Table of Contents

 

 

 

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 June 30, 2013

 

OR

 

o

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

 

For the transition period from                      to                     

 

Commission file number 001-12669

 

FIRST FINANCIAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

South Carolina

 

57-0799315

(State or other jurisdiction of incorporation)

 

(IRS Employer Identification No.)

 

520 Gervais Street

 

 

Columbia, South Carolina

 

29201

(Address of principal executive offices)

 

(Zip Code)

 

(800) 277-2175

(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 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.  Yes  x  No  o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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 Exchange Act).  Yes  o  No  x

 

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

 

Class

 

Outstanding as of July 31, 2013

Common Stock, $2.50 par value

 

24,057,792

 

 

 



Table of Contents

 

First Financial Holdings, Inc. and Subsidiary

June 30, 2013 Form 10-Q

 

INDEX

 

 

 

Page

 

 

 

PART I — FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets at June 30, 2013, December 31, 2012 and June 30, 2012

1

 

 

 

 

 

 

Condensed Consolidated Statements of Income for the Three Months and Six Months Ended June 30, 2013 and 2012

2

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months and Six Months Ended June 30, 2013 and 2012

3

 

 

 

 

 

 

Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Six Months Ended June 30, 2013 and 2012

4

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2013 and 2012

5

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

6-46

 

 

 

 

 

Item 2.

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

47-67

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

67

 

 

 

 

 

Item 4.

Controls and Procedures

67

 

 

 

 

PART II — OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

Legal Proceedings

68

 

 

 

 

 

Item 1A.

Risk Factors

69

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

69

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

70

 

 

 

 

 

Item 4.

Mine Safety Disclosures

70

 

 

 

 

 

Item 5.

Other Information

70

 

 

 

 

 

Item 6.

Exhibits

70

 



Table of Contents

 

PART I — FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS

 

First Financial Holdings, Inc. and Subsidiary

Condensed Consolidated Balance Sheets

(Dollars in thousands, except par value)

 

 

 

June 30,

 

December 31,

 

June 30,

 

 

 

2013

 

2012

 

2012

 

 

 

(Unaudited)

 

(Note 1)

 

(Unaudited)

 

ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

Cash and due from banks

 

$

157,362

 

$

185,708

 

$

140,855

 

Interest-bearing deposits with banks

 

4,478

 

16,018

 

2,294

 

Federal funds sold and securities purchased under agreements to resell

 

274,641

 

179,004

 

166,770

 

Total cash and cash equivalents

 

436,481

 

380,730

 

309,919

 

Investment securities:

 

 

 

 

 

 

 

Securities held to maturity
(fair value of $13,047, $16,553, and $17,743, respectively)

 

12,427

 

15,440

 

16,567

 

Securities available for sale, at fair value

 

511,347

 

534,883

 

478,472

 

Other investments

 

7,805

 

9,768

 

16,099

 

Total investment securities

 

531,579

 

560,091

 

511,138

 

Loans held for sale

 

47,980

 

65,279

 

42,525

 

Loans:

 

 

 

 

 

 

 

Acquired (covered of $239,082, $282,728, and $332,874, respectively; non-covered of $682,758, $792,014, and $227,184, respectively)

 

921,840

 

1,074,742

 

560,058

 

Less allowance for acquired loan losses

 

(31,597

)

(32,132

)

(35,813

)

Non-acquired

 

2,665,595

 

2,571,003

 

2,481,251

 

Less allowance for non-acquired loan losses

 

(38,625

)

(44,378

)

(47,269

)

Loans, net

 

3,517,213

 

3,569,235

 

2,958,227

 

Premises and equipment, net

 

109,794

 

115,587

 

106,458

 

FDIC receivable for loss share agreements

 

104,048

 

146,171

 

200,569

 

Goodwill

 

100,193

 

100,193

 

66,542

 

Other real estate owned (covered of $35,142, $34,257, and $53,146, respectively; non-covered of $33,486, $32,803, and $31,263, respectively)

 

68,628

 

67,060

 

84,409

 

Bank owned life insurance

 

43,286

 

42,737

 

35,543

 

Core deposit and other intangibles

 

23,159

 

25,199

 

13,429

 

Other assets

 

60,717

 

64,131

 

44,510

 

Total assets

 

$

5,043,078

 

$

5,136,413

 

$

4,373,269

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

Noninterest-bearing

 

$

1,046,537

 

$

981,963

 

$

806,235

 

Interest-bearing

 

3,136,432

 

3,316,397

 

2,854,737

 

Total deposits

 

4,182,969

 

4,298,360

 

3,660,972

 

Federal funds purchased and securities sold under agreements to repurchase

 

262,447

 

238,621

 

220,264

 

Other borrowings

 

54,372

 

54,897

 

46,105

 

Other liabilities

 

26,698

 

36,986

 

21,022

 

Total liabilities

 

4,526,486

 

4,628,864

 

3,948,363

 

Shareholders’ equity:

 

 

 

 

 

 

 

Preferred stock - $.01 par value; authorized 10,000,000 shares;
no shares issued and outstanding

 

 

 

 

Common stock - $2.50 par value; authorized 40,000,000 shares; 17,032,061, 16,937,464, and 15,085,991 shares issued and outstanding

 

42,580

 

42,344

 

37,715

 

Surplus

 

330,563

 

328,843

 

262,647

 

Retained earnings

 

153,040

 

135,986

 

126,304

 

Accumulated other comprehensive income (loss)

 

(9,591

)

376

 

(1,760

)

Total shareholders’ equity

 

516,592

 

507,549

 

424,906

 

Total liabilities and shareholders’ equity

 

$

5,043,078

 

$

5,136,413

 

$

4,373,269

 

 

The Accompanying Notes are an Integral Part of the Financial Statements.

 

1



Table of Contents

 

First Financial Holdings, Inc. and Subsidiary

Condensed Consolidated Statements of Income (unaudited)

(Dollars in thousands, except per share data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

Interest income:

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

53,816

 

$

42,120

 

$

106,199

 

$

81,898

 

Investment securities:

 

 

 

 

 

 

 

 

 

Taxable

 

2,096

 

2,870

 

4,257

 

4,906

 

Tax-exempt

 

1,174

 

201

 

2,381

 

395

 

Federal funds sold and securities purchased under agreements to resell

 

444

 

279

 

862

 

491

 

Total interest income

 

57,530

 

45,470

 

113,699

 

87,690

 

Interest expense:

 

 

 

 

 

 

 

 

 

Deposits

 

1,463

 

2,272

 

3,023

 

4,766

 

Federal funds purchased and securities sold under agreements to repurchase

 

115

 

110

 

251

 

236

 

Other borrowings

 

668

 

554

 

1,340

 

1,116

 

Total interest expense

 

2,246

 

2,936

 

4,614

 

6,118

 

Net interest income

 

55,284

 

42,534

 

109,085

 

81,572

 

Provision for loan losses

 

179

 

4,642

 

1,239

 

7,365

 

Net interest income after provision for loan losses

 

55,105

 

37,892

 

107,846

 

74,207

 

Noninterest income:

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

5,736

 

5,886

 

11,497

 

11,333

 

Bankcard services income

 

4,245

 

3,618

 

8,138

 

6,938

 

Mortgage banking income

 

1,957

 

3,052

 

5,352

 

4,882

 

Trust and investment services income

 

2,438

 

1,642

 

4,752

 

3,039

 

Securities gains

 

 

61

 

 

61

 

Amortization of FDIC indemnification assets, net

 

(7,310

)

(4,370

)

(14,481

)

(7,603

)

Other

 

1,419

 

1,855

 

2,750

 

2,567

 

Total noninterest income

 

8,485

 

11,744

 

18,008

 

21,217

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

23,746

 

18,262

 

46,998

 

36,310

 

Information services expense

 

2,992

 

2,902

 

6,184

 

5,370

 

OREO expense and loan related

 

2,820

 

2,115

 

5,922

 

4,831

 

Net occupancy expense

 

2,851

 

2,478

 

5,783

 

4,726

 

Furniture and equipment expense

 

2,266

 

2,371

 

4,783

 

4,610

 

Merger and conversion related expense

 

860

 

1,998

 

2,823

 

2,094

 

Bankcard expense

 

1,236

 

1,118

 

2,400

 

2,020

 

FDIC assessment and other regulatory charges

 

1,096

 

1,073

 

2,320

 

2,110

 

Amortization of intangibles

 

1,022

 

540

 

2,056

 

1,040

 

Advertising and marketing

 

648

 

553

 

1,490

 

1,310

 

Professional fees

 

760

 

732

 

1,451

 

1,365

 

Other

 

4,588

 

3,366

 

9,116

 

6,941

 

Total noninterest expense

 

44,885

 

37,508

 

91,326

 

72,727

 

Earnings:

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

18,705

 

12,128

 

34,528

 

22,697

 

Provision for income taxes

 

6,173

 

4,097

 

11,347

 

7,638

 

Net income

 

$

12,532

 

$

8,031

 

$

23,181

 

$

15,059

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.75

 

$

0.55

 

$

1.38

 

$

1.06

 

Diluted

 

$

0.74

 

$

0.55

 

$

1.36

 

$

1.05

 

Dividends per common share

 

$

0.18

 

$

0.17

 

$

0.36

 

$

0.34

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

16,790

 

14,651

 

16,804

 

14,260

 

Diluted

 

16,990

 

14,733

 

16,986

 

14,334

 

 

The Accompanying Notes are an Integral Part of the Financial Statements.

 

2



Table of Contents

 

First Financial Holdings, Inc. and Subsidiary

Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)

(Dollars in thousands)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

12,532

 

$

8,031

 

$

23,181

 

$

15,059

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Unrealized gains (losses) on securities:

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during period

 

(13,360

)

2,109

 

(16,563

)

1,783

 

Tax effect

 

5,094

 

(804

)

6,315

 

(680

)

Reclassification adjustment for gains included in net income

 

 

(61

)

 

(61

)

Tax effect

 

 

23

 

 

23

 

Net of tax amount

 

(8,266

)

1,267

 

(10,248

)

1,065

 

Unrealized gains (losses) on derivative financial instruments qualifying as cash flow hedges:

 

 

 

 

 

 

 

 

 

Unrealized holding gains (losses) arising during period

 

276

 

(306

)

301

 

(267

)

Tax effect

 

(105

)

117

 

(115

)

99

 

Reclassification adjustment for losses included in interest expense

 

76

 

73

 

153

 

144

 

Tax effect

 

(29

)

(28

)

(58

)

(52

)

Net of tax amount

 

218

 

(144

)

281

 

(76

)

Other comprehensive income (loss), net of tax

 

(8,048

)

1,123

 

(9,967

)

989

 

Comprehensive income

 

$

4,484

 

$

9,154

 

$

13,214

 

$

16,048

 

 

The Accompanying Notes are an Integral Part of the Financial Statements.

 

3



Table of Contents

 

First Financial Holdings, Inc. and Subsidiary

Condensed Consolidated Statements of Changes in Shareholders’ Equity (unaudited)

Six months ended June 30, 2013 and 2012

(Dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Other

 

 

 

 

 

Preferred Stock

 

Common Stock

 

 

 

Retained

 

Comprehensive

 

 

 

 

 

Shares

 

Amount

 

Shares

 

Amount

 

Surplus

 

Earnings

 

Income (Loss)

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2011

 

 

$

 

14,039,422

 

$

35,099

 

$

233,232

 

$

116,198

 

$

(2,749

)

$

381,780

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

15,059

 

 

15,059

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

989

 

989

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

16,048

 

Cash dividends declared at $.34 per share

 

 

 

 

 

 

(4,953

)

 

(4,953

)

Employee stock purchases

 

 

 

6,216

 

16

 

160

 

 

 

176

 

Stock options exercised

 

 

 

6,661

 

16

 

145

 

 

 

161

 

Restricted stock awards

 

 

 

41,374

 

103

 

(103

)

 

 

 

Common stock repurchased

 

 

 

(10,423

)

(26

)

(302

)

 

 

(328

)

Share-based compensation expense

 

 

 

 

 

877

 

 

 

877

 

Common stock issued in Peoples Bancorporation acquisition

 

 

 

1,002,741

 

2,507

 

28,638

 

 

 

31,145

 

Balance, June 30, 2012

 

 

$

 

15,085,991

 

$

37,715

 

$

262,647

 

$

126,304

 

$

(1,760

)

$

424,906

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

 

 

$

 

16,937,464

 

$

42,344

 

$

328,843

 

$

135,986

 

$

376

 

$

507,549

 

Comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

 

23,181

 

 

23,181

 

Other comprehensive loss, net of tax

 

 

 

 

 

 

 

(9,967

)

(9,967

)

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,214

 

Cash dividends declared at $.36 per share

 

 

 

 

 

 

(6,127

)

 

(6,127

)

Employee stock purchases

 

 

 

4,932

 

12

 

183

 

 

 

195

 

Stock options exercised

 

 

 

20,746

 

51

 

534

 

 

 

585

 

Restricted stock awards

 

 

 

76,254

 

191

 

(191

)

 

 

 

Common stock repurchased

 

 

 

(7,335

)

(18

)

(347

)

 

 

(365

)

Share-based compensation expense

 

 

 

 

 

1,541

 

 

 

1,541

 

Balance, June 30, 2013

 

 

$

 

17,032,061

 

$

42,580

 

$

330,563

 

$

153,040

 

$

(9,591

)

$

516,592

 

 

The Accompanying Notes are an Integral Part of the Financial Statements.

 

4



Table of Contents

 

First Financial Holdings, Inc. and Subsidiary

Condensed Consolidated Statements of Cash Flows (unaudited)

(Dollars in thousands)

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2013

 

2012

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

23,181

 

$

15,059

 

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

 

 

 

 

 

Depreciation and amortization

 

6,946

 

5,895

 

Provision for loan losses

 

1,239

 

7,365

 

Deferred income taxes

 

2,729

 

(21,282

)

Gain on sale of securities

 

 

(61

)

Gains on OREO sales

 

(4,976

)

(5,359

)

Share-based compensation expense

 

1,541

 

877

 

Loss on disposal of premises and equipment

 

15

 

2

 

Amortization of FDIC indemnification asset

 

14,481

 

7,603

 

Accretion on acquired loans

 

(47,862

)

(20,979

)

Net amortization of investment securities

 

2,283

 

1,564

 

OREO write downs

 

3,522

 

9,038

 

Net change in:

 

 

 

 

 

Loans held for sale

 

17,299

 

3,284

 

Accrued interest receivable

 

(1,612

)

2,776

 

Prepaid assets

 

1,937

 

293

 

FDIC loss share receivable

 

27,642

 

54,479

 

Accrued interest payable

 

(795

)

(1,021

)

Accrued income taxes

 

6,901

 

10,568

 

Miscellaneous assets and liabilities

 

(9,179

)

(41,663

)

Net cash provided by operating activities

 

45,292

 

28,438

 

Cash flows from investing activities:

 

 

 

 

 

Proceeds from sales of investment securities available for sale

 

 

25,359

 

Proceeds from maturities and calls of investment securities held to maturity

 

3,014

 

 

Proceeds from maturities and calls of investment securities available for sale

 

89,297

 

48,475

 

Proceeds from sales of other investment securities

 

1,963

 

4,326

 

Purchases of investment securities available for sale

 

(84,585

)

(89,133

)

Net decrease in customer loans

 

76,229

 

81,413

 

Net cash received from acquisitions

 

 

10,923

 

Purchases of premises and equipment

 

(4,943

)

(5,278

)

Proceeds from sale of premises and equipment

 

 

15

 

Proceeds from sale of OREO

 

27,393

 

37,761

 

Net cash provided by investing activities

 

108,368

 

113,861

 

Cash flows from financing activities:

 

 

 

 

 

Net decrease in deposits

 

(115,391

)

(28,571

)

Net increase in federal funds purchased and securities sold under agreements to repurchase

 

23,826

 

30,286

 

Repayment of other borrowings

 

(631

)

(577

)

Common stock issuance

 

195

 

175

 

Common stock repurchased

 

(366

)

(328

)

Dividends paid on common stock

 

(6,127

)

(4,953

)

Stock options exercised

 

585

 

161

 

Net cash used in financing activities

 

(97,909

)

(3,807

)

Net increase in cash and cash equivalents

 

55,751

 

138,492

 

Cash and cash equivalents at beginning of period

 

380,730

 

171,425

 

Cash and cash equivalents at end of period

 

$

436,481

 

$

309,917

 

 

 

 

 

 

 

Supplemental Disclosures:

 

 

 

 

 

Cash paid for:

 

 

 

 

 

Interest

 

$

5,268

 

$

6,029

 

Income taxes

 

$

5,036

 

$

18,206

 

 

 

 

 

 

 

Noncash investing activities:

 

 

 

 

 

Transfers of loans to foreclosed properties (covered of $12,893 and $15,075, respectively; and non-covered of $15,170 and $18,950, respectively)

 

$

28,063

 

$

34,025

 

 

The Accompanying Notes are an Integral Part of the Financial Statements.

 

5



Table of Contents

 

First Financial Holdings, Inc. and Subsidiary

Notes to Condensed Consolidated Financial Statements (unaudited)

 

Note 1 — Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, they do not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete financial statements.  In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.  Certain prior period information has been reclassified to conform to the current period presentation, and these reclassifications had no impact on net income or equity as previously reported.  Operating results for the six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

 

The condensed consolidated balance sheet at December 31, 2012 has been derived from the audited financial statements at that date but does not include all of the information and disclosures required by accounting principles generally accepted in the United States for complete financial statements.

 

Note 2 — Summary of Significant Accounting Policies

 

The information contained in the consolidated financial statements and accompanying notes included in First Financial Holdings, Inc.’s (“SCBT” or the “Company”) Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the Securities and Exchange Commission (the “SEC”) on March 4, 2013,  should be referenced when reading these unaudited condensed consolidated financial statements.

 

On July 26, 2013, SCBT acquired First Financial Holdings, Inc., and changed its name from “SCBT Financial Corporation” to “First Financial Holdings, Inc.”  Unless otherwise mentioned or unless the context requires otherwise, references herein to “SCBT,” the “Company” “we,” “us,” “our” or similar references mean First Financial Holdings, Inc. and its consolidated subsidiaries.

 

Subsequent Events

 

The Company has evaluated subsequent events for accounting and disclosure purposes through the date the financial statements are issued.

 

Note 3 — Recent Accounting and Regulatory Pronouncements

 

In July 2013, the FASB issued Accounting Standards Update No. 2013-10, Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (“ASU 2013-10”).  The amendments in this update permit the Fed Funds Effective Swap Rate (OIS) to be used as a benchmark interest rate for hedge accounting in addition to UST and LIBOR. The amendments also remove the restriction on using different benchmark rates for similar hedges. ASU 2013-10 is effective prospectively for qualifying new or re-designated hedging relationships entered into on or after July 17, 2013 and did not have a significant impact on the Company’s financial statements.

 

In February 2013, the FASB issued ASU 2013-02, Comprehensive Income (Topic 220)Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). The ASU amends Topic 220 to require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. ASU 2013-02 became effective for the Company on January 1, 2013 and did not have a significant impact on the Company’s financial statements.

 

In January 2013, the FASB issued ASU 2013-01, Balance Sheet (Topic 210)Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities (“ASU 2013-01”). The ASU amends ASU 2011-11 to clarify that the scope applies to derivatives, repurchase and reverse repurchase agreements, and securities borrowing and lending transactions that are either offset in accordance with Section 210-20-45 or Section 815-10-45 or subject to master netting or similar arrangements. Other types of financial assets and liabilities subject to master netting or similar arrangements are not subject to the disclosure requirements in ASU 2011-11. ASU 2013-01 became effective for the Company on January 1, 2013 and did not have a significant impact on the Company’s financial statements.

 

In October 2012, the FASB issued ASU No. 2012-06, Business Combinations (Topic 805)—Subsequent Accounting for an Indemnification Asset Recognized at the Acquisition Date as a Result of a Government-Assisted Acquisition of a Financial Institution (“ASU 2012-06”). ASU 2012-06 amends Subtopic 805-20 to require subsequent measurement of an indemnification asset to be on the same basis as the indemnified asset or liability, subject to any contractual limitations on its amount and, for an indemnification asset that is not subsequently measured at its fair value, management’s assessment of the collectability of the indemnification asset. ASU 2012-06 became effective for the Company on January 1, 2013 and did not have a significant impact on the Company’s financial statements.

 

6



Table of Contents

 

Note 4 — Mergers and Acquisitions

 

First Financial Holdings, Inc. Acquisition

 

On July 26, 2013, the Company completed the previously announced merger with First Financial Holdings, Inc. (“First Financial”), of Charleston, South Carolina, the bank holding company for First Federal Bank (“First Federal).  With the completion of the merger, the Company changed its name from “SCBT Financial Corporation” to “First Financial Holdings, Inc.” The Company’s common stock will continue to trade under the symbol SCBT on the NASDAQ Global Select Market.  See Note 18 —Subsequent Events for additional information on the First Financial merger.

 

The Savannah Bancorp, Inc. Acquisition

 

On December 13, 2012, the Company acquired all of the outstanding common stock of The Savannah Bancorp, Inc. (“Savannah”), a bank holding company based in Savannah, Georgia, in a stock transaction.  Savannah common shareholders received 0.2503 shares of the Company’s common stock in exchange for each share of Savannah stock, resulting in the Company issuing 1,802,137 shares.  In total, the purchase price was $68.9 million including the value of “in the money” outstanding stock options (i.e., stock options for which the exercise price of the stock option is below the market price of the underlying stock) totaling $63,000.

 

The Savannah transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date.  Fair values are preliminary and subject to refinement for up to a year after the closing date of the acquisition.

 

The following table presents the assets acquired and liabilities assumed as of December 13, 2012, as recorded by Savannah on the acquisition date and initial and subsequent fair value adjustments.

 

 

 

 

 

 

 

Subsequent

 

 

 

 

 

As Recorded by

 

Fair Value

 

Fair Value

 

As Recorded

 

(Dollars in thousands)

 

Savannah

 

Adjustments

 

Adjustments

 

by SCBT

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

86,244

 

$

 

$

 

$

86,244

 

Investment securities

 

75,460

 

(1,288

)(a)

31

(a)

74,203

 

Loans

 

660,555

 

(59,196

)(b)

 

601,359

 

Premises and equipment

 

12,555

 

(1,843

)(c)

(260

)(c)

10,452

 

Intangible assets

 

3,357

 

9,546

(d)

15

(d)

12,918

 

Other real estate owned and repossessed assets

 

13,934

 

(5,315

)(e)

819

(e)

9,438

 

Bank owned life insurance

 

6,705

 

 

 

6,705

 

Deferred tax asset

 

(790

)

39,143

(f)

(328

)(f)

38,025

 

Other assets

 

8,497

 

(2,348

)(g)

 

6,149

 

Total assets

 

$

866,517

 

$

(21,301

)

$

277

 

$

845,493

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

129,902

 

$

 

$

 

$

129,902

 

Interest-bearing

 

619,198

 

2,530

(h)

 

621,728

 

Total deposits

 

749,100

 

2,530

 

 

751,630

 

Federal funds purchased and securities sold under agreements to repurchase

 

13,491

 

 

 

13,491

 

Other borrowings

 

30,613

 

(232

)(i)

 

30,381

 

Other liabilities

 

8,026

 

6,657

(j)

(311

)(j)

14,372

 

Total liabilities

 

801,230

 

8,955

 

(311

)

809,874

 

Net identifiable assets acquired over (under) liabilities assumed

 

65,287

 

(30,256

)

588

 

35,619

 

Goodwill

 

 

33,886

 

(588

)

33,298

 

Net assets acquired over liabilities assumed

 

$

65,287

 

$

3,630

 

$

 

$

68,917

 

 

 

 

 

 

 

 

 

 

 

Consideration:

 

 

 

 

 

 

 

 

 

SCBT Financial Corporation common shares issued

 

1,802,137

 

 

 

 

 

 

 

Purchase price per share of the Company’s common stock

 

$

38.20

 

 

 

 

 

 

 

Company common stock issued and cash exchanged for fractional shares

 

68,854

 

 

 

 

 

 

 

Cash paid for stock options outstanding

 

63

 

 

 

 

 

 

 

Fair value of total consideration transferred

 

$

68,917

 

 

 

 

 

 

 

 


Explanation of fair value adjustments

(a)—Adjustment reflects marking the available for sale portfolio to fair value as of the acquisition date.

 

7



Table of Contents

 

Note 4 — Mergers and Acquisitions (Continued)

 

(b)—Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired loan portfolio and excludes the allowance for loan losses recorded by Savannah.

(c)—Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired premises and equipment.

(d)—Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts and other intangibles for non-compete agreements and customer lists.

(e)—Adjustment reflects the fair value adjustments to OREO based on the Company’s evaluation of the acquired OREO portfolio.

(f) —Adjustment to record deferred tax asset related to fair value adjustments at 35.8% income tax rate.

(g)—Adjustment reflects uncollectible portion of accrued interest receivable.

(h)—Adjustment arises since the rates on interest-bearing deposits are higher than rates available on similar deposits as of the acquisition date.

(i)— Adjustment reflects the prepayment fee paid when FHLB advances were completely paid off in December of 2012 and the fair value adjustment based on the Company’s evaluation of the junior subordinated debt.

(j)— Adjustment reflects the incremental accrual for employee related benefits, asset sale termination fee and other liabilities.

 

Peoples Bancorporation, Inc. Acquisition

 

On April 24, 2012, the Company acquired all of the outstanding common stock of Peoples Bancorporation, Inc. (“Peoples”), a bank holding company based in Easley, South Carolina, in a stock transaction.  Peoples common shareholders received 0.1413 shares of the Company’s common stock in exchange for each share of Peoples stock, resulting in the Company issuing 1,002,741 common shares at a fair value of $31.1 million.  Peoples’ outstanding shares of preferred stock (including accrued and unpaid dividends) issued under the U.S. Treasury’s Troubled Asset Relief Program (“TARP”) were purchased by the Company for $13.4 million and retired as part of the merger transaction.  In total, the purchase price was $44.5 million including the value of outstanding stock options totaling $96,000.

 

The Peoples transaction was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at fair value on the acquisition date.

 

8



Table of Contents

 

Note 4 — Mergers and Acquisitions (Continued)

 

The following table presents the assets acquired and liabilities assumed as of April 24, 2012, as recorded by Peoples on the acquisition date and initial and subsequent fair value adjustments.

 

 

 

 

 

Initial

 

Subsequent

 

 

 

 

 

As Recorded by

 

Fair Value

 

Fair Value

 

As Recorded

 

(Dollars in thousands)

 

Peoples

 

Adjustments

 

Adjustments

 

by SCBT

 

Assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

24,459

 

$

 

$

 

$

24,459

 

Investment securities

 

176,334

 

(442

)(a)

 

175,892

 

Loans

 

262,858

 

(28,613

)(b)

 

234,245

 

Premises and equipment

 

10,094

 

3,240

(c)

(38

)(c)

13,296

 

Intangible assets

 

 

2,930

(d)

 

2,930

 

Other real estate owned and repossessed assets

 

13,257

 

(5,341

)(e)

188

(e)

8,104

 

Deferred tax asset

 

4,702

 

11,669

(f)

197

(f)

16,568

 

Other assets

 

17,588

 

(883

)(g)

 

16,705

 

Total assets

 

$

509,292

 

$

(17,440

)

$

347

 

$

492,199

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

54,884

 

$

 

$

 

$

54,884

 

Interest-bearing

 

378,781

 

1,405

(h)

 

380,186

 

Total deposits

 

433,665

 

1,405

 

 

435,070

 

Other borrowings

 

9,542

 

 

 

9,542

 

Other liabilities

 

4,291

 

2,054

(i)

700

(i)

7,045

 

Total liabilities

 

447,498

 

3,459

 

700

 

451,657

 

Net identifiable assets acquired over (under) liabilities assumed

 

61,794

 

(20,899

)

(353

)

40,542

 

Goodwill

 

 

3,654

 

353

 

4,007

 

Net assets acquired over (under) liabilities assumed

 

$

61,794

 

$

(17,245

)

$

 

$

44,549

 

 

 

 

 

 

 

 

 

 

 

Consideration:

 

 

 

 

 

 

 

 

 

SCBT Financial Corporation common shares issued

 

1,002,741

 

 

 

 

 

 

 

Purchase price per share of the Company’s common stock

 

$

31.06

 

 

 

 

 

 

 

Company common stock issued and cash exchanged for fractional shares

 

31,160

 

 

 

 

 

 

 

Cash paid for stock options outstanding

 

96

 

 

 

 

 

 

 

Cash paid for TARP preferred stock

 

13,293

 

 

 

 

 

 

 

Fair value of total consideration transferred

 

$

44,549

 

 

 

 

 

 

 

 


Explanation of fair value adjustments

(a)—Adjustment reflects marking the available for sale portfolio to fair value as of the acquisition date.

(b)—Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired loan portfolio and excludes the allowance for loan losses recorded by Peoples Bancorporation, Inc.

(c)—Adjustment reflects the fair value adjustments based on the Company’s evaluation of the acquired premises and equipment.

(d)—Adjustment reflects the recording of the core deposit intangible on the acquired deposit accounts and other intangibles for non-compete agreements.

(e)—Adjustment reflects the fair value adjustments to OREO based on the Company’s evaluation of the acquired OREO portfolio.

(f) —Adjustment to record deferred tax asset related to fair value adjustments at 35.8% income tax rate.

(g)—Adjustment reflects uncollectible portion of accrued interest receivable.

(h)—Adjustment arises since the rates on interest-bearing deposits are higher than rates available on similar deposits as of the acquisition date.

