Edgar Filing: ServisFirst Bancshares, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark one)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2010

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from _______to_______

Commission file number 000-53149

SERVISFIRST BANCSHARES, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		26-0734029
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

(205) 949-0302

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer”, and small reporting company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer o Accelerated filer x Non-accelerated filer o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practical date.

Class		Outstanding as of April 30, 2010
Common stock, $.001 par value		5,513,482

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
	Item 1.	Consolidated Financial Statements	3
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 3.	Quantitative and Qualitative Disclosure about Market Risk	35
	Item 4.	Controls and Procedures	35

PART II. OTHER INFORMATION
	Item 1	Legal Proceedings	36
	Item 1A.	Risk Factors	36
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	36
	Item 3.	Defaults Upon Senior Securities	36
	Item 4.	Other Information	37
	Item 5.	Exhibits	37

EX-31.01 SECTION 302, CERTIFICATION OF THE CEO

EX-31.02 SECTION 302, CERTIFICATION OF THE CFO

EX-31.01 SECTION 906, CERTIFICATION OF THE CEO

EX-31.01 SECTION 906, CERTIFICATION OF THE CFO

PART 1. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED BALANCE SHEETS MARCH 31, 2010 AND DECEMBER 31, 2009

(In thousands, except share and per share amounts)

	March 31, 2010			December 31, 2009
	(Unaudited)			(Audited)
ASSETS
Cash and due from banks	$	20,449		$	26,982
Interest-bearing balances due from depository institutions		5,313			48,544
Federal funds sold		110			680
Cash and cash equivalents		25,872			76,206
Debt securities:
Available for sale		232,975			255,453
Held to maturity		1,145			645
Restricted equity securities		3,510			3,241
Mortgage loans held for sale		4,521			6,202
Loans		1,235,504			1,207,084
Less allowance for loan losses		(15,671	)		(14,911	)
Loans, net		1,219,833			1,192,173
Premises and equipment, net		4,892			5,088
Accrued interest and dividends receivable		6,664			6,200
Deferred tax assets		4,357			4,872
Other real estate owned		12,344			12,525
Other assets		11,451			10,892
Total assets	$	1,527,564		$	1,573,497

LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest-bearing	$	174,068		$	211,307
Interest-bearing		1,176,492			1,221,048
Total deposits		1,350,560			1,432,355
Federal funds purchased		17,350			-
Other borrowings		24,925			24,922
Trust preferred securities		30,314			15,228
Accrued interest payable		937			1,026
Other liabilities		1,444			2,344
Total liabilities		1,425,530			1,475,875
Stockholders' equity:
Common stock, par value $.001 per share; 15,000,000 shares authorized;
5,513,482 shares issued and outstanding		6			6
Preferred stock, par value $.001 per share; 1,000,000 shares authorized;
no shares outstanding		-			-
Additional paid-in capital		75,213			75,078
Retained earnings		24,978			20,965
Accumulated other comprehensive income		1,837			1,573
Total stockholders' equity		102,034			97,622
Total liabilities and shareholders' equity Total liabilities and stockholders' equity	$	1,527,564		$	1,573,497

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except share and per share amounts)

	Three Months Ended March 31,
	2010		2009
Interest income:
Interest and fees on loans	$	16,204	$	12,509
Taxable securities		1,752		1,108
Nontaxable securities		524		278
Federal funds sold		10		24
Other interest and dividends		12		18
Total interest income		18,502		13,937
Interest expense:
Deposits		2,853		4,393
Borrowed funds		743		498
Total interest expense		3,596		4,891
Net interest income		14,906		9,046
Provision for loan losses		2,712		2,460
Net interest income after provision for loan losses		12,194		6,586
Noninterest income:
Service charges on deposit accounts		572		356
Securities gains		38		-
Other operating income		522		563
Total noninterest income		1,132		919
Noninterest expenses:
Salaries and employee benefits		3,482		3,367
Equipment and occupancy expense		780		588
Professional services		200		214
Other operating expenses		2,796		2,263
Total noninterest expenses		7,258		6,432
Income before income taxes		6,068		1,073
Provision for income taxes		2,055		352
Net income	$	4,013	$	721

Basic earnings per share	$	0.73	$	0.13

Diluted earnings per share	$	0.68	$	0.13

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(Unaudited)

(In thousands)

	2010			2009
Net income	$	4,013		$	721

Other comprehensive income (loss), net of tax:
Unrealized holding gains arising during period from securities available for sale, net of tax of $149 and $71 for 2010 and 2009, respectively		289			138
Reclassification adjustment for net gains on sale of securities in net income, net of tax of $13		(25	)		-
Reclassification adjustment for net gains realized on derivatives in net income, net of tax of $46 for 2009		-			(90	)
Other comprehensive income		264			48
Comprehensive income	$	4,277		$	769

See Notes to Consolidated Financial Statements

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

THREE MONTHS ENDED MARCH 31, 2010

(Unaudited)

(In thousands, except share amounts)

	Common Stock		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income		Total Stockholders' Equity
Balance, December 31, 2009		6		75,078		20,965		1,573		97,622
Other comprehensive income		-		-		-		264		264
Stock-based compensation expense		-		135		-		-		135
Net income		-		-		4,013		-		4,013
Balance, March 31, 2010	$	6	$	75,213	$	24,978	$	1,837	$	102,034

See Notes to Consolidated Financial Statements

SERVISFIRST BANCSHARES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED MARCH 31, 2010 AND 2009

(In thousands) (Unaudited)

	2010			2009
OPERATING ACTIVITIES
Net income	$	4,013		$	721
Adjustments to reconcile net income to net cash provided by operating activities:
Deferred tax expense (benefit)		379			(967	)
Provision for loan losses		2,712			2,460
Depreciation and amortization		270			273
Net amortization (accretion) of investments		150			(156	)
Amortized gain on derivative		-			(136	)
(Decrease) increase in accrued interest and dividends receivable		(463	)		92
Stock compensation expense		135			195
Decrease in accrued interest payable		(89	)		(130	)
Proceeds from sale of mortgage loans held for sale		29,235			51,562
Originations of mortgage loans held for sale		(27,934	)		(54,320	)
Gain on sale of securities available for sale		(38	)		-
Net loss on sale of other real estate owned		52			612
Decrease in special prepaid FDIC insurance assessments		564			-
Net change in other assets, liabilities, and other operating activities		(1,988	)		(1,179	)
Net cash provided by operating activities		6,998			(973	)
INVESTMENT ACTIVITIES
Purchase of securities available for sale		(17,274	)		(6,972	)
Proceeds from maturities, calls and paydowns of securities available for sale		10,041			4,417
Purchase of securities held to maturity		(500	)		-
Increase in loans		(31,955	)		(57,179	)
Purchase of premises and equipment		(74	)		(167	)
Purchase of restricted equity securities		(269	)		(582	)
Proceeds from sale of securities available for sale		29,999			-
Proceeds from sale of other real estate owned and repossessions		2,172			2,926
Additions to other real estate owned		(77	)		-
Net cash used in investing activities		(7,937	)		(57,557	)
FINANCING ACTIVITIES
Net (decrease) increase in noninterest-bearing deposits		(37,239	)		88,644
Net (decrease) increase in interest-bearing deposits		(44,556	)		1,184
Net increase in federal funds purchased		17,350			-
Proceeds from issuance of trust preferred securities		15,050			-
Proceeds from sale of stock, net		-			3,479
Net cash (used in) provided by financing activities		(49,395	)		93,307

