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NOTE A — BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U. S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2012, are not necessarily indicative of the results that may be expected for the year ending December 31, 2012 or any other period. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2011.
Use of Estimates
The preparation of these condensed consolidated financial statements required the use of certain estimates by management in determining the Company’s assets, liabilities, revenues and expenses. Actual results could differ from those estimates.
Specific areas, among others, requiring the application of management’s estimates include determination of the allowance for loan losses, the valuation of investment securities available for sale, fair value of impaired loans, contingent liabilities, other real estate owned, and the valuation of deferred tax valuation allowance. Actual results could differ from those estimates.
|
|||
NOTE B — RECENT ACCOUNTING STANDARDS
Future Application of Accounting Pronouncements
In December 2011, the FASB issued ASU No. 2011-11, “Disclosures About Offsetting Assets and Liabilities.” This project began as an attempt to converge the offsetting requirements under U.S. GAAP and IFRS. However, as the Boards were not able to reach a converged solution with regards to offsetting requirements, the Boards developed convergent disclosure requirements to assist in reconciling differences in the offsetting requirements under U.S. GAAP and IFRS. The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of financial position as well as instruments and transactions subject to an agreement similar to a master netting arrangement. ASU No. 2011-11 also requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements. ASU No. 2011-11 is effective for interim and annual reporting periods beginning on or after January 1, 2013. As the provisions of ASU No. 2011-11 only impact the disclosure requirements related to the offsetting of assets and liabilities, the adoption will have no impact on the Company’s Consolidated Financial Statements.
|
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NOTE C — BASIC AND DILUTED EARNINGS (LOSS) PER COMMON SHARE
Equivalent shares of 1,117,000 and 1,125,000 related to stock options, stock settled appreciation rights and warrants for each of the periods ended March 31, 2012 and 2011, respectively, were excluded from the computation of diluted EPS because they would have been anti-dilutive.
| Three Months Ended March 31, |
||||||||
| (Dollars in thousands, except per share data) | 2012 | 2011 | ||||||
|
Basic: |
||||||||
|
Net income (loss) available to common shareholders |
$ | 1 | $ | (579 | ) | |||
|
Average basic shares outstanding |
93,618,129 | 93,458,692 | ||||||
|
|
|
|
|
|||||
|
Basic (loss) EPS |
$ | 0.00 | $ | (0.01 | ) | |||
|
|
|
|
|
|||||
|
Diluted: |
||||||||
|
Net income (loss) available to common shareholders |
$ | 1 | $ | (579 | ) | |||
|
Average shares basic outstanding |
93,618,129 | 93,458,692 | ||||||
|
Employee restricted stock |
776,777 | 0 | ||||||
|
|
|
|
|
|||||
|
Average diluted shares outstanding |
94,394,906 | 93,458,692 | ||||||
|
|
|
|
|
|||||
|
Diluted (loss) EPS |
$ | 0.00 | $ | (0.01 | ) | |||
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NOTE D — FAIR VALUE INSTRUMENTS MEASURED AT FAIR VALUE
In certain circumstances, fair value enables the Company to more accurately align its financial performance with the market value of actively traded or hedged assets and liabilities. Fair values enable a company to mitigate the non-economic earnings volatility caused from financial assets and financial liabilities being carried at different bases of accounting, as well as, to more accurately portray the active and dynamic management of a company’s balance sheet. ASC 820 provides additional guidance for estimating fair value when the volume and level of activity for an asset or liability has significantly decreased. ASC 820 also includes guidance on identifying circumstances that indicate a transaction is not orderly. Under ASC 820, fair value measurements for items measured at fair value at March 31, 2012 and 2011 included:
| (Dollars in thousands) | Fair Value Measurements |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
||||||||||||
|
March 31, 2012 |
||||||||||||||||
|
Available for sale securities (3) |
$ | 574,615 | $ | 1,718 | $ | 572,897 | $ | — | ||||||||
|
Loans available for sale |
8,214 | — | 8,214 | — | ||||||||||||
|
Loans (1) |
33,108 | — | 11,714 | 21,394 | ||||||||||||
|
Other real estate owned (2) |
15,530 | — | 2,390 | 13,140 | ||||||||||||
|
March 31, 2011 |
||||||||||||||||
|
Available for sale securities (3) |
$ | 514,150 | $ | 4,208 | $ | 509,942 | $ | — | ||||||||
|
Loans available for sale |
3,095 | — | 3,095 | — | ||||||||||||
|
Loans (1) |
47,781 | — | 11,709 | 36,072 | ||||||||||||
|
Other real estate owned (2) |
24,111 | — | 2,361 | 21,750 | ||||||||||||
| (1) | See Note E. Nonrecurring fair value adjustments to loans identified as impaired reflect full or partial write-downs that are based on the loan’s observable market price or current appraised value of the collateral in accordance with ASC 310. |
| (2) | Fair value is measured on a nonrecurring basis in accordance with ASC 360. |
| (3) | See Note H for further detail of fair value of individual investment categories. |
When appraisals are used to determine fair value and the appraisals are based on a market approach, the related loan’s fair value is classified as Level 2 input. The fair value of loans based on appraisals which require significant adjustments to market-based valuation inputs or apply an income approach based on unobservable cash flows, is classified as Level 3 inputs.
Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincides with the Company’s monthly and/or quarter valuation process.
During the quarters ended March 31, 2012 and 2011 there were no transfers between level 1 and level 2 assets carried at fair value.
For loans classified as level 3 transfers in totaled $13.1 million for the first quarter of 2012. For 2012, transfers out consisted of charge-offs of $0.6 million, and foreclosures migrating to other real estate owned (“OREO”) and other reductions (including principal payments) totaling $0.5 million. No sales were recorded.
Charge-offs recognized upon loan foreclosures are generally offset by general or specific allocations of the allowance for loan losses and generally do not, and did not during the reporting periods, significantly impact the Company’s provision for loan losses.
For OREO classified as level 3 during the first quarter of 2012, transfers out totaled $5.9 million, consisting of valuation write-downs of $1.2 million and sales of $4.7 million, and transfers in consisted of foreclosed loans totaling $0.6 million.
The following table shows the carrying value and fair value of the Company’s financial assets and financial liabilities as of March 31, 2012 and 2011:
| March 31, 2012 | March 31, 2011 | |||||||||||||||
| (Dollars in thousands) | Carrying Value |
Fair Value | Carrying Value |
Fair Value | ||||||||||||
|
Financial Assets |
||||||||||||||||
|
Cash and cash equivalents |
$ | 272,034 | $ | 272,034 | $ | 227,538 | $ | 227,538 | ||||||||
|
Securities |
593,416 | 594,041 | 539,985 | 539,967 | ||||||||||||
|
Loans, net |
1,191,937 | 1,206,948 | 1,191,030 | 1,205,261 | ||||||||||||
|
Loans held for sale |
8,214 | 8,214 | 3,095 | 3,095 | ||||||||||||
|
Financial Liabilities |
||||||||||||||||
|
Deposit liabilities |
1,737,459 | 1,740,367 | 1,686,210 | 1,692,698 | ||||||||||||
|
Borrowings |
199,316 | 204,499 | 165,185 | 168,588 | ||||||||||||
|
Subordinated debt |
53,610 | 32,166 | 53,610 | 17,200 | ||||||||||||
The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate that value at March 31, 2012 and 2011:
Cash and cash equivalents: The carrying amount was used as a reasonable estimate of fair value.
Securities: U.S. Treasury securities are reported at fair value utilizing level 1 inputs. Other securities classified as available for sale are reported at fair value utilizing level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and a bond’s terms and conditions, among other things.
The Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment portfolio securities that are esoteric or that have complicated structure. The Company’s entire portfolio consists of traditional investments, nearly all of which are U.S. Treasury obligations, federal agency bullet or mortgage pass-through securities, or general obligation or revenue based municipal bonds. Pricing for such instruments is fairly generic and is easily obtained. From time to time, the Company will validate, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from third party sources or derived using internal models.
Loans: Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, mortgage, etc. Each loan category is further segmented into fixed and adjustable rate interest terms and by performing and nonperforming categories. The fair value of loans, except residential mortgages, is calculated by discounting scheduled cash flows through the estimated maturity using estimated market discount rates that reflect the credit and interest rate risks inherent in the loan. For residential mortgage loans, fair value is estimated by discounting contractual cash flows adjusting for prepayment assumptions using discount rates based on secondary market sources. The estimated fair value is not an exit price fair value under ASC 820 when this valuation technique is used.
Loans held for sale: Fair values are based upon estimated values to be received from independent third party purchasers.
Deposit Liabilities: The fair value of demand deposits, savings accounts and money market deposits is the amount payable at the reporting date. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for funding of similar remaining maturities.
Borrowings: The fair value of floating rate borrowings is the amount payable on demand at the reporting date. The fair value of fixed rate borrowings is estimated using the rates currently offered for borrowings of similar remaining maturities.
Subordinated debt: The fair value of the floating rate subordinated debt is estimated using discounted cash flow analysis and the Company’s current incremental borrowing rate for similar instruments.
|
|||
NOTE E — IMPAIRED LOANS AND VALUATION ALLOWANCE FOR LOAN LOSSES
During the three months ending March 31, 2012, the total of newly identified TDRs was $2.9 million, of which $0.1 million were accruing construction and land development loans and $2.1 million were accruing residential real estate mortgages. Loans modified, but where full collection under the modified terms is doubtful are classified as nonaccrual loans from the date of modification and are therefore excluded from the tables below.
The Company’s TDR concessions granted generally do not include forgiveness of principal balances. Loan modifications are not reported in calendar years after modification if the loans were modified at an interest rate equal to the yields of new loan originations with comparable risk and the loans are performing based on the terms of the restructuring agreements.
When a loan is modified as a TDR, there is not a direct, material impact on the loans within the consolidated Balance Sheet, as principal balances are generally not forgiven. All loans prior to modification were classified as an impaired loan and the allowance for loan losses is determined in accordance with Company policy.