(i)—Adjustment reflects the incremental accrual for SERP termination, other employee related benefits, and other liabilities.

 

9



Table of Contents

 

Note 5 — Investment Securities

 

The following is the amortized cost and fair value of investment securities held to maturity:

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(Dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

June 30, 2013:

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

12,427

 

$

629

 

$

(9

)

$

13,047

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012:

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

15,440

 

$

1,113

 

$

 

$

16,553

 

 

 

 

 

 

 

 

 

 

 

June 30, 2012:

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

16,567

 

$

1,176

 

$

 

$

17,743

 

 

The following is the amortized cost and fair value of investment securities available for sale:

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(Dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

June 30, 2013:

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt *

 

$

100,231

 

$

308

 

$

(4,180

)

$

96,359

 

State and municipal obligations

 

140,427

 

2,338

 

(3,252

)

139,513

 

Mortgage-backed securities **

 

272,932

 

3,668

 

(1,582

)

275,018

 

Corporate stocks

 

241

 

217

 

(1

)

457

 

 

 

$

513,831

 

$

6,531

 

$

(9,015

)

$

511,347

 

December 31, 2012:

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt *

 

$

87,584

 

$

965

 

$

(31

)

$

88,518

 

State and municipal obligations

 

147,201

 

5,647

 

(49

)

152,799

 

Mortgage-backed securities **

 

285,800

 

7,489

 

(102

)

293,187

 

Corporate stocks

 

241

 

139

 

(1

)

379

 

 

 

$

520,826

 

$

14,240

 

$

(183

)

$

534,883

 

June 30, 2012:

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt *

 

$

64,195

 

$

1,078

 

$

(8

)

$

65,265

 

State and municipal obligations

 

135,068

 

3,764

 

(369

)

138,463

 

Mortgage-backed securities **

 

267,593

 

6,578

 

(49

)

274,122

 

FHLMC preferred stock***

 

147

 

112

 

 

259

 

Corporate stocks

 

240

 

123

 

 

363

 

 

 

$

467,243

 

$

11,655

 

$

(426

)

$

478,472

 

 


* - Government-sponsored entities holdings are comprised of debt securities offered by Federal Home Loan Mortgage Corporation (“FHLMC”) or Freddie Mac, Federal National Mortgage Association (“FNMA”) or Fannie Mae, FHLB, and Federal Farm Credit Banks (“FFCB”).

** - All of the mortgage-backed securities are issued by government-sponsored entities; there are no private-label holdings.

*** Securities issued by the Federal Home Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”).

 

10



Table of Contents

 

Note 5 — Investment Securities (Continued)

 

The following is the amortized cost and fair value of other investment securities:

 

 

 

 

 

Gross

 

Gross

 

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

Fair

 

(Dollars in thousands)

 

Cost

 

Gains

 

Losses

 

Value

 

June 30, 2013:

 

 

 

 

 

 

 

 

 

Federal Home Loan Bank stock

 

$

6,163

 

$

 

$

 

$

6,163

 

Investment in unconsolidated subsidiaries

 

1,642

 

 

 

1,642

 

 

 

$

7,805

 

$

 

$

 

$

7,805

 

December 31, 2012:

 

 

 

 

 

 

 

 

 

Federal Home Loan Bank stock

 

$

8,126

 

$

 

$

 

$

8,126

 

Investment in unconsolidated subsidiaries

 

1,642

 

 

 

1,642

 

 

 

$

9,768

 

$

 

$

 

$

9,768

 

June 30, 2012:

 

 

 

 

 

 

 

 

 

Federal Reserve Bank stock

 

$

7,028

 

$

 

$

 

$

7,028

 

Federal Home Loan Bank stock

 

7,739

 

 

 

7,739

 

Investment in unconsolidated subsidiaries

 

1,332

 

 

 

1,332

 

 

 

$

16,099

 

$

 

$

 

$

16,099

 

 

The Company has determined that the investment in FHLB stock is not other than temporarily impaired as of June 30, 2013 and ultimate recoverability of the par value of these investments is probable.

 

Effective July 1, 2012, the Bank converted its national charter to a state charter and changed its name from SCBT, National Association to SCBT.  In conjunction with the charter conversion, the Bank became a non-member bank of the Federal Reserve and liquidated its entire position in Federal Reserve Bank stock on July 2, 2012, with no gain or loss.

 

The amortized cost and fair value of debt securities at June 30, 2013 by contractual maturity are detailed below.  Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without prepayment penalties.

 

 

 

Securities

 

Securities

 

 

 

Held to Maturity

 

Available for Sale

 

 

 

Amortized

 

Fair

 

Amortized

 

Fair

 

(Dollars in thousands)

 

Cost

 

Value

 

Cost

 

Value

 

Due in one year or less

 

$

750

 

$

769

 

$

3,683

 

$

3,702

 

Due after one year through five years

 

1,075

 

1,131

 

15,602

 

15,921

 

Due after five years through ten years

 

7,843

 

8,225

 

129,597

 

127,463

 

Due after ten years

 

2,759

 

2,922

 

364,949

 

364,261

 

 

 

$

12,427

 

$

13,047

 

$

513,831

 

$

511,347

 

 

11



Table of Contents

 

Note 5 — Investment Securities (Continued)

 

Information pertaining to the Company’s securities with gross unrealized losses at June 30, 2013, December 31, 2012 and June 30, 2012, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position is as follows:

 

 

 

Less Than Twelve Months

 

Twelve Months or More

 

 

 

Gross

 

 

 

Gross

 

 

 

 

 

Unrealized

 

Fair

 

Unrealized

 

Fair

 

(Dollars in thousands)

 

Losses

 

Value

 

Losses

 

Value

 

June 30, 2013:

 

 

 

 

 

 

 

 

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

9

 

$

493

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

4,180

 

$

83,549

 

$

 

$

 

State and municipal obligations

 

3,247

 

90,238

 

5

 

283

 

Mortgage-backed securities

 

1,582

 

105,472

 

 

 

Corporate Stocks

 

1

 

10

 

 

 

 

 

$

9,010

 

$

279,269

 

$

5

 

$

283

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012:

 

 

 

 

 

 

 

 

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

31

 

$

4,963

 

$

 

$

 

State and municipal obligations

 

49

 

9,602

 

 

 

Mortgage-backed securities

 

102

 

13,709

 

 

 

Corporate stocks

 

1

 

9

 

 

 

 

 

$

183

 

$

28,283

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

June 30, 2012:

 

 

 

 

 

 

 

 

 

Securities Held to Maturity

 

 

 

 

 

 

 

 

 

State and municipal obligations

 

$

 

$

 

$

 

$

 

 

 

 

 

 

 

 

 

 

 

Securities Available for Sale

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

8

 

$

4,986

 

$

 

$

 

State and municipal obligations

 

369

 

45,232

 

 

 

Mortgage-backed securities

 

49

 

13,561

 

 

 

 

 

$

426

 

$

63,779

 

$

 

$

 

 

Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.  Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) the outlook for receiving the contractual cash flows of the investments, (4) the anticipated outlook for changes in the general level of interest rates, and (5) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that the Company will be required to sell the debt security prior to recovering its fair value.  As part of the Company’s evaluation of its intent and ability to hold investments for a period of time sufficient to allow for any anticipated recovery in the market, the Company considers its investment strategy, cash flow needs, liquidity position, capital adequacy and interest rate risk position.  The Company does not currently intend to sell the securities within the portfolio and it is not more-likely-than-not that the Company will be required to sell the debt securities; therefore, management does not consider these investments to be other-than-temporarily impaired at June 30, 2013.  Management continues to monitor all of these securities with a high degree of scrutiny.  There can be no assurance that the Company will not conclude in future periods that conditions existing at that time indicate some or all of these securities may be sold or are other than temporarily impaired, which would require a charge to earnings in such periods.

 

12



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses

 

The following is a summary of non-acquired loans:

 

 

 

June 30,

 

December 31,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2012

 

Non-acquired loans:

 

 

 

 

 

 

 

Commercial non-owner occupied real estate:

 

 

 

 

 

 

 

Construction and land development

 

$

285,370

 

$

273,420

 

$

279,519

 

Commercial non-owner occupied

 

298,768

 

290,071

 

284,147

 

Total commercial non-owner occupied real estate

 

584,138

 

563,491

 

563,666

 

Consumer real estate:

 

 

 

 

 

 

 

Consumer owner occupied

 

460,434

 

434,503

 

420,298

 

Home equity loans

 

250,988

 

255,284

 

257,061

 

Total consumer real estate

 

711,422

 

689,787

 

677,359

 

Commercial owner occupied real estate

 

802,125

 

784,152

 

763,338

 

Commercial and industrial

 

294,580

 

279,763

 

228,010

 

Other income producing property

 

136,957

 

133,713

 

132,193

 

Consumer

 

104,239

 

86,934

 

87,290

 

Other loans

 

32,134

 

33,163

 

29,395

 

Total non-acquired loans

 

2,665,595

 

2,571,003

 

2,481,251

 

Less allowance for loan losses

 

(38,625

)

(44,378

)

(47,269

)

Non-acquired loans, net

 

$

2,626,970

 

$

2,526,625

 

$

2,433,982

 

 

13



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

In accordance with FASB ASC Topic 310-30, the Company aggregated acquired loans that have common risk characteristics into pools of loan categories as described in the table below.  The majority of the acquired loans are accounted for in accordance with FASB ASC Topic 310-30.

 

The Company’s acquired loan portfolio is comprised of the following balances net of related discount:

 

 

 

 

 

Loans

 

 

 

 

 

Loans Impaired

 

Not Impaired

 

 

 

(Dollars in thousands)

 

at Acquisition

 

at Acquisition

 

Total

 

June 30, 2013:

 

 

 

 

 

 

 

FASB ASC Topic 310-30 acquired loans:

 

 

 

 

 

 

 

Covered loans:

 

 

 

 

 

 

 

Commercial loans greater than or equal to $1 million-CBT

 

$

16,979

 

$

26,852

 

$

43,831

 

Commercial real estate

 

16,596

 

33,787

 

50,383

 

Commercial real estate—construction and development

 

8,291

 

15,980

 

24,271

 

Residential real estate

 

34,940

 

59,290

 

94,230

 

Consumer

 

608

 

2,747

 

3,355

 

Commercial and industrial

 

4,886

 

13,594

 

18,480

 

Single pay

 

4,366

 

166

 

4,532

 

Total covered loans

 

$

86,666

 

$

152,416

 

$

239,082

 

Non-covered loans:

 

 

 

 

 

 

 

Commercial real estate

 

46,275

 

227,186

 

273,461

 

Commercial real estate—construction and development

 

24,127

 

49,415

 

73,542

 

Residential real estate

 

35,359

 

184,028

 

219,387

 

Consumer

 

1,282

 

6,780

 

8,062

 

Commercial and industrial

 

2,652

 

36,001

 

38,653

 

Total non-covered loans

 

109,695

 

503,410

 

613,105

 

Total FASB ASC Topic 310-30 acquired loans

 

196,361

 

655,826

 

852,187

 

Total FASB ASC Topic 310-20 acquired loans (non-covered)

 

 

69,653

 

69,653

 

Total acquired loans

 

196,361

 

725,479

 

921,840

 

Less allowance for loan losses

 

(23,856

)

(7,741

)

(31,597

)

Acquired loans, net

 

$

172,505

 

$

717,738

 

$

890,243

 

 

 

 

 

 

 

 

 

December 31, 2012:

 

 

 

 

 

 

 

FASB ASC Topic 310-30 acquired loans:

 

 

 

 

 

 

 

Covered loans:

 

 

 

 

 

 

 

Commercial loans greater than or equal to $1 million-CBT

 

$

19,483

 

$

30,201

 

$

49,684

 

Commercial real estate

 

22,946

 

40,016

 

62,962

 

Commercial real estate—construction and development

 

15,107

 

17,468

 

32,575

 

Residential real estate

 

39,050

 

65,761

 

104,811

 

Consumer

 

948

 

3,376

 

4,324

 

Commercial and industrial

 

8,281

 

15,319

 

23,600

 

Single pay

 

4,599

 

173

 

4,772

 

Total covered loans

 

$

110,414

 

$

172,314

 

$

282,728

 

Non-covered loans:

 

 

 

 

 

 

 

Commercial real estate

 

53,259

 

256,703

 

309,962

 

Commercial real estate—construction and development

 

32,975

 

64,901

 

97,876

 

Residential real estate

 

40,585

 

209,731

 

250,316

 

Consumer

 

1,672

 

9,689

 

11,361

 

Commercial and industrial

 

3,064

 

46,220

 

49,284

 

Total non-covered loans

 

131,555

 

587,244

 

718,799

 

Total FASB ASC Topic 310-30 acquired loans

 

241,969

 

759,558

 

1,001,527

 

Total FASB ASC Topic 310-20 acquired loans (non-covered)

 

 

73,215

 

73,215

 

Total acquired loans

 

241,969

 

832,773

 

1,074,742

 

Less allowance for loan losses

 

(24,988

)

(7,144

)

(32,132

)

Acquired loans, net

 

$

216,981

 

$

825,629

 

$

1,042,610

 

 

14



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

 

 

 

 

Loans

 

 

 

 

 

Loans Impaired

 

Not Impaired

 

 

 

(Dollars in thousands)

 

at Acquisition

 

at Acquisition

 

Total

 

June 30, 2012:

 

 

 

 

 

 

 

FASB ASC Topic 310-30 acquired loans:

 

 

 

 

 

 

 

Covered loans:

 

 

 

 

 

 

 

Commercial loans greater than or equal to $1 million-CBT

 

$

20,442

 

$

34,384

 

$

54,826

 

Commercial real estate

 

30,776

 

54,756

 

85,532

 

Commercial real estate—construction and development

 

21,795

 

18,336

 

40,131

 

Residential real estate

 

42,493

 

67,356

 

109,849

 

Residential real estate—junior lien

 

1,288

 

1,430

 

2,718

 

Home equity

 

513

 

854

 

1,367

 

Consumer

 

1,802

 

3,929

 

5,731

 

Commercial and industrial

 

9,916

 

17,928

 

27,844

 

Single pay

 

4,704

 

172

 

4,876

 

Total covered loans

 

$

133,729

 

$

199,145

 

$

332,874

 

Non-covered loans:

 

 

 

 

 

 

 

Commercial real estate

 

11,937

 

69,065

 

81,002

 

Commercial real estate—construction and development

 

9,068

 

16,516

 

25,584

 

Residential real estate

 

5,874

 

94,775

 

100,649

 

Home equity

 

21

 

3

 

24

 

Consumer

 

1,783

 

4,653

 

6,436

 

Commercial and industrial

 

1,357

 

12,132

 

13,489

 

Total non-covered loans

 

30,040

 

197,144

 

227,184

 

Total FASB ASC Topic 310-30 acquired loans

 

163,769

 

396,289

 

560,058

 

Less allowance for loan losses

 

(26,722

)

(9,091

)

(35,813

)

Acquired loans, net

 

$

137,047

 

$

387,198

 

$

524,245

 

 

Contractual loan payments receivable, estimates of amounts not expected to be collected, other fair value adjustments and the resulting fair values of FASB ASC Topic 310-30 acquired loans impaired and non-impaired at the acquisition date for Savannah (December 13, 2012) are as follows:

 

 

 

December 13, 2012

 

 

 

FASB ASC Topic 310-30 Loans

 

 

 

 

 

 

 

Loans

 

 

 

 

 

Loans Impaired

 

Not Impaired

 

 

 

(Dollars in thousands)

 

at Acquisition

 

at Acquisition

 

Total

 

Contractual principal and interest

 

$

155,582

 

$

483,293

 

$

638,875

 

Non-accretable difference

 

(37,492

)

(9,460

)

(46,952

)

Cash flows expected to be collected

 

118,090

 

473,833

 

591,923

 

Accretable yield

 

(8,615

)

(51,466

)

(60,081

)

Carrying value

 

$

109,475

 

$

422,367

 

$

531,842

 

 

The table above excludes $69.5 million ($74.9 million in contractual principal less a $5.4 million fair value adjustment) in acquired loans at fair value as of the acquisition date that will be accounted for under FASB ASC Topic 310-20.  These loans are primarily commercial and consumer lines of credit for which the entire discount will be accreted into interest income.

 

15



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

Contractual loan payments receivable, estimates of amounts not expected to be collected, other fair value adjustments and the resulting fair values of acquired loans impaired and non-impaired at the acquisition date for Peoples (April 24, 2012) are as follows:

 



 

April 24, 2012

 

 

 

FASB ASC Topic 310-30 Loans

 

 

 

 

 

 

 

Loans

 

 

 

 

 

Loans Impaired

 

Not Impaired

 

 

 

(Dollars in thousands)

 

at Acquisition

 

at Acquisition

 

Total

 

Contractual principal and interest

 

$

56,940

 

$

250,023

 

$

306,963

 

Non-accretable difference

 

(21,237

)

(16,560

)

(37,797

)

Cash flows expected to be collected

 

35,703

 

233,463

 

269,166

 

Accretable yield

 

(4,968

)

(29,953

)

(34,921

)

Carrying value

 

$

30,735

 

$

203,510

 

$

234,245

 

 

Contractual loan payments receivable, estimates of amounts not expected to be collected, other fair value adjustments and the resulting carrying values of acquired loans (impaired and non-impaired) as of June 30, 2013, December 31, 2012, and June 30, 2012 are as follows:

 

 

 

FASB ASC Topic 310-30 Loans

 

 

 

 

 

 

 

Loans

 

 

 

 

 

Loans Impaired

 

Not Impaired

 

 

 

(Dollars in thousands)

 

at Acquisition

 

at Acquisition

 

Total

 

June 30, 2013:

 

 

 

 

 

 

 

Contractual principal and interest

 

$

304,357

 

$

798,006

 

$

1,102,363

 

Non-accretable difference

 

(51,405

)

(35,897

)

(87,302

)

Cash flows expected to be collected

 

252,952

 

762,109

 

1,015,061

 

Accretable yield

 

(56,591

)

(106,283

)

(162,874

)

Carrying value

 

$

196,361

 

$

655,826

 

$

852,187

 

Allowance for acquired loan losses

 

$

(23,856

)

$

(7,741

)

$

(31,597

)

 

 

 

 

 

 

 

 

December 31, 2012:

 

 

 

 

 

 

 

Contractual principal and interest

 

$

376,894

 

$

926,153

 

$

1,303,047

 

Non-accretable difference

 

(86,514

)

(54,157

)

(140,671

)

Cash flows expected to be collected

 

290,380

 

871,996

 

1,162,376

 

Accretable yield

 

(48,411

)

(112,438

)

(160,849

)

Carrying value

 

$

241,969

 

$

759,558

 

$

1,001,527

 

Allowance for acquired loan losses

 

$

(24,988

)

$

(7,144

)

$

(32,132

)

 

 

 

 

 

 

 

 

June 30, 2012:

 

 

 

 

 

 

 

Contractual principal and interest

 

$

306,174

 

$

540,095

 

$

846,269

 

Non-accretable difference

 

(101,973

)

(68,912

)

(170,885

)

Cash flows expected to be collected

 

204,201

 

471,183

 

675,384

 

Accretable yield

 

(40,432

)

(74,894

)

(115,326

)

Carrying value

 

$

163,769

 

$

396,289

 

$

560,058

 

Allowance for acquired loan losses

 

$

(26,722

)

$

(9,091

)

$

(35,813

)

 

The table above excludes $69.7 million ($73.8 million in contractual principal less a $4.1 million discount) in acquired loans at carrying value as of June 30, 2013 accounted for under FASB ASC Topic 310-20.  The table above excludes $73.2 million ($78.5 million in contractual principal less a $5.3 million discount) in acquired loans at carrying value as of December 31, 2012 accounted for under FASB ASC Topic 310-20.

 

16



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

Income on acquired loans that are not impaired at the acquisition date is recognized in the same manner as loans impaired at the acquisition date. A portion of the fair value discount on acquired non-impaired loans has been ascribed as an accretable yield that is accreted into interest income over the estimated remaining life of the loans. The remaining nonaccretable difference represents cash flows not expected to be collected.

 

The unpaid principal balance for acquired loans was $1.1 billion, $1.3 billion, and $744.4 million at June 30, 2013, December 31, 2012 and June 30, 2012, respectively.

 

The following are changes in the carrying value of acquired loans during the six months ended June 30, 2013 and 2012:

 

 

 

FASB ASC Topic 310-30 Loans

 

 

 

 

 

 

 

Loans

 

 

 

 

 

Loans Impaired

 

Not Impaired

 

 

 

(Dollars in thousands)

 

at Acquisition

 

at Acquisition

 

Total

 

Balance, December 31, 2012

 

$

216,981

 

$

752,414

 

$

969,395

 

Net reductions for payments, foreclosures, and accretion

 

(43,335

)

(104,935

)

(148,270

)

Change in the allowance for loan losses on acquired loans

 

(1,132

)

597

 

(535

)

Balance, June 30, 2013, net of allowance for loan losses on acquired loans

 

$

172,514

 

$

648,076

 

$

820,590

 

 

 

 

 

 

 

 

 

Balance, December 31, 2011

 

$

146,955

 

$

223,626

 

$

370,581

 

Fair value of acquired loans

 

30,735

 

203,510

 

234,245

 

Net reductions for payments, foreclosures, and accretion

 

(37,796

)

(38,592

)

(76,388

)

Change in the allowance for loan losses on acquired loans

 

(2,847

)

(1,346

)

(4,193

)

Balance, June 30, 2012, net of allowance for loan losses on acquired loans

 

$

137,047

 

$

387,198

 

$

524,245

 

 

The following are changes in the carrying amount of accretable difference for acquired impaired and non-impaired loans for the six months ended June 30, 2013 and 2012:

 

 

 

Six Months Ended June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

Beginning at beginning of period

 

$

160,849

 

$

94,600

 

Addition from the Peoples acquisition

 

 

34,921

 

Interest income

 

(44,145

)

(20,739

)

Reclass of nonaccretable difference due to improvement in expected cash flows

 

51,060

 

16,680

 

Other changes, net

 

(4,890

)

(10,136

)

Balance at end of period

 

$

162,874

 

$

115,326

 

 

On December 13, 2006, the FDIC, Federal Reserve, OCC, and other regulatory agencies collectively revised the banking agencies’ 1993 policy statement on the allowance for loan and lease losses to ensure consistency with generally accepted accounting principles in the United States and more recent supervisory guidance.  Our loan loss policy adheres to the interagency guidance.

 

The allowance for loan losses is based upon estimates made by management.  We maintain an allowance for loan losses at a level that we believe is appropriate to cover estimated credit losses on individually evaluated loans that are determined to be impaired as well as estimated credit losses inherent in the remainder of our loan portfolio.  Arriving at the allowance involves a high degree of management judgment and results in a range of estimated losses.  We regularly evaluate the adequacy of the allowance through our internal risk rating system, outside credit review, and regulatory agency examinations to assess the quality of the loan portfolio and identify problem loans.  The evaluation process also includes our analysis of current economic conditions, composition of the loan portfolio, past due and nonaccrual loans, concentrations of credit, lending policies and procedures, and historical loan loss experience.  While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on, among other factors, changes in economic conditions in our markets.  In addition, regulatory agencies, as an integral part of their examination process, periodically review our allowances for losses on loans.  These agencies may require management to recognize additions to the allowances based on their judgments about information available to them at the time of their examination.  Because of these and other factors, it is possible that the allowances for losses on loans may change.  The provision for loan losses is charged to expense in an amount necessary to maintain the allowance at an appropriate level.

 

17



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The allowance for loan losses on non-acquired loans consists of general and specific reserves.  The general reserves are determined by applying loss percentages to the portfolio that are based on historical loss experience for each class of loans and management’s evaluation and “risk grading” of the loan portfolio.  Additionally, the general economic and business conditions affecting key lending areas, credit quality trends, collateral values, loan volumes and concentrations, seasoning of the loan portfolio, the findings of internal and external credit reviews and results from external bank regulatory examinations are included in this evaluation. Currently, these adjustments are applied to the non-acquired loan portfolio when estimating the level of reserve required.  The specific reserves are determined on a loan-by-loan basis based on management’s evaluation of our exposure for each credit, given the current payment status of the loan and the value of any underlying collateral.  These are loans classified by management as doubtful or substandard. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. Generally, the need for specific reserve is evaluated on impaired loans greater than $250,000, and once a specific reserve is established for a loan, a charge off of that amount occurs in the quarter subsequent to the establishment of the specific reserve. Loans that are determined to be impaired are provided a specific reserve, if necessary, and are excluded from the calculation of the general reserves.

 

In determining the acquisition date fair value of purchased loans, and in subsequent accounting, SCBT generally aggregates purchased loans into pools of loans with common risk characteristics.  Expected cash flows at the acquisition date in excess of the fair value of loans are recorded as interest income over the life of the loans using a level yield method if the timing and amount of the future cash flows of the pool is reasonably estimable.  Subsequent to the acquisition date, increases in cash flows over those expected at the acquisition date are reclassified from the non-accretable difference to accretable yield and recognized as interest income prospectively.  Decreases in expected cash flows after the acquisition date are recognized by recording an allowance for loan losses.  Management analyzes the acquired loan pools using various assessments of risk to determine an expected loss.  The expected loss is derived based upon a loss given default based upon the collateral type and/or detailed review by loan officers of loans greater than $25,000 and the probability of default that is determined based upon historical data at the loan level.  The Company changed the threshold of loans reviewed from $500,000 during the second quarter in order to more accurately derive the expected loss in pools where there are few, if any, loans greater than $500,000.  Trends are reviewed in terms of accrual status, past due status, and weighted-average grade of the loans within each of the accounting pools.  In addition, the relationship between the change in the unpaid principal balance and change in the mark is assessed to correlate the directional consistency of the expected loss for each pool.  Offsetting the impact of the provision established for acquired loans covered under FDIC loss share agreements, the receivable from the FDIC is adjusted to reflect the indemnified portion of the post-acquisition exposure with a corresponding credit to the provision for loan losses.  (For further discussion of the Company’s allowance for loan losses on acquired loans, see “Business Combinations and Method of Accounting for Loans Acquired” in our Annual Report on Form 10-K for the year ended December 31, 2012.)

