8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) July 18, 2016

ServisFirst Bancshares, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36452	26-0734029
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

850 Shades Creek Parkway, Birmingham, Alabama	35209
(Address of principal executive offices)	(Zip Code)

(205) 949-0302

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 – Results of Operations and Financial Condition.

On July 18, 2016, ServisFirst Bancshares, Inc., a Delaware corporation (“ServisFirst”), issued a press release announcing its operating results for the quarter and six months ended June 30, 2016. A copy of the press release is attached as Exhibit 99.1.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

Item 9.01 – Financial Statements and Exhibits

(a) Not applicable

(b) Not applicable

(c) Not applicable

(d) Exhibits. The following exhibits are included with this Current Report on Form 8-K:

Exhibit No. Description

99.1 Press Release dated July 18, 2016

SIGNATURE

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

	SERVISFIRST BANCSHARES, INC.
Dated: July 18, 2016	By:	/s/ Thomas A. Broughton, III
		Thomas A. Broughton, III President and Chief Executive Officer

EX-99.1

Exhibit No. 99.1

SERVISFIRST BANCSHARES, INC.

Announces Results For Second Quarter of 2016

Birmingham, Ala. – (PR Newswire) – July 18, 2016 – ServisFirst Bancshares, Inc. (NASDAQ: SFBS), today announced earnings and operating results for the quarter and six months ended June 30, 2016.

SECOND Quarter 2016 Highlights:

§ Net income of $38.8 million and diluted EPS of $1.46 for the six months ended June 30, 2016

§ Diluted EPS of $0.71 for second quarter of 2016, a 31% increase year over year

§ Core diluted EPS* for the six months ended June 30, 2016 increased 33% year over year as 2015 results were impacted by acquisition expenses

§ Loans and deposits increased 17% and 24%, respectively, year over year

§ Loans and deposits increased 18% and 26%, respectively, for the second quarter on an annualized basis

§ Early adoption of Accounting Standard Update 2016-09 results in upward revision of first quarter 2016 diluted EPS to $0.75 (further details are contained in this press release)

Tom Broughton, President and CEO, said, “Our strong loan pipeline points to improved economic conditions within our Southeastern U.S. footprint.” Bud Foshee, CFO, stated, “Strong loan and deposit growth coupled with excellent credit quality continue to drive growth and net income.”

FINANCIAL SUMMARY (UNAUDITED)

(in Thousands except share and per share amounts)

	Period Ending June 30, 2016			Period Ending March 31, 2016			% Change From Period Ending March 31, 2016 to Period Ending June 30, 2016			Period Ending June 30, 2015			% Change From Period Ending June 30, 2015 to Period Ending June 30, 2016
QUARTERLY OPERATING RESULTS
Net Income	$	18,876		$	19,956			(5	)%	$	14,469			30	%
Net Income Available to Common Stockholders	$	18,853		$	19,956			(6	)%	$	14,346			31	%
Diluted Earnings Per Share	$	0.71		$	0.75			(5	)%	$	0.54			31	%
Return on Average Assets		1.37	%		1.53	%					1.31	%
Return on Average Common Stockholders' Equity		15.79	%		17.39	%					14.06	%
Average Diluted Shares Outstanding		26,726,284			26,566,810						26,426,036
YEAR-TO-DATE OPERATING RESULTS
Net Income	$	38,832								$	27,524			41	%
Net Income Available to Common Stockholders	$	38,809								$	27,301			42	%
Diluted Earnings Per Share	$	1.46								$	1.04			40	%
Return on Average Assets		1.45	%								1.29	%
Return on Average Common Stockholders' Equity		16.57	%								13.81	%
Average Diluted Shares Outstanding		26,646,547									26,332,527
Core Net Income*	$	38,832								$	29,291			33	%
Core Net Income Available to Common Stockholders*	$	38,809								$	29,068			34	%
Core Diluted Earnings Per Share*	$	1.46								$	1.10			33	%
Core Return on Average Assets*		1.45	%								1.37	%
Core Return on Average Common Stockholders' Equity*		16.57	%								14.70	%
BALANCE SHEET
Total Assets	$	5,646,055		$	5,378,599			5	%	$	4,492,539			26	%
Loans		4,539,338			4,340,900			5	%		3,863,734			17	%
Non-interest-bearing Demand Deposits		1,185,668			1,070,275			11	%		926,577			28	%
Total Deposits		4,664,795			4,339,747			7	%		3,729,132			25	%
Stockholders' Equity		489,097			470,940			4	%		454,487			8	%

*Core measures exclude non-routine expenses during the comparative periods presented in this press release as more fully described in "GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures" below.

