to the discussion under the headings, “ITEM 1. ELECTION OF TWELVE DIRECTORS,” and “SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE” in Bancorp’s Proxy Statement to be filed with the Securities and Exchange Commission for the 2018 Annual Meeting of Shareholders (“Proxy Statement”) and the section captioned EXECUTIVE OFFICERS OF THE REGISTRANT in this Form 10-K.

 

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

 

Information regarding principal occupation of directors of Bancorp follows:

 

Paul J. Bickel III – Founder and President, U.S. Specialties

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

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

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

Donna Heitzman – Retired portfolio manager, KKR Prisma Capital;

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

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

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

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

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

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

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

 

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

 

Item 11.   Executive Compensation

 

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

 

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

 

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

 

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

 

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

 

 

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

 

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

 

 

Item 14. Principal Accounting Fees and Services

 

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

 

 

 

Part IV

 

Item 15.   Exhibits and Financial Statement Schedules

 

(a) 1.

The following financial statements are included in this Form 10-K:

 

Consolidated Balance Sheets – December 31, 2017 and 2016

Consolidated Statements of Income - years ended December 31, 2017, 2016 and 2015

Consolidated Statements of Comprehensive Income - years ended December 31, 2017, 2016 and 2015 Consolidated Statements of Changes in Stockholders’ Equity - years ended December 31, 2017, 2016 and 2015

Consolidated Statements of Cash Flows - years ended December 31, 2017, 2016 and 2015

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm

 

(a) 2.

List of Financial Statement Schedules

 

Schedules to the consolidated financial statements of Bancorp are omitted since they are either not required under the related instructions, are inapplicable, or the required information is shown in the consolidated financial statements or notes thereto. 

 

(a) 3.

List of Exhibits

 

Exhibit Number

 

2.1		Agreement and Plan of Merger by and among THE BANCorp, Inc., S.Y. Bancorp, Inc. and Sanders Merger Sub, Inc. on December 19, 2012. Exhibit 2.1 to Form 8-K filed December 20, 2012, is incorporated by reference herein.
2.2		First Amendment to Agreement and Plan of Merger dated as of February 26, 2013 by and among S.Y. Bancorp, Inc., Sanders Merger Sub, LLC, and THE BANCorp, Inc. Exhibit 2.2 to form S-4 (File No. 333-186930) filed February 27, 2013, is incorporated by reference herein.
3.1		Second Amended and Restated Articles of Incorporation of S.Y. Bancorp, Inc., filed with the Secretary of State of Kentucky on April 25, 2013. Exhibit 3.1 to Form 8-K filed April 25, 2013, is incorporated by reference herein.
3.2		Articles of Amendment to the Second Amended and Restated Articles of Incorporation to change the name of the company to Stock Yards Bancorp, Inc., filed with the Secretary of State of Kentucky on April 23, 2014. Exhibit 3.1 to Form 8-K filed April 25, 2014, is incorporated by reference herein.
3.3		Articles of Amendment to the Second Amended and Restated Articles of Incorporation to increase the number of authorized shares of common stock and adopt majority voting in uncontested director elections, filed with the Secretary of State of Kentucky on April 23, 2015. Exhibit 3.1 to Form 8-K filed April 27, 2015, is incorporated by reference herein.
3.4		Bylaws of Bancorp as currently in effect. Exhibit 3.2 to Form 8-K filed April 27, 2015, is incorporated by reference herein.
10.1*		Stock Yards Bank & Trust Company Executive Nonqualified Deferred Compensation Plan (as Amended and Restated in 2009), as filed as Exhibit 10.4 to Form 8-K filed on December 19, 2008, is incorporated by reference herein.

 

 