 

An aggregated analysis of the changes in allowance for loan losses is as follows:

 

 

 

Non-acquired

 

 

 

 

 

(Dollars in thousands)

 

Loans

 

Acquired Loans

 

Total

 

Three months ended June 30, 2013:

 

 

 

 

 

 

 

Balance at beginning of period

 

$

41,669

 

$

31,277

 

$

72,946

 

Loans charged-off

 

(3,220

)

 

(3,220

)

Recoveries of loans previously charged off

 

576

 

 

576

 

Net charge-offs

 

(2,644

)

 

(2,644

)

Provision for loan losses

 

(400

)

320

 

(80

)

Benefit attributable to FDIC loss share agreements

 

 

259

 

259

 

Total provision for loan losses charged to operations

 

(400

)

579

 

179

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

(259

)

(259

)

Balance at end of period

 

$

38,625

 

$

31,597

 

$

70,222

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2012:

 

 

 

 

 

 

 

Balance at beginning of period

 

$

47,607

 

$

34,355

 

$

81,962

 

Loans charged-off

 

(5,555

)

 

(5,555

)

Recoveries of loans previously charged off

 

825

 

 

825

 

Net charge-offs

 

(4,730

)

 

(4,730

)

Provision for loan losses

 

4,392

 

1,458

 

5,850

 

Benefit attributable to FDIC loss share agreements

 

 

(1,208

)

(1,208

)

Total provision for loan losses charged to operations

 

4,392

 

250

 

4,642

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

1,208

 

1,208

 

Balance at end of period

 

$

47,269

 

$

35,813

 

$

83,082

 

 

18



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

 

 

Non-acquired

 

 

 

 

 

(Dollars in thousands)

 

Loans

 

Acquired Loans

 

Total

 

Six months ended June 30, 2013:

 

 

 

 

 

 

 

Balance at beginning of period

 

$

44,378

 

$

32,132

 

$

76,510

 

Loans charged-off

 

(7,827

)

 

(7,827

)

Recoveries of loans previously charged off

 

1,621

 

 

1,621

 

Net charge-offs

 

(6,206

)

 

(6,206

)

Provision for loan losses

 

453

 

(535

)

(82

)

Benefit attributable to FDIC loss share agreements

 

 

1,321

 

1,321

 

Total provision for loan losses charged to operations

 

453

 

786

 

1,239

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

(1,321

)

(1,321

)

Balance at end of period

 

$

38,625

 

$

31,597

 

$

70,222

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2012:

 

 

 

 

 

 

 

Balance at beginning of period

 

$

49,367

 

$

31,620

 

$

80,987

 

Loans charged-off

 

(11,253

)

 

(11,253

)

Recoveries of loans previously charged off

 

2,465

 

 

2,465

 

Net charge-offs

 

(8,788

)

 

(8,788

)

Provision for loan losses

 

6,690

 

4,193

 

10,883

 

Benefit attributable to FDIC loss share agreements

 

 

(3,518

)

(3,518

)

Total provision for loan losses charged to operations

 

6,690

 

675

 

7,365

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

3,518

 

3,518

 

Balance at end of period

 

$

47,269

 

$

35,813

 

$

83,082

 

 

19



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following tables present a disaggregated analysis of activity in the allowance for loan losses and loan balances for non-acquired loans:

 

 

 

Construction

 

Commercial

 

Commercial

 

Consumer

 

 

 

 

 

Other Income

 

 

 

 

 

 

 

 

 

& Land

 

Non-owner

 

Owner

 

Owner

 

Home

 

Commercial

 

Producing

 

 

 

Other

 

 

 

(Dollars in thousands)

 

Development

 

Occupied

 

Occupied

 

Occupied

 

Equity

 

& Industrial

 

Property

 

Consumer

 

Loans

 

Total

 

Three months ended June 30, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2013

 

$

9,236

 

$

5,271

 

$

8,208

 

$

6,523

 

$

3,536

 

$

4,785

 

$

3,459

 

$

434

 

$

217

 

$

41,669

 

Charge-offs

 

(1,013

)

 

(708

)

(238

)

(465

)

(303

)

(134

)

(357

)

 

(3,218

)

Recoveries

 

135

 

73

 

5

 

41

 

27

 

37

 

102

 

154

 

 

574

 

Provision

 

73

 

(478

)

479

 

112

 

(124

)

(480

)

(167

)

195

 

(10

)

(400

)

Balance, June 30, 2013

 

$

8,431

 

$

4,866

 

$

7,984

 

$

6,438

 

$

2,974

 

$

4,039

 

$

3,260

 

$

426

 

$

207

 

$

38,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

735

 

$

636

 

$

281

 

$

667

 

$

 

$

 

$

716

 

$

 

$

 

$

3,035

 

Loans collectively evaluated for impairment

 

$

7,696

 

$

4,230

 

$

7,703

 

$

5,771

 

$

2,974

 

$

4,039

 

$

2,544

 

$

426

 

$

207

 

$

35,590

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

9,746

 

$

3,694

 

$

17,120

 

$

1,322

 

$

 

$

1,534

 

$

3,025

 

$

 

$

 

$

36,441

 

Loans collectively evaluated for impairment

 

275,624

 

295,075

 

785,005

 

459,112

 

250,988

 

293,046

 

133,932

 

104,239

 

32,133

 

2,629,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-acquired loans

 

$

285,370

 

$

298,769

 

$

802,125

 

$

460,434

 

$

250,988

 

$

294,580

 

$

136,957

 

$

104,239

 

$

32,133

 

$

2,665,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2012

 

$

12,598

 

$

5,662

 

$

9,271

 

$

7,567

 

$

4,033

 

$

3,750

 

$

3,517

 

$

1,075

 

$

134

 

$

47,607

 

Charge-offs

 

(2,622

)

(371

)

(180

)

(859

)

(548

)

(105

)

(285

)

(522

)

(63

)

(5,555

)

Recoveries

 

246

 

80

 

1

 

8

 

225

 

72

 

22

 

171

 

 

825

 

Provision

 

2,045

 

61

 

384

 

901

 

282

 

48

 

156

 

340

 

175

 

4,392

 

Balance, June 30, 2012

 

$

12,267

 

$

5,432

 

$

9,476

 

$

7,617

 

$

3,992

 

$

3,765

 

$

3,410

 

$

1,064

 

$

246

 

$

47,269

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

1,861

 

$

177

 

$

553

 

$

229

 

$

 

$

 

$

142

 

$

 

$

 

$

2,962

 

Loans collectively evaluated for impairment

 

$

10,406

 

$

5,255

 

$

8,923

 

$

7,388

 

$

3,992

 

$

3,765

 

$

3,268

 

$

1,064

 

$

246

 

$

44,307

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

17,320

 

$

5,901

 

$

15,885

 

$

2,667

 

$

 

$

479

 

$

2,863

 

$

 

$

 

$

45,115

 

Loans collectively evaluated for impairment

 

262,199

 

278,246

 

747,453

 

417,631

 

257,061

 

227,531

 

129,330

 

87,290

 

29,395

 

2,436,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-acquired loans

 

$

279,519

 

$

284,147

 

$

763,338

 

$

420,298

 

$

257,061

 

$

228,010

 

$

132,193

 

$

87,290

 

$

29,395

 

$

2,481,251

 

 

The following tables present a disaggregated analysis of activity in the allowance for loan losses for non-acquired loans:

 

 

 

Construction

 

Commercial

 

Commerical

 

Consumer

 

 

 

 

 

Other Income

 

 

 

 

 

 

 

 

 

& Land

 

Non-owner

 

Owner

 

Owner

 

Home

 

Commercial

 

Producing

 

 

 

Other

 

 

 

(Dollars in thousands)

 

Development

 

Occupied

 

Occupied

 

Occupied

 

Equity

 

& Industrial

 

Property

 

Consumer

 

Loans

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

 

$

10,836

 

$

4,921

 

$

8,743

 

$

6,568

 

$

3,626

 

$

4,939

 

$

3,747

 

$

781

 

$

217

 

$

44,378

 

Charge-offs

 

(3,212

)

 

(1,403

)

(388

)

(662

)

(627

)

(473

)

(1,062

)

 

(7,827

)

Recoveries

 

393

 

327

 

15

 

130

 

99

 

136

 

111

 

410

 

 

1,621

 

Provision

 

414

 

(382

)

629

 

128

 

(89

)

(409

)

(125

)

297

 

(10

)

453

 

Balance, June 30, 2013

 

$

8,431

 

$

4,866

 

$

7,984

 

$

6,438

 

$

2,974

 

$

4,039

 

$

3,260

 

$

426

 

$

207

 

$

38,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2011

 

$

12,373

 

$

6,109

 

$

10,356

 

$

7,453

 

$

4,269

 

$

3,901

 

$

3,636

 

$

1,145

 

$

125

 

$

49,367

 

Charge-offs

 

(3,632

)

(1,373

)

(1,675

)

(1,305

)

(1,048

)

(435

)

(740

)

(931

)

(114

)

(11,253

)

Recoveries

 

1,026

 

96

 

2

 

20

 

406

 

182

 

295

 

427

 

11

 

2,465

 

Provision

 

2,500

 

600

 

793

 

1,449

 

365

 

117

 

219

 

423

 

224

 

6,690

 

Balance, June 30, 2012

 

$

12,267

 

$

5,432

 

$

9,476

 

$

7,617

 

$

3,992

 

$

3,765

 

$

3,410

 

$

1,064

 

$

246

 

$

47,269

 

 

20



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following tables present a disaggregated analysis of activity in the allowance for loan losses and loan balances for acquired loans:

 

 

 

Commercial

 

 

 

Commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans Greater

 

 

 

Real Estate-

 

 

 

 

 

 

 

 

 

FASB ASC

 

 

 

 

 

Than or Equal

 

Commercial

 

Construction and

 

Residential

 

 

 

Commercial

 

 

 

Topic 310-20

 

 

 

(Dollars in thousands)

 

to $1 Million-CBT

 

Real Estate

 

Development

 

Real Estate

 

Consumer

 

and Industrial

 

Single Pay

 

Loans

 

Total

 

Three months ended June 30, 2013:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, March 31, 2013

 

$

14,956

 

$

842

 

$

2,484

 

$

4,561

 

$

89

 

$

3,783

 

$

4,562

 

$

 

$

31,277

 

Charge-offs

 

 

 

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

 

 

 

 

Provision for loan losses before benefit attributable to FDIC loss share agreements

 

(1,527

)

(21

)

1,908

 

588

 

385

 

(830

)

(183

)

 

320

 

Benefit attributable to FDIC loss share agreements

 

1,451

 

(22

)

(1,412

)

(394

)

(326

)

788

 

174

 

 

259

 

Total provision for loan losses charged to operations

 

(76

)

(43

)

496

 

194

 

59

 

(42

)

(9

)

 

579

 

Provision for loan losses recorded through the FDIC loss share receivable

 

(1,451

)

22

 

1,412

 

394

 

326

 

(788

)

(174

)

 

(259

)

Balance, June 30, 2013

 

$

13,429

 

$

821

 

$

4,392

 

$

5,149

 

$

474

 

$

2,953

 

$

4,379

 

$

 

$

31,597

 

Loans individually evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Loans collectively evaluated for impairment

 

$

13,429

 

$

821

 

$

4,392

 

$

5,149

 

$

474

 

$

2,953

 

$

4,379

 

$

 

$

31,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Loans collectively evaluated for impairment

 

43,831

 

323,844

 

97,813

 

313,617

 

11,417

 

57,133

 

4,532

 

69,653

 

921,840

 

Total acquired loans

 

$

43,831

 

$

323,844

 

$

97,813

 

$

313,617

 

$

11,417

 

$

57,133

 

$

4,532

 

$

69,653

 

$

921,840

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended June 30, 2012:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance,March 31, 2012

 

$

16,850

 

$

1,392

 

$

2,057

 

$

4,335

 

$

10

 

$

4,583

 

$

5,128

 

$

 

$

34,355

 

Charge-offs

 

 

 

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

 

 

 

 

Provision for loan losses before benefit attributable to FDIC loss share agreements

 

21

 

420

 

1,181

 

80

 

63

 

166

 

(473

)

 

1,458

 

Benefit attributable to FDIC loss share agreements

 

(20

)

(399

)

(948

)

(74

)

(58

)

(158

)

449

 

 

(1,208

)

Total provision for loan losses charged to operations

 

1

 

21

 

233

 

6

 

5

 

8

 

(24

)

 

250

 

Provision for loan losses recorded through the FDIC loss share receivable

 

20

 

399

 

948

 

74

 

58

 

158

 

(449

)

 

1,208

 

Balance, June 30, 2012

 

$

16,871

 

$

1,812

 

$

3,238

 

$

4,415

 

$

73

 

$

4,749

 

$

4,655

 

$

 

$

35,813

 

Loans individually evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Loans collectively evaluated for impairment

 

$

16,871

 

$

1,812

 

$

3,238

 

$

4,415

 

$

73

 

$

4,749

 

$

4,655

 

$

 

$

35,813

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans:*

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

$

 

Loans collectively evaluated for impairment

 

54,826

 

166,534

 

65,715

 

214,607

 

12,167

 

41,333

 

4,876

 

 

560,058

 

Total acquired loans

 

$

54,826

 

$

166,534

 

$

65,715

 

$

214,607

 

$

12,167

 

$

41,333

 

$

4,876

 

$

 

$

560,058

 

 


*—The carrying value of FASB ASC Topic 310-30 acquired loans includes a non-accretable difference which is primarily associated with the assessment of credit quality of acquired loans.

 

21



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following tables present a disaggregated analysis of activity in the allowance for loan losses for acquired loans:

 

 

 

Commercial

 

 

 

Commerical

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans Greater

 

 

 

Real Estate-

 

 

 

 

 

 

 

 

 

 

 

 

 

Than or Equal

 

Commercial

 

Construction and

 

Residential

 

 

 

Commercial

 

 

 

 

 

(Dollars in thousands)

 

to $1 Million-CBT

 

Real Estate

 

Development

 

Real Estate

 

Consumer

 

and Industrial

 

Single Pay

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2012

 

$

15,408

 

$

1,517

 

$

1,628

 

$

4,616

 

$

96

 

$

4,305

 

$

4,562

 

$

32,132

 

Charge-offs

 

 

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

 

 

 

Provision for loan losses before benefit attibutable to FDIC loss share agreements

 

(1,979

)

(696

)

2,764

 

533

 

378

 

(1,352

)

(183

)

(535

)

Benefit attributable to FDIC loss share agreements

 

1,880

 

504

 

(2,098

)

(104

)

(319

)

1,284

 

174

 

1,321

 

Total provision for loan losses charged to operations

 

(99

)

(192

)

666

 

429

 

59

 

(68

)

(9

)

786

 

Provision for loan losses recorded through the FDIC loss share receivable

 

(1,880

)

(504

)

2,098

 

104

 

319

 

(1,284

)

(174

)

(1,321

)

Balance, June 30, 2013

 

$

13,429

 

$

821

 

$

4,392

 

$

5,149

 

$

474

 

$

2,953

 

$

4,379

 

$

31,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2011

 

$

16,706

 

$

1,318

 

$

 

$

5,471

 

$

 

$

4,564

 

$

3,561

 

$

31,620

 

Charge-offs

 

 

 

 

 

 

 

 

 

Recoveries

 

 

 

 

 

 

 

 

 

Provision for loan losses before benefit attibutable attibutable to FDIC loss share agreements

 

165

 

494

 

3,238

 

(1,056

)

73

 

185

 

1,094

 

4,193

 

Benefit attributable to FDIC loss share agreements

 

(158

)

(468

)

(2,612

)

1,036

 

(69

)

(176

)

(1,039

)

(3,486

)

Total provision for loan losses charged to operations

 

7

 

26

 

626

 

(20

)

4

 

9

 

55

 

707

 

Provision for loan losses recorded through the FDIC loss share receivable

 

158

 

468

 

2,612

 

(1,036

)

69

 

176

 

1,039

 

3,486

 

Balance, June 30, 2012

 

$

16,871

 

$

1,812

 

$

3,238

 

$

4,415

 

$

73

 

$

4,749

 

$

4,655

 

$

35,813

 

 

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i)  the level of classified loans, (ii) net charge-offs, (iii) non-performing loans (see details below) and (iv) the general economic conditions of the markets that we serve.

 

The Company utilizes a risk grading matrix to assign a risk grade to each of its loans. A description of the general characteristics of the risk grades is as follows:

 

·                  Pass—These loans range from minimal credit risk to average however still acceptable credit risk.

 

·                  Special mention—A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or the institution’s credit position at some future date.

 

·                  Substandard—A substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness, or weaknesses, that may jeopardize the liquidation of the debt. A substandard loan is characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

 

·                  Doubtful—A doubtful loan has all of the weaknesses inherent in one classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of the currently existing facts, conditions and values, highly questionable and improbable.

 

22



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following table presents the credit risk profile by risk grade of commercial loans for non-acquired loans:

 

 

 

Construction & Development

 

Commercial Non-owner Occupied

 

Commercial Owner Occupied

 

 

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

Pass

 

$

236,677

 

$

215,793

 

$

220,073

 

$

252,917

 

$

232,714

 

$

225,222

 

$

749,992

 

$

716,578

 

$

690,749

 

Special mention

 

26,844

 

31,670

 

30,495

 

35,359

 

38,473

 

37,625

 

21,963

 

31,800

 

31,645

 

Substandard

 

21,849

 

25,957

 

28,951

 

10,492

 

18,884

 

21,300

 

30,170

 

35,774

 

40,944

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

$

285,370

 

$

273,420

 

$

279,519

 

$

298,768

 

$

290,071

 

$

284,147

 

$

802,125

 

$

784,152

 

$

763,338

 

 

 

 

Commercial & Industrial

 

Other Income Producing Property

 

Commercial Total

 

 

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

 

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

Pass

 

$

278,364

 

$

265,148

 

$

212,302

 

$

118,081

 

$

114,809

 

$

113,443

 

$

1,636,031

 

$

1,545,042

 

$

1,461,789

 

Special mention

 

7,061

 

8,626

 

9,458

 

9,402

 

9,324

 

9,583

 

100,629

 

119,893

 

118,806

 

Substandard

 

9,155

 

5,989

 

6,250

 

9,474

 

9,580

 

9,167

 

81,140

 

96,184

 

106,612

 

Doubtful

 

 

 

 

 

 

 

 

 

 

 

 

$

294,580

 

$

279,763

 

$

228,010

 

$

136,957

 

$

133,713

 

$

132,193

 

$

1,817,800

 

$

1,761,119

 

$

1,687,207

 

 

The following table presents the credit risk profile by risk grade of consumer loans for non-acquired loans:

 

 

 

Consumer Owner Occupied

 

Home Equity

 

Consumer

 

 

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

Pass

 

$

418,601

 

$

388,822

 

$

374,359

 

$

238,037

 

$

241,184

 

$

242,639

 

$

103,014

 

$

85,517

 

$

86,023

 

Special mention

 

20,698

 

24,515

 

23,540

 

7,875

 

7,837

 

8,823

 

931

 

897

 

781

 

Substandard

 

21,135

 

21,166

 

22,399

 

5,051

 

6,239

 

5,564

 

294

 

519

 

486

 

Doubtful

 

 

 

 

25

 

24

 

35

 

 

1

 

 

 

 

$

460,434

 

$

434,503

 

$

420,298

 

$

250,988

 

$

255,284

 

$

257,061

 

$

104,239

 

$

86,934

 

$

87,290

 

 

 

 

Other

 

Consumer Total

 

 

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

 

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

Pass

 

$

32,134

 

$

33,163

 

$

29,395

 

$

791,786

 

$

748,686

 

$

732,416

 

Special mention

 

 

 

 

29,504

 

33,249

 

33,144

 

Substandard

 

 

 

 

26,480

 

27,924

 

28,449

 

Doubtful

 

 

 

 

25

 

25

 

35

 

 

 

$

32,134

 

$

33,163

 

$

29,395

 

$

847,795

 

$

809,884

 

$

794,044

 

 

The following table presents the credit risk profile by risk grade of total non-acquired loans:

 

 

 

Total Non-acquired Loans

 

 

 

June 30,

 

December 31,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2012

 

Pass

 

$

2,427,817

 

$

2,293,728

 

$

2,194,205

 

Special mention

 

130,133

 

153,142

 

151,950

 

Substandard

 

107,620

 

124,108

 

135,061

 

Doubtful

 

25

 

25

 

35

 

 

 

$

2,665,595

 

$

2,571,003

 

$

2,481,251

 

 

At June 30, 2013, the aggregate amount of non-acquired substandard and doubtful loans totaled $107.6 million. When these loans are combined with non-acquired OREO of $16.0 million, our non-acquired classified assets (as defined by the state of South Carolina and the FDIC, our primary federal regulators) were $123.6 million. At December 31, 2012, the amounts were $124.1 million, $19.1 million, and $143.2 million, respectively. At June 30, 2012, the amounts were $135.1 million, $25.5 million, and $160.6 million, respectively.

 

23



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following table presents the credit risk profile by risk grade of covered acquired loans, net of the related discount (this table should be read in conjunction with the allowance for acquired loan losses table found on page 21):

 

 

 

Commercial Loans Greater Than

 

 

 

 

 

 

 

Commercial Real Estate—

 

 

 

or Equal to $1 million-CBT

 

Commercial Real Estate

 

Construction and Development

 

 

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

Pass

 

$

15,469

 

$

14,355

 

$

17,395

 

$

22,574

 

$

22,687

 

$

27,336

 

$

7,297

 

$

7,134

 

$

7,861

 

Special mention

 

2,719

 

3,470

 

3,405

 

8,708

 

10,609

 

13,914

 

2,814

 

3,474

 

5,621

 

Substandard

 

25,644

 

31,859

 

34,026

 

18,942

 

29,501

 

44,049

 

14,160

 

21,154

 

25,075

 

Doubtful

 

 

 

 

159

 

165

 

233

 

1

 

813

 

1,574

 

 

 

$

43,832

 

$

49,684

 

$

54,826

 

$

50,383

 

$

62,962

 

$

85,532

 

$

24,272

 

$

32,575

 

$

40,131

 

 

 

 

Residential Real Estate

 

Consumer

 

Commercial & Industrial

 

 

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

 

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

Pass

 

$

39,776

 

$

41,907

 

$

43,200

 

$

1,829

 

$

2,215

 

$

2,575

 

$

7,546

 

$

8,073

 

$

9,141

 

Special mention

 

16,920

 

20,915

 

25,603

 

184

 

574

 

849

 

2,093

 

3,744

 

4,145

 

Substandard

 

37,511

 

41,963

 

43,341

 

1,342

 

1,534

 

2,224

 

8,840

 

11,753

 

14,488

 

Doubtful

 

23

 

26

 

1,790

 

 

1

 

83

 

 

30

 

70

 

 

 

$

94,230

 

$

104,811

 

$

113,934

 

$

3,355

 

$

4,324

 

$

5,731

 

$

18,479

 

$

23,600

 

$

27,844

 

 

 

 

Single Pay

 

 

 

June 30,

 

December 31,

 

June 30,

 

 

 

2013

 

2012

 

2012

 

Pass

 

$

56

 

$

57

 

$

1,714

 

Special mention

 

 

52

 

54

 

Substandard

 

4,475

 

4,663

 

3,108

 

Doubtful

 

 

 

 

 

 

$

4,531

 

$

4,772

 

$

4,876

 

 

 

The following table presents the credit risk profile by risk grade of non-covered acquired loans, net of the related discount (this table should be read in conjunction with the allowance for acquired loan losses table found on page 21):

 

 

 

 

 

 

 

 

 

Commercial Real Estate—

 

 

 

 

 

 

 

 

 

Commercial Real Estate

 

Construction and Development

 

Residential Real Estate

 

 

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

Pass

 

$

156,156

 

$

274,721

 

$

71,923

 

$

26,950

 

$

80,008

 

$

18,131

 

$

135,878

 

$

213,069

 

$

96,349

 

Special mention

 

42,414

 

11,670

 

4,622

 

15,417

 

4,268

 

970

 

30,276

 

17,324

 

1,932

 

Substandard

 

74,890

 

23,571

 

4,456

 

31,175

 

13,600

 

6,481

 

53,152

 

19,923

 

2,391

 

Doubtful

 

 

 

1

 

 

 

2

 

82

 

 

1

 

 

 

$

273,460

 

$

309,962

 

$

81,002

 

$

73,542

 

$

97,876

 

$

25,584

 

$

219,388

 

$

250,316

 

$

100,673

 

 

 

 

Consumer

 

Commercial & Industrial

 

FASB ASC Topic 310-20 Loans

 

 

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

June 30,

 

December 31,

 

June 30,

 

 

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

2013

 

2012

 

2012

 

Pass

 

$

7,194

 

$

10,712

 

$

5,805

 

$

33,620

 

$

45,973

 

$

11,695

 

$

59,518

 

$

71,174

 

$

 

Special mention

 

294

 

209

 

358

 

1,476

 

1,549

 

652

 

4,290

 

574

 

 

Substandard

 

574

 

440

 

273

 

3,557

 

1,762

 

1,141

 

5,845

 

1,467

 

 

Doubtful

 

 

 

 

 

 

1

 

 

 

 

 

 

$

8,062

 

$

11,361

 

$

6,436

 

$

38,653

 

$

49,284

 

$

13,489

 

$

69,653

 

$

73,215

 

$

 

 

The risk grading of acquired loans is determined utilizing a loan’s contractual balance, while the amount recorded in the financial statements and reflected above is the carrying value. In an FDIC-assisted acquisition, covered acquired loans are initially recorded at their fair value, including a credit discount due to the high concentration of substandard and doubtful loans. In addition to the credit discount and the allowance for loan losses on covered acquired loans, the Company’s risk of loss is mitigated by the FDIC loss share arrangement.

 

24



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following table presents an aging analysis of past due loans, segregated by class for non-acquired loans:

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

30-59 Days

 

60-89 Days

 

90+ Days

 

Past

 

 

 

Total

 

(Dollars in thousands)

 

Past Due

 

Past Due

 

Past Due

 

Due

 

Current

 

Loans

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

935

 

$

1,134

 

$

5,678

 

$

7,747

 

$

277,623

 

$

285,370

 

Commercial non-owner occupied

 

291

 

 

3,558

 

3,849

 

294,919

 

298,768

 

Commercial owner occupied

 

2,607

 

116

 

7,602

 

10,325

 

791,800

 

802,125

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

3,651

 

922

 

3,307

 

7,880

 

452,554

 

460,434

 

Home equity loans

 

553

 

489

 

152

 

1,194

 

249,794

 

250,988

 

Commercial and industrial

 

1,127

 

129

 

1,555

 

2,811

 

291,769

 

294,580

 

Other income producing property

 

714

 

1,092

 

2,648

 

4,454

 

132,503

 

136,957

 

Consumer

 

178

 

46

 

29

 

253

 

103,986

 

104,239

 

Other loans

 

53

 

12

 

36

 

101

 

32,033

 

32,134

 

 

 

$

10,109

 

$

3,940

 

$

24,565

 

$

38,614

 

$

2,626,981

 

$

2,665,595

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

812

 

$

701

 

$

10,435

 

$

11,948

 

$

261,472

 

$

273,420

 

Commercial non-owner occupied

 

1,013

 

572

 

3,605

 

5,190

 

284,881

 

290,071

 

Commercial owner occupied

 

1,141

 

40

 

9,827

 

11,008

 

773,144

 

784,152

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

1,433

 

241

 

4,045

 

5,719

 

428,784

 

434,503

 

Home equity loans

 

735

 

170

 

395

 

1,300

 

253,984

 

255,284

 

Commercial and industrial

 

1,187

 

513

 

549

 

2,249

 

277,514

 

279,763

 

Other income producing property

 

322

 

278

 

3,253

 

3,853

 

129,860

 

133,713

 

Consumer

 

364

 

151

 

112

 

627

 

86,307

 

86,934

 

Other loans

 

49

 

41

 

36

 

126

 

33,037

 

33,163

 

 

 

$

7,056

 

$

2,707

 

$

32,257

 

$

42,020

 

$

2,528,983

 

$

2,571,003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

1,428

 

$

852

 

$

14,349

 

$

16,629

 

$

262,890

 

$

279,519

 

Commercial non-owner occupied

 

870

 

827

 

4,435

 

6,132

 

278,015

 

284,147

 

Commercial owner occupied

 

3,385

 

407

 

7,677

 

11,469

 

751,869

 

763,338

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

1,281

 

872

 

5,571

 

7,724

 

412,574

 

420,298

 

Home equity loans

 

472

 

273

 

381

 

1,126

 

255,935

 

257,061

 

Commercial and industrial

 

355

 

331

 

743

 

1,429

 

226,581

 

228,010

 

Other income producing property

 

677

 

981

 

2,997

 

4,655

 

127,538

 

132,193

 

Consumer

 

376

 

158

 

31

 

565

 

86,725

 

87,290

 

Other loans

 

64

 

24

 

31

 

119

 

29,276

 

29,395

 

 

 

$

8,908

 

$

4,725

 

$

36,215

 

$

49,848

 

$

2,431,403

 

$

2,481,251

 

 

25



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following table presents an aging analysis of past due loans, segregated by class for acquired loans:

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

30-59 Days

 

60-89 Days

 

90+ Days

 

Past

 

 

 

Total

 

(Dollars in thousands)

 

Past Due

 

Past Due

 

Past Due

 

Due

 

Current

 

Loans

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

Covered loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans greater than or equal to $1 million-CBT

 

$

 

$

1,210

 

$

19,435

 

$

20,645

 

$

23,186

 

$

43,831

 

Commercial real estate

 

3,675

 

404

 

6,920

 

10,999

 

39,384

 

50,383

 

Commercial real estate—construction and development

 

775

 

984

 

7,766

 

9,525

 

14,746

 

24,271

 

Residential real estate

 

1,836

 

2,087

 

11,086

 

15,009

 

79,221

 

94,230

 

Consumer

 

56

 

31

 

522

 

609

 

2,746

 

3,355

 

Commercial and industrial

 

183

 

250

 

3,714

 

4,147

 

14,333

 

18,480

 

Single pay

 

4,366

 

47

 

62

 

4,475

 

57

 

4,532

 

 

 

10,891

 

5,013

 

49,505

 

65,409

 

173,673

 

239,082

 

Non-covered loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

5,054

 

2,604

 

7,566

 

15,224

 

258,237

 

273,461

 

Commercial real estate—construction and development

 

695

 

253

 

11,111

 

12,059

 

61,483

 

73,542

 

Residential real estate

 

5,311

 

1,290

 

7,985

 

14,586

 

204,801

 

219,387

 

Consumer

 

472

 

48

 

96

 

616

 

7,446

 

8,062

 

Commercial and industrial

 

230

 

131

 

421

 

782

 

37,870

 

38,652

 

FASB ASC Topic 310-20 loans

 

623

 

128

 

947

 

1,698

 

67,956

 

69,654

 

 

 

12,385

 

4,454

 

28,126

 

44,965

 

637,793

 

682,758

 

 

 

$

23,276

 

$

9,467

 

$

77,631

 

$

110,374

 

$

811,466

 

$

921,840

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Covered loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans greater than or equal to $1 million-CBT

 

$

922

 

$

993

 

$

22,471

 

$

24,386

 

$

25,298

 

$

49,684

 

Commercial real estate

 

3,154

 

1,536

 

12,162

 

16,852

 

46,110

 

62,962

 

Commercial real estate—construction and development

 

1,381

 

220

 

11,615

 

13,216

 

19,359

 

32,575

 

Residential real estate

 

2,502

 

2,636

 

12,328

 

17,466

 

87,345

 

104,811

 

Consumer

 

67

 

19

 

687

 

773

 

3,551

 

4,324

 

Commercial and industrial

 

739

 

190

 

4,870

 

5,799

 

17,801

 

23,600

 

Single pay

 

1

 

3,256

 

62

 

3,319

 

1,453

 

4,772

 

 

 

8,766

 

8,850

 

64,195

 

81,811

 

200,917

 

282,728

 

Non-covered loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

2,712

 

770

 

5,326

 

8,808

 

301,154

 

309,962

 

Commercial real estate—construction and development

 

1,595

 

1,353

 

7,103

 

10,051

 

87,825

 

97,876

 

Residential real estate

 

5,109

 

2,193

 

5,987

 

13,289

 

237,027

 

250,316

 

Consumer

 

114

 

57

 

49

 

220

 

11,141

 

11,361

 

Commercial and industrial

 

529

 

97

 

277

 

903

 

48,381

 

49,284

 

FASB ASC Topic 310-20 loans

 

388

 

111

 

148

 

647

 

72,568

 

73,215

 

 

 

10,447

 

4,581

 

18,890

 

33,918

 

758,096

 

792,014

 

 

 

$

19,213

 

$

13,431

 

$

83,085

 

$

115,729

 

$

959,013

 

$

1,074,742

 

June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

Covered loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial loans greater than or equal to $1 million-CBT

 

$

 

$

 

$

23,580

 

$

23,580

 

$

31,246

 

$

54,826

 

Commercial real estate

 

2,070

 

592

 

16,470

 

19,132

 

66,400

 

85,532

 

Commercial real estate—construction and development

 

1,450

 

1,080

 

14,638

 

17,168

 

22,963

 

40,131

 

Residential real estate

 

4,654

 

1,147

 

11,392

 

17,193

 

96,741

 

113,934

 

Consumer

 

206

 

192

 

913

 

1,311

 

4,420

 

5,731

 

Commercial and industrial

 

561

 

169

 

4,600

 

5,330

 

22,514

 

27,844

 

Single pay

 

20

 

58

 

590

 

668

 

4,208

 

4,876

 

 

 

8,961

 

3,238

 

72,183

 

84,382

 

248,492

 

332,874

 

Non-covered loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

1,092

 

130

 

1,101

 

2,323

 

78,679

 

81,002

 

Commercial real estate—construction and development

 

365

 

4

 

2,762

 

3,131

 

22,453

 

25,584

 

Residential real estate

 

914

 

170

 

276

 

1,360

 

99,313

 

100,673

 

Consumer

 

187

 

41

 

48

 

276

 

6,160

 

6,436

 

Commercial and industrial

 

21

 

62

 

67

 

150

 

13,339

 

13,489

 

 

 

2,579

 

407

 

4,254

 

7,240

 

219,944

 

227,184

 

 

 

$

11,540

 

$

3,645

 

$

76,437

 

$

91,622

 

$

468,436

 

$

560,058

 

 

26



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following is a summary of information pertaining to impaired non-acquired loans:

 

 

 

 

 

 

 

Gross

 

 

 

 

 

 

 

Unpaid

 

Recorded

 

Recorded

 

 

 

 

 

 

 

Contractual

 

Investment

 

Investment

 

Total

 

 

 

 

 

Principal

 

With No

 

With

 

Recorded

 

Related

 

(Dollars in thousands)

 

Balance

 

Allowance

 

Allowance

 

Investment

 

Allowance

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

19,888

 

$

7,005

 

$

2,741

 

$

9,746

 

$

735

 

Commercial non-owner occupied

 

4,879

 

1,523

 

2,171

 

3,694

 

636

 

Commercial owner occupied

 

21,055

 

14,610

 

2,510

 

17,120

 

281

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

1,419

 

 

1,322

 

1,322

 

667

 

Home equity loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

1,799

 

1,534

 

 

 

1,534

 

 

 

Other income producing property

 

3,666

 

592

 

2,433

 

3,025

 

716

 

Consumer

 

 

 

 

 

 

Other loans

 

 

 

 

 

 

Total impaired loans

 

$

52,706

 

$

25,264

 

$

11,177

 

$

36,441

 

$

3,035

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

21,350

 

$

8,659

 

$

4,890

 

$

13,549

 

$

1,573

 

Commercial non-owner occupied

 

7,564

 

3,148

 

2,196

 

5,344

 

411

 

Commercial owner occupied

 

23,566

 

15,698

 

4,514

 

20,212

 

648

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

2,040

 

 

1,954

 

1,954

 

213

 

Home equity loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

2,595

 

464

 

1,319

 

1,783

 

1,030

 

Other income producing property

 

4,656

 

1,382

 

3,011

 

4,393

 

1,004

 

Consumer

 

 

 

 

 

 

Other loans

 

 

 

 

 

 

Total impaired loans

 

$

61,771

 

$

29,351

 

$

17,884

 

$

47,235

 

$

4,879

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

24,501

 

$

11,262

 

$

6,058

 

$

17,320

 

$

1,861

 

Commercial non-owner occupied

 

8,693

 

5,270

 

632

 

5,902

 

177

 

Commercial owner occupied

 

19,975

 

9,783

 

6,102

 

15,885

 

553

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

2,761

 

1,460

 

1,206

 

2,666

 

229

 

Home equity loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

547

 

479

 

 

479

 

 

Other income producing property

 

3,351

 

1,737

 

1,126

 

2,863

 

142

 

Consumer

 

 

 

 

 

 

Other loans

 

 

 

 

 

 

Total impaired loans

 

$

59,828

 

$

29,991

 

$

15,124

 

$

45,115

 

$

2,962

 

 

Acquired loans are accounted for in pools as shown on page 21 rather than being individually evaluated for impairment; therefore, the table above only pertains to non-acquired loans.

