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FIRST BANCORP /NC/ - Quarter Report: 2012 March (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

 

 

 

Commission File Number 0-15572

 

                            FIRST BANCORP                            

(Exact Name of Registrant as Specified in its Charter)

 

North Carolina   56-1421916
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification Number)
     
341 North Main Street, Troy, North Carolina   27371-0508
(Address of Principal Executive Offices)   (Zip Code)
     
(Registrant's telephone number, including area code)   (910)   576-6171

 

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 twelve 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.      ý YES      o NO

 

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ý YES     o NO

 

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. (Check one)

 

£ Large Accelerated Filer S Accelerated Filer £ Non-Accelerated Filer £ Smaller Reporting Company
     (Do not check if a smaller  
     reporting company)  

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     o YES     ý NO

 

The number of shares of the registrant's Common Stock outstanding on April 30, 2012 was 16,949,941.

 

 

 

 
 

INDEX

FIRST BANCORP AND SUBSIDIARIES

 

 

  Page
   
Part I.  Financial Information  
   
Item 1 - Financial Statements  
   
Consolidated Balance Sheets -  
March 31, 2012 and March 31, 2011  
(With Comparative Amounts at December 31, 2011) 4
   
Consolidated Statements of Income -  
For the Periods Ended March 31, 2012 and 2011 5
   
Consolidated Statements of Comprehensive Income -  
For the Periods Ended March 31, 2012 and 2011 6
   
Consolidated Statements of Shareholders’ Equity -  
For the Periods Ended March 31, 2012 and 2011 7
   
Consolidated Statements of Cash Flows -  
For the Periods Ended March 31, 2012 and 2011 8
   
Notes to Consolidated Financial Statements 9
   
Item 2 – Management’s Discussion and Analysis of Consolidated  
Results of Operations and Financial Condition 38
   
Item 3 – Quantitative and Qualitative Disclosures About Market Risk 61
   
Item 4 – Controls and Procedures 63
   
Part II.  Other Information  
   
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds 64
   
Item 6 – Exhibits 64
   
Signatures 66

 

 

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FORWARD-LOOKING STATEMENTS

 

Part I of this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” or other statements concerning our opinions or judgment about future events. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of our customers, our level of success in integrating acquisitions, actions of government regulators, the level of market interest rates, and general economic conditions. For additional information about factors that could affect the matters discussed in this paragraph, see the “Risk Factors” section of our 2011 Annual Report on Form 10-K.

 

 

 

 

 

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Part I. Financial Information

Item 1 - Financial Statements

First Bancorp and Subsidiaries

Consolidated Balance Sheets

 

 

($ in thousands-unaudited)

  March 31,
2012
   December 31,
2011(audited)
   March 31,
2011
 
ASSETS               
Cash and due from banks, noninterest-bearing  $58,001    80,341    59,985 
Due from banks, interest-bearing   234,137    135,218    182,445 
Federal funds sold   1,203    608    14,590 
    Total cash and cash equivalents   293,341    216,167    257,020 
                
Securities available for sale   159,182    182,626    192,382 
Securities held to maturity (fair values of $61,226, $62,754, and $58,526)   57,066    57,988    57,433 
                
Presold mortgages in process of settlement   7,003    6,090    2,696 
                
Loans – non-covered   2,094,524    2,069,152    2,045,998 
Loans – covered by FDIC loss share agreement   342,100    361,234    440,212 
  Total loans   2,436,624    2,430,386    2,486,210 
Allowance for loan losses – non-covered   (46,455)   (35,610)   (35,773)
Allowance for loan losses – covered   (6,372)   (5,808)   (7,002)
  Total allowance for loan losses   (52,827)   (41,418)   (42,775)
  Net loans   2,383,797    2,388,968    2,443,435 
                
Premises and equipment   72,343    69,975    67,879 
Accrued interest receivable   10,969    11,779    12,958 
FDIC indemnification asset   113,405    121,677    140,937 
Goodwill   65,835    65,835    65,835 
Other intangible assets   3,675    3,897    4,575 
Other real estate owned – non-covered   36,838    37,023    26,961 
Other real estate owned – covered   79,535    85,272    95,868 
Other assets   54,017    43,177    34,484 
       Total assets  $3,337,006    3,290,474    3,402,463 
                
LIABILITIES               
Deposits:   Noninterest bearing checking accounts  $371,293    335,833    332,168 
  Interest bearing checking accounts   468,691    423,452    349,677 
  Money market accounts   526,684    513,832    516,045 
  Savings accounts   157,619    146,481    161,869 
  Time deposits of $100,000 or more   738,839    753,233    806,735 
  Other time deposits   567,933    582,206    677,947 
      Total deposits   2,831,059    2,755,037    2,844,441 
Securities sold under agreements to repurchase       17,105    72,951 
Borrowings   133,894    133,925    108,833 
Accrued interest payable   1,659    1,872    2,328 
Other liabilities   31,963    37,385    24,520 
    Total liabilities   2,998,575    2,945,324    3,053,073 
                
Commitments and contingencies               
                
SHAREHOLDERS’ EQUITY               
Preferred stock, no par value per share.  Authorized: 5,000,000 shares               
    Issued and outstanding:  63,500, 63,500, and 65,000 shares   63,500    63,500    65,000 
Discount on preferred stock           (2,703)
Common stock, no par value per share.  Authorized: 40,000,000 shares               
    Issued and outstanding:  16,937,641, 16,909,820 and 16,824,489 shares   105,068    104,841    104,581 
Retained earnings   178,195    185,491    187,401 
Accumulated other comprehensive income (loss)   (8,332)   (8,682)   (4,889)
    Total shareholders’ equity   338,431    345,150    349,390 
         Total liabilities and shareholders’ equity  $3,337,006    3,290,474    3,402,463 

 

See notes to consolidated financial statements.