The following table presents loans that were modified within the three months ended March 31, 2012:
|
(Dollars in thousands) Troubled Debt Restructurings Modified |
Number of Contracts |
Pre-Modification Outstanding Recorded Investment |
Post-Modification Outstanding Recorded Investment |
Specific Reserve Recorded |
Valuation Allowance Recorded |
|||||||||||||||
|
Construction and land development |
1 | $ | 70 | $ | 64 | $ | 0 | $ | 6 | |||||||||||
|
Residential real estate |
10 | 2,054 | 1,966 | 0 | 88 | |||||||||||||||
|
Commercial real estate |
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
Commercial and financial |
1 | 46 | 44 | 0 | 2 | |||||||||||||||
|
Consumer |
0 | 0 | 0 | 0 | 0 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
|
Total |
12 | $ | 2,170 | $ | 2,074 | $ | 0 | $ | 96 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Accruing loans that were restructured within the twelve months preceding March 31, 2012 and defaulted during the three months ended March 31, 2012 are presented in the table below. The Company considers a loan to have defaulted when it becomes 60 days or more delinquent under the modified terms, has been transferred to nonaccrual status, or has been transferred to other real estate owned. A defaulted TDR is generally placed on nonaccrual and specific allowance for loan loss is assigned in accordance with the Company’s policy.
| 2012 | ||||||||
|
(Dollars in thousands) Troubled Debt Restructurings Defaulted |
Number of Contracts |
Recorded Investment |
||||||
|
Construction and land development |
1 | $ | 37 | |||||
|
|
|
|
|
|||||
|
Total |
1 | $ | 37 | |||||
|
|
|
|
|
|||||
As of March 31, 2012 and December 31, 2011, the Company’s recorded investments in impaired loans and the related valuation allowances were as follows:
| March 31, 2012 | ||||||||||||
| (Dollars in thousands) | Recorded Investment |
Unpaid Principal Balance |
Related Valuation Allowance |
|||||||||
|
Impaired Loans with No Related Allowance Recorded: |
||||||||||||
|
Construction and land development |
$ | 1,571 | $ | 2,290 | $ | 0 | ||||||
|
Commercial real estate |
8,220 | 13,248 | 0 | |||||||||
|
Residential real estate |
8,963 | 13,227 | 0 | |||||||||
|
Commercial and financial |
10 | 11 | 0 | |||||||||
|
Consumer |
508 | 557 | 0 | |||||||||
|
Impaired Loans with an Allowance Recorded: |
||||||||||||
|
Construction and land development |
3,848 | 4,177 | 532 | |||||||||
|
Commercial real estate |
46,592 | 47,147 | 3,468 | |||||||||
|
Residential real estate |
29,039 | 29,437 | 4,069 | |||||||||
|
Commercial and financial |
0 | 0 | 0 | |||||||||
|
Consumer |
659 | 667 | 123 | |||||||||
|
Total: |
||||||||||||
|
Construction and land development |
5,419 | 6,467 | 532 | |||||||||
|
Commercial real estate |
54,812 | 60,395 | 3,468 | |||||||||
|
Residential real estate |
38,002 | 42,664 | 4,069 | |||||||||
|
Commercial and financial |
10 | 11 | 0 | |||||||||
|
Consumer |
1,167 | 1,224 | 123 | |||||||||
|
|
|
|
|
|
|
|||||||
| $ | 99,410 | $ | 110,761 | $ | 8,192 | |||||||
|
|
|
|
|
|
|
|||||||
| December 31, 2011 | ||||||||||||
| (Dollars in thousands) | Recorded Investment |
Unpaid Principal Balance |
Related Valuation Allowance |
|||||||||
|
Impaired Loans with No Related Allowance Recorded: |
||||||||||||
|
Construction and land development |
$ | 1,616 | $ | 2,431 | $ | 0 | ||||||
|
Commercial real estate |
19,101 | 22,219 | 0 | |||||||||
|
Residential real estate |
9,128 | 13,442 | 0 | |||||||||
|
Commercial and financial |
16 | 16 | 0 | |||||||||
|
Consumer |
481 | 523 | 0 | |||||||||
|
Impaired Loans with an Allowance Recorded: |
||||||||||||
|
Construction and land development |
3,777 | 4,131 | 375 | |||||||||
|
Commercial real estate |
39,199 | 39,824 | 3,385 | |||||||||
|
Residential real estate |
26,140 | 26,940 | 3,099 | |||||||||
|
Commercial and financial |
101 | 101 | 8 | |||||||||
|
Consumer |
578 | 584 | 112 | |||||||||
|
Total: |
||||||||||||
|
Construction and land development |
5,393 | 6,562 | 375 | |||||||||
|
Commercial real estate |
58,300 | 62,043 | 3,385 | |||||||||
|
Residential real estate |
35,268 | 40,382 | 3,099 | |||||||||
|
Commercial and financial |
117 | 117 | 8 | |||||||||
|
Consumer |
1,059 | 1,107 | 112 | |||||||||
|
|
|
|