 

27



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following summarizes the average investment in non-acquired impaired loans and interest income recognized on non-acquired impaired loans:

 

 

 

Three Months Ended

 

Three Months Ended

 

 

 

June 30, 2013

 

June 30, 2012

 

 

 

Average

 

 

 

Average

 

 

 

 

 

Investment in

 

Interest Income

 

Investment in

 

Interest Income

 

(Dollars in thousands)

 

Impaired Loans

 

Recognized

 

Impaired Loans

 

Recognized

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

11,406

 

$

9

 

$

21,107

 

$

34

 

Commercial non-owner occupied

 

4,620

 

 

16,357

 

15

 

Commercial owner occupied

 

16,985

 

13

 

7,592

 

64

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

1,322

 

2

 

2,981

 

21

 

Home equity loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

1,900

 

 

1,079

 

 

Other income producing property

 

3,771

 

 

4,011

 

4

 

Consumer

 

 

 

 

 

Other loans

 

 

 

 

 

Total Impaired Loans

 

$

40,004

 

$

24

 

$

53,127

 

$

138

 

 

 

 

Six Months Ended

 

Six Months Ended

 

 

 

June 30, 2013

 

June 30, 2012

 

 

 

Average

 

 

 

Average

 

 

 

 

 

Investment in

 

Interest Income

 

Investment in

 

Interest Income

 

(Dollars in thousands)

 

Impaired Loans

 

Recognized

 

Impaired Loans

 

Recognized

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate:

 

 

 

 

 

 

 

 

 

Construction and land development

 

$

12,457

 

$

27

 

$

21,657

 

$

51

 

Commercial non-owner occupied

 

4,838

 

1

 

17,316

 

15

 

Commercial owner occupied

 

15,141

 

61

 

8,887

 

108

 

 

 

 

 

 

 

 

 

 

 

Consumer real estate:

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

1,336

 

7

 

2,488

 

42

 

Home equity loans

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial and industrial

 

2,024

 

 

1,351

 

 

Other income producing property

 

4,117

 

8

 

3,774

 

17

 

Consumer

 

 

 

 

 

Other loans

 

 

 

 

 

Total Impaired Loans

 

$

39,913

 

$

104

 

$

55,473

 

$

233

 

 

28



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following is a summary of information pertaining to non-acquired nonaccrual loans by class, including restructured loans:

 

 

 

June 30,

 

December 31,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2012

 

Commercial non-owner occupied real estate:

 

 

 

 

 

 

 

Construction and land development

 

$

8,575

 

$

11,961

 

$

15,264

 

Commercial non-owner occupied

 

3,742

 

4,780

 

5,215

 

Total commercial non-owner occupied real estate

 

12,317

 

16,741

 

20,479

 

Consumer real estate:

 

 

 

 

 

 

 

Consumer owner occupied

 

8,596

 

8,025

 

7,690

 

Home equity loans

 

755

 

1,835

 

1,023

 

Total consumer real estate

 

9,351

 

9,860

 

8,713

 

Commercial owner occupied real estate

 

11,801

 

14,146

 

12,946

 

Commercial and industrial

 

1,847

 

2,152

 

1,037

 

Other income producing property

 

5,450

 

5,405

 

4,542

 

Consumer

 

88

 

83

 

223

 

Other loans

 

 

 

 

Restructured loans

 

11,689

 

13,151

 

9,530

 

Total loans on nonaccrual status

 

$

52,543

 

$

61,538

 

$

57,470

 

 

In the course of resolving delinquent loans, the Bank may choose to restructure the contractual terms of certain loans.  Any loans that are modified are reviewed by the Bank to determine if a troubled debt restructuring (“TDR” or “restructured loan”) has occurred.  A TDR is a modification in which the Bank grants a concession to a borrower that it would not otherwise consider due to economic or legal reasons related to a borrower’s financial difficulties.  The concessions granted on TDRs generally include terms to reduce the interest rate, extend the term of the debt obligation, or modify the payment structure on the debt obligation.

 

The Bank designates loan modifications as TDRs when it grants a concession to the borrower that it would not otherwise consider due to the borrower experiencing financial difficulty (ASC Topic 310.40). Loans on nonaccrual status at the date of modification are initially classified as nonaccrual TDRs. Loans on accruing status at the date of concession are initially classified as accruing TDRs if the note is reasonably assured of repayment and performance is expected in accordance with its modified terms. Such loans may be designated as nonaccrual loans subsequent to the concession date if reasonable doubt exists as to the collection of interest or principal under the restructuring agreement. Nonaccrual TDRs are returned to accruing status when there is economic substance to the restructuring, there is documented credit evaluation of the borrower’s financial condition, the remaining balance is reasonably assured of repayment in accordance with its modified terms, and the borrower has demonstrated sustained repayment performance in accordance with the modified terms for a reasonable period of time (generally a minimum of six months).

 

29



Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following table presents non-acquired loans designated as TDRs segregated by class and type of concession that were restructured during the three and six months ended June 30, 2013 and 2012:

 

 

 

Three Months Ended June 30, 2013

 

Three Months Ended June 30, 2012

 

(Dollars in thousands)

 

Number
of loans

 

Pre-Modification
Outstanding
Recorded
Investment

 

Post-Modification
Outstanding
Recorded Investment

 

Number
of loans

 

Pre-
Modification
Outstanding
Recorded
Investment

 

Post-Modification
Outstanding
Recorded
Investment

 

Interest rate modification

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

 

$

 

$

 

1

 

$

165

 

$

162

 

Commercial non-owner occupied

 

1

 

247

 

247

 

 

 

 

 

 

 

Commercial owner occupied

 

1

 

750

 

750

 

1

 

443

 

442

 

Consumer owner occupied

 

 

 

 

 

 

 

Other income producing property

 

 

 

 

 

 

 

Total interest rate modifications

 

2

 

$

997

 

$

997

 

2

 

$

608

 

$

604

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term modification

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

 

 

 

1

 

230

 

226

 

Commercial owner occupied

 

 

 

 

 

 

 

Consumer owner occupied

 

 

 

 

 

 

 

Commercial and industrial

 

 

 

 

 

 

 

Total term modifications

 

 

$

 

$

 

1

 

$

230

 

$

226

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2

 

$

997

 

$

997

 

3

 

$

838

 

$

830

 

 

 

 

Six Months Ended June 30, 2013

 

Six Months Ended June 30, 2012

 

(Dollars in thousands)

 

Number
of loans

 

Pre-Modification
Outstanding
Recorded
Investment

 

Post-
Modification
Outstanding
Recorded
Investment

 

Number
of loans

 

Pre-
Modification
Outstanding
Recorded
Investment

 

Post-
Modification
Outstanding
Recorded
Investment

 

Interest rate modification

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

 

$

 

$

 

1

 

$

165

 

$

162

 

Commercial non-owner occupied

 

1

 

247

 

247

 

 

 

 

 

 

 

Commercial owner occupied

 

1

 

750

 

750

 

2

 

1,144

 

1,143

 

Consumer owner occupied

 

1

 

124

 

122

 

 

 

 

Other income producting property

 

 

 

 

 

 

 

Total interest rate modifications

 

3

 

$

1,121

 

$

1,119

 

3

 

$

1,309

 

$

1,305

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Term modification

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

1

 

696

 

134

 

1

 

230

 

226

 

Commercial owner occupied

 

 

 

 

 

 

 

Consumer owner occupied

 

 

 

 

 

 

 

Total term modifications

 

1

 

$

696

 

$

134

 

1

 

$

230

 

$

226

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

$

1,817

 

$

1,253

 

4

 

$

1,539

 

$

1,531

 

 

At June 30, 2013, December 31, 2012, and June 30, 2012, the balance of accruing TDRs was $4.3 million, $6.3 million, and $6.6 million, respectively.

 

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Table of Contents

 

Note 6 — Loans and Allowance for Loan Losses (Continued)

 

The following table presents the changes in status of non-acquired loans restructured within the previous 12 months as of June 30, 2013 by type of concession:

 

 

 

Paying Under

 

 

 

 

 

 

 

 

 

 

 

Restructured Terms

 

Converted to Nonaccrual

 

Foreclosures and Defaults

 

 

 

Number

 

Recorded

 

Number

 

Recorded

 

Number

 

Recorded

 

(Dollars in thousands)

 

of Loans

 

Investment

 

of Loans

 

Investment

 

of Loans

 

Investment

 

Interest rate modification

 

7

 

$

6,177

 

 

$

 

 

$

 

Term modification

 

3

 

1,401

 

 

 

 

 

 

 

10

 

$

7,578

 

 

$

 

 

$

 

 

The amount of specific reserve associated with non-acquired restructured loans was $687,000 at June 30, 2013, none of which was related to the restructured loans that had subsequently defaulted.  The Company had $15,000 in remaining availability under commitments to lend additional funds on these restructured loans at June 30, 2013.

 

Note 7—FDIC Indemnification Asset

 

The following table provides changes in FDIC indemnification asset:

 

 

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

Balance at beginning of period

 

$

146,171

 

$

262,651

 

Increase (decrease) in expected losses on loans

 

(1,321

)

3,518

 

Additional losses on OREO

 

574

 

6,058

 

Reimbursable expenses

 

2,607

 

4,837

 

Amortization of discounts and premiums, net

 

(14,481

)

(7,603

)

Reimbursements from FDIC

 

(29,502

)

(68,892

)

Balance at end of period

 

$

104,048

 

$

200,569

 

 

The FDIC indemnification asset is measured separately from the related covered assets.  At June 30, 2013, the projected cash flows related to the FDIC indemnification asset for losses on assets acquired were approximately $47.7 million less than the current carrying value.  This amount is being recognized as negative accretion (in non-interest income) over the shorter of the underlying asset’s remaining life or remaining term of the loss share agreements.  Subsequent to June 30, 2013, the Company expects to receive $8.0 million from loss share claims filed, including reimbursable expenses.

 

Included in the FDIC indemnification asset is an expected “true up” with the FDIC related to the BankMeridian acquisition.  This amount is determined each reporting period and at June 30, 2013, was estimated to be approximately $3.7 million at the end of the loss share agreement (in ten years).  The actual payment will be determined at the end of the loss sharing agreement term for each of the three FDIC-assisted acquisitions and is based on the negative bid, expected losses, intrinsic loss estimate, and assets covered under loss share.  There was no true up expected from the Community Bank & Trust (“CBT”) or Habersham Bank (“HB”) FDIC-assisted transactions as of June 30, 2013.

 

Note 8—Other Real Estate Owned

 

The following is a summary of information pertaining to OREO at June 30, 2013:

 

(Dollars in thousands)

 

OREO

 

Covered
OREO

 

Total

 

Balance, December 31, 2012

 

$

32,248

 

$

34,257

 

$

66,505

 

Additions

 

15,170

 

12,893

 

28,063

 

Write-downs

 

(2,587

)

(935

)

(3,522

)

Sold

 

(11,345

)

(11,073

)

(22,418

)

Balance, June 30, 2013

 

$

33,486

 

$

35,142

 

$

68,628

 

 

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Table of Contents

 

Note 8—Other Real Estate Owned (Continued)

 

The following is a summary of information pertaining to OREO at June 30, 2012:

 

(Dollars in thousands)

 

OREO

 

Covered
OREO

 

Total

 

Balance, December 31, 2011

 

$

18,022

 

$

65,849

 

$

83,871

 

Acquired in Peoples acquisition

 

7,916

 

 

7,916

 

Additions

 

18,950

 

15,075

 

34,025

 

Write-downs

 

(2,622

)

(6,416

)

(9,038

)

Sold

 

(11,003

)

(21,362

)

(32,365

)

Balance, June 30, 2012

 

$

31,263

 

$

53,146

 

$

84,409

 

 

The covered OREO above is covered pursuant to the FDIC loss share agreements and is presented net of the related fair value discount.  At June 30, 2013, there were 311 properties included in OREO, with 140 uncovered and 171 covered by loss share agreement with the FDIC.  At June 30, 2012, there were 692 properties in OREO, with 134 uncovered and 558 covered by loss share agreement with the FDIC.

 

Note 9 — Deposits

 

The Company’s total deposits are comprised of the following:

 

 

 

June 30,

 

December 31,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2012

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

944,080

 

$

1,062,842

 

$

978,927

 

Interest-bearing demand deposits

 

1,839,220

 

1,911,673

 

1,570,287

 

Non-interest bearing demand deposits

 

1,046,537

 

981,963

 

806,235

 

Savings deposits

 

350,061

 

341,103

 

302,672

 

Other time deposits

 

3,071

 

779

 

2,851

 

Total deposits

 

$

4,182,969

 

$

4,298,360

 

$

3,660,972

 

 

The aggregate amounts of time deposits in denominations of $100,000 or more at June 30, 2013, December 31, 2012, and June 30, 2012 were $398.5 million, $464.6 million and $418.3 million, respectively.  In July of 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) permanently increased the insurance limit on deposit accounts from $100,000 to $250,000.  At June 30, 2013, December 31, 2012, and June 30, 2012, the Company had $116.7 million, $129.6 million, and $128.8 million in certificates of deposits greater than $250,000, respectively.  At June 30, 2013 and December 31, 2012, the Company had $1.3 million and $13.0 million in traditional, out-of-market brokered deposits.  The Company did not have brokered certificates of deposit at June 30, 2012.

 

Note 10 — Retirement Plans

 

The Company and the Bank provide certain retirement benefits to their employees in the form of a non-contributory defined benefit pension plan and an employees’ savings plan.  The non-contributory defined benefit pension plan covers all employees hired on or before December 31, 2005, who have attained age 21, and who have completed a year of eligible service.  Employees hired on or after January 1, 2006 are not eligible to participate in the non-contributory defined benefit pension plan.  On this date, a new benefit formula applies only to participants who have not attained age 45 or who do not have five years of service.

 

Effective July 1, 2009, the Company suspended the accrual of benefits for pension plan participants under the non-contributory defined benefit plan.  The pension plan remained suspended as of June 30, 2013.

 

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Table of Contents

 

Note 10 — Retirement Plans (Continued)

 

The components of net periodic pension expense recognized during the three and six months ended June 30, 2013 and 2012 are as follows:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Interest cost

 

$

(250

)

$

(258

)

$

(500

)

$

(516

)

Expected return on plan assets

 

430

 

407

 

860

 

815

 

Recognized net actuarial loss

 

(301

)

(267

)

(602

)

(534

)

Net periodic pension expense

 

$

(121

)

$

(118

)

$

(242

)

$

(235

)

 

The Company contributed $300,000 and $600,000 to the pension plan for the three and six months ended June 30, 2013, respectively, and anticipates making similar additional contributions during the remainder of the year.

 

Electing employees are eligible to participate in the employees’ savings plan, under the provisions of Internal Revenue Code Section 401(k), after attaining age 21.  Plan participants elect to contribute portions of their annual base compensation as a before tax contribution.  Employer contributions may be made from current or accumulated net profits. Participants may elect to contribute 1% to 50% of annual base compensation as a before tax contribution. Effective September 1, 2012, employees participating in the plan receive a 100% matching of their 401(k) plan contribution, up to 5% of salary. Prior to September 1, 2012, participating employees received a 50% matching of their 401(k) plan contribution, up to 6% of salary.  The Company expensed $748,000 and $342,000 for the 401(k) plan during the three months ended June 30, 2013 and 2012, respectively.  The Company expensed $1.2 million and $667,000 for the 401(k) plan during the six months ended June 30, 2013 and 2012, respectively.

 

Employees hired on January 1, 2006 or thereafter will not participate in the defined benefit pension plan, but are eligible to participate in the employees’ savings plan.

 

Employees can enter the savings plan on or after the first day of each month.  The employee may enter into a salary deferral agreement at any time to select an alternative deferral amount or to elect not to defer in the plan.  If the employee does not elect an investment allocation, the plan administrator will select a retirement-based portfolio according to the employee’s number of years until normal retirement age.  The plan’s investment valuations are generally provided on a daily basis.

 

Note 11 — Earnings Per Share

 

Basic earnings per share are calculated by dividing net income available to common shareholders by the weighted-average shares of common stock outstanding during each period, excluding non-vested shares.  The Company’s diluted earnings per share are based on the weighted-average shares of common stock outstanding during each period plus the maximum dilutive effect of common stock issuable upon exercise of stock options or vesting of restricted shares.  The weighted-average number of shares and equivalents are determined after giving retroactive effect to stock dividends and stock splits.

 

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Table of Contents

 

Note 11 — Earnings Per Share (Continued)

 

The following table sets forth the computation of basic and diluted earnings per share for the three and six months ended June 30, 2013 and 2012:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars and shares in thousands)

 

2013

 

2012

 

2013

 

2012

 

Basic earnings per share:

 

 

 

 

 

 

 

 

 

Net income

 

$

12,532

 

$

8,031

 

$

23,181

 

$

15,059

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares

 

16,790

 

14,651

 

16,804

 

14,260

 

Basic earnings per share

 

$

0.75

 

$

0.55

 

$

1.38

 

$

1.06

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share:

 

 

 

 

 

 

 

 

 

Net income

 

$

12,532

 

$

8,031

 

$

23,181

 

$

15,059

 

 

 

 

 

 

 

 

 

 

 

Weighted-average basic shares

 

16,790

 

14,651

 

16,804

 

14,260

 

Effect of dilutive securities

 

200

 

82

 

182

 

74

 

Weighted-average dilutive shares

 

16,990

 

14,733

 

16,986

 

14,334

 

Diluted earnings per share

 

$

0.74

 

$

0.55

 

$

1.36

 

$

1.05

 

 

The calculation of diluted earnings per share excludes outstanding stock options for which the results would have been antidilutive under the treasury stock method as follows:

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Number of shares

 

21,361

 

141,329

 

21,361

 

155,440

 

Range of exercise prices

 

$41.45-$41.45

 

$31.10 - $40.99

 

$41.45-$41.45

 

$31.10 - $40.99

 

 

Note 12 — Share-Based Compensation

 

The Company’s 1999, 2004, and 2012 share-based compensation programs are long-term retention programs intended to attract, retain, and provide incentives for key employees and non-employee directors in the form of incentive and non-qualified stock options and restricted stock.

 

Stock Options

 

With the exception of non-qualified stock options granted to directors under the 1999, 2004, and 2012 plans, which in some cases may be exercised at any time prior to expiration and in some other cases may be exercised at intervals less than a year following the grant date, incentive stock options granted under the plans may not be exercised in whole or in part within a year following the date of the grant, as these incentive stock options become exercisable in 25% increments pro ratably over the four-year period following the grant date.  The options are granted at an exercise price at least equal to the fair value of the common stock at the date of grant and expire ten years from the date of grant.  No options were granted under the 1999 plan after January 2, 2004, and the 1999 plan is closed other than for any options still unexercised and outstanding.  No options were granted under the 2004 plan after January 26, 2012, and the 2004 plan is closed other than for any options still unexercised and outstanding. The 2012 plan is the only plan from which new share-based compensation grants may be issued.  It is the Company’s policy to grant options out of the 1,684,000 shares registered under the 2012 plan, of which no more than 817,476 shares can be granted as restricted stock or restricted stock units (“RSUs”).

 

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Table of Contents

 

Note 12 — Share-Based Compensation (Continued)

 

Activity in the Company’s stock option plans is summarized in the following table.  All information has been retroactively adjusted for stock dividends and stock splits.

 

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

 

Weighted-

 

Average

 

 

 

 

 

 

 

Average

 

Remaining

 

Aggregate

 

 

 

Number of

 

Exercise

 

Contractual

 

Intrinsic

 

Options 

 

Shares

 

Price

 

Life (Yrs.)

 

Value (000’s)

 

 

 

 

 

 

 

 

 

 

 

Outstanding at January 1, 2013

 

340,140

 

$

31.79

 

 

 

 

 

Granted

 

23,007

 

41.45

 

 

 

 

 

Exercised

 

(20,746

)

28.21

 

 

 

 

 

Expired/Forfeited

 

(1,446

)

22.13

 

 

 

 

 

Outstanding at June 30, 2013

 

340,955

 

32.70

 

4.77

 

$

6,032

 

 

 

 

 

 

 

 

 

 

 

Exercisable at June 30, 2013

 

278,094

 

32.08

 

3.97

 

$

5,091

 

 

 

 

 

 

 

 

 

 

 

Weighted-average fair value of options granted during the year

 

$

15.66

 

 

 

 

 

 

 

 

The fair value of options is estimated at the date of grant using the Black-Scholes option pricing model and expensed over the options’ vesting periods.  The following weighted-average assumptions were used in valuing options issued:

 

 

 

Six Months Ended

 

 

 

June 30,

 

 

 

2013

 

2012

 

 

 

 

 

 

 

Dividend yield

 

1.70%

 

2.10%

 

Expected life

 

6 years

 

6 years

 

Expected volatility

 

42%

 

46%

 

Risk-free interest rate

 

1.02%

 

1.06%

 

 

As of June 30, 2013, there was $661,000 of total unrecognized compensation cost related to nonvested stock option grants under the plans.  The cost is expected to be recognized over a weighted-average period of 1.46 years as of June 30, 2013.  The total fair value of shares vested during the six months ended June 30, 2013 was $397,000.

 

Restricted Stock

 

The Company from time-to-time also grants shares of restricted stock to key employees and non-employee directors.  These awards help align the interests of these employees and directors with the interests of the shareholders of the Company by providing economic value directly related to increases in the value of the Company’s stock.  The value of the stock awarded is established as the fair market value of the stock at the time of the grant.  The Company recognizes expenses, equal to the total value of such awards, ratably over the vesting period of the stock grants.  Restricted stock grants to employees typically “cliff vest” after four years.  Grants to non-employee directors typically vest within a 12-month period.

 

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Table of Contents

 

Note 12 — Share-Based Compensation (Continued)

 

Nonvested restricted stock for the six months ended June 30, 2013 is summarized in the following table.  All information has been retroactively adjusted for stock dividends and stock splits.

 

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

 

 

Grant-Date

 

Restricted Stock 

 

Shares

 

Fair Value

 

 

 

 

 

 

 

Nonvested at January 1, 2013

 

172,847

 

$

30.84

 

Granted

 

76,754

 

42.04

 

Vested

 

(7,575

)

32.82

 

Forfeited

 

(519

)

41.10

 

Nonvested at June 30, 2013

 

241,507

 

34.31

 

 

As of June 30, 2013, there was $5.7 million of total unrecognized compensation cost related to nonvested restricted stock granted under the plans.  This cost is expected to be recognized over a weighted-average period of 3.28 years as of June 30, 2013.  The total fair value of shares vested during the six months ended June 30, 2013 was $249,000.

 

Restricted Stock Units

 

The Company from time-to-time also grants performance RSUs to key employees.  These awards help align the interests of these employees with the interests of the shareholders of the Company by providing economic value directly related to the performance of the Company.  Performance RSU grants contain a three year performance period. The Company communicates threshold, target, and maximum performance RSU awards and performance targets to the applicable key employees at the beginning of a performance period. Dividends are not paid in respect to the awards during the performance period.  The value of the RSUs awarded is established as the fair market value of the stock at the time of the grant.  The Company recognizes expenses on a straight-line basis typically over three years based upon the probable performance target that will be met. For the six months ended June 30, 2013, the Company accrued at the target RSU award level, or for 70.9% of the RSUs granted, based on Management’s expectations of performance.

 

Nonvested RSUs for the six months ended June 30, 2013 is summarized in the following table.

 

 

 

 

 

Weighted-

 

 

 

 

 

Average

 

 

 

 

 

Grant-Date

 

Restricted Stock Units 

 

Shares

 

Fair Value

 

 

 

 

 

 

 

Nonvested at January 1, 2013

 

 

$

 

Granted

 

36,876

 

50.45

 

Nonvested at June 30, 2013

 

36,876

 

50.45

 

 

As of June 30, 2013, there was $1.6 million of total unrecognized compensation cost related to nonvested RSUs granted under the plan.  This cost is expected to be recognized over a weighted-average period of 2.50 years as of June 30, 2013.

 

36



Table of Contents

 

Note 13 — Commitments and Contingent Liabilities

 

In the normal course of business, the Company makes various commitments and incurs certain contingent liabilities, which are not reflected in the accompanying financial statements.  The commitments and contingent liabilities include guarantees, commitments to extend credit, and standby letters of credit.  At June 30, 2013, commitments to extend credit and standby letters of credit totaled $878.4 million.  The Company does not anticipate any material losses as a result of these transactions.

 

The Company has been named as defendant in various legal actions, arising from its normal business activities, in which damages in various amounts are claimed. The Company is also exposed to litigation risk related to the prior business activities of banks acquired through whole bank acquisitions as well as banks from which assets were acquired and liabilities assumed in FDIC-assisted transactions. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of management, any such liability will not have a material effect on the Company’s consolidated financial statements.

 

Note 14 — Fair Value

 

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States, and enhances disclosures about fair value measurements. FASB ASC 820 clarifies that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions.

 

The Company utilizes fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. Available for sale securities and derivative contracts are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as loans held for sale, impaired loans, OREO, and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

 

FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

 

Level 1

Observable inputs such as quoted prices in active markets;

Level 2

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3

Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

 

The following is a description of valuation methodologies used for assets recorded at fair value.