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First Bancorp and Subsidiaries

Consolidated Statements of Income

($ in thousands, except share data-unaudited) Three Months Ended
March 31,
 
   2012   2011 
INTEREST INCOME          
Interest and fees on loans  $35,042    36,807 
Interest on investment securities:          
    Taxable interest income   1,258    1,432 
    Tax-exempt interest income   493    500 
Other, principally overnight investments   139    90 
    Total interest income   36,932    38,829 
           
INTEREST EXPENSE          
Savings, checking and money market   849    1,230 
Time deposits of $100,000 or more   2,175    2,604 
Other time deposits   1,269    2,169 
Securities sold under agreements to repurchase   4    50 
Borrowings   544    462 
    Total interest expense   4,841    6,515 
           
Net interest income   32,091    32,314 
Provision for loan losses – non-covered   18,557    7,570 
Provision for loan losses – covered   2,998    3,773 
Total provision for loan losses   21,555    11,343 
Net interest income after provision for loan losses   10,536    20,971 
           
NONINTEREST INCOME          
Service charges on deposit accounts   2,847    2,645 
Other service charges, commissions and fees   2,192    1,915 
Fees from presold mortgage loans   411    295 
Commissions from sales of insurance and financial products   383    355 
Gain from acquisition       10,196 
Foreclosed property losses and write-downs – non-covered   (688)   (1,353)
Foreclosed property losses and write-downs – covered   (4,547)   (4,934)
FDIC indemnification asset income, net   4,105    5,040 
Securities gains   452    14 
Other gains   194    20 
    Total noninterest income   5,349    14,193 
           
NONINTEREST EXPENSES          
Salaries   10,174    9,711 
Employee benefits   3,914    3,202 
  Total personnel expense   14,088    12,913 
Net occupancy expense   1,681    1,672 
Equipment related expenses   1,170    1,062 
Intangibles amortization   223    224 
Acquisition expenses       351 
Other operating expenses   7,213    8,821 
    Total noninterest expenses   24,375    25,043 
           
Income (loss) before income taxes   (8,490)   10,121 
Income taxes (benefit)   (3,308)   3,746 
           
Net income (loss)   (5,182)   6,375 
           
Preferred stock dividends   (760)   (813)
Accretion of preferred stock discount       (229)
           
Net income (loss) available to common shareholders  $(5,942)   5,333 
           
Earnings (loss) per common share:          
    Basic  $(0.35)   0.32 
    Diluted   (0.35)   0.32 
           
Dividends declared per common share  $0.08    0.08 
           
Weighted average common shares outstanding:          
    Basic   16,924,616    16,813,941 
    Diluted   16,924,650    16,841,787 

See notes to consolidated financial statements.

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First Bancorp and Subsidiaries

Consolidated Statements of Comprehensive Income

 

 

   Three Months Ended
March 31,
 
($ in thousands-unaudited)  2012   2011 
         
Net income (loss)  $(5,182)   6,375 
Other comprehensive income (loss):          
  Unrealized gains on securities available for sale:          
Unrealized holding gains arising during the period, pretax   717    190 
     Tax benefit   (280)   (74)
    Reclassification to realized gains   (452)   (14)
         Tax expense   176    5 
Postretirement Plans:          
Amortization of unrecognized net actuarial loss   301    140 
      Tax expense   (117)   (56)
Amortization of prior service cost and transition obligation   9    9 
      Tax expense   (4)   (4)
Other comprehensive income   350    196 
 
Comprehensive income (loss)
  $(4,832)   6,571 
           

 

See notes to consolidated financial statements.

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First Bancorp and Subsidiaries

Consolidated Statements of Shareholders’ Equity

 

 

(In thousands, except per share - unaudited)  Preferred   Preferred
Stock
   Common Stock   Retained   Accumulated
Other
Comprehensive
   Total
Share-
holders’
 
   Stock   Discount   Shares   Amount   Earnings   Income (Loss)   Equity 
                             
                             
Balances, January 1, 2011  $65,000    (2,932)   16,801   $104,207    183,413    (5,085)   344,603 
                                    
Net income                       6,375         6,375 
Common stock issued under stock option plans             2    31              31 
Common stock issued into dividend reinvestment plan             14    210              210 
Cash dividends declared ($0.08 per common share)                       (1,345)        (1,345)
Preferred dividends                       (813)        (813)
Accretion of preferred stock discount        229              (229)         
Stock-based compensation             7    133              133 
Other comprehensive income                            196    196 
                                    
Balances, March 31, 2011  $65,000    (2,703)   16,824   $104,581    187,401    (4,889)   349,390 
                                    
                                    
Balances, January 1, 2012  $63,500        16,910   $104,841    185,491    (8,682)   345,150 
                                    
Net income (loss)                       (5,182)        (5,182)
Common stock issued into dividend reinvestment plan             18    209              209 
Repurchases of common stock                 (2)             (2)
Cash dividends declared ($0.08 per common share)                       (1,354)        (1,354)
Preferred dividends                       (760)        (760)
Stock-based compensation             10    20              20 
Other comprehensive income                               350    350 
                                    
Balances, March 31, 2012  $63,500        16,938   $105,068    178,195    (8,332)   338,431 
                                    

See notes to consolidated financial statements.