|
|
|
|||||||
| $ | 100,137 | $ | 110,211 | $ | 6,979 | |||||||
|
|
|
|
|
|
|
|||||||
As of the three months ended March 31, 2012 and 2011, the Company’s recorded investments in impaired loans and the related valuation allowances were as follows:
|
Three Months Ended March 31, 2012 |
Three Months Ended March 31, 2011 |
|||||||||||||||
| (Dollars in thousands) | Average Recorded Investment |
Interest Income Recognized |
Average Recorded Investment |
Interest Income Recognized |
||||||||||||
|
Impaired Loans with No Related Allowance Recorded: |
||||||||||||||||
|
Construction and land development |
$ | 1,601 | $ | 1 | $ | 3,601 | $ | 10 | ||||||||
|
Commercial real estate |
15,474 | 13 | 23,639 | 95 | ||||||||||||
|
Residential real estate |
9,073 | 2 | 9,348 | 4 | ||||||||||||
|
Commercial and financial |
14 | 0 | 3,071 | 0 | ||||||||||||
|
Consumer |
490 | 0 | 172 | 0 | ||||||||||||
|
Impaired Loans with an Allowance Recorded: |
||||||||||||||||
|
Construction and land development |
3,801 | 31 | 28,499 | 38 | ||||||||||||
|
Commercial real estate |
41,663 | 399 | 40,715 | 484 | ||||||||||||
|
Residential real estate |
27,106 | 216 | 27,227 | 235 | ||||||||||||
|
Commercial and financial |
67 | 0 | 169 | 1 | ||||||||||||
|
Consumer |
605 | 7 | 1,038 | 7 | ||||||||||||
|
Total: |
||||||||||||||||
|
Construction and land development |
5,402 | 32 | 32,100 | 48 | ||||||||||||
|
Commercial real estate |
57,137 | 412 | 64,354 | 579 | ||||||||||||
|
Residential real estate |
36,179 | 218 | 36,575 | 239 | ||||||||||||
|
Commercial and financial |
81 | 0 | 3,240 | 1 | ||||||||||||
|
Consumer |
1,095 | 7 | 1,210 | 7 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 99,894 | $ | 669 | $ | 137,479 | $ | 874 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Impaired loans also include loans that have been modified in troubled debt restructurings (“TDRs”) where concessions to borrowers who experienced financial difficulties have been granted. At March 31, 2012 and December 31, 2011, accruing TDRs totaled $57.7 million and $71.6 million, respectively.
Interest payments received on impaired loans are recorded as interest income unless collection of the remaining recorded investment is doubtful at which time payments received are recorded as reductions to principal. For the quarter ended March 31, 2012 and 2011, the Company recorded $669,000 and $874,000, respectively, in interest income on impaired loans.
Transactions in the allowance for loan losses for the three months ended March 31, 2012 and 2011 are summarized as follows:
| March 31, 2012 | ||||||||||||||||||||||||
| (Dollars in thousands) | Beginning Balance |
Provision for Loan Losses |
Charge- Offs |
Recoveries | Net Charge- Offs |
Ending Balance |
||||||||||||||||||
|
Construction & land development |
$ | 1,883 | $ | (159 | ) | $ | (230 | ) | $ | 15 | $ | (215 | ) | $ | 1,509 | |||||||||
|
Commercial real estate |
11,477 | 1,645 | (2,287 | ) | 76 | (2,211 | ) | 10,911 | ||||||||||||||||
|
Residential real estate |
10,966 | 864 | (1,054 | ) | 50 | (1,004 | ) | 10,826 | ||||||||||||||||
|
Commercial and financial |
402 | 78 | (97 | ) | 34 | (63 | ) | 417 | ||||||||||||||||
|
Consumer |
837 | (123 | ) | (13 | ) | 91 | 78 | 792 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 25,565 | $ | 2,305 | $ | (3,681 | ) | $ | 266 | $ | (3,415 | ) | $ | 24,455 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| March 31, 2011 | ||||||||||||||||||||||||
| (Dollars in thousands) | Beginning Balance |
Provision for Loan Losses |
Charge- Offs |
Recoveries | Net Charge- Offs |
Ending Balance |
||||||||||||||||||
|
Construction & land development |
$ | 7,214 | $ | (1,558 | ) | $ | (1,850 | ) | $ | 306 | $ | (1,544 | ) | $ | 4,112 | |||||||||
|
Commercial real estate |
18,563 | (1,226 | ) | (581 | ) | 11 | (570 | ) | 16,767 | |||||||||||||||
|
Residential real estate |
10,102 | 3,275 | (1,923 | ) | 76 | (1,847 | ) | 11,530 | ||||||||||||||||
|
Commercial and financial |
480 | 172 | 0 | 87 | 87 | 739 | ||||||||||||||||||
|
Consumer |
