Annual report pursuant to Section 13 and 15(d)

EMPLOYEE AND DIRECTOR BENEFITS

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EMPLOYEE AND DIRECTOR BENEFITS
12 Months Ended
Dec. 31, 2012
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]  
EMPLOYEE AND DIRECTOR BENEFITS
NOTE 13. EMPLOYEE AND DIRECTOR BENEFITS

 

At December 31, 2012, the Company has two stock-based compensation plans, which are described below. The compensation cost that has been charged against income for the plans was approximately $1,049,000, $975,000 and $713,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

 

Stock Incentive Plans

 

The Company’s 2005 Stock Incentive Plan (the “2005 Plan”), originally permitted the grant of stock options to its officers, employees, directors and organizers of the Company for up to 525,000 shares of common stock. However, upon stockholder approval during 2006, the 2005 Plan was amended in order to allow the Company to grant stock options for up to 1,025,000 shares of common stock. Both incentive stock options and non-qualified stock options may be granted under the 2005 Plan. Option awards are generally granted with an exercise price equal to the estimated fair market value of the Company’s stock at the date of grant; those option awards vest in varying amounts from 2007 through 2015 and are based on continuous service during that vesting period and have a ten-year contractual term. Dividends are not paid on unexercised options and dividends are not subject to vesting. The 2005 Plan provides for accelerated vesting if there is a change in control (as defined in the 2005 Plan).

 

On March 23, 2009, the Company’s board of directors adopted the 2009 Stock Incentive Plan (the “2009 Plan”), which was effective upon approval by the stockholders at the 2009 Annual Meeting of Stockholders. The 2009 Plan authorizes the grant of stock appreciation rights, restricted stock, stock options, non-stock share equivalents, performance shares or performance units and other equity-based awards.

 

Both incentive stock options and non-qualified stock options may be granted under the 2009 Plan. Option awards are generally granted with an exercise price equal to the estimated fair market value of the Company’s stock at the date of grant. Up to 425,000 shares of common stock of the Company are available for awards under the 2009 Plan.

 

As of December 31, 2012, there are a total of 257,000 shares available to be granted under both of these plans.

 

On September 21, 2006, we granted non-plan stock options to persons representing certain key business relationships to purchase up to an aggregate of 30,000 shares of our common stock for a purchase price of $15.00 per share. On November 2, 2007, we granted non-plan stock options to persons representing certain key business relationships to purchase up to an aggregate of 25,000 shares of our common stock for a purchase price of $20.00 per share. These stock options are non-qualified and are not part of either of our stock incentive plans. They vested 100% in a lump sum five years after their date of grant and expire 10 years after their date of grant.

 

The fair value of each stock option award is estimated on the date of grant using a Black-Scholes-Merton valuation model that uses the assumptions noted in the following table. Expected volatilities are based on an index of approximately 79 publicly traded banks in the southeast United States. The expected term of options granted is based on the short-cut method and represents the period of time that options granted are expected to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.

 

    2012     2011     2010  
Expected volatility     19.80 %     26.50 %     26.00 %
Expected dividends     - %     0.37 %     - %
Expected term (in years)     6.5       6.5       7.0  
Risk-free rate     1.05 %     2.21 %     2.10 %

 

The weighted average grant-date fair value of options granted during the years ended December 31, 2012, December 31, 2011 and December 31, 2010 was $6.59, $7.82 and $7.91, respectively.

 

The following tables summarize stock option activity.:

 

    Shares     Weighted
Average
Exercise
Price
    Weighted
Average
Remaining
Contractual
Term (years)
    Aggregate
Intrinsic Value
 
                      (In Thousands)  
Year Ended December 31, 2012:                                
Outstanding at beginning of year     1,073,800     $ 18.33       6.0     $ 12,508  
Granted     45,500       30.00       9.3       130  
Exercised     (288,130 )     12.71       2.4       5,846  
Forfeited     (14,670 )     24.54       -       -  
Outstanding at end of year     816,500     $ 20.87       5.8     $ 9,905  
                                 