 

 

 

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First Bancorp and Subsidiaries

Consolidated Statements of Cash Flows

 

   Three Months Ended
March 31,
 
($ in thousands-unaudited)  2012   2011 
Cash Flows From Operating Activities          
Net income (loss)  $(5,182)   6,375 
Reconciliation of net income to net cash provided by operating activities:          
    Provision for loan losses   21,555    11,343 
    Net security premium amortization   456    412 
    Purchase accounting accretion and amortization, net   (2,525)   (2,500)
    Gain from acquisition       (10,196)
    Foreclosed property losses and write-downs   5,235    6,287 
    Gain on securities available for sale   (452)   (14)
    Other gains   (194)   (20)
    Increase in net deferred loan costs   (60)   (207)
    Depreciation of premises and equipment   1,133    1,092 
    Stock-based compensation expense   20    133 
    Amortization of intangible assets   223    224 
    Origination of presold mortgages in process of settlement   (19,422)   (20,082)
    Proceeds from sales of presold mortgages in process of settlement   18,509    21,348 
    Decrease in accrued interest receivable   810    621 
    Increase in other assets   (15,846)   (4,281)
    Increase (decrease) in accrued interest payable   (213)   246 
    Decrease in other liabilities   (5,080)   (5,280)
         Net cash provided (used) by operating activities   (1,033)   5,501 
           
Cash Flows From Investing Activities          
    Purchases of securities available for sale   (9,000)   (21,817)
    Purchases of securities held to maturity       (3,232)
    Proceeds from sales of securities available for sale   9,641    2,518 
    Proceeds from maturities/issuer calls of securities available for sale   23,125    11,469 
    Proceeds from maturities/issuer calls of securities held to maturity   860    686 
    Net decrease (increase) in loans   (23,828)   35,368 
    Proceeds from FDIC loss share agreements   13,247    31,214 
    Proceeds from sales of foreclosed real estate   10,653    6,772 
    Purchases of premises and equipment   (3,501)   (1,214)
    Net cash received in acquisition       54,037 
         Net cash provided by investing activities   21,197    115,801 
           
Cash Flows From Financing Activities          
    Net increase in deposits and repurchase agreements   58,950    17,713 
    Repayments of borrowings, net       (92,081)
    Cash dividends paid – common stock   (1,353)   (1,344)
    Cash dividends paid – preferred stock   (794)   (813)
    Proceeds from issuance of common stock   209    241 
    Repurchase of common stock   (2)    
         Net cash provided (used) by financing activities   57,010    (76,284)
           
Increase in cash and cash equivalents   77,174    45,018 
Cash and cash equivalents, beginning of period   216,167    212,002 
           
Cash and cash equivalents, end of period  $293,341    257,020 
           
Supplemental Disclosures of Cash Flow Information:          
Cash paid during the period for:          
    Interest  $5,054    6,269 
    Income taxes   5,275    8,200 
Non-cash transactions:          
    Unrealized gain on securities available for sale, net of taxes   161    107 
    Foreclosed loans transferred to other real estate   9,966    19,441 

 

See notes to consolidated financial statements.

 

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First Bancorp and Subsidiaries

Notes to Consolidated Financial Statements

 

 

(unaudited) For the Periods Ended March 31, 2012 and 2011  

 

Note 1 - Basis of Presentation

 

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of March 31, 2012 and 2011 and the consolidated results of operations and consolidated cash flows for the periods ended March 31, 2012 and 2011. All such adjustments were of a normal, recurring nature. Reference is made to the 2011 Annual Report on Form 10-K filed with the SEC for a discussion of accounting policies and other relevant information with respect to the financial statements. The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the results to be expected for the full year. The Company has evaluated all subsequent events through the date the financial statements were issued.

 

Note 2 – Accounting Policies

 

Note 1 to the 2011 Annual Report on Form 10-K filed with the SEC contains a description of the accounting policies followed by the Company and discussion of recent accounting pronouncements. During the first quarter of 2012, there were no new standards or guidance issued by the regulatory authorities relevant to the Company.

 

Note 3 – Reclassifications

 

Certain amounts reported in the period ended March 31, 2011 have been reclassified to conform to the presentation for March 31, 2012. These reclassifications had no effect on net income or shareholders’ equity for the periods presented, nor did they materially impact trends in financial information.

 

Note 4 – Acquisition - Pending

 

On October 21, 2011, the Company entered into a Branch Purchase and Assumption Agreement (“The Agreement”) with Waccamaw Bankshares, Inc., and its subsidiary, Waccamaw Bank. The Agreement provides for First Bank to acquire eleven branches from Waccamaw Bank, which includes assuming all deposits, selected performing loans, and all premises and equipment. Deposits total approximately $180 million and loans total approximately $98 million.

 

The Agreement provides for the deposits to be purchased at a premium that varies by account type. The estimated blended premium is approximately 1.5% of total deposits.