Net (decrease) increase in cash and cash equivalents		(50,334	)		34,777

Cash and cash equivalents at beginning of year		76,206			72,918

Cash and cash equivalents at end of year	$	25,872		$	107,695

SUPPLEMENTAL DISCLOSURE
Cash paid for:
Interest	$	3,685		$	5,021
Income taxes		1,560			1,365

NONCASH TRANSACTIONS
Transfers of loans from held for sale to held for investment	$	380		$	293
Other real estate acquired in settlement of loans		2,068			1,436

See Notes to Consolidated Financial Statements.

SERVISFIRST BANCSHARES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2010

(Unaudited)

NOTE 1 - GENERAL

The accompanying condensed consolidated financial statements in this report have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission, including Regulation S-X and the instructions for Form 10-Q, and have not been audited. These consolidated financial statements do not include all of the information and footnotes required by U. S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments necessary to present fairly the consolidated financial position and the consolidated results of operations for the interim periods have been made. All such adjustments are of a normal nature. The consolidated results of operations are not necessarily indicative of the consolidated results of operations which ServisFirst Bancshares, Inc. (the “Company”) may achieve for future interim periods or the entire year. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Form 10-K for the year ended December 31, 2009.

All reported amounts are in thousands except share and per share data.

NOTE 2 - CASH AND CASH FLOWS

Cash on hand, cash items in process of collection, amounts due from banks, and Federal funds sold are included in cash and cash equivalents.

NOTE 3 - EARNINGS PER COMMON SHARE

Basic earnings per common share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per common share include the dilutive effect of additional potential common shares issuable under stock options and warrants, as well as the potential common stock issuable upon possible conversion of the preferred securities described in Note 10 to the Consolidated Financial Statements.

	Three Months Ended March 31,
	2010		2009
	(In Thousands, Except Shares and Per Share Data)
Earnings Per Share
Weighted average common shares outstanding		5,513,482		5,401,914
Net income	$	4,013	$	721
Basic earnings per share	$	0.73	$	0.13

Weighted average common shares outstanding		5,513,482		5,401,914
Dilutive effects of assumed conversions and exercise of stock options and warrants		388,296		287,495
Weighted average common and dilutive potential common shares outstanding		5,901,778		5,689,409
Net income	$	4,041	$	721
Diluted earnings per share	$	0.68	$	0.13

NOTE 4 - SECURITIES

The amortized cost and fair value of available-for-sale and held-to-maturity securities at March 31, 2010 and December 31, 2009 are summarized as follows:

	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss			Market Value
	(In Thousands)
March 31, 2010:
Securities Available for Sale
U.S. Treasury and government sponsored agencies	$	60,487	$	363	$	(357	)	$	60,493
Mortgage-backed securities		107,727		2,699		(616	)		109,810
State and municipal securities		58,973		1,009		(406	)		59,576
Corporate debt		3,006		90		-			3,096
Total	$	230,193	$	4,161	$	(1,379	)	$	232,975
Securities Held to Maturity
State and municipal securities	$	1,145	$	1	$	(17	)	$	1,129
Total	$	1,145	$	1	$	(17	)	$	1,129

December 31, 2009:
Securities Available for Sale
U.S. Treasury and government sponsored agencies	$	92,368	$	412	$	(453	)	$	92,327
Mortgage-backed securities		99,608		2,717		(625	)		101,700
State and municipal securities		58,090		876		(567	)		58,399
Corporate debt		3,004		36		(13	)		3,027
Total	$	253,070	$	4,041	$	(1,658	)	$	255,453
Securities Held to Maturity
State and municipal securities	$	645	$	1	$	(3	)	$	643
Total	$	645	$	1	$	(3	)	$	643

All mortgage-backed securities are with government sponsored enterprises (GSEs) such as Federal National Mortgage Association, Government National Mortgage Association, Federal Home Loan Bank, and Federal Home Loan Mortgage Corporation.

The following table identifies, as of March 31, 2010 and December 31, 2009, the Company’s investment securities that have been in a continuous unrealized loss position for less than 12 months and those that have been in a continuous unrealized loss position for 12 or more months. The Company has the ability and intent to hold its securities until such time as lost value is recovered, or the securities mature. Further, the Company believes any deterioration in value on its current investment securities is attributable to changes in market interest rates and not credit quality of the issuer.

	Less Than Twelve Months					Twelve Months or More
	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
	(In Thousands)
March 31, 2010:
U.S. Treasury and government sponsored agencies	$	(357	)	$	38,346	$	-		$	-
Mortgage-backed securities		(616	)		54,235		-			-
State and municipal securities		(423	)		20,232		-			-
Corporate debt		-			-		-			-
	$	(1,396	)	$	112,813	$	-		$	-

December 31, 2009:
U.S. Treasury and government sponsored agencies	$	(437	)	$	42,836	$	-		$	-
Mortgage-backed securities		(625	)		44,993		-			-
State and municipal securities		(569	)		20,479		-			-
Corporate debt		(17	)		2,074		(13	)		986
	$	(1,648	)	$	110,382	$	(13	)	$	986

At March 31, 2010, none of the Company’s 328 debt securities had been in an unrealized loss position for 12 or more months.

NOTE 5 - EMPLOYEE AND DIRECTOR BENEFITS

Stock Options

At March 31, 2010, the Company had stock-based compensation plans, as described below. The compensation cost that has been charged to earnings for the plans was approximately $135,000 and $195,000 for three months ended March 31, 2010 and 2009, respectively.

The Company’s 2005 Amended and Restated Stock Option Plan allows for the grant of stock options to purchase up to 1,025,000 shares of the Company’s common stock. The Company’s 2009 Stock Incentive Plan authorizes the grant of up to 425,000 shares and allows for the issuance of Stock Appreciation Rights, Restricted Stock, Stock Options, Non-stock Share Equivalents, Performance Shares or Performance Units. Both plans allow for the grant of incentive stock options and non-qualified stock options, and awards are generally granted with an exercise price equal to the estimated fair market value of the Company’s common stock at the date of grant. The maximum term of the options granted under the plans is ten years.