DETAILED FINANCIALS

ServisFirst Bancshares, Inc. reported net income and net income available to common stockholders of $18.9 million for the quarter ended June 30, 2016, compared to net income of $14.5 million and net income available to common stockholders of $14.3 million for the same quarter in 2015. Basic and diluted earnings per common share were $0.72 and $0.71, respectively, for the second quarter of 2016, compared to $0.56 and $0.54, respectively, for the second quarter of 2015.

Return on average assets was 1.37% and return on average equity was 15.79% for the second quarter of 2016, compared to 1.31% and 14.06%, respectively, for the second quarter of 2015.

Net interest income was $45.9 million for the second quarter of 2016, compared to $44.2 million for the first quarter of 2016 and $40.2 million for the second quarter of 2015. The net interest margin in the second quarter of 2016 was 3.51%, a six basis point decrease from the first quarter of 2016 and 37 basis point decrease from the second quarter of 2015. The increase in net interest income on a linked quarter basis is attributable to a $182.1 million increase in average loans outstanding, a $64.9 million increase in non-interest-bearing deposits and a $18.8 million increase in average stockholders’ equity, all resulting in a positive mix change in our balance sheet. The average yield on loans decreased by one basis point to 4.47% on a linked quarter basis.

Average loans for the second quarter of 2016 were $4.42 billion, an increase of $182.1 million, or 4%, over average loans of $4.24 billion for the first quarter of 2016, and an increase of $680.7 million, or 18%, over average loans of $3.74 billion for the second quarter of 2015.

Average total deposits for the second quarter of 2016 were $4.48 billion, an increase of $208.4 million, or 5%, over average total deposits of $4.27 billion for the first quarter of 2016, and an increase of $820.2 million, or 22%, over average total deposits of $3.66 billion for the second quarter of 2015.

Non-performing assets to total assets were 0.17% for the second quarter of 2016, a decrease of three basis points compared to 0.20% for the first quarter of 2016 and a decrease of 21 basis points compared to 0.38% for the second quarter of 2015. Net credit charge-offs to average loans were 0.18%, a 15 basis point increase compared to 0.03% for the first quarter of 2016 and a three basis point increase compared to 0.15% for the second quarter of 2015. We recorded a $3.8 million provision for loan losses in the second quarter of 2016 compared to $2.1 million in the first quarter of 2016 and $4.1 million in the second quarter of 2015. The allowance for loan loss as a percentage of total loans was unchanged at 1.04% for June 30, 2016 and March 31, 2016 as well as June 30, 2015. In management’s opinion, the allowance is adequate and was determined by consistent application of ServisFirst Bank’s methodology for calculating its allowance for loan losses.

Non-interest income increased $417,000 during the second quarter of 2016, or 12%, compared to the second quarter of 2015. Mortgage banking revenue increased by $166,000 in the second quarter of 2016, or 23%, compared to the second quarter of 2015, resulting from improved operations, translating to increased net gains on sales. Credit card income increased $125,000 in the second quarter of 2016, or 24%, compared to the second quarter of 2015, resulting from a 31% increase in the volume of spending on ServisFirst Bank cards and a 54% increase in spending on our agent banks’ cards.

Non-interest expense for the second quarter of 2016 increased $1.4 million, or 8%, to $19.5 million from $18.1 million in the second quarter of 2015, and increased $214,000, or 1%, on a linked quarter basis. Salary and benefit expense for the second quarter of 2016 increased $307,000, or 3%, to $10.7 million from $10.4 million in the second quarter of 2015, and decreased $334,000, or 3%, on a linked quarter basis. Equipment and Occupancy expense increased $389,000, or 24%, to $2.0 million in the second quarter of 2016, from $1.6 million in the second quarter of 2015. This increase in equipment and occupancy expense was attributable to new offices in our Charleston, South Carolina and Nashville, Tennessee regions, each of which were relocations from temporary facilities we previously occupied. We also accelerated depreciation of leasehold improvements in our Birmingham, Alabama headquarters building to coincide with our anticipated move date to our new headquarters building, which we anticipate will be in the second half of 2017. Professional services expense increased $334,000, or 50%, to $999,000 in the second quarter of 2016, from $665,000 in the second quarter of 2015, primarily the result of legal fees accrued for current pending litigation. Other operating expense for the second quarter of 2016 increased $407,000, or 9%, to $4.9 million from $4.5 million in the second quarter of 2015. This was primarily the result of higher data processing expenses related to increased online banking transaction volumes and an upgrade of our correspondent banking platform, increased Federal Reserve Bank charges from our correspondent bank clearing activities, and amortization of the core deposit intangible asset resulting from the Metro Bancshares acquisition. These increases were offset by lower costs incurred related to nonperforming loans.