 

The Agreement provides for loans to be purchased at par (the amount of principal outstanding and interest receivable) and for premises and equipment to be purchased at net book value. Approximately $31 million of the $98 million in loans being acquired are subject to a provision in the Agreement allowing First Bank to put the loans back to Waccamaw Bank at par value for any reason within 20 months following the closing date of the transaction. The Agreement is subject to regulatory approval and other customary conditions. No assurance can be provided that this Agreement will be approved.

 

Note 5 – Equity-Based Compensation Plans

 

At March 31, 2012, the Company had the following equity-based compensation plans: the First Bancorp 2007 Equity Plan, the First Bancorp 2004 Stock Option Plan, the First Bancorp 1994 Stock Option Plan, and one plan that was assumed from an acquired entity. The Company’s shareholders approved all equity-based compensation plans, except for those assumed from acquired companies. The First Bancorp 2007 Equity Plan became effective

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upon the approval of shareholders on May 2, 2007. As of March 31, 2012, the First Bancorp 2007 Equity Plan was the only plan that had shares available for future grants.

 

The First Bancorp 2007 Equity Plan is intended to serve as a means to attract, retain and motivate key employees and directors and to associate the interests of the plans’ participants with those of the Company and its shareholders. The First Bancorp 2007 Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted stock, restricted performance stock, unrestricted stock, and performance units.

 

Recent equity grants to employees have either had performance vesting conditions, service vesting conditions, or both. Compensation expense for these grants is recorded over the various service periods based on the estimated number of equity grants that are probable to vest. No compensation cost is recognized for grants that do not vest and any previously recognized compensation cost will be reversed. As it relates to director equity grants, the Company grants common shares, valued at approximately $242,000 on the date of the grant, to each non-employee director in June of each year. Compensation expense associated with these director grants is recognized on the date of grant since there are no vesting conditions.

 

The Company granted long-term restricted shares of common stock to certain senior executives on February 24, 2011 and February 23, 2012 with a two year minimum vesting period. The total compensation expense associated with the February 24, 2011 grant was $105,500 and the grant will fully vest on February 24, 2013. The Company recorded $12,400 in the first quarter of 2012 and will record $9,700 in each subsequent quarter of 2012. The total compensation expense associated with the February 23, 2012 grant was $89,700 and the grant will fully vest on February 23, 2014. The Company recorded $3,700 in the first quarter of 2012 and will record $11,200 in each subsequent quarter of 2012.

 

Under the terms of the Predecessor Plans and the First Bancorp 2007 Equity Plan, options can have a term of no longer than ten years, and all options granted thus far under these plans have had a term of ten years. The Company’s options provide for immediate vesting if there is a change in control (as defined in the plans).

 

At March 31, 2012, there were 476,624 options outstanding related to the three First Bancorp plans, with exercise prices ranging from $14.35 to $22.12. At March 31, 2012, there were 896,709 shares remaining available for grant under the First Bancorp 2007 Equity Plan. The Company also has a stock option plan as a result of a corporate acquisition. At March 31, 2012, there were 4,788 stock options outstanding in connection with the acquired plan, with option prices ranging from $10.66 to $15.22.

 

The Company issues new shares of common stock when options are exercised.

 

The Company measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. The Company determines the assumptions used in the Black-Scholes option pricing model as follows: the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant; the dividend yield is based on the Company’s dividend yield at the time of the grant (subject to adjustment if the dividend yield on the grant date is not expected to approximate the dividend yield over the expected life of the option); the volatility factor is based on the historical volatility of the Company’s stock (subject to adjustment if future volatility is reasonably expected to differ from the past); and the weighted-average expected life is based on the historical behavior of employees related to exercises, forfeitures and cancellations.

 

The Company’s equity grants for the three months ended March 31, 2012 were the issuance of 9,559 shares of long-term restricted stock to certain senior executives on February 23, 2012, at a fair market value of $10.96 per share, which was the closing price of the Company’s common stock on that date.

 

The Company’s equity grants for the three months ended March 31, 2011 were the issuance of 7,259 shares of long-term restricted stock to certain senior executives on February 24, 2011, at a fair market value of $14.54 per share, which was the closing price of the Company’s common stock on that date.

 

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The Company recorded total stock-based compensation expense of $20,000 and $133,000 for the three-month periods ended March 31, 2012 and 2011, respectively, which relates to the employee grants discussed above and is recorded as “salaries expense.” Stock based compensation is reflected as an adjustment to cash flows from operating activities on the Company’s Consolidated Statement of Cash Flows. The Company recognized $8,000 and $48,000 of income tax benefits related to stock based compensation expense in the income statement for the three months ended March 31, 2012 and 2011, respectively.

 

As noted above, certain of the Company’s stock option grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period. The Company has elected to recognize compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for the entire award. Compensation expense is based on the estimated number of stock options and awards that will ultimately vest. Over the past five years, there have only been minimal amounts of forfeitures, and therefore the Company assumes that all options granted without performance conditions will become vested.

 

The following table presents information regarding the activity for the first three months of 2012 related to all of the Company’s stock options outstanding:

 

    Options Outstanding 
    Number of
Shares
   Weighted-
Average
Exercise
Price
   Weighted-
Average
Contractual
Term (years)
   Aggregate
Intrinsic
Value
 
                  
                  
 Balance at December 31, 2011    493,850   $18.92           
                       
   Granted                   
   Exercised                   
   Forfeited                   
   Expired    (12,438)   18.71           
                       
 Outstanding at March 31, 2012    481,412   $18.92    3.4   $656 
                       
 Exercisable at March 31, 2012    479,412   $18.92    3.4   $656 

 

The Company did not have any stock option exercises during the three months ended March 31, 2012 and received $31,000 as a result of stock option exercises during the three months ended March 31, 2011. The Company recorded no tax benefits from the exercise of nonqualified stock options during the three months ended March 31, 2012 or 2011.