The Company has granted non-plan options to certain persons representing key business relationships to purchase up to an aggregate amount of 55,000 shares of the Company’s common stock at between $15.00 and $20.00 per share for 10 years. These options are non-qualified and not part of either Plan.

The Company estimates the fair value of each stock option award using a Black-Scholes-Merton valuation model that uses the assumptions noted in the following table.

Expected volatilities are based on an index of southeastern United States publicly traded banks. The expected term for 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.

	2010			2009
Expected volatility		25.00	%		20.00	%
Expected dividends		0.50	%		0.50	%
Expected term (in years)	7 years			7 years
Risk-free rate		2.32	%		1.65	%

The weighted average grant-date fair value of options granted during the three months ended March 31, 2010 and 2009 was $7.43 and $6.72, respectively.

The following table summarizes stock option activity during the three months ended March 31, 2010 and 2009:

	Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value
								(In Thousands)
Three Months Ended March 31, 2010:
Outstanding at January 1, 2010		833,500		$	15.00		6.8	$	8,333
Granted		11,000			25.00		9.9		-
Exercised		-			-		-		-
Forfeited		(10,000	)		15.00		6.7		-
Outstanding at March 31, 2010		834,500			15.25		6.6	$	8,238

Exercisable at March 31, 2010		146,196		$	12.05		5.9	$	1,894

Three Months Ended March 31, 2009:
Outstanding at January 1, 2009		796,000		$	14.50		7.7	$	8,363
Granted		37,500			25.00		-		-
Exercised		-			-		-		-
Forfeited		-			-		-		-
Outstanding at March 31, 2009		833,500			14.97		7.8	$	8,363

Exercisable at March 31, 2009		75,264		$	12.34		6.9	$	953

Restricted Stock

During the first quarter 2010, 2,000 shares of restricted stock were granted to five employees for a total of 10,000 shares. During the fourth quarter 2009, 20,000 shares of restricted stock were granted to a key executive. 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 March 31, 2010, there was $699,000 of total unrecognized compensation cost related to non-vested restricted stock. The cost is expected to be recognized evenly over the remaining 4.7 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 60,000 shares of 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. The total number of warrants outstanding at March 31, 2010 and 2009 was 60,000.

The Company issued warrants for 75,000 shares of common stock at a price of $25 per share in the third quarter of 2008. These warrants were issued in connection with the trust preferred securities that are discussed in detail in Note 9.

The Company issued warrants for 15,000 shares of common stock at a price of $25 per share in the second quarter of 2009. These warrants were issued in connection with the issuance and sale of the Bank’s 8.25% Subordinated Note discussed in detail in Note 11.

NOTE 6 - DERIVATIVES

During 2008, the Company entered into interest rate swaps (“swaps”) to facilitate customer transactions and meet their financing needs. Upon entering into these swaps, the Company entered into offsetting positions with a regional correspondent bank in order to minimize the risk to the Company. As of March 31, 2010, the Company was party to two swaps with notional amounts totaling approximately $12.1 million with customers, and two swaps with notional amounts totaling approximately $12.1 million with a regional correspondent bank. These swaps qualify as derivatives, but are not designated as hedging instruments. The Company has recorded the value of these swaps at $567,000 in offsetting entries in other assets and other liabilities.

The Company has entered into agreements with secondary market investors to deliver loans on a “best efforts delivery” basis. When a rate is committed to a borrower, it is based on the best price that day and locked with the investor for the customer for a 30-day period. In the event the loan is not delivered to the investor, the Company has no risk or exposure with the investor. The interest rate lock commitments related to loans that are originated for later sale are classified as derivatives. The fair values of the Company’s agreements with investors and rate lock commitments to customers as of March 31, 2010 and December 31, 2009 were not material.

NOTE 7 - ADOPTION OF RECENT ACCOUNTING PRONOUNCEMENTS

In June 2009, the Financial Accounting Standards Board (“FASB”) issued two related accounting pronouncements changing the accounting principles and disclosure requirements for securitizations and special purpose entities. The pronouncements remove the concept of a “qualifying special-purpose entity”, change the requirements for derecognizing financial assets and change how a company determines when an entity that is insufficiently capitalized or is not controlled through voting should be consolidated. These pronouncements also expand existing disclosure requirements to include more information about transfers of financial assets and where companies have exposure to the risks related to transfers of financial assets. The Company adopted the provisions of these pronouncements as of January 1, 2010, but neither had a material impact on the consolidated financial statements.

During January 2010, the FASB issued Accounting Standards Update (“ASU”) 2010-06 – “Improving Disclosures About Fair Value Measurements”, which added disclosure requirements about transfers in and out of Levels 1 and 2, clarified existing fair value disclosure requirements about the appropriate level of disaggregation, and clarified that a description of valuation techniques and inputs used to measure fair value was required for recurring and nonrecurring Level 2 and 3 fair value measurements. The Company adopted these provisions of the ASU in preparing the Consolidated Financial Statements for the period ended March 31, 2010. The adoption of these provisions of this ASU, which was subsequently codified into Accounting Standards Codification Topic 820, “Fair Value Measurements and Disclosures,” only affected the disclosure requirements for fair value measurements and as a result had no impact on the Company’s consolidated financial statements. See Note 8 to the Consolidated Financial Statements for the disclosures required by this ASU.

This ASU also requires that Level 3 activity about purchases, sales, issuances, and settlements of assets measured at fair value on a recurring basis be presented on a gross basis rather than as a net number as currently permitted. This provision of the ASU is effective for the Company’s reporting period ending March 31, 2011. As this provision amends only the disclosure requirements for fair value measurements, the adoption will have no impact on the Company’s consolidated financial statements.

NOTE 8 - FAIR VALUE MEASUREMENT

Measurement of fair value under United States generally accepted accounting principles (“US GAAP”) establishes a hierarchy that prioritizes observable and unobservable inputs used to measure fair value, as of the measurement date, into three broad levels, which are described below:

Level 1:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:

Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3:

Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, and also considers counterparty credit risk in its assessment of fair value.

Securities – Where quoted prices are available in an active market, securities are classified within level 1 of the hierarchy. Level 1 securities include highly liquid government securities such as U.S. Treasuries and exchange-traded equity securities. For securities traded in secondary markets for which quoted market prices are not available, the Company generally relies on prices obtained from independent vendors. Securities measured with these techniques are classified within Level 2 of the hierarchy and often involve using quoted market prices for similar securities, pricing models or discounted cash flow calculations using inputs observable in the market where available. Examples include U.S. government agency securities, mortgage-backed securities, obligations of states and political subdivisions, and certain corporate, asset-backed and other securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified in Level 3 of the hierarchy.