10.2*		Stock Yards Bank & Trust Company Director Nonqualified Deferred Compensation Plan (as Amended and Restated in 2009), as filed as Exhibit 10.3 to Form 8-K filed on December 19, 2008, is incorporated by reference herein.
10.3*		Form of Stock Yards Bank & Trust Company Executive Nonqualified Deferred Compensation Plan Employer Contribution Agreement, as filed as Exhibit 10.3 to Form 8-K filed on October 23, 2006, is incorporated by reference herein.
10.4*		Stock Yards Bank & Trust Company 2009 Restated Senior Officers Security Plan Exhibit 10.1 to Form 8-K filed December 19, 2008, is incorporated by reference herein.
10.5*		Form of Change in Control Severance Agreement (Poindexter, Dishman, Stinnett and Croce), Exhibit 10.5 to Form 8-K filed January 28, 2010, is incorporated by reference herein.
10.6*		S.Y. Bancorp, Inc. 2005 Stock Incentive Plan. Exhibit 10.1 to Form 8-K filed May 2, 2005, is incorporated by reference herein.
10.7*		Amendment No. 1 to S. Y. Bancorp, Inc. 2005 Stock Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on April 22, 2010, is incorporated by reference herein.
10.8*		Form of Employer Contribution Agreement, Nancy Davis, Participant, as filed as Exhibit 10.4 to Form 8-K filed on October 23, 2006, is incorporated by reference herein.
10.9*		Terms of Restricted Stock Program, as filed as Exhibit 10.1 to Form 8-K filed on February 26, 2007, is incorporated by reference herein.
10.10*		Form of Restricted Stock Agreement (3 year vesting), as filed as Exhibit 10.2 to Form 8-K filed on February 26, 2007, is incorporated by reference herein.
10.11*		Form of Stock Option Grant and Agreement (6 months vesting), as filed as Exhibit 10.1 to Form 8-K filed on January 19, 2006, is incorporated by reference herein.
10.12*		Form of Stock Option Grant and Agreement (5 year vesting), as filed as Exhibit 10.2 to Form 8-K filed on January 19, 2006, is incorporated by reference herein.
10.13*		Form of Stock Appreciation Right Grant Agreement (6 month vesting), as filed as Exhibit 10.1 to Form 8-K filed on February 22, 2008, is incorporated by reference herein.
10.14*		Form of Stock Appreciation Right Grant Agreement (5 year vesting), as filed as Exhibit 10.2 to Form 8-K filed on February 22, 2008, is incorporated by reference herein.
10.15*		Form of Indemnification Agreement between Stock Yards Bank & Trust Company, S.Y. Bancorp, Inc. and each member of the Board of Directors. Exhibit 10.3 to Annual Report on Form 10-K for the year ended December 31, 2001, of Bancorp is incorporated by reference herein.
10.16*		Form of Restricted Stock Award Agreement (5 year vesting) between S.Y. Bancorp, Inc. and each recipient of restricted stock. Exhibit 10.21 to Annual Report on Form 10-K for the year ended December 31, 2010, of Bancorp is incorporated by reference herein.
10.17*		Form of Director Restricted Stock Award Agreement (1 year vesting) between S.Y. Bancorp, Inc. and each member of the Board of Directors. Exhibit 10.22 to Annual Report on Form 10-K for the year ended December 31, 2010, of Bancorp is incorporated by reference herein.
10.18*		Amendment No. 2 to the S. Y. Bancorp, Inc. 2005 Stock Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on April 22, 2011, is incorporated by reference herein.
10.19*		Form of S.Y. Bancorp, Inc. Restricted Stock Unit Grant Agreement for grants prior to 2014, as filed as Exhibit 10.2 to Form 8-K filed on April 22, 2011, is incorporated by reference herein.
10.20*		Form of Stock Appreciation Right Grant Agreement (5 year vesting) between S.Y. Bancorp, Inc. and each recipient of stock appreciation rights. Exhibit 10.25 to Annual Report on Form 10-K for the year ended December 31, 2012, of Bancorp is incorporated by reference herein.
10.21*		Form of S.Y. Bancorp, Inc. Restricted Stock Unit Grant Agreement 2012 and Amendment thereto, as filed as Exhibit 10.1 to Form 8-K filed on March 20, 2013, is incorporated by reference herein.
10.22*		Form of Annual Cash Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on April 26, 2013, is incorporated by reference herein.
10.23*		Amendment No. 3 to the S. Y. Bancorp, Inc. 2005 Stock Incentive Plan, as filed as Exhibit 10.1 to Form 8-K filed on November 22, 2013, is incorporated by reference herein.
10.24*		Amendment No. 1 to the Director Nonqualified Deferred Compensation Plan, as filed as Exhibit 10.2 to Form 8-K filed on November 22, 2013, is incorporated by reference herein.
10.25*		Form of Director Restricted Stock Unit Award Agreement, as filed as Exhibit 10.3 to Form 8-K filed on November 22, 2013, is incorporated by reference herein.
10.26*		Form of Amended and Restated Change in Control Severance Agreement (for David Heintzman, Ja Hillebrand, Kathy Thompson and Nancy Davis), as filed as Exhibit 10.1 to Form 8-K filed on December 17, 2013, is incorporated by reference herein.

 

 