 

As discussed above, the Company granted 7,259 and 9,559 long-term restricted shares of common stock to certain senior executives on February 24, 2011 and February 23, 2012, respectively.

 

 

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Index

The following table presents information regarding the activity during 2012 related to the Company’s outstanding restricted stock:

 

   Long-Term Restricted Stock 
   Number of
Units
   Weighted-
Average
Grant-Date
Fair Value
 
         
Nonvested at December 31, 2011   7,259   $14.54 
           
Granted during the period   9,559   $10.96 
Vested during the period        
Forfeited or expired during the period   (2,474)   12.55 
           
Nonvested at March 31, 2012   14,344   $12.50 
           

Note 6 – Earnings Per Common Share

 

Basic earnings per common share were computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period. Currently, the Company’s potentially dilutive common stock issuances relate to grants under the Company’s equity-based compensation plans, including stock options and restricted stock. The following is a reconciliation of the numerators and denominators used in computing basic and diluted earnings per common share:

 

   For the Three Months Ended March 31, 
   2012   2011 
($ in thousands except per
share amounts)
  Income
(Numer-
ator)
   Shares
(Denom-
inator)
   Per Share
Amount
   Income
(Numer-
ator)
   Shares
(Denom-
inator)
   Per Share
Amount
 
                         
Basic EPS                              
Net income (loss) available to common shareholders  $(5,942)   16,924,616   $(0.35)  $5,333    16,813,941   $0.32 
                               
Effect of Dilutive Securities       34             27,846      
                               
Diluted EPS per common share  $(5,942)   16,924,650   $(0.35)  $5,333    16,841,787   $0.32 

 

For the three months ended March 31, 2012 and 2011, there were 384,231 and 515,916 options, respectively, that were antidilutive because the exercise price exceeded the average market price for the period. Antidilutive options have been omitted from the calculation of diluted earnings per share for the respective periods.

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Note 7 – Securities

 

The book values and approximate fair values of investment securities at March 31, 2012 and December 31, 2011 are summarized as follows:

 

   March 31, 2012   December 31, 2011 
   Amortized   Fair   Unrealized   Amortized   Fair   Unrealized 
($ in thousands)  Cost   Value   Gains   (Losses)   Cost   Value   Gains   (Losses) 
                                 
Securities available for sale:                                        
Government-sponsored enterprise securities  $23,507    23,591    104    (20)   34,511    34,665    170   (13)
Mortgage-backed securities   107,330    111,069    3,831    (92)   120,032    124,105    4,164    (91)
Corporate bonds   13,186    13,137    284    (333)   13,189    12,488    279    (980)
Equity securities   10,998    11,385    419    (32)   10,998    11,368    409    (39)
Total available for sale  $155,021    159,182    4,638    (477)   178,730    182,626    5,022    (1,126)
                                         
Securities held to maturity:                                        
State and local governments  $57,066    61,226    4,162    (2)   57,988    62,754    4,766     
Total held to maturity  $57,066    61,226    4,162    (2)   57,988    62,754    4,766     

 

Included in mortgage-backed securities at March 31, 2012 were collateralized mortgage obligations with an amortized cost of $805,000 and a fair value of $829,000. Included in mortgage-backed securities at December 31, 2011 were collateralized mortgage obligations with an amortized cost of $1,462,000 and a fair value of $1,515,000. All of the Company’s mortgage-backed securities, including collateralized mortgage obligations, were issued by government-sponsored corporations.

 

The Company owned Federal Home Loan Bank (FHLB) stock with a cost and fair value of $10,904,000 at both March 31, 2012 and December 31, 2011, which is included in equity securities above and serves as part of the collateral for the Company’s line of credit with the FHLB. The investment in this stock is a requirement for membership in the FHLB system.

 

The following table presents information regarding securities with unrealized losses at March 31, 2012:

 

 

($ in thousands)

  Securities in an Unrealized
Loss Position for
Less than 12 Months
   Securities in an Unrealized
Loss Position for
More than 12 Months
   Total 
   Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
 
Government-sponsored enterprise securities  $2,980    20            2,980    20 
Mortgage-backed securities   13,628    91    3,300    1    16,928    92 
Corporate bonds   2,020    18    2,978    315    4,998    333 
Equity securities           28    32    28    32 
State and local governments   510    2            510    2 
     Total temporarily impaired securities  $19,138    131    6,306    348    25,444    479 
                               

 

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Index

The following table presents information regarding securities with unrealized losses at December 31, 2011:

 

 

($ in thousands)

  Securities in an Unrealized
Loss Position for
Less than 12 Months
   Securities in an Unrealized
Loss Position for
More than 12 Months
   Total 
   Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
   Fair Value   Unrealized
Losses
 
Government-sponsored enterprise securities  $8,984    16            8,984    16 
Mortgage-backed securities   14,902    61    9,302    30    24,204    91 
Corporate bonds   4,588    458    2,773    522    7,361    980 
Equity securities   4    2    22    37    26    39 
State and local governments                        
     Total temporarily impaired securities  $28,478    537    12,097    589    40,575    1,126 
                               