Interest Rate Swap Agreements – The fair value is estimated by a third party using inputs that are observable or that can be corroborated by observable market data and, therefore, are classified within Level 2 of the hierarchy. These fair value estimations include primarily market observable inputs such as yield curves and option volatilities, and include the value associated with counterparty credit risk.

Impaired Loans- Impaired loans are measured and reported at fair value when full payment under the loan terms is not expected. Impaired loans are carried at the present value of estimated future cash flows using the loan’s existing rate or the fair value of the collateral if the loan is collateral-dependent. Impaired loans are subject to nonrecurring fair value adjustment. A portion of the allowance for loan losses is allocated to impaired loans if the value of such loans is deemed to be less than the unpaid balance. The amount recognized as an impairment charge related to impaired loans that are measured at fair value on a nonrecurring basis was $2,608,000 and $1,877,000 during the three months ended March 31, 2010 and 2009, respectively. Impaired loans are classified within Level 3 of the hierarchy.

Other real estate owned – Other real estate assets (“OREO”) acquired through, or in lieu of, foreclosure are held for sale and are initially recorded at the lower of cost or fair value, less selling costs. Any write-downs to fair value at the time of transfer to OREO are charged to the allowance for loan losses subsequent to foreclosure. Values are derived from appraisals of underlying collateral and discounted cash flow analysis. The amount charged to earnings was $101,000 and $791,000 during the three months ended March 31, 2010 and 2009, respectively. These charges were for write-downs in the value of OREO and losses on the disposal of OREO. OREO is classified within Level 3 of the hierarchy.

The following table presents the Company’s financial assets and financial liabilities carried at fair value on a recurring basis as of March 31, 2010 and December 31, 2009:

			Fair Value Measurements at March 31, 2010 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Assets Measured on a Recurring Basis:
Available-for-sale securities	$	-	$	232,975	$	-	$	232,975
Interest rate swap agreements		-		567				567
Total assets at fair value	$	-	$	233,542	$	-	$	233,542

Liabilities Measured on a Recurring Basis:
Interest rate swap agreements	$	-	$	567	$	-	$	567

			Fair Value Measurements at December 31, 2009 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Assets Measured on a Recurring Basis:
Available-for-sale securities	$	-	$	255,453	$	-	$	255,453
Interest rate swap agreements		-		413				413
Total assets at fair value	$	-	$	255,866	$	-	$	255,866

Liabilities Measured on a Recurring Basis:
Interest rate swap agreements	$	-	$	413	$	-	$	413

The following table presents the Company’s financial assets and financial liabilities carried at fair value on a nonrecurring basis as of March 31, 2010:

			Fair Value Measurements at March 31, 2010 Using
	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total
	(In Thousands)
Assets Measured on a Nonrecurring Basis:
Impaired loans	$	-	$	-	$	14,135	$	14,135
Other real estate owned		-		-		12,344		12,344
Total assets at fair value	$	-	$	-	$	26,479	$	26,479

The fair value of a financial instrument is the current amount that would be exchanged in a sale between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Current US GAAP excludes certain financial instruments and all nonfinancial instruments from its fair value disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The carrying amount and estimated fair value of the Company’s financial instruments, including those that are not measured and reported at fair value on a recurring basis or non-recurring basis, at March 31, 2010 and December 31, 2009 were as follows:

	March 31, 2010				December 31, 2009
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
	(In Thousands)
Financial Assets:
Cash and cash equivalents	$	25,872	$	25,872	$	76,206	$	76,206
Investment securities available for sale		232,975		232,975		255,453		255,453
Investment securities held to maturity		1,145		1,129		645		643
Restricted equity securities		3,510		3,510		3,241		3,241
Mortgage loans held for sale		4,521		4,521		6,202		6,202
Loans, net		1,219,833		1,223,260		1,192,173		1,193,376
Accrued interest and dividends receivable		6,664		6,664		6,200		6,200
Derivative		567		567		413		413

Financial Liabilities:
Deposits	$	1,350,560	$	1,353,085	$	1,432,355	$	1,435,387
Federal funds purchased		17,350		17,350		-		-
Borrowings		24,925		25,714		24,922		25,981
Trust preferred securities		30,314		27,434		15,228		12,681
Accrued interest payable		937		937		1,026		1,026
Derivative		567		567		413		413

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments:

Cash and cash equivalents: The carrying amounts reported in the statements of financial condition for cash and cash equivalents approximate those assets’ fair values.

Investment securities: Fair values for investment securities are based on quoted market prices, where available. If a quoted market price is not available, fair value is based on quoted market prices of comparable instruments.

Restricted equity securities: Fair values for other investments are considered to be their cost.

Loans: For variable-rate loans that re-price frequently and with no significant change in credit risk, fair value is based on carrying amounts. The fair value of other loans (for example, fixed-rate commercial real estate loans, mortgage loans, and industrial loans) is estimated using discounted cash flow analysis, based on interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Loan fair value estimates include judgments regarding future expected loss experience and risk characteristics. Fair value for impaired loans is estimated using discounted cash flow analysis, or underlying collateral values, where applicable.

Derivatives: The fair values of the derivative agreements are based on quoted prices from an outside third party.

Accrued interest and dividends receivable: The carrying amount of accrued interest and dividends receivable approximates its fair value.

Deposits: The fair values disclosed for demand deposits is, by definition, equal to the amount payable on demand at the reporting date (that is, their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

Federal funds purchased: The carrying amounts of federal funds purchased approximate their market value.

Other borrowings: The fair values of other borrowings are estimated using discounted cash flow analysis, based on interest rates currently being offered by the Federal Home Loan Bank for borrowings of similar terms as those being valued.

Trust preferred securities: The fair values of trust preferred securities are estimated using a discounted cash flow analysis, based on interest rates currently being offered on the best alternative debt available at the measurement date.

Accrued interest payable: The carrying amount of accrued interest payable approximates its fair value.

Loan commitments: The fair values of the Company’s off-balance sheet financial instruments are based on fees currently charged to enter into similar agreements. Since the majority of the Company’s other off-balance-sheet instruments consist of non-fee-producing, variable-rate commitments, the Company has determined they do not have a distinguishable fair value.

NOTE 9 - SUBORDINATED DEFERRABLE INTEREST DEBENTURES

On September 2, 2008, ServisFirst Capital Trust I, a subsidiary of the Company (the “2008 Trust”), sold 15,000 shares of its 8.5% trust preferred securities to accredited investors for $15,000,000 or $1,000 per share and 463,918 shares of its common securities to the Company for $463,918 or $1.00 per share. The 2008 Trust invested the $15,463,918 of the proceeds from such sale in the Company’s 8.5% junior subordinated deferrable interest debenture due September 1, 2038 in the principal amount of $15,463,918 (the “Debenture”). The Debenture bears a fixed rate of interest at 8.5% per annum and is subordinate and junior in right of payment to all of the Company’s senior debt; provided, however, the Company will not incur any additional senior debt in excess of 0.5% of the Company’s average assets for the fiscal year immediately preceding, unless such incurrence is approved by a majority of the holders of the outstanding trust preferred securities.