1,385 | (23 | ) | (182 | ) | 25 | (157 | ) | 1,205 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 37,744 | $ | 640 | $ | (4,536 | ) | $ | 505 | $ | (4,031 | ) | $ | 34,353 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The allowance for loan losses is composed of specific allowances for certain impaired loans and general allowances grouped into loan pools based on similar characteristics. The Company’s loan portfolio and related allowance as of March 31, 2012 and 2011 is shown in the table below:
| March 31, 2012 | ||||||||||||||||||||||||
| Individually Evaluated for Impairment |
Collectively Evaluated for Impairment |
Total | ||||||||||||||||||||||
| (Dollars in thousands) | Carrying Value |
Associated Allowance |
Carrying Value |
Associated Allowance |
Carrying Value |
Associated Allowance |
||||||||||||||||||
|
Construction & land development |
$ | 5,419 | $ | 532 | $ | 48,599 | $ | 977 | $ | 54,018 | $ | 1,509 | ||||||||||||
|
Commercial real estate |
54,812 | 3,468 | 451,748 | 7,443 | 506,560 | 10,911 | ||||||||||||||||||
|
Residential real estate |
38,002 | 4,069 | 512,261 | 6,757 | 550,263 | 10,826 | ||||||||||||||||||
|
Commercial and financial |
10 | 0 | 54,551 | 417 | 54,561 | 417 | ||||||||||||||||||
|
Consumer |
1 167 | 123 | 49,823 | 669 | 50,990 | 792 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 99,410 | $ | 8,192 | $ | 1,116,982 | $ | 16,263 | $ | 1,216,392 | $ | 24,455 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| March 31, 2011 | ||||||||||||||||||||||||
| Individually Evaluated for Impairment |
Collectively Evaluated for Impairment |
Total | ||||||||||||||||||||||
| (Dollars in thousands) | Carrying Value |
Associated Allowance |
Carrying Value |
Associated Allowance |
Carrying Value |
Associated Allowance |
||||||||||||||||||
|
Construction & land development |
$ | 29,799 | $ | 2,068 | $ | 45,919 | $ | 2,044 | $ | 75,718 | $ | 4,112 | ||||||||||||
|
Commercial real estate |
75,488 | 5,380 | 451,732 | 11,387 | 527,220 | 16,767 | ||||||||||||||||||
|
Residential real estate |
36,489 | 4,142 | 483,764 | 7,388 | 520,253 | 11,530 | ||||||||||||||||||
|
Commercial and financial |
300 | 199 | 51,220 | 540 | 51,520 | 739 | ||||||||||||||||||
|
Consumer |
1,092 | 87 | 49,580 | 1,118 | 50,672 | 1,205 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 143,168 | $ | 11,876 | $ | 1,082,215 | $ | 22,477 | $ | 1,225,383 | $ | 34,353 | |||||||||||||
|
|
|
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NOTE F: CONTINGENCIES
The Company and its subsidiaries, because of the nature of their businesses, are at all times subject to numerous legal actions, threatened or filed. Management presently believes that none of the legal proceedings to which it is a party are likely to have a materially adverse effect on the Company’s consolidated financial condition, operating results or cash flows, although no assurance can be given with respect to the ultimate outcome of any such claim or litigation.
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NOTE G: EQUITY CAPITAL
During March 2012, the U.S. Treasury conducted an auction for sale of their investment in six banks in the Troubled Asset Relief Program (“TARP”) Capital Purchase Program (“CPP”), including their $50 million investment in Seacoast. The U.S. Treasury was successful in selling all of its investment in the Company’s Series A Preferred Stock. We continue to view this capital as an important component of our capital structure. The U.S. Treasury retains it rights to the warrant for purchase of 589,625 shares of common stock at $6.36 per share.
The Company is well capitalized for bank regulatory purposes. To be categorized as well capitalized, the Company must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth under “Capital Resources” in this Report. At March 31, 2012, the Company’s principal subsidiary, Seacoast National Bank, or “Seacoast National”, met the risk-based capital and leverage ratio requirements for well capitalized banks under the regulatory framework for prompt corrective action.
Seacoast National has agreed to maintain a Tier 1 capital (to adjusted average assets) ratio of at least 8.50% and a total risk-based capital ratio of at least 12.00% with its primary regulator, the Office of the Comptroller of the Currency (“OCC”). The agreement with the OCC as to minimum capital ratios does not change the Bank’s status as “well-capitalized” for bank regulatory purposes.