 

Investment Securities

 

Securities available for sale are valued on a recurring basis at quoted market prices where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable securities. Level 1 securities include those traded on an active exchange, such as the New York Stock Exchange and The NASDAQ Stock Market, or U.S. Treasury securities that are traded by dealers or brokers in active over-the-counter markets and money market funds. Level 2 securities include mortgage-backed securities and debentures issued by government sponsored entities, municipal bonds and corporate debt securities.  Securities held to maturity are valued at quoted market prices or dealer quotes similar to securities available for sale. The carrying value of FHLB stock approximates fair value based on the redemption provisions. The Level 3 security is an unrated single-issue private placement bond that was acquired in the Savannah transaction. This security is considered a Level 3 because there is not an active market for the security. Management considers the credit quality of the underlying issuer in determining the fair value of the security. During the second quarter of 2013, the issuer paid off the security for $3.8 million and the Company realized a $31,000 gain on the payoff of the security.

 

Mortgage Loans Held for Sale

 

Mortgage loans held for sale are carried at the lower of cost or market value. The fair values of mortgage loans held for sale are based on commitments on hand from investors within the secondary market for loans with similar characteristics. As such, the fair value adjustments for mortgage loans held for sale are nonrecurring Level 2.

 

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Table of Contents

 

Note 14 — Fair Value (Continued)

 

Loans

 

The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan may be considered impaired and an allowance for loan losses may be established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment using estimated fair value methodologies. The fair value of impaired loans is estimated using one of several methods, including collateral value, market value of similar debt, enterprise value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At June 30, 2013, substantially all of the impaired loans were evaluated based on the fair value of the collateral because such loans were considered collateral dependent. Impaired loans, where an allowance is established based on the fair value of collateral, require classification in the fair value hierarchy. When the fair value of the collateral is based on an observable market price or a current appraised value, the Company considers the impaired loan as nonrecurring Level 2. When an appraised value is not available or management determines the fair value of the collateral is further impaired below the appraised value and there is no observable market price, the Company considers the impaired loan as nonrecurring Level 3.

 

Other Real Estate Owned (“OREO”)

 

Typically non-covered OREO, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs (Level 2). However, both non-covered and covered OREO are considered Level 3 in the fair value hierarchy because management has qualitatively applied a discount due to the size, supply of inventory, and the incremental discounts applied to the appraisals. Management also considers other factors, including changes in absorption rates, length of time the property has been on the market and anticipated sales values, which have resulted in adjustments to the collateral value estimates indicated in certain appraisals.  At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and generally any subsequent adjustments to the value are recorded as a component of OREO expense, net of any FDIC indemnification proceeds in the case of covered OREO.

 

Derivative Financial Instruments

 

Fair value is estimated using pricing models of derivatives with similar characteristics; accordingly, the derivatives are classified within Level 2 of the fair value hierarchy (see Note 16—Derivative Financial Instruments for additional information).

 

38



Table of Contents

 

Note 14 — Fair Value (Continued)

 

Assets and Liabilities Recorded at Fair Value on a Recurring Basis

 

The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis.

 

 

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

In Active

 

Significant

 

 

 

 

 

 

 

Markets

 

Other

 

Significant

 

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

 

 

 

 

Assets

 

Inputs

 

Inputs

 

(Dollars in thousands)

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

June 30, 2013:

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

212

 

$

 

$

212

 

$

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

96,359

 

 

96,359

 

 

State and municipal obligations

 

139,513

 

 

139,513

 

 

Mortgage-backed securities

 

275,018

 

 

275,018

 

 

Corporate stocks

 

457

 

432

 

25

 

 

Total securities available for sale

 

511,347

 

432

 

510,915

 

 

 

 

$

511,559

 

$

432

 

$

511,127

 

$

 

Liabilities

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

1,262

 

$

 

$

1,262

 

$

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012:

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

312

 

$

 

$

312

 

$

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

88,518

 

 

88,518

 

 

State and municipal obligations

 

152,799

 

 

148,948

 

3,851

 

Mortgage-backed securities

 

293,187

 

 

293,187

 

 

Corporate stocks

 

379

 

354

 

25

 

 

Total securities available for sale

 

534,883

 

354

 

530,678

 

3,851

 

 

 

$

535,195

 

$

354

 

$

530,990

 

$

3,851

 

Liabilities

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

1,813

 

$

 

$

1,813

 

$

 

 

 

 

 

 

 

 

 

 

 

June 30, 2012:

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

65,265

 

$

 

$

65,265

 

$

 

State and municipal obligations

 

138,463

 

 

138,463

 

 

Mortgage-backed securities

 

274,122

 

 

274,122

 

 

FHLMC preferred stock

 

259

 

 

259

 

 

Corporate stocks

 

363

 

338

 

25

 

 

Total securities available for sale

 

$

478,472

 

$

338

 

$

478,134

 

$

 

Liabilities

 

 

 

 

 

 

 

 

 

Derivative financial instruments

 

$

1,514

 

$

 

$

1,514

 

$

 

 

39



Table of Contents

 

Note 14 — Fair Value (Continued)

 

Changes in Level 1, 2 and 3 Fair Value Measurements

 

There were no transfers between the fair value hierarchy levels during the six months ended June 30, 2013 and 2012.

 

When a determination is made to classify a financial instrument within Level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement.  However, since Level 3 financial instruments typically include, in addition to the unobservable or Level 3 components, observable components (that is, components that are actively quoted and can be validated to external sources), the gains and losses below include changes in fair value due in part to observable factors that are part of the valuation methodology.

 

There were no changes in hierarchy classifications of Level 3 assets or liabilities for the six months ended June 30, 2012.  A reconciliation of the beginning and ending balances of Level 3 assets and liabilities recorded at fair value on a recurring basis for the six months ended June 30, 2013 is as follows:

 

(Dollars in thousands)

 

Assets

 

Liabilities

 

 

 

 

 

 

 

Fair value, January 1, 2013

 

$

3,851

 

$

 

Change in unrealized loss recognized in other comprehensive income

 

 

 

Total realized losses included in income

 

 

 

Other-than-temporary impairment losses recognized in income

 

 

 

Purchases, issuances and settlements, net

 

(3,851

)

 

Transfers in and/or out of level 3

 

 

 

Fair value, June 30, 2013

 

$

 

$

 

 

There were no unrealized losses included in accumulated other comprehensive income related to Level 3 financial assets and liabilities at June 30, 2013 or 2012.

 

Assets and Liabilities Recorded at Fair Value on a Nonrecurring Basis

 

The tables below present the recorded amount of assets and liabilities measured at fair value on a nonrecurring basis:

 

 

 

 

 

Quoted Prices

 

 

 

 

 

 

 

 

 

In Active

 

Significant

 

 

 

 

 

 

 

Markets

 

Other

 

Significant

 

 

 

 

 

for Identical

 

Observable

 

Unobservable

 

 

 

 

 

Assets

 

Inputs

 

Inputs

 

(Dollars in thousands)

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)

 

June 30, 2013:

 

 

 

 

 

 

 

 

 

OREO

 

$

52,638

 

$

 

$

 

$

52,638

 

Non-acquired impaired loans

 

5,564

 

 

 

5,564

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012:

 

 

 

 

 

 

 

 

 

OREO

 

$

66,505

 

$

 

$

 

$

66,505

 

Non-acquired impaired loans

 

42,356

 

 

 

42,356

 

 

 

 

 

 

 

 

 

 

 

June 30, 2012:

 

 

 

 

 

 

 

 

 

OREO

 

$

63,360

 

$

 

$

 

$

63,360

 

Non-acquired impaired loans

 

12,317

 

 

 

12,317

 

 

40



Table of Contents

 

Note 14 — Fair Value (Continued)

 

Quantitative Information about Level 3 Fair Value Measurements

 

 

 

 

 

 

 

General Range

 

 

 

Valuation Technique

 

Unobservable Input

 

(Weighted Average)

 

Nonrecurring measurements:

 

 

 

 

 

 

 

Impaired loans

 

Discounted appraisals

 

Collateral discounts

 

0-25% (8.33%)

 

OREO

 

Discounted appraisals

 

Collateral discounts and estimated costs to sell

 

0-50% (32.83%)

 

 

Fair Value of Financial Instruments

 

The following methods and assumptions were used by the Company in estimating its fair value disclosures for 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 models are significantly affected by the assumptions used, including the discount rates and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. The use of different methodologies may have a material effect on the estimated fair value amounts. The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2013, December 31, 2012 and June 30, 2012. Such amounts have not been revalued for purposes of these consolidated financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

 

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

 

Cash and Cash Equivalents — The carrying amount is a reasonable estimate of fair value.

 

Investment Securities — Securities held to maturity are valued at quoted market prices or dealer quotes.  The carrying value of FHLB stock approximates fair value based on the redemption provisions.  The carrying value of the Company’s investment in unconsolidated subsidiaries approximates fair value.  See Note 5—Investment Securities for additional information, as well as page 37 regarding fair value.

 

Loans — For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans (e.g., one-to-four family residential) and other consumer loans are estimated using discounted cash flow analyses based on the Company’s current rates offered for new loans of the same type, structure and credit quality. Fair values for other loans (e.g., commercial real estate and investment property mortgage loans, commercial and industrial loans) are estimated using discounted cash flow analyses, using interest rates currently being offered by the Company for loans with similar terms to borrowers of similar credit quality. Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

 

FDIC Receivable for Loss Share Agreements — The fair value is estimated based on discounted future cash flows using current discount rates.

 

Deposit Liabilities — The fair values disclosed for demand deposits (e.g., interest and non-interest bearing checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts, and certificates of deposit approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits.

 

Federal Funds Purchased and Securities Sold Under Agreements to Repurchase — The carrying amount of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings maturing within ninety days approximate their fair values.

 

Other Borrowings — The fair value of other borrowings is estimated using discounted cash flow analysis on the Company’s current incremental borrowing rates for similar types of instruments.

 

Accrued Interest — The carrying amounts of accrued interest approximate fair value.

 

41



Table of Contents

 

Note 14 — Fair Value (Continued)

 

Commitments to Extend Credit, Standby Letters of Credit and Financial Guarantees — The fair values of commitments to extend credit are estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of guarantees and letters of credit are based on fees currently charged for similar agreements or on the estimated costs to terminate them or otherwise settle the obligations with the counterparties at the reporting date.

 

The estimated fair value, and related carrying amount, of the Company’s financial instruments are as follows:

 

 

 

Carrying

 

Fair

 

 

 

 

 

 

 

(Dollars in thousands)

 

Amount

 

Value

 

Level 1

 

Level 2

 

Level 3

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

436,481

 

$

436,481

 

$

436,481

 

$

 

$

 

Investment securities

 

531,579

 

532,199

 

8,237

 

523,962

 

 

Loans, net of allowance for loan losses, and loans held for sale

 

3,565,193

 

3,578,267

 

 

47,980

 

3,530,287

 

FDIC receivable for loss share agreements

 

104,048

 

64,569

 

 

 

64,569

 

Accrued interest receivable

 

9,801

 

9,801

 

 

2,846

 

6,955

 

Interest rate swap — non-designated hedge

 

212

 

212

 

 

212

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

4,182,969

 

4,049,826

 

 

4,049,826

 

 

Federal funds purchased and securities sold under agreements to repurchase

 

262,447

 

262,447

 

 

262,447

 

 

Other borrowings

 

54,372

 

55,719

 

 

55,719

 

 

Accrued interest payable

 

1,391

 

1,391

 

 

1,391

 

 

Interest rate swap — cash flow hedge

 

1,050

 

1,050

 

 

1,050

 

 

Interest rate swap — non-designated hedge

 

212

 

212

 

 

212

 

 

Off balance sheet financial instruments:

 

 

 

 

 

 

 

 

 

 

 

Commitments to extend credit

 

 

3,339

 

 

3,339

 

 

Standby letters of credit and financial guarantees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

380,730

 

$

380,730

 

$

380,730

 

$

 

$

 

Investment securities

 

560,091

 

561,204

 

10,122

 

547,231

 

3,851

 

Loans, net of allowance for loan losses, and loans held for sale

 

3,634,514

 

3,665,070

 

 

65,279

 

3,599,791

 

FDIC receivable for loss share agreements

 

146,171

 

101,898

 

 

 

101,898

 

Accrued interest receivable

 

8,190

 

8,190

 

 

8,190

 

 

Interest rate swap — non-designated hedge

 

312

 

312

 

 

312

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

4,298,360

 

4,216,800

 

 

4,216,800

 

 

Federal funds purchased and securities sold under agreements to repurchase

 

238,621

 

238,621

 

 

238,621

 

 

Other borrowings

 

54,897

 

57,903

 

 

57,903

 

 

Accrued interest payable

 

2,045

 

2,045

 

 

2,045

 

 

Interest rate swap — cash flow hedge

 

1,501

 

1,501

 

 

1,501

 

 

Interest rate swap — non-designated hedge

 

312

 

312

 

 

312

 

 

Off balance sheet financial instruments:

 

 

 

 

 

 

 

 

 

 

 

Commitments to extend credit

 

 

7,371

 

 

7,371

 

 

Standby letters of credit and financial guarantees

 

 

 

 

 

 

 

42



Table of Contents

 

Note 14 — Fair Value (Continued)

 

 

 

Carrying

 

Fair

 

 

 

 

 

 

 

(Dollars in thousands)

 

Amount

 

Value

 

Level 1

 

Level 2

 

Level 3

 

June 30, 2012

 

 

 

 

 

 

 

 

 

 

 

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

309,919

 

$

309,919

 

$

309,919

 

$

 

$

 

Investment securities

 

511,138

 

512,312

 

16,436

 

495,876

 

 

Loans, net of allowance for loan losses, and loans held for sale

 

3,000,752

 

3,043,546

 

 

42,525

 

3,001,021

 

FDIC receivable for loss share agreements

 

200,569

 

118,431

 

 

 

118,431

 

Accrued interest receivable

 

10,393

 

10,393

 

 

10,393

 

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

3,660,972

 

3,633,642

 

 

3,633,642

 

 

Federal funds purchased and securities sold under agreements to repurchase

 

220,264

 

220,264

 

 

220,264

 

 

Other borrowings

 

46,105

 

48,296

 

 

48,296

 

 

Accrued interest payable

 

2,344

 

2,344

 

 

2,344

 

 

Interest rate swap — cash flow hedge

 

1,514

 

1,514

 

 

1,514

 

 

Off balance sheet financial instruments:

 

 

 

 

 

 

 

 

 

 

 

Commitments to extend credit

 

 

11,809

 

 

11,809

 

 

Standby letters of credit and financial guarantees

 

 

 

 

 

 

 

Note 15 — Accumulated Other Comprehensive Income

 

The changes in each components of accumulated other comprehensive income, net of tax, were as follows:

 

 

 

 

 

Unrealized Gains

 

 

 

 

 

 

 

 

 

and Losses

 

Gains and

 

 

 

 

 

 

 

on Securities

 

Losses on

 

 

 

 

 

Benefit

 

Available

 

Cash Flow

 

 

 

(Dollars in thousands)

 

Plans

 

for Sale

 

Hedges

 

Total

 

Balance at December 31, 2012

 

$

(7,458

)

$

8,764

 

$

(930

)

$

376

 

Other comprehensive income (loss) before reclassifications

 

 

(10,248

)

186

 

(10,062

)

Amounts reclassified from accumulated other comprehensive income

 

 

 

95

 

95

 

Net comprehensive income (loss)

 

 

(10,248

)

281

 

(9,967

)

Balance at June 30, 2013

 

$

(7,458

)

$

(1,484

)

$

(649

)

$

(9,591

)

 

The table below presents the reclassifications out of accumulated other comprehensive income, net of tax, for the six months ended June 30, 2013:

 

 

 

Amount Reclassified from

 

 

 

Accumulated Other Comprehensive 

 

Accumulated Other

 

 

 

Income Component

 

Comprehensive Income

 

Income Statement Line Item Affected

 

 

 

 

 

 

 

Gains and losses on cash flow hedges:

 

 

 

 

 

 

Interest rate contracts

 

$

153

 

Interest expense

 

 

 

(58

)

Provision for income taxes

 

 

 

95

 

Net income

 

 

 

 

 

 

 

Total reclassifications for the period

 

$

95

 

 

 

 

43



Table of Contents

 

Note 16 — Derivative Financial Instruments

 

The Company is exposed to interest rate risk in the course of its business operations and manages a portion of this risk through the use of a derivative financial instrument in the form of an interest rate swap (cash flow hedge). The Company accounts for its interest rate swap in accordance with FASB ASC 815, Derivatives and Hedging, which requires that all derivatives be recognized as assets or liabilities in the balance sheet at fair value. For more information regarding the fair value of the Company’s derivative financial instruments, see Note 14 to these financial statements.

 

The Company utilizes the interest rate swap agreement to convert a portion of its variable-rate debt to a fixed rate (cash flow hedge). For derivatives designated as hedging exposure to variable cash flows of a forecasted transaction (cash flow hedge), the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated. The ineffective portion of the gain or loss is reported in earnings immediately. For derivatives that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

 

In applying hedge accounting for derivatives, the Company establishes a method for assessing the effectiveness of the hedging derivative and a measurement approach for determining any ineffective aspect of the hedge upon the inception of the hedge.

 

Cash Flow Hedge of Interest Rate Risk

 

During 2009, the Company entered into a forward starting interest rate swap agreement with a notional amount of $8.0 million to manage interest rate risk due to periodic rate resets on its junior subordinated debt issued by SCBT Capital Trust II, an unconsolidated subsidiary of the Company established for the purpose of issuing trust preferred securities. The Company hedges the variable rate cash flows of subordinated debt against future interest rate increases by using an interest rate swap to effectively fix the rate on the debt beginning on June 15, 2010, at which time the debt contractually converted from a fixed interest rate to a variable interest rate. This hedge expires on June 15, 2019. The notional amount on which the interest payments are based will not be exchanged. This derivative contract calls for the Company to pay a fixed rate of 4.06% on $8.0 million notional amount and receive a variable rate of three-month LIBOR on the $8.0 million notional amount.

 

The Company recognized an after-tax unrealized gain on its cash flow hedge in other comprehensive income of $218,000 and $281,000 for the three and six months ended June 30, 2013, respectively. The Company recognized an after-tax unrealized loss on its cash flow hedge in other comprehensive income of $144,000 and $76,000 for the three and six months ended June 30, 2012, respectively. The Company recognized a $1.0 million and a $1.5 million cash flow hedge liability in other liabilities on the balance sheet at June 30, 2013 and 2012, respectively. There was no ineffectiveness in the cash flow hedge during the six months ended June 30, 2013 and 2012.

 

Credit risk related to the derivative arises when amounts receivable from the counterparty (derivative dealer) exceed those payable. The Company controls the risk of loss by only transacting with derivative dealers that are national market makers whose credit ratings are strong. Each party to the interest rate swap is required to provide collateral in the form of cash or securities to the counterparty when the counterparty’s exposure to a mark-to-market replacement value exceeds certain negotiated limits. These limits are typically based on current credit ratings and vary with ratings changes.  As of June 30, 2013 and 2012, the Company was required to provide $1.1 million and $1.6 million of collateral, respectively, which is included in cash and cash equivalents on the balance sheet as interest-bearing deposits with banks. Also, the Company has a netting agreement with the counterparty.

 

Non-designated Hedges of Interest Rate Risk

 

As of June 30, 2013, the Company has two interest rate swap contracts that were classified as non-designated hedges that were acquired through the merger transaction with Savannah.   These derivatives are not designated as hedges and are not speculative in nature.  One of the derivatives is an interest rate swap that was executed with a commercial borrower to facilitate a respective risk management strategy and allow the customer to pay a fixed rate of interest to the Company.  This interest rate swap was simultaneously hedged by executing an offsetting interest rate swap that was entered into with a third party to minimize the net risk exposure to the Company resulting from the transactions and allow the Company to receive a variable rate of interest.

 

The interest rate swap contract with the commercial borrower requires the borrower to pay or receive from the Company an amount equal to and offsetting the value of the interest rate swap.  If the commercial borrower fails to perform and the market value for the interest rate swap with the third party is negative (net liability position), the Company would be obligated to pay the settlement amount for the financial derivative.  If the market value for the interest rate swap with the third party is positive (net asset position), the Company would receive a payment for the settlement amount for the financial derivative.  The settlement amount is determined by the fluctuation of interest rates.

 

44



Table of Contents

 

Note 16 — Derivative Financial Instruments (Continued)

 

As the interest rate swaps associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings.  As of June 30, 2013, the interest rate swaps had an aggregate notional amount of approximately $4.5 million and the fair value of these two offsetting interest rate swap derivatives are recorded in other assets and in other liabilities for $212,000 on the balance sheet.  The net effect of recording the derivatives at fair value through earnings was immaterial to the Company’s financial condition and results of operations during 2013.

 

The Company also has an agreement with the third party in this derivative relationship that contains a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.  As of June 30, 2013, the fair value of the interest rate swap derivative with the third party was in a net liability position of $212,000, which excludes any adjustment for nonperformance risk, related to these agreements.  As of June 30, 2013, SCBT was required to provide $354,000 of collateral, which is included in cash and cash equivalents on the balance sheet as interest-bearing deposits with banks.  If the Company had breached any of these provisions at June 30, 2013, it would have been required to settle its obligations under the agreements at the termination value, $218,000 at June 30, 2013.

 

Note 17 — Capital Ratios

 

The Company is subject to certain risk-based capital guidelines. Certain ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted to reflect credit risk. Under the guidelines promulgated by the Federal Reserve, which are substantially similar to those of the FDIC, Tier 1 risk-based capital must be at least 4% of risk-weighted assets, while total risk-based capital must be at least 8% of risk-weighted assets.

 

In conjunction with the risk-based capital ratios, the regulatory agencies have also prescribed a leverage capital ratio for assessing capital adequacy.

 

The Company’s capital adequacy ratios are reflected below (the name has not been changed since there were bank call reports and bank holding company filings for both entities (Old SCBT Financial Corporation and Old First Financial Holding, Inc.) filed as of the respective dates below):

 

 

 

June 30,

 

December 31,

 

June 30,

 

 

 

2013

 

2012

 

2012

 

 

 

 

 

 

 

 

 

SCBT Financial Corporation:

 

 

 

 

 

 

 

Tier 1 risk-based capital

 

13.61

%

12.73

%

13.82

%

Total risk-based capital

 

14.87

%

13.99

%

15.09

%

Tier 1 leverage

 

9.22

%

9.87

%

9.24

%

 

 

 

 

 

 

 

 

SCBT:

 

 

 

 

 

 

 

Tier 1 risk-based capital

 

13.28

%

12.51

%

13.62

%

Total risk-based capital

 

14.54

%

13.78

%

14.89

%

Tier 1 leverage

 

9.00

%

9.70

%

9.12

%

 

Note 18 — Subsequent Events

 

First Financial Acquisition

 

On July 26, 2013, the Company completed the previously announced acquisition of First Financial Holdings, Inc. (“First Financial”), of Charleston, South Carolina, the bank holding company for First Federal Bank (“First Federal”). Other First Financial subsidiaries include First Southeast 401(k) Fiduciaries, Inc., a registered investment advisor, and First Southeast Investor Services, Inc., a registered broker-dealer.  At June 30, 2013, First Financial reported $3.2 billion in total assets, $2.4 billion in loans and $2.5 billion in deposits.  First Federal has a total of 65 branches that serve individuals and businesses throughout coastal South Carolina, Florence and Greenville, South Carolina and Wilmington, North Carolina. With the completion of the merger, the Company changed its name from “SCBT Financial Corporation” to “First Financial Holdings, Inc.” The Company’s common stock will continue to trade under the symbol SCBT on the NASDAQ Global Select Market.

 

45



Table of Contents

 

Note 18 — Subsequent Events (Continued)

 

Under the terms of the Agreement and Plan of Merger (the “Merger Agreement”), First Financial’s shareholders received aggregate consideration of 7,017,428 shares of SCBT common stock plus cash in lieu of fractional shares of $49,000.  In addition, all outstanding “in the money” stock options will receive cash in the amount of $554,000.  The stock consideration is based upon a fixed exchange ratio of 0.4237 shares of SCBT common stock for each of the outstanding shares of First Financial’s common stock, which as of July 26, 2013 totaled 16,564,380 shares of common stock.  Each outstanding share of First Financial Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“First Financial Preferred Stock”), was converted into the right to receive one share of preferred stock of SCBT, designated Series A Fixed Rate Cumulative Perpetual Preferred Stock and having such rights, preferences and privileges as are not materially less favorable than the rights, preferences and privileges of the First Financial Preferred Stock.  The common stock consideration was valued at closing based upon SCBT’s closing stock price on the last trading date prior to the date of acquisition, or $54.34 per share.  Based on this closing stock price, the common stock consideration was valued at approximately $381.4 million in the aggregate or $23.02 per fully diluted First Financial share.  The aggregate consideration given by SCBT for First Financial was approximately $446.9 million, which included $65.0 million in preferred stock.

 

In addition, immediately after the consummation of the merger, the Company paid off all $233.0 million in outstanding borrowings from the Federal Home Loan Bank (“FHLB”) of Atlanta.  The total paid to the FHLB was $255.9 million, which included $21.8 million in prepayment fee and accrued and unpaid interest of $1.1 million.  The average blended interest rate of these borrowings was approximately 3.82% at the time of repayment.

 

The acquisition will be accounted for under the acquisition method of accounting in accordance with ASC 805, Business Combinations.  Both the purchased assets and liabilities assumed will be recorded at their respective acquisition date fair values. Determining the fair value of assets and liabilities, especially the loan portfolio and foreclosed real estate, is a complicated process involving significant judgment regarding estimates and assumptions used to calculate estimated fair values.  Accordingly, the initial accounting for the First Financial merger is currently incomplete.  The Company expects to record goodwill in connection with the transaction during the three months ending September 30, 2013; however, since the initial purchase accounting adjustments have not been finalized, the Company is unable to provide the amount or a range of the ultimate goodwill, or the estimated fair values of the acquired assets and liabilities of First Financial at the present time.  Therefore, pro forma financial information is not considered meaningful or currently practical for purposes of these consolidated financial statements.

 

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Item 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations relates to the financial statements contained in this Quarterly Report beginning on page 1.  For further information, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Annual Report on Form 10-K for the year ended December 31, 2012.

 

Overview

 

We are a bank holding company headquartered in Columbia, South Carolina, and were incorporated under the laws of South Carolina in 1985.  We provide a wide range of banking services and products to our customers through our wholly-owned bank subsidiary, SCBT (the “Bank”), a South Carolina-chartered commercial bank that opened for business in 1934.  We operate as NCBT, a division of the Bank, in Mecklenburg County of North Carolina, Community Bank & Trust (“CBT”), a division of the Bank, in northeast Georgia, and The Savannah Bank (“Savannah”), a division of the Bank, in coastal Georgia.  Minis & Company, Inc., is a registered investment advisory firm and a subsidiary of the Bank which provides asset and wealth management services along with our trust and investment services group.  We do not engage in any significant operations other than the ownership of our banking subsidiary.

 

At June 30, 2013, we had approximately $5.0 billion in assets and 1,304 full-time equivalent employees.  Through the Bank, we provide our customers with checking accounts, NOW accounts, savings and time deposits of various types, brokerage services and alternative investment products such as annuities and mutual funds, trust and asset management services, business loans, agriculture loans, real estate loans, personal use loans, home improvement loans, automobile loans, credit cards, letters of credit, home equity lines of credit, safe deposit boxes, bank money orders, wire transfer services, correspondent banking services, and use of ATM facilities.

 

We have pursued, and continue to pursue, a growth strategy that focuses on organic growth, supplemented by acquisition of select financial institutions, branches, or failed bank assets and liabilities in certain market areas.

 

The following discussion describes our results of operations for the quarter ended June 30, 2013 as compared to the quarter ended June 30, 2012 and also analyzes our financial condition as of June 30, 2013 as compared to December 31, 2012 and June 30, 2012.  Like most financial institutions, we derive most of our income from interest we receive on our loans and investments.  Our primary source of funds for making these loans and investments is our deposits, on which we may pay interest.  Consequently, one of the key measures of our success is the amount of our net interest income, or the difference between the income on our interest-earning assets, such as loans and investments, and the expense on our interest-bearing liabilities, such as deposits.  Another key measure is the spread between the yield we earn on these interest-earning assets and the rate we pay on our interest-bearing liabilities.

 

Of course, there are risks inherent in all loans, so we maintain an allowance for loan losses (sometimes referred to as “ALLL”) to absorb probable losses on existing loans that may become uncollectible.  We establish and maintain this allowance by charging a provision for loan losses against our operating earnings.  In the following section, we have included a detailed discussion of this process.

 

In addition to earning interest on our loans and investments, we earn income through fees and other expenses we charge to our customers.  We describe the various components of this noninterest income, as well as our noninterest expense, in the following discussion.

 

The following section also identifies significant factors that have affected our financial position and operating results during the periods included in the accompanying financial statements.  We encourage you to read this discussion and analysis in conjunction with the financial statements and the related notes and the other statistical information also included in this report.

 

Recent Events

 

First Financial Holdings, Inc. Acquisition

 

On July 26, 2013, the Company completed the previously announced merger with First Financial of Charleston, South Carolina, the bank holding company for First Federal. In connection with the completion of the merger, the Company changed its name from “SCBT Financial Corporation” to “First Financial Holdings, Inc.” The Company’s common stock will continue to trade under the symbol SCBT on the NASDAQ Global Select Market.  See Note 18 —Subsequent Events for additional information on the First Financial merger.