Income tax expense increased $586,000, or 8%, to $7.6 million in the second quarter of 2016, compared to $7.0 million in the second quarter of 2015, and increased $992,000, or 8%, to $13.9 million in the six month period ended June 30, 2016, compared to $12.9 million in the six month period ended June 30, 2015. In the second quarter of 2016 we adopted the amendments in Accounting Standards Update 2016-09 using the modified retrospective method. We recognized excess tax benefits from the exercise and vesting of stock options and restricted stock of $1.3 million in the second quarter of 2016 and retrospectively recognized excess tax benefits from the exercise and vesting of stock options and restricted stock of $2.3 million in the first quarter of 2016. Previously under generally accepted accounting principles, such credits were reflected within additional paid-in capital.

GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures

We recorded expenses of $2.1 million for the first quarter of 2015 related to the acquisition of Metro Bancshares, Inc. and the merger of Metro Bank with and into the Bank, and recorded an expense of $500,000 resulting from the initial funding of reserves for unfunded loan commitments for the first quarter of 2015, consistent with guidance provided in the Federal Reserve Bank’s Inter-agency Policy Statement SR 06-17. Core financial measures included in this press release are “core net income,” “core net income available to common stockholders,” “core diluted earnings per share,” “core return on average assets” and “core return on average common stockholders’ equity.” Each of these five core financial measures excludes the impact of the non-routine expenses attributable to merger expenses, the initial funding of reserves for unfunded loan commitments, and are all considered non-GAAP financial measures. Other non-GAAP financial measures included in this press release are “tangible common stockholders’ equity,” “total tangible assets,” “tangible book value per share,” and “tangible common equity to total tangible assets.” All non-GAAP financial measures are more fully explained below.

“Core net income” is defined as net income, adjusted by the net effect of the non-routine expense.

“Core net income available to common stockholders” is defined as net income available to common stockholders, adjusted by the net effect of the non-routine expense.

“Core diluted earnings per share” is defined as net income available to common stockholders, adjusted by the net effect of the non-routine expense, divided by weighted average diluted shares outstanding.

“Core return on average assets” is defined as net income, adjusted by the net effect of the non-routine expense, divided by average total assets.

“Core return of average common stockholders’ equity” is defined as net income, adjusted by the net effect of the non-routine expense, divided by average common stockholders’ equity.

“Tangible common stockholders’ equity” is defined as common stockholders’ equity, adjusted by the total of goodwill and other identifiable intangible assets.

“Total tangible assets” is defined as total assets, adjusted by the total of goodwill and other identifiable intangible assets.

“Tangible book value per share” is defined as tangible common stockholders’ equity divided by the number of common shares outstanding.

“Tangible common equity to total tangible assets” is defined as tangible common equity divided by total tangible assets.

We believe these non-GAAP financial measures provide useful information to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that these non-GAAP financial measures have a number of limitations. As such, you should not view these disclosures as a substitute for results determined in accordance with GAAP, and they are not necessarily comparable to non-GAAP financial measures that other companies, including those in our industry, use. The following reconciliation table provides a more detailed analysis of the non-GAAP financial measures as of and for the six month comparative periods ended June 30, 2016 and 2015 included in this press release. Dollars are in thousands, except share and per share data.

	As Of June 30, 2016			As Of and For the Six Months Ended June 30, 2015
Provision for income taxes - GAAP				$	12,875
Adjustments:
Adjustment for non-routine expense					830
Core provision for income taxes				$	13,705
Return on average assets - GAAP					1.29	%
Net income - GAAP				$	27,524
Adjustments:
Adjustment for non-routine expense					1,767
Core net income				$	29,291
Average assets				$	4,307,778
Core return on average assets					1.37	%
Return on average common stockholders' equity					13.81	%
Net income available to common stockholders - GAAP				$	27,301
Adjustments:
Adjustment for non-routine expense					1,767
Core net income available to common stockholders				$	29,068
Average common stockholders' equity				$	398,678
Core return on average common stockholders' equity					14.70	%
Earnings per share - diluted - GAAP				$	1.04
Weighted average shares outstanding, diluted					26,332,527
Core diluted earnings per share				$	1.10
Book value per share	$	18.63		$	16.05
Total common stockholders' equity - GAAP		489,097			414,529
Adjustments:
Adjusted for goodwill and other identifiable intangible assets		15,154			18,060
Tangible common stockholders' equity	$	473,943		$	396,469
Tangible book value per share	$	18.05		$	15.35
Stockholders' equity to total assets		8.66	%		10.13	%
Total assets - GAAP	$	5,646,055		$	4,485,091
Adjustments:
Adjusted for goodwill and other identifiable intangible assets		15,154			18,060
Total tangible assets		5,630,901			4,467,031
Tangible common equity to total tangible assets		8.42	%		8.88	%

About ServisFirst Bancshares, Inc.