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NOTE H: SECURITIES
The amortized cost and fair value of securities available for sale and held for investment at March 31, 2012 and December 31, 2011 are summarized as follows:
| March 31, 2012 | ||||||||||||||||
| Gross Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
| (In thousands) | ||||||||||||||||
|
SECURITIES AVAILABLE FOR SALE |
||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government Sponsored Entities |
$ | 1,699 | $ | 19 | $ | — | $ | 1,718 | ||||||||
|
Mortgage-backed securities of U.S Government Sponsored Entities |
151,891 | 3,010 | (114 | ) | 154,787 | |||||||||||
|
Collateralized mortgage obligations of U.S. Government Sponsored Entities |
336,313 | 6,033 | (258 | ) | 342,088 | |||||||||||
|
Private collateralized mortgage obligations |
74,630 | 867 | (634 | ) | 74,863 | |||||||||||
|
Obligations of state and political subdivisions Other |
1,097 | 62 | — | 1,159 | ||||||||||||
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|
|
|
|
|
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|
|||||||||
| $ | 565,630 | $ | 9,991 | $ | (1,006 | ) | $ | 574,615 | ||||||||
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SECURITIES HELD FOR INVESTMENT |
||||||||||||||||
|
Collateralized mortgage obligations of U.S. Government Sponsored Entities |
$ | 8,943 | $ | — | $ | (127 | ) | $ | 8,816 | |||||||
|
Private collateralized mortgage obligations |
1,697 | 39 | — | 1,736 | ||||||||||||
|
Obligations of state and political subdivisions |
6,661 | 677 | — | 7,338 | ||||||||||||
|
Other |
1,500 | 36 | — | 1,536 | ||||||||||||
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|
|
|
|
|
|
|
|||||||||
| $ | 18,801 | $ | 752 | $ | (127 | ) | $ | 19,426 | ||||||||
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| December 31, 2011 | ||||||||||||||||
| Gross Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
| (In thousands) | ||||||||||||||||
|
SECURITIES AVAILABLE FOR SALE |
||||||||||||||||
|
U.S. Treasury securities and obligations of U.S. Government Sponsored Entities |
$ | 1,699 | $ | 25 | $ | — | $ | 1,724 | ||||||||
|
Mortgage-backed securities of Government Sponsored Entities |
135,665 | 2,819 | (37 | ) | 138,447 | |||||||||||
|
Collateralized mortgage obligations of Government Sponsored Entities |
428,139 | 9,111 | (316 | ) | 436,934 | |||||||||||
|
Private collateralized mortgage obligations |
73,247 | 330 | (3,487 | ) | 70,090 | |||||||||||
|
Obligations of state and political subdivisions |
1,097 | 70 | — | 1,167 | ||||||||||||
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|
|
|
|
|
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|
|||||||||
| $ | 639,847 | $ | 12,355 | $ | (3,840 | ) | $ | 648,362 | ||||||||
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|
|
|
|
|
|
|||||||||
|
SECURITIES HELD FOR INVESTMENT |
||||||||||||||||
|
Collateralized mortgage obligations of Government Sponsored Entities |
$ | 10,475 | $ | — | $ | (136 | ) | $ | 10,339 | |||||||
|
Private collateralized mortgage obligations |
1,840 | 40 | — | 1,880 | ||||||||||||
|
Obligations of state and political subdivisions |
6,662 | 570 | — | 7,232 | ||||||||||||
|
Other |
1,000 | 36 | — | 1,036 | ||||||||||||
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|
|
|
|
|
|
|||||||||
| $ | 19,977 | $ | 646 | $ | (136 | ) | $ | 20,487 | ||||||||
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Proceeds from sales of securities during the three month period ended March 31, 2012 were $111,717,000 with gross gains of $3,374,000 and gross losses of $0. No sales of securities occurred during the three month period ended March 31, 2011.
Securities with a carrying value of $84,489,000 and fair value of $84,526,000 at March 31, 2012 were pledged as collateral for United States Treasury deposits, and other public and trust deposits. Securities with a carrying value and fair value of $149,507,000 were pledged as collateral for repurchase agreements.
The amortized cost and fair value of securities at March 31, 2012, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or repay obligations with or without call or prepayment penalties.
| Held for Investment | Available for Sale | |||||||||||||||
| Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
|||||||||||||
| (In thousands) | ||||||||||||||||
|
Due in less than one year |
$ | — | $ | — | $ | 499 | $ | 505 | ||||||||
|
Due after one year through five years |
127 | 127 | 1,405 | 1,434 | ||||||||||||
|
Due after five years through ten years |
1,503 | 1,629 | 892 | 938 | ||||||||||||
|
Due after ten years |
5,031 | 5,582 | — | — | ||||||||||||
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|
|
|
|
|
|
|||||||||
| 6,661 | 7,338 | 2,796 | 2,877 | |||||||||||||
|
Mortgage-backed securities of Government Sponsored Entities |
— | — | 151,891 | 154,787 | ||||||||||||
|
Collateralized mortgage obligations of Government Sponsored Entities |
8,943 | 8,816 | 336,313 | 342,088 | ||||||||||||
|
Private collateralized mortgage obligations |
1,697 | 1,736 | 74,630 | 74,863 | ||||||||||||
|
No contractual maturity |
1,500 | 1,536 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 18,801 | $ | 19,426 | $ | 565,630 | $ | 574,615 | |||||||||
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|
|
|||||||||
The estimated fair value of a security is determined based on market quotations when available or, if not available, by using quoted market prices for similar securities, pricing models or discounted cash flows analyses, using observable market data where available. The tables below indicate the amount of securities with unrealized losses and period of time for which these losses were outstanding at March 31, 2012 and December 31, 2011, respectively.