 

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Critical Accounting Policies

 

We have established various accounting policies that govern the application of accounting principles generally accepted in the United States in the preparation of our financial statements.  Significant accounting policies are described in Note 1 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012.  These policies may involve significant judgments and estimates that have a material impact on the carrying value of certain assets and liabilities.  Different assumptions made in the application of these policies could result in material changes in our financial position and results of operations.

 

Allowance for Loan Losses

 

The allowance for loan losses reflects the estimated losses that will result from the inability of our bank’s borrowers to make required loan payments.  In determining an appropriate level for the allowance, we identify portions applicable to specific loans as well as providing amounts that are not identified with any specific loan but are derived with reference to actual loss experience, loan types, loan volumes, economic conditions, and industry standards.  Changes in these factors may cause our estimate of the allowance to increase or decrease and result in adjustments to the provision for loan losses.  See “Note 6 — Loans and Allowance for Loan Losses” in this 10-Q, “Provision for Loan Losses and Nonperforming Assets” in this MD&A and “Allowance for Loan Losses” in Note 1 to the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2012 for further detailed descriptions of our estimation process and methodology related to the allowance for loan losses.

 

Goodwill and Other Intangible Assets

 

Goodwill represents the excess of the purchase price over the sum of the estimated fair values of the tangible and identifiable intangible assets acquired less the estimated fair value of the liabilities assumed.  As of June 30, 2013, December 31, 2012 and June 30, 2012, the balance of goodwill was $100.2 million, $100.2 million, and $66.5 million, respectively.  Goodwill has an indefinite useful life and is evaluated for impairment annually or more frequently if events and circumstances indicate that the asset might be impaired.  An impairment loss is recognized to the extent that the carrying amount exceeds the asset’s fair value. The goodwill impairment analysis is a two-step test. The first step, used to identify potential impairment, involves comparing each reporting unit’s estimated fair value to its carrying value, including goodwill.  If the estimated fair value of a reporting unit exceeds its carrying value, goodwill is considered not to be impaired.  If the carrying value exceeds estimated fair value, there is an indication of potential impairment and the second step is performed to measure the amount of impairment.

 

If required, the second step involves calculating an implied fair value of goodwill for each reporting unit for which the first step indicated impairment.  The implied fair value of goodwill is determined in a manner similar to the amount of goodwill calculated in a business combination, by measuring the excess of the estimated fair value of the reporting unit, as determined in the first step, over the aggregate estimated fair values of the individual assets, liabilities and identifiable intangibles as if the reporting unit was being acquired in a business combination.  If the implied fair value of goodwill exceeds the carrying value of goodwill assigned to the reporting unit, there is no impairment.  If the carrying value of goodwill assigned to a reporting unit exceeds the implied fair value of the goodwill, an impairment charge is recorded for the excess.  An impairment loss cannot exceed the carrying value of goodwill assigned to a reporting unit, and the loss establishes a new basis in the goodwill. Subsequent reversal of goodwill impairment losses is not permitted.   Management has determined that the Company has one reporting unit.

 

Our stock price has historically traded above its book value and tangible book value.  The lowest trading price during the first six months of 2013, as reported by the NASDAQ Global Select Market, was $39.56 per share, and the stock price closed on June 30, 2013 at $50.39, which is above book value and tangible book value.  In the event our stock was to consistently trade below its book value during the reporting period, we would consider performing an evaluation of the carrying value of goodwill as of the reporting date.  Such a circumstance would be one factor in our evaluation that could result in an eventual goodwill impairment charge.  We evaluated the carrying value of goodwill as of April 30, 2013, our annual test date, and determined that no impairment charge was necessary.  Additionally, should our future earnings and cash flows decline and/or discount rates increase, an impairment charge to goodwill and other intangible assets may be required.

 

Core deposit intangibles consist of costs that resulted from the acquisition of deposits from other financial institutions or the estimated fair value of these assets acquired through business combinations.  Core deposit intangibles represent the estimated value of long-term deposit relationships acquired in these transactions.  These costs are amortized over the estimated useful lives of the deposit accounts acquired on a method that we believe reasonably approximates the anticipated benefit stream from the accounts.  The estimated useful lives are periodically reviewed for reasonableness.

 

Noncompete intangibles are amortized over the life of the underlying noncompete agreements (generally 2 to 3 years) on the straight-line method.  The estimated lives are periodically reviewed for reasonableness.

 

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Client list intangibles are amortized over the estimated useful lives of the client lists (generally 15 years) on the straight-line method.  The estimated lives are periodically reviewed for reasonableness.

 

Income Taxes and Deferred Tax Assets

 

Income taxes are provided for the tax effects of the transactions reported in the accompanying consolidated financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the basis of available-for-sale securities, allowance for loan losses, accumulated depreciation, net operating loss carryforwards, accretion income, deferred compensation, intangible assets, and pension plan and post-retirement benefits. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company files a consolidated federal income tax return with its subsidiary.

 

The Company recognizes interest and penalties accrued relative to unrecognized tax benefits in its respective federal or state income taxes accounts. As of December 31, 2012, there were no accruals for uncertain tax positions and no accruals for interest and penalties. The Company and its subsidiary file a consolidated United States federal income tax return, as well as income tax returns for its subsidiary in the state of South Carolina, Georgia, and North Carolina. The Company’s filed income tax returns are no longer subject to examination by taxing authorities for years before 2009.

 

Other-Than-Temporary Impairment

 

We evaluate securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.  Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, (3) the outlook for receiving the contractual cash flows of the investments, (4) the anticipated outlook for changes in the general level of interest rates, and (5) our intent and ability to retain our investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value or for a debt security whether it is more-likely-than-not that the Company will be required to sell the debt security prior to recovering its fair value.  For further discussion of the Company’s evaluation of securities for other-than-temporary impairment, see Note 5 to the unaudited condensed consolidated financial statements.

 

Other Real Estate Owned

 

Other Real Estate Owned (“OREO”), consisting of properties obtained through foreclosure or through a deed in lieu of foreclosure in satisfaction of loans or through reclassification of former branch sites, is reported at the lower of cost or fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. Management also considers other factors, including changes in absorption rates, length of time the property has been on the market and anticipated sales values, which have resulted in adjustments to the collateral value estimates indicated in certain appraisals. At the time of foreclosure or initial possession of collateral, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. For acquired OREO, the loan is transferred into OREO at its fair value less costs to sell not to exceed the carrying value of the loan at foreclosure. Subsequent adjustments to this value are described below.

 

Subsequent declines in the fair value of OREO below the new cost basis are recorded through valuation adjustments. Significant judgments and complex estimates are required in estimating the fair value of OREO, and the period of time within which such estimates can be considered current is significantly shortened during periods of market volatility. In response to market conditions and other economic factors, management may utilize liquidation sales as part of its problem asset disposition strategy. As a result of the significant judgments required in estimating fair value and the variables involved in different methods of disposition, the net proceeds realized from sales transactions could differ significantly from appraisals, comparable sales, and other estimates used to determine the fair value of OREO. Management reviews the value of OREO each quarter and adjusts the values as appropriate. Revenue and expenses from OREO operations as well as gains or losses on sales and any subsequent adjustments to the value are recorded as OREO expense and loan related expense, a component of non-interest expense, and, for covered OREO, offset with an increase in the FDIC indemnification asset.

 

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Business Combinations, Method of Accounting for Loans Acquired, and FDIC Indemnification Asset

 

We account for acquisitions under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which requires the use of the acquisition method of accounting.  All identifiable assets acquired, including loans, are recorded at fair value.  No allowance for loan losses related to the acquired loans is recorded on the acquisition date because the fair value of the loans acquired incorporates assumptions regarding credit risk.

 

Acquired credit-impaired loans are accounted for under the accounting guidance for loans and debt securities acquired with deteriorated credit quality, found in FASB ASC Topic 310-30, Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality, formerly American Institute of Certified Public Accountants (“AICPA”) Statement of Position (SOP) 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer, and initially measured at fair value, which includes estimated future credit losses expected to be incurred over the life of the loans.  Loans acquired in business combinations with evidence of credit deterioration are considered impaired.  Loans acquired through business combinations that do not meet the specific criteria of FASB ASC Topic 310-30, but for which a discount is attributable, at least in part to credit quality, are also accounted for under this guidance.  Certain acquired loans, such as lines of credit (consumer and commercial), are accounted for in accordance with FASB ASC Topic 310-20, where the discount is accreted through earnings based on estimated cash flows over the estimated life of the loan.

 

In accordance with FASB ASC Topic 805, the FDIC indemnification asset was initially recorded at its fair value and is measured separately from the loan assets and foreclosed assets because the loss sharing agreements are not contractually embedded in them or transferrable with them in the event of disposal.

 

For further discussion of the Company’s loan accounting and acquisitions, see “Business Combinations and Method of Accounting for Loans Acquired” in our Annual Report on Form 10-K for the year ended December 31, 2012, Note 4—Mergers and Acquisitions to the unaudited condensed consolidated financial statements and Note 6—Loans and Allowance for Loan Losses to the unaudited condensed consolidated financial statements.

 

Results of Operations

 

We reported consolidated net income available to common shareholders of $12.5 million, or diluted earnings per share (“EPS”) of $0.74, for the second quarter of 2013 as compared to consolidated net income available to common shareholders of $8.0 million, or diluted EPS of $0.55, in the comparable period of 2012.  This $4.5 million increase was the net result of the following items:

 

·                  Improved net interest income of $12.8 million due primarily to improved interest income on the acquired loan portfolio of $12.6 million, the increase in earning assets from the acquisition of Savannah, and reduced interest expense on deposits and other borrowings of $690,000; these were partially offset by reduced interest income on non-acquired loans of $988,000.

·                  A decrease in the provision for loan losses by $4.5 million over the comparable quarter;

·                  A decrease in noninterest income totaling $3.3 million; $1.1 million in mortgage banking income and $2.9 million in negative accretion on the FDIC indemnification asset, which were offset by increases in the other categories of noninterest income.

·                  An increase in most categories of noninterest expense totaling $7.4 million.  The larger increases were $5.5 million in salaries and benefits, $705,000 in OREO and loan related expenses, and $587,000 in business development and staff related expenses; and

·                  An increase in the provision for income taxes of $2.1 million due to the higher pre-tax net income.

 

We believe our asset quality related to non-acquired loans continues to be at manageable levels and improved from the end of 2012 as well as from March 31, 2013.  Non-acquired nonperforming assets declined from $76.4 million at March 31, 2013 to $68.7 million at June 30, 2013.  Compared to the balance of nonperforming assets at June 30, 2012, nonperforming assets decreased $14.4 million due to a reduction in nonperforming loans of $4.9 million and a reduction in non-acquired OREO of $9.6 million.  Our non-acquired OREO declined by $3.7 million since March 31, 2013 and by $3.1 million since December 31, 2012 to $16.0 million at June 30, 2013.  During the second quarter of 2013, classified assets declined by $17.3 million from March 31, 2013 to $123.6 million.  Since December 31, 2012 classified assets have declined by $19.6 million.  At June 30, 2012, classified assets were $160.6 million and have declined by $37.0 million.  Annualized net charge-offs for the second quarter of 2013 was 0.40%, down from the first quarter of 2013 of 0.56% and from the second quarter of 2012 of 0.77%.

 

The allowance for loan losses decreased to 1.45% of total non-acquired loans at June 30, 2013, down from 1.73% at December 31, 2012 and 1.91% at June 30, 2012.  The allowance provides 0.73 times coverage of nonperforming loans at June 30, 2013, higher than 0.72 times at December 31, 2012, and lower than 0.82 times at June 30, 2012.

 

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The Company performs ongoing assessments of the estimated cash flows of its acquired loan portfolios.  Increases in cash flow expectations result in a favorable adjustment to interest income over the remaining life of the related loans, and decreases in cash flow expectations result in an immediate recognition of a provision for loans losses, in both cases, net of any adjustments to the receivable from the FDIC for loss sharing.  These ongoing assessments of the acquired loan portfolio resulted in a positive impact to interest income from a reduction in expected credit losses, which was partially offset by a charge to noninterest income for the impact of reduced cash flows from the FDIC under the loss share agreement during the second quarter of 2013.  Below is a summary of the second quarter of 2013 assessment of the estimated cash flows of the acquired loan portfolio and the related impact on the indemnification asset:

 

·                  The review of the performance of the loan pools during the second quarter resulted in a net increase in the overall cash flow expectations for the acquired loans, specifically in the CBT acquired loan portfolio and the Peoples acquired loan portfolio; and

·                  The negative accretion of the indemnification asset also increased by approximately $140,000 from the first quarter of 2013, due to the reduced cash flow expected from the FDIC in the CBT portfolio.

 

As of June 30, 2013, the Company has not made any changes to the estimated cash flow assumptions or expected losses for the acquired loans from the Savannah acquisition.

 

Compared to the first quarter of 2013, our non-acquired loan portfolio has increased $61.3 million, or 9.4% annualized, to $2.7 billion, driven by increases in consumer real estate lending of $18.9 million, or 10.9% annualized; in consumer non real estate lending of $10.2 million, or 43.6% annualized; in commercial construction / land development lending of $11.9 million or 17.4% annualized; in other income producing property lending of $5.2 million, or 15.7% annualized; in commercial owner occupied loans of $6.0 million, or 3.0% annualized; and in commercial and industrial of $3.3 million, or 4.5% annualized.  The acquired loan portfolio decreased by $73.4 million due to continued charge-offs, transfers to OREO and payoffs.  Since June 30, 2012, the non-acquired loan portfolio has grown by $184.3 million, or 7.4%, in all categories.  Commercial and industrial loans have led the way and increased by $66.6 million, or 29.2%, in the past year.  For the period ended June 30, 2013, mortgage loans originated and held for sale in the secondary market decreased by $2.5 million as refinancing activity and home sales slowed with rising interest rates.

 

Non-taxable equivalent net interest income for the quarter increased $12.8 million or 30.0% compared to the second quarter of 2012.  Non-taxable equivalent net interest margin increased by 31 basis points to 4.93% from the second quarter of 2012 of 4.62% due to the increase in average earning assets and the 12 basis point decrease in the rate on interest-bearing liabilities to 26 basis points at June 30, 2013 from 38 basis points at June 30, 2012.  Compared to the first quarter of 2013, net interest margin (taxable equivalent) increased by 7 basis points.  Interest earning assets yield increased by 6 basis points primarily from the increase in the average balance of the acquired loan portfolios. Interest bearing liabilities yield declined by 1 basis point compared to the first quarter of 2013 from continued decline in interest bearing deposits (primarily certificates of deposit).

 

Our quarterly efficiency ratio decreased to 69.5% compared to 72.4% in the first quarter of 2013, and increased from 68.3% in the second quarter of 2012.  The decrease in the efficiency ratio compared to the first quarter of 2013 was the result of improved net interest income and a decrease in noninterest expense, specifically merger related expense.  The slight increase in the efficiency ratio over the second quarter of 2012 was the result of higher noninterest expense in the second quarter of 2013 than the second quarter of 2012, and lower noninterest income resulting primarily from negative accretion on our indemnification asset.  Noninterest expense was down $453,000 compared to the first quarter of 2013 and up $8.5 million compared to the second quarter of 2012, excluding merger and conversion related expenses.  The increase compared to the prior year includes the additions from the Savannah acquisition.  Excluding OREO and merger and conversion related expenses, the efficiency ratio was 63.8% for the second quarter of 2013, compared to 64.5% for the first quarter of 2013 and 60.8% for the second quarter of 2012.

 

Diluted EPS increased to $0.74 for the second quarter of 2013 from $0.55 for the comparable period in 2012.  Basic EPS increased to $0.75 for the second quarter of 2013 from $0.55 for the comparable period in 2012.  The increase in both diluted and basic EPS reflects improved net interest income and a lower provision for loan losses partially offset by an increase in noninterest expense and a decrease in noninterest income.

 

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Selected Figures and Ratios

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Return on average assets (annualized)

 

0.99

%

0.75

%

0.92

%

0.73

%

Return on average equity (annualized)

 

9.72

%

7.77

%

9.09

%

7.58

%

Return on average tangible equity (annualized)*

 

13.48

%

9.92

%

12.71

%

9.80

%

Dividend payout ratio **

 

24.46

%

31.93

%

26.43

%

32.90

%

Equity to assets ratio

 

10.24

%

9.72

%

10.24

%

9.72

%

Average shareholders’ equity (in thousands)

 

$

517,141

 

$

415,952

 

$

514,282

 

$

399,668

 

 


* - Ratio is a non-GAAP financial measure.  The section titled “Reconciliation of Non-GAAP to GAAP” below provides a table that reconciles non-GAAP measures to GAAP measures.

** - See explanation of the dividend payout ratio below.

 

·                  For the three months ended June 30, 2013, return on average assets (“ROAA”), return on average equity (“ROAE”) and return on average tangible equity increased compared to the same period in 2012.  The increases were driven by a 56.0% increase in net income from the comparable quarter in 2012, partially offset by an increase in average assets due to the acquisitions of Savannah and Peoples.

·                  Dividend payout ratio decreased to 24.46% for the three months ended June 30, 2013 compared with 31.93% for the three months ended June 30, 2012.  The decrease from the comparable period in 2012 reflects the higher net income in the second quarter of 2013 generated by an increase in net interest income and partially offset by higher non-interest expense.  The dividend payout ratio is calculated by dividing total dividends paid during the quarter by the total net income reported for the same period.

·                  Equity to assets ratio increased to 10.24% at June 30, 2013 compared with 9.72% at June 30, 2012.  The increase in the equity to assets ratio reflects a 15.3% increase in assets as a result of the Savannah acquisition and organic growth compared to the 21.6% increase in equity as a result of the Company’s retained earnings and the issuance of $68.8 million in common equity in the Savannah acquisition.

·                  Quarterly average shareholders’ equity increased $101.2 million, or 24.3%, from the quarter ended June 30, 2012 driven by the issuance of $68.8 million in common equity in the Savannah acquisition during the fourth quarter of 2012.

 

Reconciliation of Non-GAAP to GAAP

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Return on average tangible equity (non-GAAP)

 

13.48

%

9.92

%

12.71

%

9.80

%

Effect to adjust for intangible assets

 

-3.76

%

-2.15

%

-3.62

%

-2.22

%

Return on average equity (GAAP)

 

9.72

%

7.77

%

9.09

%

7.58

%

 

 

 

 

 

 

 

 

 

 

Adjusted average shareholders’ equity (non-GAAP)

 

$

393,260

 

$

336,911

 

$

389,717

 

$

323,103

 

Average intangible assets

 

123,881

 

79,041

 

124,565

 

76,565

 

Average shareholders’ equity (GAAP)

 

$

517,141

 

$

415,952

 

$

514,282

 

$

399,668

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income (non-GAAP)

 

$

13,217

 

$

8,389

 

$

24,561

 

$

15,749

 

Amortization of intangibles

 

(1,022

)

(540

)

(2,056

)

(1,040

)

Tax effect

 

337

 

182

 

676

 

350

 

Net income (GAAP)

 

$

12,532

 

$

8,031

 

$

23,181

 

$

15,059

 

 

The return on average tangible equity is a non-GAAP financial measure. It excludes the effect of the average balance of intangible assets and adds back the after-tax amortization of intangibles to GAAP basis net income.  Management believes that this non-GAAP measure provides additional useful information, particularly since this measure is widely used by industry analysts following companies with prior merger and acquisition activities.  Non-GAAP measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the company’s

 

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performance and financial condition as reported under GAAP and all other relevant information when assessing the performance or financial condition of the company.  Non-GAAP measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of our results of financial condition as reported under GAAP.

 

Net Interest Income and Margin

 

Summary

 

Our taxable equivalent (“TE”) net interest margin increased by 32 basis points from the second quarter of 2012, due to the growth in interest earning assets from the Savannah acquisition, organic loan growth, and an increase in low cost funding in core deposits.  The net interest margin increased by 7 basis points from the first quarter of 2013 to 5.01%.  Yields on average earning assets increased by 6 basis points from the first quarter of 2013 while interest bearing liabilities continued to decline by 1 basis point.  The yields on our acquired loan portfolios increased by 1.08% from the first quarter of 2013.  This was primarily the result of better expected cash flows in both the Peoples acquired portfolio and CBT acquired portfolio.  Compared to June 30, 2012, the yield on interest earning assets increased by 19 basis points and the rate on interest bearing liabilities declined by 12 basis points, resulting in a 32 basis points difference in the net interest margin.

 

The Company remained in an excess liquidity position during the second quarter of 2013, and the impact represented an estimated 29 basis points reduction in the net interest margin compared to 20 basis points from the first quarter of 2013.

 

Net interest income increased from the second quarter of 2012 and was driven by a reduced cost of funds and growth in average interest-earning assets due to the Savannah acquisition as well as organic growth.  Certificates of deposit average rates declined by 21 basis points compared to the same quarter one year ago, and declined by 1 basis point from the first quarter of 2013.  The year over year decline in interest expense totaled $690,000, as the cost of certificates of deposits dropped and the mix of funding shifted to lower costing transaction accounts.  Non-TE net interest income increased from the second quarter of 2012 as a result of a volume increase in interest-earning assets and the higher yield in acquired loan portfolio.  The cost on interest bearing liabilities decreased by 12 basis points comparing the three month periods June 30, 2013 and 2012.  Acquired loan portfolio balances from the Savannah acquisition and average investment securities were up and contributed to the increase in non-TE net interest income.  The increase in interest income was $12.1 million driven by organic loan growth and the addition of the Savannah acquired loan portfolio, and the increase in average investment securities, primarily resulting from the Savannah acquisition.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Non-TE net interest income

 

$

55,284

 

$

42,535

 

$

109,085

 

$

81,572

 

Non-TE yield on interest-earning assets

 

5.13

%

4.94

%

5.10

%

4.98

%

Non-TE rate on interest-bearing liabilities

 

0.26

%

0.38

%

0.26

%

0.42

%

Non-TE net interest margin

 

4.93

%

4.62

%

4.90

%

4.64

%

TE net interest margin

 

5.01

%

4.69

%

4.97

%

4.70

%

 

Non-TE net interest income increased $12.7 million, or 30.0%, in the second quarter of 2013 compared to the same period in 2012.  Some key highlights are outlined below:

 

·                  Average interest-earning assets increased 21.4% to $4.5 billion in the second quarter of 2013 compared to the same period last year due largely to the acquisition of Savannah.

·                  Non-TE yield on interest-earning assets for the second quarter of 2013 increased 19 basis points from the comparable period in 2012, and increased by 12 basis points during the first six months of 2013 compared to the same period in 2012.  The yield on a portion of our earning assets adjusts simultaneously, but to varying degrees of magnitude, with changes in the general level of interest rates.

·                  The average cost of interest-bearing liabilities for the second quarter of 2013 decreased 12 basis points from the same period in 2012, and decreased by 16 basis points during the first six months of 2013 compared to the same period in 2012.  The decrease since the second quarter of 2012 and for the first six months of 2013 is a reflection of the certificates of deposits repricing at lower interest rates as well as higher costing certificate balances accounting for a smaller portion of our total deposits.

·                  TE net interest margin increased by 32 basis points in the second quarter of 2013, compared to the second quarter of 2012.  For the six months ended June 30, 2013, TE net interest margin increased by 27 basis points, from the improved yield of 12 basis points on interest earning assets and 16 basis point improvement on interest bearing liabilities.

 

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Loans

 

Total loans, net of deferred loan costs and fees (excluding mortgage loans held for sale) increased by $546.1 million, or 18.0%, at June 30, 2013 as compared to the same period in 2012.  Acquired covered loans decreased by $93.8 million due to principal payments, charge offs, and foreclosures.  Acquired non-covered loans increased by $455.6 million due to the Savannah acquisition during 2012 partially offset by payments, charge offs, and foreclosures.  Non-acquired loans or legacy SCBT loans increased by $184.3 million, or 7.4%, from June 30, 2012 to June 30, 2013.  The increase was driven by loan growth in commercial owner occupied loans of $38.8 million, consumer owner occupied loans of $40.1 million, commercial and industrial loans of $66.6 million, commercial non-owner occupied loans of $14.6 million, consumer loans of $16.9 million, construction and land development loans of $5.6 million, other income producing property loans of $4.8 million, and other loans of $2.7 million.  Partially offsetting the growth were reductions in home equity loans of $6.1 million.

 

The following table presents a summary of the loan portfolio by category:

 

 

 

June 30,

 

% of

 

December 31,

 

% of

 

June 30,

 

% of

 

(Dollars in thousands)

 

2013

 

Total

 

2012

 

Total

 

2012

 

Total

 

Acquired covered loans

 

$

239,082

 

6.7

%

$

282,728

 

7.8

%

$

332,874

 

10.9

%

Acquired non-covered loans

 

682,758

 

19.0

%

792,014

 

21.7

%

227,184

 

7.5

%

Non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial non-owner occupied real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land development

 

285,370

 

8.0

%

273,420

 

7.5

%

279,519

 

9.2

%

Commercial non-owner occupied

 

298,768

 

8.3

%

290,071

 

8.0

%

284,147

 

9.3

%

Total commercial non-owner occupied real estate

 

584,138

 

16.3

%

563,491

 

15.5

%

563,666

 

18.5

%

Consumer real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer owner occupied

 

460,434

 

12.8

%

434,503

 

11.9

%

420,298

 

13.8

%

Home equity loans

 

250,988

 

7.0

%

255,284

 

7.0

%

257,061

 

8.5

%

Total consumer real estate

 

711,422

 

19.8

%

689,787

 

18.9

%

677,359

 

22.3

%

Commercial owner occupied real estate

 

802,125

 

22.4

%

784,152

 

21.5

%

763,338

 

25.1

%

Commercial and industrial

 

294,580

 

8.2

%

279,763

 

7.7

%

228,010

 

7.5

%

Other income producing property

 

136,957

 

3.8

%

133,713

 

3.7

%

132,193

 

4.3

%

Consumer non real estate

 

104,239

 

2.9

%

86,934

 

2.4

%

87,290

 

2.9

%

Other

 

32,134

 

0.9

%

33,163

 

0.8

%

29,395

 

1.0

%

Total non-acquired loans

 

2,665,595

 

74.3

%

2,571,003

 

70.5

%

2,481,251

 

81.6

%

Total loans (net of unearned income)

 

$

3,587,435

 

100.0

%

$

3,645,745

 

100.0

%

$

3,041,309

 

100.0

%

 

Note: Loan data excludes mortgage loans held for sale.

 

Our loan portfolio remains our largest category of interest-earning assets.  Non-acquired commercial non-owner occupied real estate loans represented 16.3% of total loans as of June 30, 2013 a decrease from 18.5% of total loans at the end of the same period for 2012 and an increase from 15.5% of total loans at December 31, 2012.  At June 30, 2013, non-acquired construction and land development loans represented 8.0% of our total loan portfolio, a decrease from 9.2% of our total loan portfolio at June 30, 2012.  At June 30, 2013, non-acquired construction and land development loans consisted of $153.5 million in land and lot loans and $131.8 million in construction loans, which represented 5.8% and 4.9%, respectively, of our total non-acquired loan portfolio.  At December 31, 2012, non-acquired construction and land development loans consisted of $164.8 million in land and lot loans and $108.6 million in construction loans, which represented 6.4% and 4.2%, respectively, of our total non-acquired loan portfolio.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Average total loans

 

$

3,557,417

 

$

2,940,153

 

$

3,565,441

 

$

2,876,951

 

Interest income on total loans

 

53,479

 

41,844

 

105,480

 

81,300

 

Non-TE yield

 

6.03

%

5.72

%

5.97

%

5.68

%

 

Interest earned on loans increased $11.6 million, or 27.8%, in the second quarter of 2013 compared to the second quarter of 2012.  Some key highlights for the quarter ended June 30, 2013 are outlined below:

 

·                  Our non-TE yield on total loans increased 31 basis points during the second quarter of 2013 while average total loans increased 21.0%, as compared to the second quarter of 2012.  The increase in average total loans was a result of the growth in

 

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both non-acquired loans, due to organic growth, and acquired loans, due to the Savannah acquisition during 2012.  The acquired loan portfolio effective yield improved primarily due to the impact of greater expected cash flows on the CBT, BankMeridian, and Peoples acquired loan portfolios.  This resulted in a yield of 10.6%, compared to approximately 9.9% one year ago.

·                  Acquired covered loans had a balance of $239.1 million at the end of the second quarter of 2013 compared to $332.9 million in June of 2012.

·                  Acquired non-covered loans grew to a balance of $682.8 million at the end of the second quarter of 2013 compared to $227.2 million in the comparable period of 2012 due to the loans acquired in the Savannah acquisition.

·                  Construction and land development loans increased $5.9 million, or 2.1%, to $285.4 million from the ending balance at June 30, 2012.

·                  Commercial non-owner occupied loans increased $14.6 million, or 5.2%, to $298.8 million from the ending balance at June 30, 2012.

·                  Consumer real estate loans increased $34.1 million, or 5.0%, to $711.4 million from the ending balance at June 30, 2012.  The increase resulted from a $40.1 million, or 9.6%, increase in consumer owner occupied loans, partially offset by a $6.1 million, or 2.4%, decrease in home equity lines of credit (“HELOCs”) from the balance at June 30, 2012.

·                  Commercial owner occupied loans increased $38.8 million, or 5.1%, to $802.1 million from the ending balance at June 30, 2012.

·                  Commercial and industrial loans increased $66.6 million, or 29.2%, to $294.6 million from the ending balance at June 30, 2012.

·                  Consumer non-real estate loans increased $16.9 million, or 19.4%, to $104.2 million from the ending balance at June 30, 2012.

·                  Commercial loans and HELOCs with interest rate floors locked in above 5.00% had a balance of $127.8 million, which has helped keep our non-TE yield up.