ServisFirst Bancshares, Inc. is a bank holding company based in Birmingham, Alabama. Through its subsidiary ServisFirst Bank, ServisFirst Bancshares, Inc. provides business and personal financial services from locations in Birmingham, Huntsville, Montgomery, Mobile and Dothan, Alabama, Pensacola and Tampa Bay, Florida, Atlanta, Georgia, Charleston, South Carolina and Nashville, Tennessee.

ServisFirst Bancshares, Inc. files periodic reports with the U.S. Securities and Exchange Commission (SEC). Copies of its filings may be obtained through the SEC’s website at www.sec.gov or at http://servisfirstbancshares.investorroom.com/.

Statements in this press release that are not historical facts, including, but not limited to, statements concerning future operations, results or performance, are hereby identified as "forward-looking statements" for the purpose of the safe harbor provided by Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. The words "believe," "expect," "anticipate," "project," “plan,” “intend,” “will,” “would,” “might” and similar expressions often signify forward-looking statements. Such statements involve inherent risks and uncertainties. ServisFirst Bancshares, Inc. cautions that such forward-looking statements, wherever they occur in this press release or in other statements attributable to ServisFirst Bancshares, Inc., are necessarily estimates reflecting the judgment of ServisFirst Bancshares, Inc.’s senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Such forward-looking statements should, therefore, be considered in light of various factors that could affect the accuracy of such forward-looking statements, including: general economic conditions, especially in the credit markets and in the Southeast; the performance of the capital markets; changes in interest rates, yield curves and interest rate spread relationships; changes in accounting and tax principles, policies or guidelines; changes in legislation or regulatory requirements; changes in our loan portfolio and the deposit base; possible changes in laws and regulations and governmental monetary and fiscal policies, including, but not limited to, economic stimulus initiatives; the cost and other effects of legal and administrative cases and similar contingencies; possible changes in the creditworthiness of customers and the possible impairment of the collectability of loans and the value of collateral; the effect of natural disasters, such as hurricanes and tornados, in our geographic markets; and increased competition from both banks and non-bank financial institutions. The foregoing list of factors is not exhaustive. For discussion of these and other risks that may cause actual results to differ from expectations, please refer to “Cautionary Note Regarding Forward-looking Statements” and “Risk Factors” in our most recent Annual Report on Form 10-K and our other SEC filings. If one or more of the factors affecting our forward-looking information and statements proves incorrect, then our actual results, performance or achievements could differ materially from those expressed in, or implied by, forward-looking information and statements contained herein. Accordingly, you should not place undue reliance on any forward-looking statements, which speak only as of the date made. ServisFirst Bancshares, Inc. assumes no obligation to update or revise any forward-looking statements that are made from time to time.

More information about ServisFirst Bancshares, Inc. may be obtained over the Internet at http://servisfirstbancshares.investorroom.com/ or by calling (205) 949-0302.

Contact: ServisFirst Bank

Davis Mange (205) 949-3420

dmange@servisfirstbank.com

SELECTED FINANCIAL HIGHLIGHTS (UNAUDITED)

(In thousands except share and per share data)