| March 31, 2012 | ||||||||||||||||||||||||
| Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
| Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
|||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
|
Mortgage-backed securities of U.S. Government Sponsored Entities |
$ | 23,601 | $ | (114 | ) | $ | — | $ | — | $ | 23,601 | $ | (114 | ) | ||||||||||
|
Collateralized mortgage obligations of U.S. Government Sponsored Entities |
61,337 | (385 | ) | — | — | 61,337 | (385 | ) | ||||||||||||||||
|
Private collateralized mortgage obligations |
9,315 | (150 | ) | 26,778 | (484 | ) | 36,093 | (634 | ) | |||||||||||||||
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|
|
|
|
|
|
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|
|
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|
|
|||||||||||||
|
Total temporarily impaired securities |
$ | 94,253 | $ | (649 | ) | $ | 26,778 | $ | (484 | ) | $ | 121,031 | $ | (1,133 | ) | |||||||||
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|
|||||||||||||
| December 31, 2011 | ||||||||||||||||||||||||
| Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
| Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
|||||||||||||||||||
| (In thousands) | ||||||||||||||||||||||||
|
Mortgage-backed securities of U.S. Government Sponsored Entities |
$ | 18,800 | $ | (37 | ) | $ | — | $ | — | $ | 18,800 | $ | (37 | ) | ||||||||||
|
Collateralized mortgage obligations of U.S. Government Sponsored Entities |
59,913 | (452 | ) | — | — | 59,913 | (452 | ) | ||||||||||||||||
|
Private collateralized mortgage obligations |
32,615 | (2,001 | ) | 27,282 | (1,486 | ) | 59,897 | (3,487 | ) | |||||||||||||||
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|
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|
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|
|||||||||||||
|
Total temporarily impaired securities |
$ | 111,328 | $ | (2,490 | ) | $ | 27,282 | $ | (1,486 | ) | $ | 138,610 | $ | (3,976 | ) | |||||||||
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Approximately $0.6 million of $1.1 million of the unrealized losses at March 31, 2012 pertain to private label securities secured by collateral originated in 2005 and prior. Their fair value is $36.1 million as of March 31, 2012 and is attributable to a combination of factors, including relative changes in interest rates since the time of purchase and decreased liquidity for investment securities in general. The collateral underlying these mortgage investments are 30- and 15-year fixed and 10/1 adjustable rate mortgages loans with low loan to values, subordination and historically have had minimal foreclosures and losses. Based on its assessment of these factors, management believes that the unrealized losses on these debt security holdings are a function of changes in investment spreads and interest rate movements and not changes in credit quality. Management expects to recover the entire amortized cost basis of these securities.
At March 31, 2012, the Company also had $0.5 million of unrealized losses on mortgage-backed securities of government sponsored entities having a fair value of $84.9 million that were attributable to a combination of factors, including relative changes in interest rates since the time of purchase and decreased liquidity for investment securities in general. The contractual cash flows for these securities are guaranteed by U.S. government agencies and U.S. government-sponsored enterprises. Based on its assessment of these factors, management believes that the unrealized losses on these debt security holdings are a function of changes in investment spreads and interest rate movements and not changes in credit quality. Management expects to recover the entire amortized cost basis of these securities.
As of March 31, 2012, the Company does not intend to sell nor is it anticipated that it would be required to sell any of its investment securities that have losses. Therefore, management does not consider any investment to be other-than-temporarily impaired at March 31, 2012.
Included in other assets was $12.0 million at March 31, 2012 of Federal Home Loan Bank and Federal Reserve Bank stock stated at par value. At March 31, 2012, the Company has not identified events or changes in circumstances which may have a significant adverse effect on the fair value of the $12.0 million of cost method investment securities.
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NOTE I: INCOME TAXES
The tax provision for net income for the first three months of 2012 totaled $399,000. An adjustment to the deferred tax valuation allowance was recorded in a like amount. The Company has recorded net deferred tax assets (“DTA”) of $16.6 million at March 31, 2012. Although realization is not assured, management believes that realization of the DTA is more likely than not, based upon expectations as to future taxable income and tax planning strategies, as defined by ASU 740 Income Taxes. Should the economy show improvement and the Company’s credit losses continue to moderate prospectively, as the Company continues to generate taxable income, increased reliance on management’s forecast of future taxable earnings could result in realization of additional future tax benefits from the net operating loss carryforwards. At March 31, 2012 the Company has approximately $44.5 million in its deferred tax valuation allowance allocated to its deferred tax assets, primarily net operating loss carryforwards.