 

The balance of mortgage loans held for sale decreased $17.3 million from December 31, 2012 to $48.0 million at June 30, 2013, and increased by $5.5 million compared to the balance of mortgage loans held for sale at June 30, 2012 of $42.5 million.  The decrease from December 31, 2012 reflects the decreased customer demand for mortgage refinancing.

 

Investment Securities

 

We use investment securities, our second largest category of earning assets, to generate interest income through the deployment of excess funds, to provide liquidity, to fund loan demand or deposit liquidation, and to pledge as collateral for public funds deposits and repurchase agreements.  At June 30, 2013, investment securities totaled $531.6 million, compared to $560.1 million at December 31, 2012 and $511.1 million at June 30, 2012.  The increase in investment securities from the comparable period of 2012 was primarily the result of the purchase of $125.5 million of investment securities as well as the acquisition of $71.9 million in Savannah investment securities partially offset by $154.2 million in sold, maturing or called securities that were typically purchased in higher interest rate environments.  This resulted in average and period-end balances increasing by 12.7% and 4.0%, respectively, from June 30, 2012.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Average investment securities

 

$

527,926

 

$

468,334

 

$

540,499

 

$

396,403

 

Interest income on investment securities

 

3,270

 

3,071

 

6,638

 

5,301

 

Non-TE yield

 

2.48

%

2.64

%

2.48

%

2.69

%

 

Interest earned on investment securities increased 6.5% in the second quarter of 2013 compared to the second quarter of 2012.  The increase resulted largely from the $59.6 million increase in average investment securities for the second quarter, which was largely the result of purchases of GSEs and mortgage-backed securities as well as the addition of the securities from the Savannah acquisition, partially offset by a 16 basis point decrease in the average yield.

 

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Table of Contents

 

Our holdings of GSE debt, state and municipal obligations, mortgage-backed securities, and equity securities at June 30, 2013 had fair market values that, on a net basis, exceeded their book values and resulted in an unrealized gain.  The following table provides a summary of the credit ratings for our investment portfolio (including held-to-maturity and available-for-sale securities) at the end of the second quarter of 2013:

 

 

 

 

 

 

 

Unrealized

 

 

 

 

 

 

 

 

 

 

 

Amortized

 

Fair

 

Gain

 

 

 

 

 

BB or

 

 

 

(Dollars in thousands)

 

Cost

 

Value

 

(Loss)

 

AAA - A

 

BBB

 

Lower

 

Not Rated

 

June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government-sponsored entities debt

 

$

100,231

 

$

96,359

 

$

(3,872

)

$

86,256

 

$

 

$

 

$

13,975

 

State and municipal obligations

 

152,854

 

152,560

 

(294

)

151,196

 

1,197

 

 

461

 

Mortgage-backed securities *

 

272,932

 

275,018

 

2,086

 

 

 

 

272,932

 

Corporate stocks

 

241

 

457

 

216

 

 

 

 

241

 

 

 

$

526,258

 

$

524,394

 

$

(1,864

)

$

237,452

 

$

1,197

 

$

 

$

287,609

 

 


* - Agency mortgage-backed securities (“MBS”) are guaranteed by the issuing GSE as to the timely payments of principal and interest.  Except for Government National Mortgage Association (“GNMA”) securities, which have the full faith and credit backing of the United States Government, the GSE alone is responsible for making payments on this guaranty.  While the rating agencies have not rated any of the MBS issued, senior debt securities issued by GSEs are rated consistently as “Triple-A.”  Most market participants consider agency MBS as carrying an implied AAA rating because of the guarantees of timely payments and selection criteria of mortgages backing the securities.  We do not own any private label mortgage-backed securities.

 

At June 30, 2013, we had 217 securities available for sale in an unrealized loss position, which totaled $9.0 million.  During the latter part of the second quarter, the 10-year treasury increased between 70 and 80 basis points.  This caused many securities to move into an unrealized loss position, where in the past these securities were in an unrealized gain position.  At March 31, 2013, we had 69 securities available for sale in an unrealized loss position, and totaled $704,000.

 

During the second quarter of 2013 as compared to the second quarter of 2012, the total number of available for sale securities with an unrealized loss position increased by 123 securities, while the total dollar amount of the unrealized loss increased by $8.6 million.

 

All securities available for sale in an unrealized loss position as of June 30, 2013 continue to perform as scheduled.  We have evaluated the cash flows and determined that all contractual cash flows should be received; therefore impairment is temporary because we have the ability to hold these securities within the portfolio until the maturity or until the value recovers, and we believe that it is not likely that we will be required to sell these securities prior to recovery.  We continue to monitor all of these securities with a high degree of scrutiny.  There can be no assurance that we will not conclude in future periods that conditions existing at that time indicate some or all of these securities are other than temporarily impaired, which would require a charge to earnings in such periods.  Any charges for OTTI related to securities available-for-sale would not impact cash flow, tangible capital or liquidity.

 

Although securities classified as available for sale may be sold from time to time to meet liquidity or other needs, it is not our normal practice to trade this segment of the investment securities portfolio. While management generally holds these assets on a long-term basis or until maturity, any short-term investments or securities available for sale could be converted at an earlier point, depending partly on changes in interest rates and alternative investment opportunities.

 

Other Investments

 

Other investment securities include primarily our investments in Federal Home Loan Bank of Atlanta (“FHLB”) stock with no readily determinable market value.  Prior to July 2, 2012, other investments also included our investment in Federal Reserve Bank stock, which was liquidated for no gain or loss on that date.  The amortized cost and fair value of all these securities are equal at June 30, 2013.  As of June 30, 2013, the investment in FHLB stock represented approximately $6.2 million, or 0.1% as a percentage of total assets.  The following factors have been evaluated and considered in determining the carrying amount of the FHLB stock:

 

·                  We evaluate ultimate recoverability of the par value.

·                  We currently have sufficient liquidity or have access to other sources of liquidity to meet all operational needs in the foreseeable future, and would not have the need to dispose of this stock below the recorded amount.

·                  Historically, the FHLB does not allow for discretionary purchases or sales of this stock.  Redemptions of the stock occur at the discretion of the FHLB, subsequent to the maturity or redemption of outstanding advances held by the member institutions.  During the first quarter of 2013, the FHLB redeemed approximately $2.0 million of our investment, at par value.

 

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Table of Contents

 

·                  Given the expectation that the various FHLBs have a high degree of government support, we have determined that the debt ratings are likely to remain unchanged and the FHLB has the ability to absorb economic losses.

·                  Our holdings of FHLB stock are not intended for the receipt of dividends or stock growth, but for the purpose and right to receive advances, or funding.  We deem the FHLB’s process of determining after each quarter end whether it will pay a dividend and, if so, the amount, as essentially similar to standard practice by most dividend-paying companies.  Based on the FHLB’s performance over the past seventeen consecutive quarters, starting with the second quarter 2009, the FHLB has announced a dividend payment after each quarter’s performance, with the most recent dividend payment of 2.53% on July 29, 2013 related to the second quarter 2013.

 

For the reasons above, we have concluded that our holdings of FHLB stock are not other than temporarily impaired as of June 30, 2013 and ultimate recovery of the par value of this investment is probable.

 

Interest-Bearing Liabilities

 

Interest-bearing liabilities include interest-bearing transaction accounts, savings deposits, CDs, other time deposits, federal funds purchased, and other borrowings.  Interest-bearing transaction accounts include NOW, HSA, IOLTA, and Market Rate checking accounts.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Average interest-bearing liabilities

 

$

3,502,396

 

$

3,070,766

 

$

3,556,361

 

$

2,958,474

 

Interest expense

 

2,246

 

2,936

 

4,614

 

6,118

 

Average rate

 

0.26

%

0.38

%

0.26

%

0.42

%

 

The average balance of interest-bearing liabilities increased in the second quarter of 2013 compared to the second quarter of 2012.  The decrease in interest expense was largely driven by a decline in the average rates on CDs and transaction and money market accounts.  Overall, we experienced a 12 basis point decrease in the average rate on all interest-bearing liabilities.  Some key highlights are outlined below:

 

·                  Average interest-bearing deposits for the three months ended June 30, 2013 grew 12.2% from the same period in 2012.

·                  Interest-bearing deposits increased 9.9% to $3.1 billion at June 30, 2013 from the period end balance at June 30, 2012 of $2.9 billion.  This was the result of the addition of $459.1 million of interest-bearing deposits from the Savannah acquisition, which was partially offset by a decline in interest-bearing deposits of $177.4 million from the remaining franchise.  The Company continues to monitor and adjust rates paid on deposit products as part of its strategy to manage its net interest margin.

·                  The average rate on transaction and money market account deposits for the three months ended June 30, 2013 decreased 9 basis points from the comparable period in 2012, which contributed to a decrease of $270,000 in interest expense for the second quarter of 2013.  The impact of the decrease in rates was partially offset by an increase in volume as the average balance increased $274.3 million to $1.8 billion at June 30, 2013 compared to the same quarter in 2012.

·                  Average certificates of deposit and other time deposits increased 1.1%, up $10.7 million from the average balance in the second quarter of 2012.  Interest expense on certificates of deposit and other time deposits decreased $491,000 mainly as a result of a 21 basis point decrease in the interest rate for the three months ended June 30, 2013 as compared to the same period in 2012.

·                  A decline in interest rates contributed significantly to a $690,000, or 23.5%, reduction in interest expense on average interest-bearing liabilities for the three months ended June 30, 2013 from the comparable period in 2012.

 

Noninterest-Bearing Deposits

 

Noninterest-bearing deposits are transaction accounts that provide our Bank with “interest-free” sources of funds.  Average noninterest-bearing deposits increased $227.8 million, or 28.6%, to $1.0 billion in the second quarter of 2013 compared to $795.9 million at June 30, 2012.  From the fourth quarter of 2012, average noninterest-bearing deposits grew $137.42 million, or 15.5%.  Excluding the noninterest-bearing deposits acquired in the Savannah acquisition, period end noninterest-bearing deposits increased $108.8 million, or 13.5%, from the balance at June 30, 2012.

 

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Table of Contents

 

Provision for Loan Losses and Nonperforming Assets

 

We have established an allowance for loan losses through a provision for loan losses charged to expense.  The ALLL represents an amount we believe will be adequate to absorb probable losses on existing loans that may become uncollectible.  We assess the adequacy of the ALLL by using an internal risk rating system, independent credit reviews, and regulatory agency examinations—all of which evaluate the quality of the loan portfolio and seek to identify problem loans.  Based on this analysis, management and the board of directors consider the current allowance to be adequate.  Nevertheless, our evaluation is inherently subjective as it requires estimates that are susceptible to significant change.  Actual losses may vary from our estimates, and there is a possibility that charge-offs in future periods could exceed the ALLL as estimated at any point in time.

 

In addition, regulatory agencies, as an integral part of the examination process, periodically review our Bank’s ALLL.  Such agencies may require additions to the ALLL based on their judgments about information available to them at the time of their examination.

 

Loans acquired in the CBT, Habersham, BankMeridian, Peoples and Savannah acquisitions were recorded at their acquisition date fair value, which was based on expected cash flows and included an estimation of expected future loan losses, including principal and interest.  Our initial estimates of credit losses on loans acquired in the Savannah acquisition continues to be adequate, and there is no evidence of additional credit deterioration that would require additional allowance for loan loss as of June 30, 2013, nor changes in the initial valuation estimates of Savannah.  Under current accounting principles, information regarding our estimate of loan fair values may be adjusted for a period of up to one year as we continue to refine our estimate of expected future cash flows in the acquired portfolio.  If we determine that losses arise after the acquisition date, generally the additional losses will be reflected as a provision for loan losses, and offset with an increase in the FDIC indemnification asset for those acquired loans covered by loss sharing agreements. The Peoples and Savannah acquisitions were not part of any loss share agreements with the FDIC, therefore, there is no offset for any additional losses recorded in a provision for loan losses.  See “Business Combinations and Method of Accounting for Loans Acquired” in our Annual Report on Form 10-K for the year ended December 31, 2012 for further discussion of the method of accounting for acquired loans.

 

During the second quarter of 2013, we increased the net loan loss reserve by $320,000 on certain acquired loan pools due to evidence of reduced cash flows in these pools during the quarterly review process, which resulted in a $579,000 net provision for loan losses on acquired loans (net of the impact of the FDIC loss sharing agreements).

 

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Table of Contents

 

The following tables present a summary of the changes in the ALLL for the three and six months ended June 30, 2013 and 2012:

 

 

 

Three Months Ended

 

 

 

June 30,

 

 

 

2013

 

2012

 

 

 

Non-acquired

 

Acquired

 

 

 

Non-acquired

 

Acquired

 

 

 

(Dollars in thousands)

 

Loans

 

Loans

 

Total

 

Loans

 

Loans

 

Total

 

Balance at beginning of period

 

$

41,669

 

$

31,277

 

$

72,946

 

$

47,607

 

$

34,355

 

$

81,962

 

Loans charged-off

 

(3,220

)

 

(3,220

)

(5,555

)

 

(5,555

)

Recoveries of loans previously charged off

 

576

 

 

576

 

825

 

 

825

 

Net charge-offs

 

(2,644

)

 

(2,644

)

(4,730

)

 

(4,730

)

Provision for loan losses

 

(400

)

320

 

(80

)

4,392

 

1,458

 

5,850

 

Benefit attributable to FDIC loss share agreements

 

 

259

 

259

 

 

(1,208

)

(1,208

)

Total provision for loan losses charged to operations

 

(400

)

579

 

179

 

4,392

 

250

 

4,642

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

(259

)

(259

)

 

1,208

 

1,208

 

Balance at end of period

 

$

38,625

 

$

31,597

 

$

70,222

 

$

47,269

 

$

35,813

 

$

83,082

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

2,665,595

 

 

 

 

 

2,481,251

 

 

 

 

 

Average

 

2,629,897

 

 

 

 

 

2,456,069

 

 

 

 

 

Net charge-offs as a percentage of average non-acquired loans (annualized)

 

0.40

%

 

 

 

 

0.77

%

 

 

 

 

Allowance for loan losses as a percentage of period end non-acquired loans

 

1.45

%

 

 

 

 

1.90

%

 

 

 

 

Allowance for loan losses as a percentage of period end non-performing non-acquired loans (“NPLs”)

 

73.23

%

 

 

 

 

82.05

%

 

 

 

 

 

 

 

Six Months Ended

 

 

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

 

 

Non-acquired

 

Acquired

 

 

 

Non-acquired

 

Acquired

 

 

 

 

 

Loans

 

Loans

 

Total

 

Loans

 

Loans

 

Total

 

Balance at beginning of period

 

$

44,378

 

$

32,132

 

$

76,510

 

$

49,367

 

$

31,620

 

$

80,987

 

Loans charged-off

 

(7,827

)

 

 

(7,827

)

(11,253

)

 

(11,253

)

Recoveries of loans previously charged off

 

1,621

 

 

 

1,621

 

2,465

 

 

2,465

 

Net charge-offs

 

(6,206

)

 

(6,206

)

(8,788

)

 

(8,788

)

Provision for loan losses on non-acquired loans

 

453

 

(535

)

(82

)

6,690

 

4,193

 

10,883

 

Benefit attributable to FDIC loss share agreements

 

 

 

1,322

 

1,322

 

 

(3,518

)

(3,518

)

Total provision for loan losses charged to operations

 

453

 

787

 

1,240

 

6,690

 

675

 

7,365

 

Provision for loan losses recorded through the FDIC loss share receivable

 

 

(1,322

)

(1,322

)

 

3,518

 

3,518

 

Balance at end of period

 

$

38,625

 

$

31,597

 

$

70,222

 

$

47,269

 

$

35,813

 

$

83,082

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-acquired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

At period end

 

$

2,665,595

 

 

 

 

 

$

2,481,251

 

 

 

 

 

Average

 

2,603,368

 

 

 

 

 

2,456,075

 

 

 

 

 

As a percentage of average non-acquired loans (annualized):

 

 

 

 

 

 

 

 

 

 

 

 

 

Net charge-offs

 

0.48

%

 

 

 

 

0.72

%

 

 

 

 

Allowance for loan losses as a percentage of period end non-acquired loans

 

1.45

%

 

 

 

 

1.90

%

 

 

 

 

Allowance for loan losses as a percentage of period end non-performing non-acquired loans (“NPLs”)

 

73.23

%

 

 

 

 

82.05

%

 

 

 

 

 

The allowance for loan losses as a percent of non-acquired loans reflects a decrease due primarily to the decline in our three-year historical charge off rate.  Additionally, our classified loans, nonaccrual loans, and non-performing loans declined during the second quarter of 2013 compared to the same quarter in 2012 and to the first quarter of 2013.  Seventy-three percent of the net charge-off amount for the second quarter of 2013 was comprised of ten loans ranging from approximately $65,000 to $500,000.  The remainder of the charge-offs were less than $65,000 per loan for the quarter.  Of the total net charge-offs during the quarter, 33.0% or $880,000 were construction and land development loans, 10.0% or $266,000 were other income producing property loans, 26.6% or $703,000 were commercial owner-occupied loans, and 16.6% or $438,000 were home equity loans.  We remain aggressive in

 

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charging off loans resulting from the decline in the appraised value of the underlying collateral (real estate) and the overall concern that borrowers will be unable to meet the contractual payments of principal and interest.  Excluding acquired assets, nonperforming loans decreased by $4.9 million during the second quarter of 2013 compared to the second quarter of 2012 and decreased by $4.0 million from the first quarter of 2013.  The ratio of the ALLL to cover these loans decreased from 82.0% at June 30, 2012 to 73.2% at June 30, 2013.

 

We decreased the ALLL compared to the second quarter of 2012 and the first quarter of 2013, due primarily to the improvement in asset quality metrics during the second quarter of 2013.  On a general basis, we consider three-year historical loss rates on all loan portfolios, except residential lot loans where two-year historical loss rates are applied.  We also consider economic risk, model risk and operational risk when determining the ALLL.  All of these factors are reviewed and adjusted each reporting period to account for management’s assessment of loss within the loan portfolio.  Overall, the general reserve decreased by $8.7 million compared to the balance at June 30, 2012 and by $1.3 million from March 31, 2013.

 

The historical loss rates on an overall basis were down on an annualized basis to 0.40% as of June 30, 2013 from the March 31, 2013 level of 0.56%, and from the June 30, 2012 level of 0.77%.

 

Economic risk decreased by 8 basis points during the second quarter of 2013 as compared to second quarter of 2012 and was level with the first quarter of 2013.  The improvement from one year ago was due to improved home sales, lower unemployment rate and a decrease in bankruptcies and foreclosures.

 

Model risk declined 3 basis points from the second quarter of 2012 and remained flat compared to the first quarter of 2013.  This risk comes from the fact that our ALLL model is not all-inclusive.  Risk inherent with new products, new markets, and timeliness of information are examples of this type of exposure.  Management has reduced this factor since our model has been used for over four years, and we believe more adequately addresses this inherent risk in our loan portfolio.

 

Operational risk consists of the underwriting, documentation, closing and servicing associated with any loan.  This risk is managed through policies and procedures, portfolio management reports, best practices and the approval process.  The risk factors evaluated include the following:  exposure outside our deposit footprint, changes in underwriting standards, levels of past due loans, loan growth, supervisory loan to value exceptions, results of external loan reviews, our centralized loan documentation process and significant loan concentrations.  At June 30, 2013, the overall operational risk remained consistent from the levels at March 31, 2013 and down by 8 basis points compared to June 30, 2012. This improvement was due primarily to significant improvement in the levels of classified loans and nonaccrual loans from the second quarter of 2012.

 

On a specific reserve basis, the allowance for loan losses decreased by $1.8 million from March 31, 2013, and increased by approximately $70,000 from June 30, 2012.  The loan balances being evaluated for specific reserves decreased from $41.7 million at March 31, 2013 to $36.4 million at June 30, 2013.  Our practice, generally, is that once a specific reserve is established for a loan, a charge off occurs in the quarter subsequent to the establishment of the specific reserve.

 

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During the three months ended June 30, 2013, the decline in our total nonperforming assets (“NPAs”) was reflective of improvement in the real estate market and economy.  The table below summarizes our NPAs for the past five quarters.

 

 

 

June 30,

 

March 31,

 

December 31,

 

September 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2013

 

2012

 

2012

 

2012

 

Nonaccrual loans (1)

 

$

40,854

 

$

42,945

 

$

48,387

 

$

46,295

 

$

47,940

 

Accruing loans past due 90 days or more

 

198

 

121

 

500

 

156

 

137

 

Restructured loans - nonaccrual

 

11,689

 

13,636

 

13,151

 

12,882

 

9,530

 

Total nonperforming loans

 

52,741

 

56,702

 

62,038

 

59,333

 

57,607

 

Other real estate owned (“OREO”) (2)

 

15,950

 

19,680

 

19,069

 

22,424

 

25,518

 

Other nonperforming assets (3)

 

 

 

 

 

 

Total nonperforming assets excluding acquired assets

 

68,691

 

76,382

 

81,107

 

81,757

 

83,125

 

Covered OREO (2)

 

35,142

 

34,244

 

34,257

 

47,063

 

53,146

 

Acquired OREO not covered under loss share

 

17,536

 

16,766

 

13,179

 

5,059

 

5,745

 

Other covered nonperforming assets (3)

 

 

26

 

44

 

57

 

73

 

Total nonperforming assets including covered assets

 

$

121,369

 

$

127,418

 

$

128,587

 

$

133,936

 

$

142,089

 

 

 

 

 

 

 

 

 

 

 

 

 

Excluding Acquired Assets

 

 

 

 

 

 

 

 

 

 

 

Total NPAs as a percentage of total loans and repossessed assets (4)

 

2.56

%

2.91

%

3.13

%

3.22

%

3.32

%

Total NPAs as a percentage of total assets (5)

 

1.36

%

1.49

%

1.58

%

1.89

%

1.90

%

Total NPLs as a percentage of total loans (4)

 

1.98

%

2.18

%

2.41

%

2.36

%

2.32

%

 

 

 

 

 

 

 

 

 

 

 

 

Including Acquired Assets

 

 

 

 

 

 

 

 

 

 

 

Total NPAs as a percentage of total loans and repossessed assets (4)

 

3.32

%

3.47

%

3.46

%

4.31

%

4.55

%

Total NPAs as a percentage of total assets

 

2.41

%

2.48

%

2.50

%

3.10

%

3.25

%

Total NPLs as a percentage of total loans (4)

 

1.47

%

1.58

%

1.70

%

1.95

%

1.89

%

 


(1) Excludes the acquired loans that are contractually past due 90 days or more totaling $77.6 million, $79.6 million, $83.1 million, $71.3 million, and $76.4 million as of June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012, and June 30, 2012,  respectively, including the valuation discount.  Acquired loans are considered to be performing due to the application of the accretion method under FASB ASC Topic 310-30. (For further discussion of the Company’s application of the accretion method, see Business Combinations and Method of Accounting for Loans Acquired” in our Annual Report on Form 10-K for the year ended December 31, 2012.

(2) Includes certain real estate acquired as a result of foreclosure and property not intended for bank use.

(3) Consists of non-real estate foreclosed assets, such as repossessed vehicles.

(4) Loan data excludes mortgage loans held for sale.

(5) For purposes of this calculation, total assets includes all asset (both acquired and nonacquired).

 

Excluding the acquired loans, total nonaccrual loans, including restructured loans, were $52.7 million, or 1.98% of total loans, a decrease of $4.9 million or 8.4% from June 30, 2012. The decrease in nonaccrual loans was driven by a decrease in consumer nonaccrual loans of $2.3 million and a decrease in commercial nonaccrual loans of $2.6 million.

 

Nonaccrual non-acquired loans and restructured loans decreased by approximately $4.0 million during the second quarter of 2013 from the level March 31, 2013.  This decrease was the net result of $2.4 million in charge offs, $1.9 million in transfers to OREO, $2.0 million in payments, $2.3 million returning to accruing loans, and $4.6 million in additions.

 

At June 30, 2013, non-acquired OREO decreased by $3.7 million from March 31, 2013.  At June 30, 2013, non-acquired OREO consisted of 82 properties with an average value of $195,000, a decrease of $12,000 from March 31, 2013 when we had 95 properties.  In the second quarter of 2013, we added 17 properties with an aggregate value of $1.8 million into non-acquired OREO, and we sold 30 properties with a basis of $4.6 million in the quarter.  We recorded a net gain on sales of $136,000 for the quarter.  We wrote down OREO properties by $960,000 during the second quarter of 2013.  Our non-acquired OREO balance of $16.0 million at June 30, 2013 is comprised of 19% in the Low Country/Orangeburg region, 40% in the Coastal (Beaufort to Myrtle Beach region), 11% in the Charlotte region, and 18% in the Upstate (Greenville) region.

 

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Overall, we continue to believe that the loan portfolio remains manageable in terms of charge-offs and NPAs as a percentage of total loans.  We remain diligent and aware of our credit costs and the impact that these can have on our financial institution; and, we have taken proactive measures to identify problem loans, including in-house and independent review of larger transactions.  Our policy for evaluating problem loans includes obtaining new certified real estate appraisals as needed.  We continue to monitor and review frequently the overall asset quality within the loan portfolio.

 

Potential Problem Loans

 

Potential problem loans (excluding acquired loans), which are not included in nonperforming loans, amounted to approximately $11.0 million, or 0.41%, of total non-acquired loans outstanding at June 30, 2013, compared to $15.9 million, or 0.64%, of total non-acquired loans outstanding at June 30, 2012, and compared to $7.2 million, or 0.28% of total non-acquired loans outstanding at March 31, 2013.  Potential problem loans represent those loans where information about possible credit problems of the borrowers has caused management to have serious concern about the borrower’s ability to comply with present repayment terms.

 

Noninterest Income

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

$

5,736

 

$

5,886

 

$

11,497

 

$

11,333

 

Bankcard services income

 

4,245

 

3,618

 

8,138

 

6,938

 

Mortgage banking income

 

1,957

 

3,052

 

5,352

 

4,882

 

Trust and investment services income

 

2,438

 

1,642

 

4,752

 

3,039

 

Securities gains

 

 

61

 

 

61

 

Accretion on FDIC indemnification asset

 

(7,310

)

(4,370

)

(14,481

)

(7,603

)

Other

 

1,419

 

1,855

 

2,750

 

2,567

 

Total noninterest income

 

$

8,485

 

$

11,744

 

$

18,008

 

$

21,217

 

 

Excluding the negative accretion on the FDIC indemnification asset, noninterest income decreased 2.0% in the second quarter of 2013 as compared to the same period in 2012.  The quarterly decrease in total noninterest income primarily resulted from the following:

 

·                  Mortgage banking income decreased 35.9%, driven by a reduction in refinancing activities in the secondary market due to rising interest rates.

·                  Bankcard services income increased 17.3%, largely driven by an increase in debit card income.  Debit card income increased 22.5%, or $627,000, due to organic growth as well as an increased customer base from the Peoples and Savannah acquisitions.

·                  Trust and investment services income increased 48.5%, driven primarily by the addition of investment services income generated by Minis & Co., Inc, acquired in the Savannah transaction.

·                  Other noninterest income decreased 23.5%, driven by $729,000 decrease in recoveries on acquired loans partially offset by increases in most other categories of other noninterest income.

·                  Negative accretion on the FDIC indemnification asset increased $2.9 million, resulting from decreases in expected cash flows from the FDIC.  This decrease in expected cash flows from the FDIC was driven by improvement in the cash flows in certain acquired loan pools.

 

Excluding the negative accretion on the FDIC indemnification asset, noninterest income increased $3.7 million or 12.7% during the six months ended June 30, 2013 as compared to the same period in 2012.  The increase in total noninterest income primarily resulted from the following:

 

·                  Mortgage banking income increased 9.6%, driven by a $470,000 increase in mortgage banking income generated from lower interest rates and increased volume of mortgage banking activity in the secondary market during the first six months of 2013.

·                  Bankcard services income increased $1.2 million or 17.3%, largely driven by an increase in debit card income.  Debit card income increased 20.3%, or $1.1 million, due primarily to a larger customer base than in 2012.

·                  Trust and investment services income increased 56.4%, driven primarily by the addition of investment services income generated by Minis & Co., Inc, acquired in the Savannah transaction.

 

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·                  Negative accretion on the FDIC indemnification asset increased $6.9 million, resulting from decreases in expected cash flows from the FDIC.  This decrease in expected cash flows from the FDIC was driven by improvement in the cash flows in certain acquired loan pools since acquisition.

 

Noninterest Expense

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

(Dollars in thousands)

 

2013

 

2012

 

2013

 

2012

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

$

23,746

 

$

18,262

 

$

46,998

 

$

36,310

 

Information services expense

 

2,992

 

2,902

 

6,184

 

5,370

 

Net occupancy expense

 

2,851

 

2,478

 

5,783

 

4,726

 

OREO expense and loan related

 

2,820

 

2,115

 

5,922

 

4,831

 

Furniture and equipment expense

 

2,266

 

2,371

 

4,783

 

4,610

 

Business development and staff related

 

1,276

 

689

 

2,504

 

1,441

 

Bankcard expense

 

1,236

 

1,118

 

2,400

 

2,020

 

FDIC assessment and other regulatory charges

 

1,096

 

1,073

 

2,320

 

2,110

 

Amortization of intangibles

 

1,022

 

540

 

2,056

 

1,040

 

Merger and conversion related expense

 

860

 

1,998

 

2,823

 

2,094

 

Professional fees

 

760

 

732

 

1,451

 

1,365

 

Advertising and marketing

 

648

 

553

 

1,490

 

1,310

 

Other

 

3,312

 

2,678

 

6,612

 

5,500

 

Total noninterest expense

 

$

44,885

 

$

37,509

 

$

91,326

 

$

72,727

 

 

Noninterest expense increased $7.4 million or 19.7% in the second quarter of 2013 as compared to the same period in 2012.  The quarterly increase in total noninterest expense primarily resulted from the following:

 

·                  Salaries and employee benefits expense increased by $5.5 million or 30.0% driven by the addition of staff from the Peoples and Savannah acquisitions during 2012 and increases in both incentive and merit pay for employees.