	2nd Quarter 2016			1st Quarter 2016			4th Quarter 2015			3rd Quarter 2015			2nd Quarter 2015
CONSOLIDATED STATEMENT OF INCOME
Interest income	$	52,050		$	49,961		$	48,451		$	46,532		$	44,209
Interest expense		6,159			5,782			5,290			4,670			3,998
Net interest income		45,891			44,179			43,161			41,862			40,211
Provision for loan losses		3,800			2,059			3,308			3,072			4,062
Net interest income after provision for loan losses		42,091			42,120			39,853			38,790			36,149
Non-interest income		3,847			3,435			3,475			3,738			3,430
Non-interest expense		19,504			19,290			19,002			18,248			18,138
Income before income tax		26,434			26,265			24,326			24,280			21,441
Provision for income tax		7,558			6,309			4,576			8,014			6,972
Net income		18,876			19,956			19,750			16,266			14,469
Preferred stock dividends		23			-			24			33			123
Net income available to common stockholders	$	18,853		$	19,956		$	19,726		$	16,233		$	14,346
Earnings per share - basic	$	0.72		$	0.76		$	0.76		$	0.63		$	0.56
Earnings per share - diluted	$	0.71		$	0.75		$	0.74		$	0.61		$	0.54
Average diluted shares outstanding		26,726,284			26,566,810			26,595,239			26,506,334			26,426,036
CONSOLIDATED BALANCE SHEET DATA
Total assets	$	5,646,055		$	5,378,599		$	5,095,509		$	4,772,601		$	4,492,539
Loans		4,539,338			4,340,900			4,216,375			4,044,242			3,863,734
Debt securities		347,706			362,106			370,364			334,635			335,008
Non-interest-bearing demand deposits		1,185,668			1,070,275			1,053,467			1,029,354			926,577
Total deposits		4,664,795			4,339,747			4,223,888			4,044,634			3,729,132
Borrowings		55,450			55,543			55,748			55,728			21,016
Stockholders' equity	$	489,097		$	470,940		$	449,147		$	431,194		$	454,487
Shares outstanding		26,251,948			26,182,698			25,972,698			25,903,698			25,826,198
Book value per share	$	18.63		$	17.99		$	17.29		$	16.65		$	16.05
Tangible book value per share (1)	$	18.05		$	17.40		$	16.70		$	15.96		$	15.35
SELECTED FINANCIAL RATIOS
Net interest margin		3.51	%		3.57	%		3.56	%		3.77	%		3.88	%
Return on average assets		1.37	%		1.53	%		1.55	%		1.38	%		1.31	%
Return on average common stockholders' equity		15.79	%		17.39	%		17.75	%		15.52	%		14.06	%
Efficiency ratio		39.21	%		40.51	%		40.75	%		40.02	%		41.56	%
Non-interest expense to average earning assets		1.50	%		1.56	%		1.56	%		1.63	%		1.73	%
CAPITAL RATIOS (2)
Common equity tier 1 capital to risk-weighted assets (3)		9.83	%		9.90	%		9.72	%		9.59	%		9.60	%
Tier 1 capital to risk-weighted assets		9.84	%		9.91	%		9.73	%		9.60	%		10.58	%
Total capital to risk-weighted assets		11.98	%		12.12	%		11.95	%		11.89	%		12.05	%
Tier 1 capital to average assets		8.52	%		8.65	%		8.55	%		8.83	%		9.88	%
Tangible common equity to total tangible assets (1)		8.42	%		8.50	%		8.54	%		8.70	%		8.86	%

(1) See "GAAP Reconciliation and Management Explanation of Non-GAAP Financial Measures" for a discussion of these Non-GAAP financial measures.

(2) Regulatory capital ratios for most recent period are preliminary.

(3) Basel III final capital rules, including the new Common Equity Tier 1 Capital to Risk-Weighted Assets ratio, became effective for the Company on January 1, 2015.

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Dollars in thousands)

	June 30, 2016			June 30, 2015			% Change
ASSETS
Cash and due from banks	$	54,985		$	49,731			11	%
Interest-bearing balances due from depository institutions		417,703			69,104			504	%
Federal funds sold		116,038			17,622			558	%
Cash and cash equivalents		588,726			136,457			331	%
Available for sale debt securities, at fair value		321,044			305,985			5	%
Held to maturity debt securities (fair value of $27,717 and $29,348 at
June 30, 2016 and 2015, respectively)		26,662			29,023			(8	)%
Restricted equity securities		5,671			4,954			14	%
Mortgage loans held for sale		7,933			11,722			(32	)%
Loans		4,539,338			3,863,734			17	%
Less allowance for loan losses		(46,998	)		(40,020	)		17	%
Loans, net		4,492,340			3,823,714			17	%
Premises and equipment, net		23,221			15,563			49	%
Goodwill and other identifiable intangible assets		15,154			18,060			(16	)%
Other assets		165,304			147,061			12	%
Total assets	$	5,646,055		$	4,492,539			26	%
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Non-interest-bearing	$	1,185,668		$	926,577			28	%
Interest-bearing		3,479,127			2,802,555			24	%
Total deposits		4,664,795			3,729,132			25	%
Federal funds purchased		423,430			273,095			55	%
Other borrowings		55,450			21,016			164	%
Other liabilities		13,283			14,809			(10	)%
Total liabilities		5,156,958			4,038,052			28	%
Stockholders' equity:
Preferred stock, Series A Senior Non-Cumulative Perpetual, par value $0.001
(liquidation preference $1,000), net of discount; no shares authorized,
or outstanding at June 30, 2016, and 40,000 authorized, issued and
outstanding at June 30, 2015		-			39,958			(100	)%
Preferred stock, par value $0.001 per share; 1,000,000 shares authorized and
1,000,000 shares undesignated at June 30, 2016, and 960,000 shares
undesignated at June 30, 2015		-			-			-	%
Common stock, par value $0.001 per share; 100,000,000 shares authorized and
26,251,948 shares issued and outstanding at June 30, 2016 and 50,000,000
authorized and 25,826,198 shares issued and outstanding at June 30, 2015		26			26			-	%
Additional paid-in capital		214,525			209,074			3	%
Retained earnings		268,765			201,303			34	%
Accumulated other comprehensive income		5,404			3,749			44	%
Noncontrolling interest		377			377			-	%
Total stockholders' equity		489,097			454,487			8	%
Total liabilities and stockholders' equity	$	5,646,055		$	4,492,539			26	%