In the above tables, all of the non-equity securities that were in an unrealized loss position at March 31, 2012 and December 31, 2011 are bonds that the Company has determined are in a loss position due to interest rate factors, the overall economic downturn in the financial sector, and the broader economy in general. The Company has evaluated the collectability of each of these bonds and has concluded that there is no other-than-temporary impairment. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. The Company has also concluded that each of the equity securities in an unrealized loss position at March 31, 2012 and December 31, 2011 was in such a position due to temporary fluctuations in the market prices of the securities. The Company’s policy is to record an impairment charge for any of these equity securities that remains in an unrealized loss position for twelve consecutive months unless the amount is insignificant.

 

The aggregate carrying amount of cost-method investments was $10,904,000 at March 31, 2012 and December 31, 2011, respectively, which was the FHLB stock discussed above. The Company determined that none of its cost-method investments were impaired at either period end.

 

The book values and approximate fair values of investment securities at March 31, 2012, by contractual maturity, are summarized in the table below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

   Securities Available for Sale   Securities Held to Maturity 
   Amortized   Fair   Amortized   Fair 
($ in thousands)  Cost   Value   Cost   Value 
                 
Debt securities                    
Due within one year  $3,007    3,073    675    686 
Due after one year but within five years   23,497    23,602    2,549    2,768 
Due after five years but within ten years           27,296    31,611 
Due after ten years   10,189    10,053    26,546    26,161 
Mortgage-backed securities   107,330    111,069         
Total debt securities   144,023    147,797    57,066    61,226 
                     
Equity securities   10,998    11,385         
Total securities  $155,021    159,182    57,066    61,226 

 

At March 31, 2012 investment securities with a book value of $27,626,000 were pledged as collateral for public deposits. At December 31, 2011, investment securities with a book value of $47,418,000 were pledged as collateral for public and private deposits and securities sold under agreements to repurchase.

 

There were $9,641,000 in sales of securities during the three months ended March 31, 2012, which resulted in a net gain of $446,000. There were $2,518,000 in sales during the three months ended March 31, 2011, which resulted in a net gain of $8,000. During the three months ended March 31, 2012 and 2011, the Company recorded a net gain of $6,000 and $11,000, respectively, related to the call of municipal securities. Also, during the three

Page 14
Index

months ended March 31, 2011, the Company recorded a net loss of $5,000 related to write-downs of the Company’s equity portfolio.

 

Note 8 – Loans and Asset Quality Information

 

The loans and foreclosed real estate that were acquired in FDIC-assisted transactions are covered by loss share agreements between the FDIC and the Company’s banking subsidiary, First Bank, which afford First Bank significant loss protection. (See the Company’s 2011 Annual Report on Form 10-K for more information regarding these transactions.) Because of the loss protection provided by the FDIC, the risk of the Cooperative Bank and The Bank of Asheville loans and foreclosed real estate are significantly different from those assets not covered under the loss share agreements. Accordingly, the Company presents separately loans subject to the loss share agreements as “covered loans” in the information below and loans that are not subject to the loss share agreements as “non-covered loans.”

 

The following is a summary of the major categories of total loans outstanding:

 

 

($ in thousands)

  March 31, 2012   December 31, 2011   March 31, 2011 
   Amount   Percentage   Amount   Percentage   Amount   Percentage 
All  loans (non-covered and covered):                              
                               
Commercial, financial, and agricultural  $159,496    7%   162,099    7%   162,868    7%
Real estate – construction, land development & other land loans   355,709    15%   363,079    15%   434,566    18%
Real estate – mortgage – residential (1-4 family) first mortgages   812,878    33%   805,542    33%   804,278    32%
Real estate – mortgage – home equity loans / lines of credit   255,955    10%   256,509    11%   267,515    11%
Real estate – mortgage – commercial and other   775,610    32%   762,895    31%   733,087    29%
Installment loans to individuals   75,636    3%   78,982    3%   82,716    3%
   Subtotal   2,435,284    100%   2,429,106    100%   2,485,030    100%
Unamortized net deferred loan costs   1,340         1,280         1,180      
   Total loans  $2,436,624         2,430,386         2,486,210      

 

As of March 31, 2012, December 31, 2011 and March 31, 2011, net loans include unamortized premiums of $833,000, $949,000, and $1,298,000, respectively, related to acquired loans.

 

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Index

The following is a summary of the major categories of non-covered loans outstanding:

 

 

($ in thousands)

  March 31, 2012   December 31, 2011   March 31, 2011 
   Amount   Percentage   Amount   Percentage   Amount   Percentage 
Non-covered loans:                              
                               
Commercial, financial, and agricultural  $151,148    7%   152,627    8%   146,838    7%
Real estate – construction, land development & other land loans   287,833    14%   290,983    14%   330,389    16%
Real estate – mortgage – residential (1-4 family) first mortgages   659,946    31%   646,616    31%   622,108    30%
Real estate – mortgage – home equity loans / lines of credit   233,915    11%   233,171    11%   241,443    12%
Real estate – mortgage – commercial and other   685,734    33%   666,882    32%   624,699    31%
Installment loans to individuals   74,608    4%   77,593    4%   79,341    4%
   Subtotal   2,093,184    100%   2,067,872    100%   2,044,818    100%
Unamortized net deferred loan costs   1,340         1,280         1,180      
   Total non-covered loans  $2,094,524         2,069,152         2,045,998      