Exercisable at December 31, 2012     412,825     $ 14.03       3.6     $ 7,831  
                                 
Year Ended December 31, 2011:                                
Outstanding at beginning of year     881,000     $ 15.65       6.9     $ 8,238  
Granted     233,500       27.16       9.3       -  
Exercised     (40,700 )     10.53       3.8       792  
Forfeited     -       15.00       -       -  
Outstanding at end of year     1,073,800     $ 18.33       6.0     $ 12,508  
                                 
Exercisable at December 31, 2011     442,940     $ 13.19       4.4     $ 7,447  
                                 
Year Ended December 31, 2010:                                
Outstanding at beginning of year     863,500     $ 15.17       6.8     $ 8,483  
Granted     37,500       25.00       9.4       -  
Exercised     (10,000 )     10.00       -       150  
Forfeited     (10,000 )     15.00       -       -  
Outstanding at end of year     881,000     $ 15.65       6.9     $ 8,238  
                                 
Exercisable at December 31, 2010     272,627     $ 11.96       5.1     $ 3,555  

 

Exercisable options at December 31, 2012 were as follows:

 

Range of
Exercise Price
    Shares     Weighted
Average
Exercise Price
    Weighted
Average
Remaining
Contractual
Term (years)
    Aggregate
Intrinsic Value
 
                        (In Thousands)  
$ 10.00       106,500     $ 10.00       2.4     $ 2,450  
  11.00       119,500       11.00       3.3       2,629  
  15.00       101,830       15.00       3.9       1,833  
  20.00       47,995       20.00       4.8       624  
  25.00       37,000       25.00       5.7       296  
          412,825     $ 14.03       3.6     $ 7,832  

 

As of December 31, 2012, there was $1,795,000 of total unrecognized compensation cost related to non-vested stock options. The cost is expected to be recognized on the straight-line method over the next 2.1 years. The total fair value of shares vested during the year ended December 31, 2012 was $404,000.

 

Restricted Stock

 

The Company has issued restricted stock, and currently has 20,500 non-vested shares issued. The value of restricted stock awards is determined to be the current value of the Company’s stock, and this total value will be recognized as compensation expense over the vesting period, which is five years from the date of grant. As of December 31, 2012, there was $360,000 of total unrecognized compensation cost related to non-vested restricted stock. The cost is expected to be recognized evenly over the remaining 1.7 years of the restricted stock’s vesting period.

 

Stock Warrants

 

In recognition of the efforts and financial risks undertaken by the organizers of ServisFirst Bank (the “Bank”) in 2005, the Bank granted warrants to organizers to purchase a total of 60,000 shares of Bank common stock at a price of $10, which was the fair market value of the Bank’s common stock at the date of the grant. The warrants became warrants to purchase a like number of shares of the Company’s common stock upon the formation of the Company as a holding company for the Bank. The warrants vest in equal annual increments over a three-year period commencing on the first anniversary date of the Bank’s incorporation and will terminate on the tenth anniversary of the incorporation date. All of these warrants were exercised as of December 31, 2012 and there were 20,000 outstanding as of December 31, 2011.

 

The Company issued warrants for 75,000 shares of common stock with an exercise price of $25 per share in the third quarter of 2008. These warrants were issued in connection with trust preferred securities. There were 70,500 warrants outstanding as of December 31, 2012 and 75,000 warrants were outstanding as of December 31, 2011.

 

The Company issued warrants for 15,000 shares of common stock with an exercise price of $25 per share in the second quarter of 2009. These warrants were issued in connection with the issuance of the Company’s 8.25% Subordinated Note.

 

As of December 31, 2012, all warrants were fully vested.

 

Retirement Plans

 

The Company has a retirement savings 401(k) and profit-sharing plan in which all employees age 21 and older may participate after completion of one year of service. For employees in service with the Bank at June 15, 2005, the length of service and age requirements were waived. The Company matches employees’ contributions based on a percentage of salary contributed by participants and may make additional discretionary profit sharing contributions. The Company’s expense for the plan was $1,167,000, $946,000 and $377,000 for 2012, 2011 and 2010, respectively. The Company’s board of directors approved additional discretionary matches for 2012 and 2011 based on the profits of the Company during those years. The additional matches were 4% and 3%, respectively, and amounted to $576,000 and $432,000, respectively, and are included in the expenses above.