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands except per share data)

	Three Months Ended June 30,					Six Months Ended June 30,
	2016			2015		2016			2015
Interest income:
Interest and fees on loans	$	49,210		$	42,105	$	96,457		$	80,751
Taxable securities		1,238			1,104		2,507			2,232
Nontaxable securities		834			874		1,692			1,734
Federal funds sold		210			24		283			101
Other interest and dividends		558			102		1,072			174
Total interest income		52,050			44,209		102,011			84,992
Interest expense:
Deposits		4,589			3,512		8,950			6,782
Borrowed funds		1,570			486		2,991			962
Total interest expense		6,159			3,998		11,941			7,744
Net interest income		45,891			40,211		90,070			77,248
Provision for loan losses		3,800			4,062		5,859			6,467
Net interest income after provision for loan losses		42,091			36,149		84,211			70,781
Non-interest income:
Service charges on deposit accounts		1,306			1,276		2,613			2,483
Mortgage banking		901			735		1,569			1,189
Securities gains		(3	)		-		(3	)		29
Increase in cash surrender value life insurance		655			660		1,279			1,308
Other operating income		988			759		1,823			1,355
Total non-interest income		3,847			3,430		7,281			6,364
Non-interest expense:
Salaries and employee benefits		10,733			10,426		21,800			19,434
Equipment and occupancy expense		2,023			1,634		4,008			3,295
Professional services		999			665		1,737			1,233
FDIC and other regulatory assessments		803			626		1,553			1,246
Other real estate owned expense		41			289		490			503
Merger expense		-			4		-			2,100
Other operating expense		4,905			4,494		9,205			8,935
Total non-interest expense		19,504			18,138		38,793			36,746
Income before income tax		26,434			21,441		52,699			40,399
Provision for income tax		7,558			6,972		13,867			12,875
Net income		18,876			14,469		38,832			27,524
Dividends on preferred stock		23			123		23			223
Net income available to common stockholders	$	18,853		$	14,346	$	38,809		$	27,301
Basic earnings per common share	$	0.72		$	0.56	$	1.48		$	1.07
Diluted earnings per common share	$	0.71		$	0.54	$	1.46		$	1.04

LOANS BY TYPE (UNAUDITED)

(In thousands)

	2nd Quarter 2016		1st Quarter 2016		4th Quarter 2015		3rd Quarter 2015		2nd Quarter 2015
Commercial, financial and agricultural	$	1,895,870	$	1,799,132	$	1,760,479	$	1,683,819	$	1,642,182
Real estate - construction		251,144		254,254		243,267		232,895		219,607
Real estate - mortgage:
Owner-occupied commercial		1,117,514		1,055,852		1,014,669		978,721		930,719
1-4 family mortgage		494,733		458,032		444,134		417,012		392,245
Other mortgage		725,336		723,542		698,779		677,822		627,099
Subtotal: Real estate - mortgage		2,337,583		2,237,426		2,157,582		2,073,555		1,950,063
Consumer		54,741		50,088		55,047		53,973		51,882
Total loans	$	4,539,338	$	4,340,900	$	4,216,375	$	4,044,242	$	3,863,734

SUMMARY OF LOAN LOSS EXPERIENCE (UNAUDITED)

(Dollars in thousands)