 

The carrying amount of the covered loans at March 31, 2012 consisted of impaired and nonimpaired purchased loans, as follows:

 

($ in thousands)
 
  Impaired
Purchased
Loans –
Carrying
Value
   Impaired
Purchased
Loans –
Unpaid
Principal
Balance
   Nonimpaired
Purchased
Loans –
Carrying
Value
   Nonimpaired
Purchased
Loans -
Unpaid
Principal
Balance
   Total
Covered
Loans –
Carrying
Value
   Total
Covered
Loans –
Unpaid
Principal
Balance
 
Covered loans:                              
Commercial, financial, and agricultural  $69    150    8,279    10,513    8,348    10,663 
Real estate – construction, land development & other land loans   1,881    3,985    65,995    114,241    67,876    118,226 
Real estate – mortgage – residential (1-4 family) first mortgages   841    1,926    152,091    182,035    152,932    183,961 
Real estate – mortgage – home equity loans / lines of credit   16    311    22,024    27,724    22,040    28,035 
Real estate – mortgage – commercial and other   2,392    4,167    87,484    118,559    89,876    122,726 
Installment loans to individuals   3    5    1,025    1,121    1,028    1,126 
    Total  $5,202    10,544    336,898    454,193    342,100    464,737 

 

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Index

The carrying amount of the covered loans at December 31, 2011 consisted of impaired and nonimpaired purchased loans, as follows:

 

($ in thousands)
 
  Impaired
Purchased
Loans –
Carrying
Value
   Impaired
Purchased
Loans –
Unpaid
Principal
Balance
   Nonimpaired
Purchased
Loans –
Carrying
Value
   Nonimpaired
Purchased
Loans -
Unpaid
Principal
Balance
   Total
Covered
Loans –
Carrying
Value
   Total
Covered
Loans –
Unpaid
Principal
Balance
 
Covered loans:                              
Commercial, financial, and agricultural  $69    319    9,403    11,736    9,472    12,055 
Real estate – construction, land development & other land loans   3,865    8,505    68,231    115,489    72,096    123,994 
Real estate – mortgage – residential (1-4 family) first mortgages   1,214    2,639    157,712    189,436    158,926    192,075 
Real estate – mortgage – home equity loans / lines of credit   127    577    23,211    29,249    23,338    29,826 
Real estate – mortgage – commercial and other   2,585    4,986    93,428    125,450    96,013    130,436 
Installment loans to individuals   4    6    1,385    1,583    1,389    1,589 
    Total  $7,864    17,032    353,370    472,943    361,234    489,975 

 

The following table presents information regarding covered purchased nonimpaired loans since December 31, 2010. The amounts include principal only and do not reflect accrued interest as of the date of the acquisition or beyond.

 

($ in thousands)

 

    
Carrying amount of nonimpaired covered loans at December 31, 2010   366,521 
Additions due to acquisition of The Bank of Asheville (at fair value)   84,623 
Principal repayments   (40,576)
Transfers to foreclosed real estate   (53,999)
Loan charge-offs   (14,797)
Accretion of loan discount   11,598 
Carrying amount of nonimpaired covered loans at December 31, 2011  $353,370 
Principal repayments   (12,082)
Transfers to foreclosed real estate   (4,535)
Loan charge-offs   (2,433)
Accretion of loan discount   2,578 
Carrying amount of nonimpaired covered loans at March 31, 2012  $336,898 

 

As reflected in the table above, the Company accreted $2,578,000 of the loan discount on purchased nonimpaired loans into interest income during the first quarter of 2012. As of March 31, 2012, there was remaining loan discount of $86,093,000 related to purchased nonimpaired loans. If these loans continue to be repaid by the borrowers, the Company will accrete the remaining loan discount into interest income over the lives of the respective loans. In such circumstances, a corresponding entry to reduce the indemnification asset will be recorded amounting to 80% of the loan discount accretion, which reduces noninterest income.

 

The following table presents information regarding all purchased impaired loans since December 31, 2010, substantially all of which are covered loans. The Company has applied the cost recovery method to all purchased impaired loans at their respective acquisition dates due to the uncertainty as to the timing of expected cash flows, as reflected in the following table.

 

Page 17
Index

 

($ in thousands)

 

 

 

Purchased Impaired Loans

  Contractual
Principal
Receivable
   Fair Market
Value
Adjustment –
Write Down
(Nonaccretable
Difference)
   Carrying
Amount
 
Balance at December 31, 2010  $8,080    2,329    5,751 
Additions due to acquisition of The Bank of Asheville   38,452    20,807    17,645 
Change due to payments received   (1,620)   (327)   (1,293)
Transfer to foreclosed real estate   (19,881)   (9,308)   (10,573)
Change due to loan charge-off   (7,522)   (4,193)   (3,329)
Other   807    224    583 
Balance at December 31, 2011  $18,316    9,532    8,784 
Change due to payments received   (238)   (96)   (142)
Transfer to foreclosed real estate   (7,334)   (3,477)   (3,857)
Change due to loan charge-off   (109)   (109)    
Other   (1,391)   (1,808)   417 
Balance at March 31, 2012  $9,244    4,042    5,202 

 

Each of the purchased impaired loans is on nonaccrual status and considered to be impaired. Because of the uncertainty of the expected cash flows, the Company is accounting for each purchased impaired loan under the cost recovery method, in which all cash payments are applied to principal. Thus, there is no accretable yield associated with the above loans. During the first quarter of 2012 and 2011, the Company received no payments that exceeded the initial carrying amount of the purchased impaired loans.