·                  OREO and loan related expense increased $705,000 or 33.3% driven by an increase in carrying costs on OREO properties.

·                  Business development and staff related expense increased $587,000 or 85.2% due to an increase in recruitment and relocation costs, travel expenses, and training expenses.

·                  Merger and conversion related expenses decreased by $1.1 million due to the merger costs related to the Peoples acquisition driving merger expense higher in the second quarter of 2012.

 

Noninterest expense increased $18.6 million or 25.6% for the six months ended June 30, 2013 as compared to the same period in 2012.  The increase in total noninterest expense primarily resulted from the following:

 

·                  Salaries and employee benefits expense increased by $10.7 million or 29.4% driven by the addition of staff from the Peoples and Savannah acquisitions during 2012 and increases in both incentive and merit pay for employees.

·                  Net occupancy expense increased $1.1 million or 22.4% driven by an increase in depreciation expense and lease expense due largely to the Peoples and Savannah acquisitions.

·                  Amortization of intangibles increased by $1.0 or 97.7% due to the additional amortization of the core deposit, noncompete, and client list intangibles from the Savannah and Peoples acquisitions.

·                  OREO and loan related expense increased $1.1 million or 22.6% driven by an increase in carrying costs on OREO properties.

·                  Business development and staff related expense increased $1.1 million or 73.8% due to an increase in recruitment and relocation costs, travel expenses, and training expenses.

 

Income Tax Expense

 

Our effective income tax rate decreased to 33.0% for the quarter ended June 30, 2013 compared to 33.8% for the quarter ended June 30, 2012.  For the six months ended June 30, 2013, the effective tax rate was 32.9% compared to 33.7% for the six months ended June 30, 2012.  The slightly lower effective tax rate is primarily attributable to tax exempt income on municipal bonds making up a larger percentage of pre-tax net income for the quarter and for the six months ended June 30, 2013.

 

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Capital Resources

 

Our ongoing capital requirements have been met primarily through retained earnings, less the payment of cash dividends.  Equity increased during the second quarter by net income, or $12.5 million, less the dividend paid during the quarter of approximately $3.1 million and the $8.3 net unrealized loss on available for sale securities.  As of June 30, 2013, shareholders’ equity was $516.6 million, an increase of $9.0 million, or 1.8%, from $507.5 million at December 31, 2012, and an increase of $91.7 million or 21.6% from $424.9 million at June 30, 2012.  The driving factor for the increase from the comparable period of 2012 was the issuance of common shares in the Savannah acquisition fair valued at $68.8 million.  Our equity-to-assets ratio increased to 10.24% at June 30, 2013 from 9.88% at the end of the fourth quarter of 2012 and increased from 9.72% at the end of the comparable period of 2012.

 

We are subject to certain risk-based capital guidelines. Certain ratios measure the relationship of capital to a combination of balance sheet and off-balance sheet risks. The values of both balance sheet and off-balance sheet items are adjusted to reflect credit risk. Under the guidelines promulgated by the Federal Reserve, which are substantially similar to those of the FDIC, Tier 1 risk-based capital must be at least 4% of risk-weighted assets, while total risk-based capital must be at least 8% of risk-weighted assets.

 

In conjunction with the risk-based capital ratios, the regulatory agencies have also prescribed a leverage capital ratio for assessing capital adequacy.

 

The Company’s capital adequacy ratios for the following periods are reflected below (the name has not been changed since there were bank call reports and bank holding company filings for both entities (Old SCBT Financial Corporation and Old First Financial Holding, Inc.) filed as of the respective dates below):

 

 

 

June 30,

 

December 31,

 

June 30,

 

 

 

2013

 

2012

 

2012

 

 

 

 

 

 

 

 

 

SCBT Financial Corporation:

 

 

 

 

 

 

 

Tier 1 risk-based capital

 

13.61

%

12.73

%

13.82

%

Total risk-based capital

 

14.87

%

13.99

%

15.09

%

Tier 1 leverage

 

9.22

%

9.87

%

9.24

%

 

 

 

 

 

 

 

 

SCBT:

 

 

 

 

 

 

 

Tier 1 risk-based capital

 

13.28

%

12.51

%

13.62

%

Total risk-based capital

 

14.54

%

13.78

%

14.89

%

Tier 1 leverage

 

9.00

%

9.70

%

9.12

%

 

Compared to December 31, 2012, our Tier 1 risk-based capital and total risk-based capital have increased due primarily to an increase in capital and a slight decrease in risk-weighted assets.  The growth in capital was generated primarily by retained earnings less the cash dividends paid during 2013.  Our Tier 1 risk-based capital and total risk-based capital have decreased from June 30, 2012 due to risk-weighted assets increasing faster than the increase in capital.  The growth in risk-weighted assets, average assets, and capital were generated primarily by the Savannah acquisition.  The Tier 1 leverage ratio has decreased compared to December 31, 2012 and June 30, 2012 due to the increase in average assets as a result of the Savannah acquisition. Our capital ratios are currently well in excess of the minimum standards and continue to be in the “well capitalized” regulatory classification.

 

In July 2013, the Federal Reserve announced its approval of a final rule to implement the Basel III regulatory capital reforms, among other changes required by the Dodd-Frank Act. The framework requires banking organizations to hold more and higher quality capital, which acts as a financial cushion to absorb losses, taking into account the impact of risk. The approved rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5% as well as a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rule also raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of 4% for all banking institutions. For the largest, most internationally active banking organizations, the rule includes a new minimum supplementary leverage ratio that takes into account off-balance sheet exposures. In terms of quality of capital, the final rule emphasizes common equity Tier 1 capital and implements strict eligibility criteria for regulatory capital instruments. It also improves the methodology for calculating risk-weighted assets to enhance risk sensitivity. The phase-in for smaller banking organizations will not begin until January 2015, while the phase-in period for larger banks starts in January 2014.  The ultimate impact of the U.S. implementation of the new capital and liquidity standards on the Company and the Bank is currently being reviewed.

 

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Liquidity

 

Liquidity refers to our ability to generate sufficient cash to meet our financial obligations, which arise primarily from the withdrawal of deposits, extension of credit and payment of operating expenses.  Our Asset/Liability Management Committee (“ALCO”) is charged with monitoring liquidity management policies, which are designed to ensure acceptable composition of asset/liability mix.  Two critical areas of focus for ALCO are interest rate sensitivity and liquidity risk management.  We have employed our funds in a manner to provide liquidity from both assets and liabilities sufficient to meet our cash needs.

 

Asset liquidity is maintained by the maturity structure of loans, investment securities and other short-term investments.  Management has policies and procedures governing the length of time to maturity on loans and investments.  Normally, changes in the earning asset mix are of a longer-term nature and are not utilized for day-to-day corporate liquidity needs.

 

Our liabilities provide liquidity on a day-to-day basis.  Daily liquidity needs are met from deposit levels or from our use of federal funds purchased, securities sold under agreements to repurchase and other short-term borrowings.  We engage in routine activities to retain deposits intended to enhance our liquidity position.  These routine activities include various measures, such as the following:

 

·                  Emphasizing relationship banking to new and existing customers, where borrowers are encouraged and normally expected to maintain deposit accounts with our Bank,

·                  Pricing deposits, including certificates of deposit, at rate levels that will attract and/or retain balances of deposits that will enhance our Bank’s asset/liability management and net interest margin requirements, and

·                  Continually working to identify and introduce new products that will attract customers or enhance our Bank’s appeal as a primary provider of financial services.

 

Our legacy SCBT loan portfolio increased by approximately $184.3 million, or about 7.4% compared to the balance at June 30, 2012.  Our investment securities portfolio increased $20.4 million during this same time period.  Total cash and cash equivalents were $436.5 million at June 30, 2013 as compared to $380.7 million at December 31, 2012 and $309.9 million at June 30, 2012.

 

At June 30, 2013, December 31, 2012, and June 30, 2012, the Company had $1.3 million, $13.0 million, and $4.1 million respectively, in traditional, out-of-market brokered deposits.  Total deposits increased $522.0 million, or 14.3% from June 30, 2012, to $4.2 billion resulting primarily from organic growth and the Savannah acquisition. Excluding deposits acquired in the Savannah acquisition, total deposits decreased $68.6 million, or 1.9%.  Excluding deposits acquired from Savannah, we increased our noninterest-bearing deposit balance by $108.8 million, or 13.5%, at June 30, 2013 as compared to the balance at June 30, 2012.  Federal funds purchased and securities sold under agreements to repurchase increased $42.2 million, or 19.2%, from the balance at June 30, 2012, and increased $23.8 million, or 10.0%, from the balance at December 31, 2012.  Other borrowings grew by $8.3 million, or 17.9%, from June 30, 2012 due to the addition of SAVB Capital Trust I and II through the Savannah acquisition.  To the extent that we employ other types of non-deposit funding sources, typically to accommodate retail and correspondent customers, we continue to emphasize shorter maturities of such funds.  Our approach may provide an opportunity to sustain a low funding rate or possibly lower our cost of funds but could also increase our cost of funds if interest rates rise.

 

Our ongoing philosophy is to remain in a liquid position taking into account our current composition of earning assets, asset quality, capital position, and operating results.  Our liquid earning assets include federal funds sold, balances at the Federal Reserve Bank, reverse repurchase agreements, and/or other short-term investments.  Cyclical and other economic trends and conditions can disrupt our Bank’s desired liquidity position at any time.  We expect that these conditions would generally be of a short-term nature.  Under such circumstances, our Bank’s federal funds sold position and any balances at the Federal Reserve Bank serve as the primary sources of immediate liquidity.  At June 30, 2013, our Bank had total federal funds credit lines of $376.0 million with no outstanding advances.  If additional liquidity were needed, the Bank would turn to short-term borrowings as an alternative immediate funding source and would consider other appropriate actions such as promotions to increase core deposits or the sale of a portion of our investment portfolio.  At June 30, 2013, our Bank had $81.3 million of credit available at the Federal Reserve Bank’s Discount Window, but had no outstanding advances as of the end of the quarter.  In addition, we could draw on additional alternative immediate funding sources from lines of credit extended to us from our correspondent banks and/or the FHLB.  At June 30, 2013, our Bank had a total FHLB credit facility of $355.5 million with total outstanding letters of credit consuming $17.8 million and no outstanding advances.  We believe that our liquidity position continues to be adequate and readily available.

 

Our contingency funding plan incorporates several potential stages based on liquidity levels.  Also, we review on at least an annual basis our liquidity position and our contingency funding plans with our principal banking regulator.  The Bank maintains various wholesale sources of funding.  If our deposit retention efforts were to be unsuccessful, our Bank would utilize these alternative sources of funding.  Under such circumstances, depending on the external source of funds, our interest cost would vary based on the

 

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range of interest rates charged to our Bank.  This could increase our Bank’s cost of funds, impacting net interest margins and net interest spreads.

 

Loss Share

 

The following table presents the expected losses on acquired assets covered under loss share agreements as of June 30, 2013:

 

 

 

 

 

 

 

 

 

Losses

 

Remaining

 

 

 

 

 

 

 

FDIC

 

Original

 

Original

 

Incurred *

 

Estimated

 

OREO

 

Projected

 

 

 

Threshold

 

Estimated

 

Estimated

 

through

 

Losses

 

Mark **

 

Total

 

(Dollars in thousands)

 

or ILE

 

Gross Losses

 

Covered Losses

 

6/30/2013

 

for Loans

 

6/30/2013

 

Losses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CBT

 

$

233,000

 

$

340,039

 

$

334,082

 

$

293,438

 

$

20,903

 

$

10,800

 

$

325,141

 

Habersham

 

94,000

 

124,363

 

119,978

 

84,617

 

8,387

 

5,278

 

98,282

 

BankMeridian

 

70,827

 

70,190

 

67,780

 

26,972

 

9,511

 

3,731

 

40,214

 

Total

 

$

397,827

 

$

534,592

 

$

521,840

 

$

405,027

 

$

38,801

 

$

19,809

 

$

463,637

 

 


* Claimed or Claimable loans and OREO losses excluding expenses, net of revenues.

** Represents the estimated losses on OREO at period end.  These losses have been recognized to record OREO at net realizable value. These losses are claimable from the FDIC upon sale or receipt of a valid appraisal.

 

Under the Habersham and BankMeridian loss share agreements, all losses (whether or not they exceed the intrinsic loss estimate (“ILE”)) are reimbursable by the FDIC at 80% of the losses and reimbursable expenses paid.  During the fourth quarter of 2011, the losses and reimbursable expenses claimed under the CBT loss share agreement exceeded the $233.0 million threshold and became reimbursable at 95% rather than the 80% rate.

 

Deposit and Loan Concentrations

 

We have no material concentration of deposits from any single customer or group of customers.  We have no significant portion of our loans concentrated within a single industry or group of related industries.  Furthermore, we attempt to avoid making loans that, in an aggregate amount, exceed 10% of total loans to a multiple number of borrowers engaged in similar business activities. As of June 30, 2013, there were no aggregated loan concentrations of this type.  We do not believe there are any material seasonal factors that would have a material adverse effect on us.  We do not have foreign loans or deposits.

 

Concentration of Credit Risk

 

We consider concentrations of credit to exist when, pursuant to regulatory guidelines, the amounts loaned to multiple number of borrowers engaged in similar business activities which would cause them to be similarly impacted by general economic conditions represent 25% of total risk-based capital, or $124.6 million at June 30, 2013.  Based on these criteria, we had four such credit concentrations at June 30, 2013, including loans to borrowers engaged in loans to religious organizations, loans to lessors of nonresidential buildings (except mini-warehouses), and loans to lessors of residential buildings, and loans to offices of physicians (except mental health specialists).

 

Cautionary Note Regarding Any Forward-Looking Statements

 

Statements included in Management’s Discussion and Analysis of Financial Condition and Results of Operations which are not historical in nature are intended to be, and are hereby identified as, forward-looking statements for purposes of the safe harbor provided by Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934.  The words “may,” “will,” “anticipate,” “should,” “would,” “believe,” “contemplate,” “expect,” “estimate,” “continue,” “may,” and “intend,” as well as other similar words and expressions of the future, are intended to identify forward-looking statements.  We caution readers that forward-looking statements are estimates reflecting our judgment based on current information, and are subject to certain risks and uncertainties that could cause actual results to differ materially from anticipated results.  Such risks and uncertainties include, among others, the matters described in Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2012, and the following:

 

·                  Credit risk associated with an obligor’s failure to meet the terms of any contract with the Bank or otherwise fail to perform as agreed;

 

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·                  Interest rate risk involving the effect of a change in interest rates on both the Bank’s earnings and the market value of the portfolio equity;

·                  Liquidity risk affecting our Bank’s ability to meet its obligations when they come due;

·                  Price risk focusing on changes in market factors that may affect the value of financial instruments which are “marked-to-market” periodically;

·                  Merger integration risk including potential deposit attrition, higher than expected costs, customer loss and business disruption associated with the integration of First Financial, including, without limitation, potential difficulties in maintaining relationships with key personnel and other integration related-matters;

·                  Transaction risk arising from problems with service or product delivery;

·                  Compliance risk involving risk to earnings or capital resulting from violations of or nonconformance with laws, rules, regulations, prescribed practices, or ethical standards;

·                  Regulatory change risk resulting from new laws, rules, regulations, proscribed practices or ethical standards, including the possibility that regulatory agencies may require higher levels of capital above the current regulatory-mandated minimums, including the impact of the capital rules under Basel III;

·                  Strategic risk resulting from adverse business decisions or improper implementation of business decisions;

·                  Reputation risk that adversely affects earnings or capital arising from negative public opinion;

·                  Terrorist activities risk that result in loss of consumer confidence and economic disruptions;

·                  Cybersecurity risk related to our dependence on internal computer systems and the technology of outside service providers,  as well as the potential impacts of third-party security breaches, subjects us to potential business disruptions or financial losses resulting from deliberate attacks or unintentional events;

·                  Noninterest income risk resulting from the effect of final rules amending Regulation E that prohibit financial institutions from charging consumer fees for paying overdrafts on ATM and one-time debit card transactions, unless the consumer consents or opts-in to the overdraft service for those types of transactions; and

·                  Economic downturn risk resulting in changes in the credit markets, greater than expected non-interest expenses, excessive loan losses and other factors, which risks could be exacerbated by potential negative economic developments resulting from the expiration of the federal tax reductions, and the implementation of federal spending cuts currently scheduled to go into effect.

 

All forward-looking statements in this report are based on information available to us as of the date of this report.  We undertake no obligation to publicly update or otherwise revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

 

Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We have no material changes in our quantitative and qualitative disclosures about market risk as of June 30, 2013 from that presented in our Annual Report on Form 10-K for the year ended December 31, 2012.

 

Item 4.  CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and the Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events.  There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

 

Changes in Internal Control over Financial Reporting

 

There has been no change in our internal control over financial reporting during the six months ended June 30, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II — OTHER INFORMATION

 

Item 1.  LEGAL PROCEEDINGS

 

As of June 30, 2013 and the date of this form 10-Q, we believe that we are not a party to, nor is any of our property the subject of, any pending material legal proceeding other than those that may occur in the ordinary course of our business, except for those described below.

 

Arnette Lawsuit.  On January 18, 2012, two purported shareholders of Peoples filed a class action lawsuit in the Court of Common Pleas for the Thirteenth Judicial District, State of South Carolina, County of Pickens, captioned F. Davis Arnette and Mary F. Arnette v. Peoples Bancorporation, Inc., Case No. 2012-CP-39-0064 (the “Arnette Lawsuit”). The Complaint names as defendants Peoples, the members of Peoples’ board of directors immediately prior to the completion of the merger between SCBT and Peoples (the “Director Defendants”) and SCBT. The Complaint is brought on behalf of a putative class of shareholders of Peoples common stock and seeks a declaration that it is properly maintainable as a class action. The Complaint alleges that Peoples’ directors breached their fiduciary duties by failing to maximize shareholder value in connection with the merger between SCBT and Peoples, and also alleges that SCBT aided and abetted those breaches of fiduciary duty. The Complaint seeks declaratory and injunctive relief to prevent the completion of the merger, an accounting to determine damages sustained by the putative class, and costs including plaintiffs’ attorneys’ and experts’ fees. SCBT believes that the claims asserted in the Complaint are without merit and that the proceeding will not have any material adverse effect on the financial condition or operations of SCBT.

 

On April 17, 2012, SCBT entered into a memorandum of understanding (the “Peoples MOU”) with plaintiffs and other named defendants regarding the settlement of the Complaint. Under the terms of the Peoples MOU, SCBT, Peoples, the Director Defendants and the plaintiffs have agreed to settle the Arnette Lawsuit and release the defendants from all claims relating to the Peoples merger, subject to approval by the Court. If the Court approves the settlement contemplated by the Peoples MOU, the Arnette Lawsuit will be dismissed with prejudice. Pursuant to the terms of the Peoples MOU, SCBT and Peoples have made available additional information to Peoples shareholders in the Current Report on Form 8-K filed April 18, 2012. In return, the plaintiffs have agreed to the dismissal of the Arnette Lawsuit with prejudice and to withdraw all motions filed in connection with the Arnette Lawsuit. If the Peoples MOU is finally approved by the Court, it is anticipated that the Peoples MOU will resolve and release all claims in all actions that were or could have been brought challenging any aspect of the Peoples merger, the Peoples merger agreement and any disclosures made in connection therewith. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the Court will approve the settlement, even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the Peoples MOU may be terminated.

 

Rational Lawsuit.  On October 11, 2012, a purported shareholder of Savannah filed a lawsuit in the Supreme Court of the State of New York captioned Rational Strategies Fund v. Robert H. Demere, Jr. et al., No. 653566/2012 (the “Rational Lawsuit”), naming Savannah, members of Savannah’s board of directors and SCBT as defendants. This lawsuit is purportedly brought on behalf of a putative class of Savannah’s common shareholders and seeks a declaration that it is properly maintainable as a class action with the Plaintiff as the proper class representative. The Rational Lawsuit alleges that Savannah, Savannah’s directors and SCBT breached duties and/or aided and abetted such breaches by failing to disclose certain material information about the proposed merger between Savannah and SCBT. Among other relief, the Complaint seeks to enjoin the merger. SCBT believes that the claims asserted in the Complaint are without merit and that the proceeding will not have any material adverse effect on the financial condition or operations of SCBT.

 

On November 23, 2012, SCBT, Savannah and the other named defendants entered into a memorandum of understanding (the “Rational MOU”) with the Plaintiff regarding a settlement of the Rational Lawsuit. Pursuant to the Rational MOU, Savannah made available additional information concerning the Savannah merger to Savannah shareholders in a Current Report on Form 8-K. The Rational MOU provides that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including court approval following notice to Savannah’s shareholders. If the settlement is finally approved by the Court, it is anticipated that the settlement will resolve and release all claims in the action that were or could have been brought challenging any aspect of the Savannah merger, the Savannah merger agreement, and any disclosure made in connection therewith, and that the action will be dismissed with prejudice. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve the settlement even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the Rational MOU may be terminated.

 

First Financial Litigation.  On March 5, 2013, a purported shareholder of First Financial filed a lawsuit in the Court of Chancery of the State of Delaware captioned Arthur Walter v. R. Wayne Hall et al., No. 8386-VCN.  On March 25, 2013, another purported shareholder of First Financial filed a lawsuit in the same court captioned Emmy Moore v. R. Wayne Hall et al., No. 8434-VCN. Each complaint named First Financial, members of First Financial’s board of directors and SCBT as defendants.  The complaints were purportedly brought on behalf of a putative class of First Financial’s common shareholders and sought a declaration that the lawsuits are properly maintainable as a class action with the named plaintiffs as the proper class representatives. Each

 

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complaint alleged that First Financial’s board of directors breached their fiduciary duties to First Financial shareholders by attempting to sell First Financial to SCBT by means of an unfair process and for an unfair price and that SCBT aided and abetted these alleged breaches of fiduciary duty. Among other relief, each complaint sought declaratory and injunctive relief to prevent the proposed merger between First Financial and SCBT. On April 18, 2013, the Court of Chancery issued an order consolidating the two lawsuits into one action captioned In re First Financial Holdings, Inc. Shareholder Litigation, No. 8386-VCN, and requiring the plaintiffs to file a single consolidated amended complaint as soon as practicable. On May 7, 2013, the plaintiffs filed a consolidated amended complaint, which generally alleges that First Financial’s board of directors breached their fiduciary duties to First Financial shareholders by attempting to sell First Financial to SCBT by means of an unfair process and for an unfair price and by failing to disclose certain material information about the proposed merger.

 

On July 16, 2013, SCBT, First Financial and the director defendants entered into a memorandum of understanding (the “First Financial MOU”) with plaintiffs regarding the settlement of the action, subject to the approval of the court.  Pursuant to the terms of the MOU, SCBT and First Financial agreed to make available additional information to First Financial shareholders regarding the First Financial merger.  In return, the plaintiffs agreed to the dismissal of the lawsuit with prejudice and not to seek any interim relief in favor of the alleged class of First Financial stockholders. If the court approves the settlement contemplated by the First Financial MOU, the lawsuit will be dismissed with prejudice and the defendants will be released from any claims that plaintiffs and the alleged class of First Financial shareholders may have based upon, arising out of, or related to the First Financial merger, defendants’ consideration of the First Financial merger, and any disclosures or public filings related to the First Financial merger (other than any claims of First Financial shareholders under the federal securities law entirely unrelated to the First Financial merger or any disclosures related thereto). The First Financial MOU provides that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including court approval following notice to First Financial’s shareholders. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve the settlement, even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the First Financial MOU may be terminated.

 

On May 3, 2013, a purported shareholder of SCBT filed a lawsuit in the Supreme Court of the State of New York in the County of New York captioned Rational Strategies Fund v. Robert R. Hill Jr. et al., No. 651625/2013, naming SCBT and members of its board of directors as defendants. This lawsuit is purportedly brought on behalf of a putative class of SCBT’s common shareholders and seeks a declaration that it is properly maintainable as a class action with the Plaintiff as the proper class representative. The lawsuit alleges that SCBT and members of its board of directors breached duties by failing to disclose certain material information about the proposed merger between First Financial and SCBT. Among other relief, the Complaint seeks to enjoin the merger.

 

On July 18, 2013, the court granted a temporary injunction enjoining SCBT from certifying the vote of its shareholders at its special meeting on July 24, 2013 to consider and vote upon the First Financial merger, pending a hearing scheduled for the same date on the defendants’ motion to vacate that temporary injunction. On July 19, 2013, SCBT entered into a memorandum of understanding (the “Rational/First Financial MOU”) with plaintiff regarding the settlement of the action.  Pursuant to the Rational/First Financial MOU, SCBT agreed to make available additional information to SCBT shareholders regarding the First Financial merger, and the plaintiff agreed to jointly request with SCBT that the temporary injunction be lifted so that the results of the special meeting could be certified without any delay or impediment. Under the terms of the Rational/First Financial MOU, SCBT, the SCBT director defendants and the plaintiff have agreed to settle the lawsuit and release the defendants from all claims made by the plaintiff relating to the First Financial merger, subject to approval by the Court. If the court approves the settlement contemplated by the Rational/First Financial MOU, the lawsuit will be dismissed with prejudice. The Rational/First Financial MOU provides that the parties will enter into a stipulation of settlement, which will be subject to customary conditions, including court approval following notice to SCBT’s shareholders. There can be no assurance that the parties will ultimately enter into a stipulation of settlement or that the court will approve the settlement, even if the parties were to enter into such stipulation. In such event, the proposed settlement as contemplated by the Rational/First Financial MOU may be terminated.

 

Item 1A.  RISK FACTORS

 

Investing in shares of our common stock involves certain risks, including those identified and described in Item 1A. of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as well as cautionary statements contained in this Form 10-Q, including those under the caption “Cautionary Note Regarding Any Forward-Looking Statements” set forth in Part I, Item 2 of this Form 10-Q, risks and matters described elsewhere in this Form 10-Q and in our other filings with the SEC.

 

Item 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

(a)           Not applicable

 

(b)           Not applicable

 

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(c)           Issuer Purchases of Registered Equity Securities:

 

In February 2004, we announced a stock repurchase program with no formal expiration date to repurchase up to 250,000 shares of our common stock.  There are 147,872 shares that may yet be purchased under that program.  The following table reflects share repurchase activity during the second quarter of 2013:

 

Period

 

(a) Total
Number of
Shares (or
Units)
Purchased

 

(b) Average
Price Paid per
Share (or Unit)

 

(c) Total
Number of
Shares (or
Units)
Purchased as
Part of Publicly
Announced
Plans or
Programs

 

(d) Maximum
Number (or
Approximate
Dollar Value) of
Shares (or
Units) that May
Yet Be
Purchased
Under the Plans
or Programs

 

 

 

 

 

 

 

 

 

 

 

April 1- April 30

 

1,256

*

$

47.77

 

 

147,872

 

May 1 - May 31

 

 

 

 

147,872

 

June 1 - June 30

 

 

 

 

147,872

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,256

 

 

 

 

147,872

 

 


* These shares were repurchased under arrangements, authorized by our stock-based compensation plans and Board of Directors, whereby officers or directors may sell previously owned shares to the Company in order to pay for the exercises of stock options or for income taxes owed on vesting shares of restricted stock.  These shares are not purchased under the plan to repurchase 250,000 shares announced in February 2004.

 

Item 3.  DEFAULTS UPON SENIOR SECURITIES

 

Not applicable.

 

Item 4.  MINE SAFETY DISCLOSURES

 

Not applicable.

 

Item 5.  OTHER INFORMATION

 

Not applicable.

 

Item 6.  EXHIBITS

 

The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated by reference.

 

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

 

 

FIRST FINANCIAL HOLDINGS, INC.

 

(Registrant)

 

 

 

 

Date: August 9, 2013

/s/ Robert R. Hill, Jr.

 

Robert R. Hill, Jr.

 

President and Chief Executive Officer

 

(Principal Executive Officer)

 

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Date: August 9, 2013

/s/ John C. Pollok

 

John C. Pollok

 

Senior Executive Vice President,

 

Chief Financial Officer, and

 

Chief Operating Officer

 

(Principal Financial Officer)

 

 

Date: August 9, 2013

/s/ Keith S. Rainwater

 

Keith S. Rainwater

 

Executive Vice President and

 

Director of External Reporting
(Principal Accounting Officer)

 

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Exhibit Index

 

Exhibit No.

 

Description

 

 

 

Exhibit 31.1

 

Rule 13a-14(a) Certification of Principal Executive Officer

 

 

 

Exhibit 31.2

 

Rule 13a-14(a) Certification of Principal Financial Officer

 

 

 

Exhibit 32

 

Section 1350 Certifications of Principal Executive Officer and Principal Financial Officer

 

 

 

Exhibit 101

 

The following financial statements from the Quarterly Report on Form 10-Q of First Financial Holdings, Inc. for the quarter ended June 30, 2013, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statements of Comprehensive Income, (iv) Condensed Consolidated Statements of Changes in Shareholders’ Equity, (v) Condensed Consolidated Statement of Cash Flows and (vi) Notes to Condensed Consolidated Financial Statements.(1)

 


(1)                                 As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.

 

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