10.27*		Form of Annual Cash Bonus Plan (as amended December 16, 2013), as filed as Exhibit 10.2 to Form 8-K filed on December 17, 2013, is incorporated by reference herein.
10.28*		Form of Restricted Stock Unit Grant Agreement for grants awarded 2014 and later, as filed as Exhibit 10.3 to Form 8-K filed on December 17, 2013, is incorporated by reference herein.
10.29*		Form of Amendment No. 1 Stock Yards Bank & Trust Company Executive Nonqualified Deferred Compensation Plan, as filed as Exhibit 10.1 to Form 8-K filed on December 18, 2014, is incorporated by reference herein.
10.30*		Form of Amendment No. 2 Stock Yards Bank & Trust Company Director Nonqualified Deferred Compensation Plan, as filed as Exhibit 10.2 to Form 8-K filed on December 18, 2014, is incorporated by reference herein.
10.31*		Form of Restricted Stock Unit Grant Agreement as filed as Exhibit 10.1 to Form 8-K filed on March 19, 2015, is incorporated by reference herein.
10.32*		Amendment to Form of Restricted Stock Unit Grant Agreement as filed as Exhibit 10.1 to Form 8-K/A filed on March 19, 2015, is incorporated by reference herein.
10.33*		Stock Yards Bancorp, Inc. 2015 Omnibus Equity Compensation Plan, as filed as Exhibit 10.1 to Form 8K, on April 27, 2015 is incorporated by reference herein.
10.34*		Form of Performance-Vested Stock Units (PSU’s) Agreement, as filed as Exhibit 10.1 to Form 8-K filed on March 17, 2016, is incorporated by reference herein.
10.35*		Form of Stock Appreciation Rights (SARS) Agreement, as filed as Exhibit 10.2 to Form 8-K filed on March 17, 2016, is incorporated by reference herein.
10.36*		Form of Performance-Vested Stock Unit Grant Agreement, as filed as Exhibit 10.1 to Form 8-K filed on March 27, 2017, is incorporated by reference herein.
10.37*		Amendment No. 1 to the Stock Yards Bancorp 2015 Omnibus Equity Compensation Plan.
14		Code of Ethics for the Chief Executive Officer and Financial Executives.
21		Subsidiary of the Registrant.
23		Consent of Independent Registered Public Accounting Firm.
31.1		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act by David P. Heintzman.
31.2		Certifications pursuant to Section 302 of the Sarbanes-Oxley Act by Nancy B. Davis.
32.1		Certifications pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by David P. Heintzman.
32.2		Certifications pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Nancy B. Davis.
101		The following financial statements from the Stock Yards Bancorp, Inc. December 31, 2017 Annual Report on Form 10-K, filed on March 13, 2017, formatted in eXtensible Business Reporting Language (XBRL):

(1)

Consolidated Balance Sheets

(2)

Consolidated Statements of Income

(3)

Consolidated Statements of Comprehensive Income

(4)

Consolidated Statements of Changes in Stockholders’ Equity

(5)

Consolidated Statements of Cash Flows

(6)

Notes to Consolidated Financial Statements

 

* Indicates matters related to executive compensation or other management contracts.

 

Copies of the foregoing Exhibits will be furnished to others upon request and payment of Bancorp’s reasonable expenses in furnishing the exhibits.

 

(b)

Exhibits

The exhibits listed in response to Item 15(a) 3 are filed or furnished as a part of this report.

(c)

Financial Statement Schedules

None

 

 

Where You Can Find More Information

 

Bancorp is subject to the informational requirements of the Securities Exchange Act of 1934 and accordingly files its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and other information with the Securities and Exchange Commission (“SEC”).  The public may read and copy any materials filed with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.  Please call the SEC at (800) SEC-0330 for further information on the Public Reference Room.  Bancorp’s public filings are also maintained on the SEC’s Internet site that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.  The address of that web site is http://www.sec.gov.  In addition, Bancorp’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act may be accessed free of charge through Bancorp’s web site after we have electronically filed such material with, or furnished it to, the SEC.  The address of that web site is http://www.syb.com.

 

Item 16.   Form 10-K Summary

 

None

 

 

Signatures 

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

March 13, 2018	STOCK YARDS BANCORP, INC.
	BY:	/s/ David P. Heintzman
		David P. Heintzman
		Chairman and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/s/ David P. Heintzman		Chairman, Chief Executive Officer and Director	March 13, 2018
David P. Heintzman		(principal executive officer)
/s/ James A. Hillebrand		President and Director	March 13, 2018
James A. Hillebrand
/s/ Nancy B. Davis		Executive Vice President and Chief Financial	March 13, 2018
Nancy B. Davis		Officer (principal financial and accountin gofficer)
/s/ Paul J. Bickel III		Director	March 13, 2018
Paul J. Bickel III
/s/ J. McCauley Brown		Director	March 13, 2018
J. McCauley Brown
/s/ Charles R. Edinger, III		Director	March 13, 2018
Charles R. Edinger, III
/s/ Donna L. Heitzman		Director	March 13, 2018
Donna L. Heitzman
/s/ Carl G. Herde		Director	March 13, 2018

Carl G. Herde
/s/ Richard A. Lechleiter		Director	March 13, 2018
Richard A. Lechleiter
/s/ Richard Northern		Director	March 13, 2018
Richard Northern
/s/ Stephen M. Priebe		Director	March 13, 2018
Stephen M. Priebe
/s/ Norman Tasman		Director	March 13, 2018
Norman Tasman
/s/ Kathy C. Thompson		Senior Executive Vice President and Director	March 13, 2018
Kathy C. Thompson