Holders of the trust preferred securities are entitled to receive distributions accruing from the original date of issuance. The distributions are payable quarterly in arrears on December 1, March 1, June 1 and September 1 of each year, commencing December 1, 2008. The distributions accrue at an annual fixed rate of 8.5%. Payments of distributions on the trust preferred securities will be deferred in the event interest payments on the Debenture is deferred, which may occur at any time and from time to time, for up to 20 consecutive quarterly periods. During any deferral period, the Company may not pay dividends or make certain other distributions or payments as provided for in the Indenture. If payments are deferred, holders accumulate additional distributions thereon at 8.5%, compounded quarterly, to the extent permitted by law.

In addition, the Company issued a total of 75,000 warrants, each with the right to purchase one share of the Company’s common stock for a purchase price of $25.00. The warrants were issued in increments of 500 for each $100,000 of trust preferred securities purchased. Each warrant is exercisable for a period beginning upon its date of issuance and ending upon the later to occur of either (i) September 1, 2013 or (ii) 60 days following the date upon which the Company’s common stock becomes listed for trading upon a “national securities exchange” as defined under the Securities Exchange Act of 1934. The Company estimated the fair value of each warrant using a Black-Scholes-Merton valuation model and determined the fair value per warrant to be $5.65. This total value of $423,000 was recorded as a discount and reduced the net book value of the debentures to $15,052,000 with an offsetting increase to the Company’s additional paid-in capital. The discount will be amortized over a three-year period.

The trust preferred securities are subject to mandatory redemption upon repayment of the Debenture at its maturity, September 1, 2038, or its earlier redemption. The Debenture is redeemable by the Company (i) prior to September 1, 2011, in whole upon the occurrence of a Special Event, as defined in the Indenture, or (ii) in whole or in part on or after September 1, 2011 for any reason. In the event of the redemption of the trust preferred securities prior to September 1, 2011, the holders of the trust preferred securities will be entitled to $1,050 per share, plus accumulated and unpaid distributions thereon (including accrued interest thereon), if any, to the date of payment. In the event of the redemption of the trust preferred securities on or after September 1, 2011, the holders of the trust preferred securities will be entitled to receive $1,000 per share plus accumulated and unpaid distributions thereon (including accrued interest thereon), if any, to the date of payment.

The Company has the right at any time to terminate the 2008 Trust and cause the Debenture to be distributed to the holders of the trust preferred securities in liquidation of the Trust. This right is optional and wholly within the Company’s discretion as set forth in the Indenture.

Payment of periodic cash distributions and payment upon liquidation or redemption with respect to the trust preferred securities are guaranteed by the Company to the extent of funds held by the Trust (the “Preferred Securities Guarantee”). The Preferred Securities Guarantee, when taken together with the Company’s other obligations under the debentures, constitutes a full and unconditional guarantee, on a subordinated basis, by the Company of payments due on the trust preferred securities.

The Company is required by the Federal Reserve Board to maintain certain levels of capital for bank regulatory purposes. The Federal Reserve Board has determined that certain cumulative preferred securities having the characteristics of trust preferred securities qualify as minority interests, which is included in Tier 1 capital for bank and financial holding companies. In calculating the amount of Tier 1 qualifying capital, the trust preferred securities can only be included up to the amount constituting 25% of total Tier 1 capital elements (including trust preferred securities). Such Tier 1 capital treatment provides the Company with a more cost-effective means of obtaining capital for bank regulatory purposes than if the Company were to issue preferred stock.

NOTE 10 –

JUNIOR SUBORDINATED MANDATORY CONVERTIBLE DEFERRABLE INTEREST DEBENTURES DUE MARCH 15, 2040

On February 9, 2010 the Company established a new Delaware statutory trust subsidiary, ServisFirst Capital Trust II (the “2010 Trust”), which issued 15,000 shares of its 6.0% Mandatory Convertible Trust Preferred Securities (the “Preferred Securities”) for $15,000,000, or $1,000 per Preferred Security on March 15, 2010. The 2010 Trust simultaneously issued 50,000 shares of its common securities to the Company for a purchase price of $50,000, or $1.00 per share, which together with the Preferred Securities, constitutes all of the issued and outstanding securities of the 2010 Trust (collectively, the “Trust Securities”). The 2010 Trust invested all of the proceeds from the sale of the Trust Securities in the Company’s 6.0% Junior Subordinated Mandatory Convertible Deferrable Interest Debentures due March 15, 2040 in the principal amount of $15,050,000 (the “Subordinated Debentures”). The Preferred Securities were offered and sold to accredited investors in a private placement.

Holders of the Preferred Securities will be entitled to receive distributions accruing from March 15, 2010, and payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, commencing June 15, 2010 unless the Company defers interest payments on the Subordinated Debentures. Distributions accrue at an annual rate equal to 6.0% of the liquidation amount of $1,000 per Preferred Security. The rate and the distribution dates for the Preferred Securities correspond to the interest rate and payment dates on the Subordinated Debentures, which constitute substantially all the assets of the 2010 Trust. As a result, if principal or interest is not paid on the Subordinated Debentures, no corresponding amounts will be paid on the Preferred Securities. The 2010 Trust also pays a distribution on the common securities at an annual rate of 6.0% of the purchase price of the common securities, but such payments are financially immaterial since they simply represent a return of funds to the Company.

The Subordinated Debentures are subordinate and junior in right of payment to all of the Company’s senior debt, as defined in the Indenture (as defined below); provided, however, that, while any of the Preferred Securities remain outstanding, the Company shall not incur any additional senior debt in excess of 0.5% of the Company’s average assets for the fiscal year immediately preceding, unless approved by the holders of a majority of the outstanding Preferred Securities. The Company has the right to defer payments of interest on the Subordinated Debentures from time to time, for up to 20 consecutive quarterly periods for each deferral period. During any deferral period, the Company may not (i) pay dividends on or redeem any of its capital stock, (ii) pay principal of or interest on any debt securities ranking pari passu with or subordinate to the Subordinated Debentures or (iii) make any guaranty payments with respect to any guaranty of the debt securities of any of the Company’s subsidiaries if such guaranty ranks pari passu with or junior in right of payment to the Subordinated Debentures.

If not previously redeemed or converted into common stock of the Company, the Preferred Securities will automatically and mandatorily convert into common stock of the Company on March 15, 2013 at a conversion price of $25 per share of common stock. In addition to such mandatory conversion, the Preferred Securities may be converted into common stock of the Company at the option of the holder at any time prior to the earliest to occur of maturity, redemption or mandatory conversion at the same conversion price.