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NOTE J — LOANS
Information relating to loans as of March 31, 2012 and December 31, 2011 is summarized as follows:
| 2012 | 2011 | |||||||
| (In thousands) | ||||||||
|
Construction and land development |
$ | 54,018 | $ | 49,184 | ||||
|
Commercial real estate |
506,560 | 508,353 | ||||||
|
Residential real estate |
550,263 | 546,246 | ||||||
|
Commerical and financial |
54,561 | 53,105 | ||||||
|
Consumer |
50,789 | 50,611 | ||||||
|
Other |
201 | 575 | ||||||
|
|
|
|
|
|||||
|
NET LOAN BALANCES |
$ | 1,216,392 | $ | 1,208,074 | ||||
|
|
|
|
|
|||||
| (1) | Net loan balances as of March 31, 2012 and December 31, 2011 are net of deferred costs of $1,671,000 and $1,632,000, respectively. |
The following table presents the contractual aging of the recorded investment in past due loans by class of loans as of March 31, 2012 and December 31, 2011:
March 31, 2012
| (Dollars in thousands) | Accruing 30-59 Days Past Due |
Accruing 60-89 Days Past Due |
Accruing Greater Than 90 Days |
Nonaccrual | Current | Total Financing Receivables |
||||||||||||||||||
|
Construction and land development |
$ | 299 | $ | 49 | $ | — | $ | 2,236 | $ | 51,434 | $ | 54,018 | ||||||||||||
|
Commercial real estate |
3,810 | — | — | 24,511 | 478,239 | 506,560 | ||||||||||||||||||
|
Residential real estate |
2,569 | 609 | 29 | 14,268 | 532,788 | 550,263 | ||||||||||||||||||
|
Commerical and financial |
— | — | — | 10 | 54,551 | 54,561 | ||||||||||||||||||
|
Consumer |
75 | 72 | — | 691 | 49,951 | 50,789 | ||||||||||||||||||
|
Other |
— | — | — | — | 201 | 201 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total |
$ | 6,753 | $ | 730 | $ | 29 | $ | 41,716 | $ | 1,167,164 | $ | 1,216,392 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
December 31, 2011
| (Dollars in thousands) | Accruing 30-59 Days Past Due |
Accruing 60-89 Days Past Due |
Accruing Greater Than 90 Days |
Nonaccrual | Current | Total Financing Receivables |
||||||||||||||||||
|
Construction and land development |
$ | 6 | $ | 215 | $ | — | $ | 2,227 | $ | 46,736 | $ | 49,184 | ||||||||||||
|
Commercial real estate |
836 | — | — | 13,120 | 494,397 | 508,353 | ||||||||||||||||||
|
Residential real estate |
2,979 | 607 | — | 12,555 | 530,105 | 546,246 | ||||||||||||||||||
|
Commerical and financial |
80 | — | — | 16 | 53,009 | 53,105 | ||||||||||||||||||
|
Consumer |
246 | 74 | — | 608 | 49,683 | 50,611 | ||||||||||||||||||
|
Other |
— | — | — | — | 575 | 575 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
|
Total |
$ | 4,147 | $ | 896 | $ | — | $ | 28,526 | $ | 1,174,505 | $ | 1,208,074 | ||||||||||||
|
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|
|
|
|
|
|
|
|
|
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|
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The Company utilizes an internal asset classification system as a means of reporting problem and potential problem loans. Under the Company’s risk rating system, the Company classifies problem and potential problem loans as “Special Mention,” “Substandard,” and “Doubtful” and these loans are monitored on an ongoing basis. Substandard loans include those characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loans classified as substandard may require a specific allowance, but generally does not exceed 30% of the principal balance. Loans classified as Doubtful, have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans classified as doubtful generally have specific allowances in excess of 30% of the principal balance. Loans that do not currently expose the Company to sufficient risk to warrant classification in one of the aforementioned categories, but possess weaknesses that deserve management’s close attention are deemed to be Special Mention. Risk ratings are updated any time the situation warrants.
Loans not meeting the criteria above are considered to be pass-rated loans and risk grades are recalculated at least annually by the loan relationship manager.
The following table presents the risk category, class of loans and the recorded investment as of March 31, 2012 and December 31, 2011:
March 31, 2012
| Construction & Land Development |
Commercial Real Estate |
Residential Real Estate |
Commercial and Financial |
Consumer Loans |
Total | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
|
Pass |
$ | 47,441 | $ | 391,748 | $ | 507,429 | $ | 53,019 | $ | 49,604 | $ | 1,049,241 | ||||||||||||
|
Special mention |
1,109 | 43,414 | 4,776 | 1,327 | — | 50,626 | ||||||||||||||||||
|
Substandard |
49 | 16,586 | 84 | 205 | 220 | 17,144 | ||||||||||||||||||
|
Doubtful |
— | — | — | — | — | — | ||||||||||||||||||
|
Nonaccrual |
2,236 | 24,511 | 14,268 | 10 | 691 | 41,716 | ||||||||||||||||||
|
Troubled debt restructures |
3,183 | 30,301 | 23,706 | — | 475 | 57,665 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 54,018 | $ | 506,560 | $ | 550,263 | $ | 54,561 | $ | 50,990 | $ | 1,216,392 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
December 31, 2011
| Construction & Land Development |
Commercial Real Estate |
Residential Real Estate |
Commercial and Financial |
Consumer Loans |
Total | |||||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||||||
|
Pass |
$ | 42,899 | $ | 387,161 | $ | 505,316 | $ | 51,375 | $ | 49,299 | $ | 1,036,050 | ||||||||||||
|
Special mention |
802 | 57,334 | 5,529 | 1,445 | 523 | 65,633 | ||||||||||||||||||
|
Substandard |
90 | 5,558 | 133 | 168 | 305 | 6,254 | ||||||||||||||||||
|
Doubtful |
— | — | — | — | — | — | ||||||||||||||||||
|
Nonaccrual |
2,227 | 13,120 | 12,555 | 16 | 608 | 28,526 | ||||||||||||||||||
|
Troubled debt restructures |
3,166 | 45,180 | 22,713 | 101 | 451 | 71,611 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 49,184 | $ | 508,353 | $ | 546,246 | $ | 53,105 | $ | 51,186 | $ | 1,208,074 | |||||||||||||
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