	2nd Quarter 2016			1st Quarter 2016			4th Quarter 2015			3rd Quarter 2015			2nd Quarter 2015
Allowance for loan losses:
Beginning balance	$	45,145		$	43,419		$	42,574		$	40,020		$	37,356
Loans charged off:
Commercial financial and agricultural		1,412			50			2,186			388			1,151
Real estate - construction		355			381			161			31			93
Real estate - mortgage		191			-			463			-			208
Consumer		31			18			21			126			19
Total charge offs		1,989			449			2,831			545			1,471
Recoveries:
Commercial financial and agricultural		1			3			241			13			6
Real estate - construction		39			16			61			13			65
Real estate - mortgage		2			97			65			1			2
Consumer		-			-			1			-			-
Total recoveries		42			116			368			27			73
Net charge-offs		1,947			333			2,463			518			1,398
Provision for loan losses		3,800			2,059			3,308			3,072			4,062
Ending balance	$	46,998		$	45,145		$	43,419		$	42,574		$	40,020
Allowance for loan losses to total loans		1.04	%		1.04	%		1.03	%		1.05	%		1.04	%
Allowance for loan losses to total average
loans		1.06	%		1.06	%		1.05	%		1.08	%		1.07	%
Net charge-offs to total average loans		0.18	%		0.03	%		0.24	%		0.05	%		0.15	%
Provision for loan losses to total average
loans		0.34	%		0.20	%		0.32	%		0.31	%		0.44	%
Nonperforming assets:
Nonaccrual loans	$	4,730		$	6,133		$	7,767		$	9,850		$	8,194
Loans 90+ days past due and accruing		423			417			1			524			470
Other real estate owned and
repossessed assets		4,260			4,044			5,392			6,068			8,235
Total	$	9,413		$	10,594		$	13,160		$	16,442		$	16,899
Nonperforming loans to total loans		0.11	%		0.15	%		0.18	%		0.26	%		0.22	%
Nonperforming assets to total assets		0.17	%		0.20	%		0.26	%		0.34	%		0.38	%
Nonperforming assets to earning assets		0.17	%		0.20	%		0.26	%		0.35	%		0.38	%
Reserve for loan losses to nonaccrual loans		993.62	%		736.10	%		559.02	%		432.22	%		488.41	%
Restructured accruing loans	$	6,753		$	6,763		$	6,782		$	8,266		$	8,279
Restructured accruing loans to total loans		0.15	%		0.16	%		0.16	%		0.20	%		0.21	%

TROUBLED DEBT RESTRUCTURINGS (TDRs) (UNAUDITED)

(In thousands)

	2nd Quarter 2016			1st Quarter 2016			4th Quarter 2015			3rd Quarter 2015			2nd Quarter 2015
Beginning balance:	$	6,763		$	7,736		$	8,266		$	8,279		$	8,280
Net (paydowns) / advances		(10	)		(19	)		(83	)		(13	)		(1	)
Transfers to other real estate owned		-			(954	)		-			-			-
Charge-offs		-			-			(447	)		-			-
	$	6,753		$	6,763		$	7,736		$	8,266		$	8,279

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(In thousands except per share data)

	2nd Quarter 2016			1st Quarter 2016		4th Quarter 2015		3rd Quarter 2015		2nd Quarter 2015
Interest income:
Interest and fees on loans	$	49,210		$	47,247	$	46,150	$	44,401	$	42,105
Taxable securities		1,238			1,269		1,058		1,041		1,104
Nontaxable securities		834			858		875		890		874
Federal funds sold		210			73		46		32		24
Other interest and dividends		558			514		322		168		102
Total interest income		52,050			49,961		48,451		46,532		44,209
Interest expense:
Deposits		4,611			4,361		4,294		3,818		3,512
Borrowed funds		1,548			1,421		996		852		486
Total interest expense		6,159			5,782		5,290		4,670		3,998
Net interest income		45,891			44,179		43,161		41,862		40,211
Provision for loan losses		3,800			2,059		3,308		3,072		4,062
Net interest income after provision for loan losses		42,091			42,120		39,853		38,790		36,149
Non-interest income:
Service charges on deposit accounts		1,306			1,307		1,326		1,279		1,276
Mortgage banking		901			668		620		873		735
Securities gains		(3	)		-		-		-		-
Increase in cash surrender value life insurance		655			624		630		683		660
Other operating income		988			836		899		903		759
Total non-interest income		3,847			3,435		3,475		3,738		3,430
Non-interest expense:
Salaries and employee benefits		10,733			11,067		8,884		10,595		10,426
Equipment and occupancy expense		2,023			1,985		1,519		1,575		1,634
Professional services		999			738		706		668		665
FDIC and other regulatory assessments		803			750		733		681		626
Other real estate owned expense		41			449		324		400		289
Other operating expense		4,905			4,301		6,836		4,329		4,498
Total non-interest expense		19,504			19,290		19,002		18,248		18,138
Income before income tax		26,434			26,265		24,326		24,280		21,441
Provision for income tax		7,558			6,309		4,576		8,014		6,972
Net income		18,876			19,956		19,750		16,266		14,469
Dividends on preferred stock		23			-		24		33		123
Net income available to common stockholders	$	18,853		$	19,956	$	19,726	$	16,233	$	14,346
Basic earnings per common share	$	0.72		$	0.76	$	0.76	$	0.63	$	0.56
Diluted earnings per common share	$	0.71		$	0.75	$	0.74	$	0.61	$	0.54