The Preferred Securities are subject to mandatory redemption upon repayment of the Subordinated Debentures at their stated maturity (as defined in the Indenture), or upon earlier redemption of the Subordinated Debentures. The Subordinated Debentures are redeemable by the Company at any time in whole, but not in part, upon the occurrence of a special event, as defined in the Indenture.

The Company has the right at any time to terminate the 2010 Trust and cause the Subordinated Debentures to be distributed to the holders of the Preferred Securities in liquidation of the 2010 Trust. This right is optional and wholly within the Company’s discretion.

NOTE 11 -

SUBORDINATED NOTE DUE SEPTEMBER 1, 2016

On June 23, 2009, the Bank issued $5,000,000 aggregate principal amount of its 8.25% Subordinated Note due June 1, 2016 to an accredited investor at 100% of par. The note is subordinate and junior in right of payment upon any liquidation of the Bank as to principal, interest and premium to obligations to the Bank’s depositors and other obligations to its general and secured creditors. Interest payments are due and payable on each September 1, December 1, March 1 and June 1, commencing on September 1, 2009. Interest accrues at an annual rate of 8.25%. The proceeds from the note payable are included in Tier 2 capital of the Bank and the Company.

In addition, the Company issued to the investor a total of 15,000 warrants, each representing the right to purchase one share of the Company’s common stock for a purchase price of $25.00. Each warrant is exercisable for a period beginning upon its date of issuance and ending on June 1, 2016. The Company estimated the fair value of each warrant using a Black-Scholes-Merton valuation model and determined the fair value per warrant to be $5.71. This total value of $86,000 was recorded as a discount and reduced the net book value of the debentures to $4,914,000 with an offsetting increase to the Company’s additional paid-in capital. The discount will be amortized over a five-year period.

NOTE 12 –

SUBSEQUENT EVENTS

The Company has evaluated all subsequent events through April 29, 2010, the last business day before the filing date of this Form 10-Q with the Securities and Exchange Commission, to ensure that this Form 10-Q includes appropriate disclosure of events both recognized in the financial statements as of March 31, 2010, and events which occurred subsequent to March 31, 2010 but were not recognized in the financial statements. As of April 29, 2010, there were no subsequent events which required recognition or disclosure.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is designed to provide a better understanding of various factors relating to the results of operations and financial condition of ServisFirst Bancshares, Inc. (the “Company”) and its wholly owned subsidiary, ServisFirst Bank (the “Bank”). This discussion is intended to supplement and highlight information contained in the accompanying unaudited consolidated financial statements as of March 31, 2010 and for the three months ended March 31, 2010 and 2009.

Forward-Looking Statements

Statements in this document 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 and so-called “bailout” 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 collectibility of loans and the value of collateral; the effect of natural disasters, such as hurricanes, in our geographic markets; and increased competition from both banks and non-banks. 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 “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.

Business

We are a bank holding company under the Bank Holding Company Act of 1956 incorporated in Delaware and headquartered in Birmingham, Alabama. Through the Bank, we operate eight full-service banking offices located in Jefferson, Shelby, Madison, Montgomery and Houston counties in the metropolitan statistical areas (“MSAs”) of Birmingham-Hoover, Huntsville, Montgomery and Dothan, Alabama.

We are headquartered at 850 Shades Creek Parkway, Birmingham, Alabama 35209 (Jefferson County). In addition to the Jefferson County headquarters, the Bank currently operates through two offices in the Birmingham-Hoover, Alabama MSA (one office in Jefferson County and one office in North Shelby County), two offices in the Huntsville, Alabama MSA (Madison County), two offices in the Montgomery, Alabama MSA (Montgomery County) and one office in the Dothan, Alabama MSA (Houston County), which constitute our primary service areas. Our principal business is to accept deposits from the public and to make loans and other investments. Our principal source of funds for loans and investments are demand, time, savings, and other deposits (including negotiable orders of withdrawal, or NOW accounts). Our principal sources of income are interest and fees collected on loans, interest and dividends collected on other investments and service charges. Our principal expenses are interest paid on savings and other deposits (including NOW accounts), interest paid on our other borrowings, employee compensation, office expenses and other overhead expenses.

Overview

As of March 31, 2010, the Company had total consolidated assets of $1,527,564,000, a decrease of $45,933,000, or 2.92%, from $1,573,497,000 at December 31, 2009. Total loans were $1,235,504,000 at March 31, 2010, up $28,420,000, or 2.35%, over $1,207,084,000 at December 31, 2009. Total deposits were $1,350,560,000 at March 31, 2010, a decrease of $81,795,000, or 5.71%, from $1,432,355,000 at December 31, 2009.

Net income for the quarter ended March 31, 2010 was $4,013,000, an increase of $3,292,000, or 456.59%, from $721,000 for the quarter ended March 31, 2009. Basic and fully diluted earnings per common share were $.73 and $.68, respectively, for the three months ended March 31, 2010, compared with $.13 and $.13, respectively, for the same period in 2009. This increase was primarily attributable to increased earning assets and a higher net interest margin percentage, both as a result of organic growth in our Alabama markets and the leveraging of excess liquid assets during the second half of 2009 and first quarter of 2010.

Critical Accounting Policies

The accounting and financial policies of the Company conform to accounting principles generally accepted in the United States and to general practices within the banking industry. To prepare consolidated financial statements in conformity with accounting principles generally accepted in the United States, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ. The allowance for loan losses, valuation of foreclosed real estate, deferred taxes, and fair value of financial instruments are particularly subject to change. Information concerning our accounting policies with respect to these items is available in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Financial Condition

Investment Securities

Investment securities available for sale totaled $232,975,000 at March 31, 2010 and $255,453,000 at December 31, 2009. Investment securities held to maturity totaled $1,145,000 at March 31, 2010 and $645,000 at December 31, 2009. Approximately $30,000,000 in callable agency securities were sold during the first quarter 2010, and were partially replaced by the purchase of $15,376,000 in mortgage backed securities. The purchased securities will increase the portfolio yield and will also provide monthly principal cash flow.

Each quarter, management assesses whether there have been events or economic circumstances to indicate that a security on which there is an unrealized loss is other-than-temporarily impaired. Management considers several factors, including the amount and duration of the impairment; the intent and ability of the Company to hold the security for a period sufficient for a recovery in value; and known recent events specific to the issuer or its industry. In analyzing an issuer’s financial condition, management considers whether the securities are issued by agencies of the federal government, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports, among other things. As the Company currently has the ability to hold its investment securities for the foreseeable future, no declines are deemed to be other than temporary. The Company will continue to evaluate its investment securities for possible other-than-temporary impairment, which could result in a future non-cash charge to earnings.

The following table shows the amortized cost of the Company’s investment securities by their stated maturity at March 31, 2010:

	Less Than One Year			One Year to Five Years			Five Years to Ten Years			More Than Ten Years			Total
	(In Thousands)
U.S. Treasury and government sponsored
agencies	$	-		$	23,795		$	31,744		$	4,948		$	60,487
Mortgage-backed securities		1,092			71,277			35,358			-			107,727
State and municipal securities		-			6,373			37,044			16,701			60,118
Corporate debt		-			-			1,991			1,015			3,006
	$	1,092		$	101,445		$	106,137		$	22,664		$	231,338

Taxable-equivalent Yield		5.17	%		3.88	%		4.51	%		5.58	%		4.34	%

All securities held are traded in liquid markets. As of March 31, 2010, we owned certain restricted securities of the Federal Home Loan Bank with an aggregate book value and market value of $3,259,000 and certain securities of First National Bankers Bank in which we invested $250,000. We had no investments in any one security, restricted or liquid, in excess of 10% of our stockholders’ equity.

The Bank’s investment portfolio consists of mortgage-backed pass-through securities, tax-exempt securities and corporate bonds. The Bank does not invest in collateralized debt obligations (“CDOs”). All tax-exempt securities currently held are issued by government issuers within the State of Alabama. All corporate bonds have a Standard and Poor’s or Moody’s rating of A-1 or better when purchased. The March 31, 2010 total investment portfolio has a combined average credit rating of AA+.

The carrying value of investment securities pledged to secure public funds on deposit and for other purposes as required by law was $113,293,000 and $117,377,000 as of March 31, 2010 and December 31, 2009, respectively.

At March 31, 2010, we had $110,000 in federal funds sold, compared with $680,000 at December 31, 2009.

Loans

We had total loans of $1,235,504,000 at March 31, 2010, an increase of $28,420,000, or 2.35%, compared to $1,207,084,000 at December 31, 2009. At March 31, 2010, 51% of our loans were in our Birmingham offices, 25% in our Huntsville offices, 13% in our Montgomery offices, and 11% in our Dothan office.

The following table details our loans at March 31, 2010 and December 31, 2009:

	March 31, 2010			December 31, 2009
	(In Thousands)
Commercial, financial and agricultural	$	471,705		$	461,088
Real estate - construction (1)		218,554			224,178
Real estate - mortgage:
Owner occupied		216,289			203,983
1-4 Family		172,083			165,512
Other		124,537			119,749
Total Real Estate Mortgage		512,909			489,244
Consumer		32,336			32,574
Total Loans		1,235,504			1,207,084
Allowance for loan losses		(15,671	)		(14,911	)
Total Loans, Net	$	1,219,833		$	1,192,173
(1) includes Owner Occupied real estate construction loans in the amount of
$9,940 and $10,045 at March 31, 2010 and December 31, 2009, respectively

Asset Quality

We establish and maintain the allowance for loan losses at levels management deems adequate to absorb anticipated credit losses from identified and otherwise inherent risks in the loan portfolio as of the balance sheet date. In assessing the adequacy of the allowance for loan losses, management considers its evaluation of the loan portfolio, past due loan experience, collateral values, current economic conditions and other factors considered necessary to maintain the allowance at an adequate level. Management believes that the allowance is adequate at March 31, 2010.

A loan is considered impaired when it is probable, based on current information and events, that the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. Impaired loans are measured by the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral-dependent. The amount of impairment, if any, and subsequent changes in impairments are included in the allowance for loan losses. Interest on accruing impaired loans is recognized as long as such loans do not meet the criteria for non-accrual status. At March 31, 2010, we evaluated $38,438,000 in loans for impairment, including all nonaccrual loans. As a result of such evaluation, $4,316,000 of the Company’s allowance for loan losses was specifically allocated to $18,451,000 of these loans as impairment. During the first quarter 2010, $9,538,000 in loans received specific allocations of the allowance for loan losses for the first time. At December 31, 2009, we evaluated $21,524,000 in loans for impairment, including all nonaccrual loans. As a result of such evaluation, $3,082,000 of the Company’s allowance for loan losses was specifically allocated to $11,085,000 of these loans as impairment.

The following table presents a summary of changes in the allowances for loan losses for the three months ended March 31, 2010 and 2009, respectively. The largest balance of our charge-offs is in commercial, financial and agricultural loans. These loans represent 38% of our loan portfolio at March 31, 2010.

	Three Months Ended March 31,
	2010			2009
	(In Thousands)
Allowance for Loan Losses
Balance, beginning of period	$	14,911		$	10,602
Charge-offs:
Commercial, financial and agricultural		(847	)		-
Real estate - construction		(338	)		(634	)
Real estate - mortgage:
Owner Occupied		(178	)		(40	)
1-4 family mortgage		(633	)		-
Other		-			-
Total real estate mortgage		(811	)		(40	)
Consumer		(16	)		(15	)
Total charge-offs		(2,012	)		(689	)
Recoveries:
Commercial, financial and agricultural		56			-
Real estate - construction		-			39
Real estate - mortgage:
Owner Occupied		-			-
1-4 family mortgage		3			-
Other		-			-
Total real estate mortgage		3			-
Consumer		1			-
Total recoveries		60			39
Net charge-offs		(1,952	)		(650	)
Provision for loan losses charged to expense		2,712			2,460
Balance, end of period	$	15,671		$	12,412

As a percent of year to date average loans:
Annualized net charge-offs		0.65	%		0.27	%
Annualized provision for loan losses		0.90	%		1.01	%

The following table presents the allocation of the allowance for loan losses for each respective loan category with the corresponding percentage of loans in each category to total loans. We believe the comprehensive allowance analysis developed by our credit administration group is in compliance with all current regulatory guidelines.

	March 31, 2010					December 31, 2009					March 31, 2009
	Amount		Percentage of Loans in Each Category of Total Loans			Amount		Percentage of Loans in Each Category of Total Loans			Amount		Percentage of Loans in Each Category of Total Loans
	(In Thousands)					(In Thousands)					(In Thousands)
Commercial, financial and
agricultural	$	4,391		38.04	%	$	3,058		38.20	%	$	2,660		34.20	%
Real estate - construction		6,087		17.62	%		6,295		18.57	%		5,718		24.11	%
Real estate - mortgage		1,184		41.73	%		1,416		40.53	%		492		38.71	%
Consumer		79		2.61	%		1		2.70	%		95		2.98	%
Other		3,930		-			4,141		-			3,447		-
Total	$	15,671		100.00	%	$	14,911		100.00	%	$	12,412		100.00	%

Non-performing Assets

It is our policy to classify loans as non-accrual when they are past due in principal or interest payments for more than 90 days or if we believe it is otherwise not reasonable to expect collection of principal and interest due under the original terms. Exceptions are allowed for 90-day past due loans when such loans are secured by real estate or negotiable collateral and are in the process of collection. Generally, payments received on non-accrual loans are applied directly to principal.