AVERAGE BALANCE SHEETS AND NET INTEREST ANALYSIS (UNAUDITED)

ON A FULLY TAXABLE-EQUIVALENT BASIS

(Dollars in thousands)

	2nd Quarter 2016					1st Quarter 2016					4th Quarter 2015					3rd Quarter 2015					2nd Quarter 2015
	Average Balance		Yield / Rate			Average Balance		Yield / Rate			Average Balance		Yield / Rate			Average Balance		Yield / Rate			Average Balance		Yield / Rate
Assets:
Interest-earning assets:
Loans, net of unearned income (1)
Taxable	$	4,406,107		4.47	%	$	4,230,057		4.48	%	$	4,113,044		4.44	%	$	3,915,778		4.48	%	$	3,731,699		4.51	%
Tax-exempt (2)		16,315		4.51			10,281		5.56			9,639		4.98			9,802		4.98			10,005		5.00
Total loans, net of
unearned income		4,422,422		4.47			4,240,338		4.48			4,122,683		4.44			3,925,580		4.48			3,741,704		4.51
Mortgage loans held for sale		7,323		3.62			6,084		4.63			4,362		4.27			7,714		4.32			12,718		2.21
Debt securities:
Taxable		208,113		2.38			221,722		2.29			193,982		2.16			189,941		2.17			193,848		2.29
Tax-exempt (2)		135,954		3.73			137,763		3.79			139,435		3.85			139,543		3.91			136,104		3.94
Total securities (3)		344,067		2.91			359,485		2.86			333,417		2.87			329,484		2.91			329,952		2.97
Federal funds sold		144,206		0.59			48,390		0.60			33,255		0.55			24,860		0.51			26,638		0.36
Restricted equity securities		5,659		3.62			4,962		3.81			4,954		4.24			4,954		4.16			4,953		3.16
Interest-bearing balances with banks		393,782		0.52			373,339		0.51			366,771		0.29			168,548		0.27			97,482		0.26
Total interest-earning assets		5,317,459		3.97	%		5,032,598		4.03	%		4,865,442		3.99	%		4,461,140		4.18	%		4,213,447		4.26	%
Non-interest-earning assets:
Cash and due from banks		65,318					61,578					62,037					63,259					58,347
Net premises and equipment		23,241					21,023					19,609					18,961					16,323
Allowance for loan losses, accrued
interest and other assets		127,640					126,491					124,241					127,778					129,233
Total assets	$	5,533,658				$	5,241,690				$	5,071,329				$	4,671,136				$	4,417,350
Interest-bearing liabilities:
Interest-bearing deposits:
Checking	$	691,776		0.36	%	$	665,039		0.35	%	$	611,521		0.30	%	$	593,550		0.28	%	$	579,650		0.27	%
Savings		41,546		0.30			41,055		0.29			39,590		0.29			37,281		0.30			37,697		0.28
Money market		2,105,420		0.52			1,979,727		0.51			2,048,453		0.49			1,817,997		0.47			1,653,708		0.45
Time deposits		498,151		1.01			507,605		1.00			503,217		1.00			485,137		0.99			480,140		1.05
Total interest-bearing deposits		3,336,893		0.56			3,193,426		0.55			3,202,781		0.54			2,933,965		0.52			2,751,195		0.51
Federal funds purchased		505,076		0.64			441,309		0.64			295,530		0.37			246,168		0.31			275,888		0.29
Other borrowings		55,521		5.20			55,630		5.19			55,805		5.11			50,509		5.18			21,238		5.40
Total interest-bearing liabilities		3,897,490		0.64	%		3,690,365		0.63	%		3,554,116		0.59	%		3,230,642		0.57	%		3,048,321		0.53	%
Non-interest-bearing liabilities:
Non-interest-bearing
demand		1,142,541					1,077,613					1,062,795					988,756					908,020
Other liabilities		13,301					12,194					13,469					23,738					11,793
Stockholders' equity		475,917					457,218					436,928					424,113					444,302
Unrealized gains on securities and
derivatives		4,409					4,300					4,021					3,911					4,914
Total liabilities and
stockholders' equity	$	5,533,658				$	5,241,690				$	5,071,329				$	4,671,136				$	4,417,350
Net interest spread				3.33	%				3.40	%				3.40	%				3.61	%				3.73	%
Net interest margin				3.51	%				3.57	%				3.56	%				3.77	%				3.88	%

(1) Average loans include loans on which the accrual of interest has been discontinued.