Non-performing assets, comprising non-accrual loans, loans 90 days or more past due and still accruing, troubled debt restructurings and other real estate owned (“OREO”), totaled $25,173,000 at March 31, 2010, compared to $24,173,000 at December 31, 2009 and $23,256,000 at March 31, 2009. Non-accrual loans were $10,234,000 at March 31, 2010, a decrease of $1,687,000 from non-accrual loans of $11,921,000 at December 31, 2009 and a decrease of $1,380,000 from non-accrual loans of $11,614,000 at March 31, 2009. Loans 90 days past due and still accruing totaled $1,750,000 at March 31, 2010, compared to $267,000 at December 31, 2009 and $3,036,000 at March 31, 2009. Troubled debt restructurings totaled $845,000 at March 31, 2010, compared to $0 at December 31, 2009 and $518,000 at March 31, 2009.

A summary of nonperforming assets as of March 31, 2010, December 31, 2009 and March 31, 2009 follows:

	March 31, 2010			December 31, 2009			March 31, 2009
	(In Thousands)
Nonaccrual loans	$	10,234	(1)	$	11,921	(2)	$	11,614
Past due 90 days and still accruing		1,750			267			3,036	(3)
Troubled debt restructures		845			-			518
All other real estate owned		12,344			12,525			8,088
Total non-performing assets	$	25,173		$	24,713		$	23,256

(1) $1,404 of this amount represents a loan that is guaranteed by the Small Business Administration
(2) $1,785 of this amount represents a loan that is guaranteed by the U.S. Department of Agriculture
(3) $1,804 of this amount represents a loan that is guaranteed by the U.S. Department of Agriculture

At March 31, 2010, total nonperforming assets included finished and unfinished homes of $6,508,000, residential lots of $9,175,000, raw land of $2,947,000 and commercial buildings of $1,771,000. Our OREO procedures currently determine disposition value, the value used to place the property into OREO, based on the most recent fair value appraisal of the property that we have at the time, less estimated costs to sell the property. Any difference between the disposition value and the loan balance is charged off. Once the property is in OREO, sales efforts begin. Should economic conditions continue to deteriorate, the continued and growing inability of distressed customers to service their existing debt could cause higher levels of non-performing loans.

Deposits

Total deposits decreased $81,795,000, or 5.71%, to $1,350,560,000 at March 31, 2010 compared to $1,432,355,000 at December 31, 2009. This decrease in deposits is a result of cyclical and seasonal decreases in balances related to our clients’ business activities. We anticipate long-term sustainable growth in deposits through continued development of market share in our less mature markets and through organic growth in our mature markets.

For amounts and rates of our deposits by category, see the table “Average Consolidated Balance Sheets and Net Interest Analysis on a Fully Taxable Equivalent Basis” under the subheading “Net Interest Income”

Other Borrowings

On March 19, 2008, we borrowed $20.0 million from the Federal Home Loan Bank of Atlanta, of which $10.0 million bears interest at 2.995% per annum and is payable on March 19, 2012, and $10.0 million bears interest at 3.275% per annum and is payable on March 19, 2013. As discussed in Note 9 to the Consolidated Financial Statements, we borrowed $15.5 million through the issuance of trust preferred securities and the related debenture on September 2, 2008. Both financial instruments bear an identical annual rate of interest of 8.50% and pay interest on March 1, June 1, September 1 and December 1 of each year. The current book value of this borrowing is $15.3 million as a result of amortization of the discount associated with 75,000 warrants issued to the holders of the Preferred Securities. As discussed in Note 10 to the Consolidated Financial Statements, we borrowed $15.0 million through the issuance of trust preferred securities and the related debenture on March 15, 2010. Both financial instruments bear an identical rate of interest of 6.00% and pay interest on March 15, June 15, September 15 and December 15 of each year. As discussed in Note 11 to the Consolidated Financial Statements, on June 23, 2009, the Bank issued a $5.0 million subordinated note due June 1, 2016 in a private placement. The note bears interest at an annual rate of 8.25% payable on March 1, June 1, September 1 and December 1 of each year.

Liquidity

Liquidity is defined as our ability to generate sufficient cash to fund current loan demand, deposit withdrawals, or other cash demands and disbursement needs, and otherwise to operate on an ongoing basis.

The retention of existing deposits and attraction of new deposit sources through new and existing customers is critical to our liquidity position. If our liquidity were to decline due to a run-off in deposits, we have procedures that provide for certain actions under varying liquidity conditions. These actions include borrowing from existing correspondent banks, selling or participating loans, and curtailing loan commitments and funding. At March 31, 2010, liquid assets, which are represented by cash and due from banks, federal funds sold and unpledged available-for-sale securities, totaled $216 million. Additionally, the Bank had additional borrowing availability of approximately $233 million in unused federal funds lines of credit with regional banks, subject to certain restrictions and collateral requirements, and had additional borrowing availability of $5 million at the Federal Home Loan Bank of Atlanta to meet short-term funding needs. We believe these sources of funding are adequate to meet immediate anticipated funding needs, but we will need additional capital to maintain our current growth. Our management meets on a quarterly basis to review sources and uses of funding to determine the appropriate strategy to ensure an appropriate level of liquidity. At the current time, our long-term liquidity needs primarily relate to funds required to support loan originations and commitments and deposit withdrawals. Our regular sources of funding are from the growth of our deposit base, repayment of principal and interest on loans, the sale of loans and the renewal of time deposits. In addition, we have issued debt as described above under “Other Borrowings”.

We are subject to general FDIC guidelines that require a minimum level of liquidity. Management believes our liquidity ratios meet or exceed these guidelines. Our management is not currently aware of any trends or demands that are reasonably likely to result in liquidity materially increasing or decreasing.

The following table reflects the contractual maturities of our term liabilities as of March 31, 2010. The amounts shown do not reflect any early withdrawal or prepayment assumptions.

	Payments due by Period
	Total		1 year or less		Over 1 - 3 years		Over 3 - 5 years		Over 5 years
	(In Thousands)
Contractual Obligations (1)

Deposits without a stated maturity	$	1,113,276	$	-	$	-	$	-	$	-
Certificates of deposit (2)		237,284		186,848		39,909		10,527		-
FHLB borrowings		20,000		-		20,000		-		-
Subordinated debentures		30,314		-		-		-		30,314
Subordinated note payable		4,925		-		-		-		4,925
Operating lease commitments		17,901		1,769		3,630