 

Nonperforming assets are defined as nonaccrual loans, restructured loans, loans past due 90 or more days and still accruing interest, and other real estate. Nonperforming assets are summarized as follows:

 

 

ASSET QUALITY DATA ($ in thousands)

  March 31,
2012
   December 31,
2011
   March 31,
2011
 
             
Non-covered nonperforming assets               
Nonaccrual loans  $69,665    73,566    69,250 
Restructured loans - accruing   10,619    11,720    19,843 
Accruing loans > 90 days past due            
    Total non-covered nonperforming loans   80,284    85,286    89,093 
Other real estate   36,838    37,023    26,961 
Total non-covered nonperforming assets  $117,122    122,309    116,054 
                
Covered nonperforming assets               
Nonaccrual loans (1)  $42,369    41,472    56,862 
Restructured loans - accruing   13,158    14,218    16,238 
Accruing loans > 90 days past due            
    Total covered nonperforming loans   55,527    55,690    73,100 
Other real estate   79,535    85,272    95,868 
Total covered nonperforming assets  $135,062    140,962    168,968 
                
    Total nonperforming assets  $252,184    263,271    285,022 

 

(1) At March 31, 2012, December 31, 2011, and March 31, 2011, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $68.3 million, $69.0 million, and $106.5 million, respectively.

 

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Index

The following table presents information related to the Company’s impaired loans.

 

 

($ in thousands)

 
  As of /for the
three months
ended
March 31,
2012
   As of /for the
year ended
December 31,
2011
   As of /for the
three months
ended
March 31,
2011
 
Impaired loans at period end               
    Non-covered  $80,284    85,286    89,093 
    Covered   55,527    55,690    73,100 
Total impaired loans at period end  $135,811    140,976    162,193 
                
Average amount of impaired loans for period               
    Non-covered  $82,788    89,023    92,548 
    Covered   55,609    63,289    72,962 
Average amount of impaired loans for period – total  $138,397    152,312    165,510 
                
Allowance for loan losses related to impaired loans at period end               
    Non-covered  $11,662    5,804    6,289 
    Covered   5,308    5,106    6,206 
Allowance for loan losses related to impaired loans - total  $16,970    10,910    12,495 
                
Amount of impaired loans with no related allowance at period end               
    Non-covered  $16,717    35,721    40,169 
    Covered   36,756    43,702    57,785 
Total impaired loans with no related allowance at period end  $53,473    79,423    97,954 
                

 

All of the impaired loans noted in the table above were on nonaccrual status at each respective period end except for those classified as restructured loans (see table on previous page for balances).

 

The remaining tables in this note present information derived from the Company’s allowance for loan loss model. Relevant accounting guidance requires certain disclosures to be disaggregated based on how the Company develops its allowance for loan losses and manages its credit exposure. This model combines loan types in a different manner than the tables previously presented.

 

The following table presents the Company’s nonaccrual loans as of March 31, 2012.

 

($ in thousands)  Non-covered   Covered   Total 
Commercial, financial, and agricultural:               
 Commercial – unsecured  $30        30 
 Commercial – secured   1,751    24    1,775 
 Secured by inventory and accounts receivable   822        822 
                
Real estate – construction, land development & other land loans   20,469    19,002    39,471 
                
Real estate – residential, farmland and multi-family   25,819    10,898    36,717 
                
Real estate – home equity lines of credit   2,909    938    3,847 
                
Real estate – commercial   15,017    11,497    26,514 
                
Consumer   2,848    10    2,858 
 Total  $69,665    42,369    112,034 
                

 

Page 19
Index

The following table presents the Company’s nonaccrual loans as of December 31, 2011.

 

($ in thousands)  Non-covered   Covered   Total 
Commercial, financial, and agricultural:               
  Commercial - unsecured  $452        452 
  Commercial - secured   2,190    358    2,548 
  Secured by inventory and accounts receivable   588    102    690 
                
Real estate – construction, land development & other land loans   22,772    21,204    43,976 
                
Real estate – residential, farmland and multi-family   25,430    11,050    36,480 
                
Real estate – home equity lines of credit   3,161    1,068    4,229 
                
Real estate - commercial   16,203    7,459    23,662 
                
Consumer   2,770    231    3,001 
 Total  $73,566    41,472    115,038 
                

 

The following table presents an analysis of the payment status of the Company’s loans as of March 31, 2012.

 

($ in thousands)
 
  30-59
Days Past
Due
   60-89 Days
Past Due
   Nonaccrual
Loans
   Current   Total Loans
Receivable
 
Non-covered loans                         
Commercial, financial, and agricultural:                         
Commercial - unsecured  $178    82    30    37,459    37,749 
Commercial - secured   1,222    130    1,751    107,088    110,191 
Secured by inventory and accounts receivable   33        822    21,415    22,270 
                          
Real estate – construction, land development & other land loans   923    219    20,469    222,150    243,761 
                          
Real estate – residential, farmland, and multi-family   7,886    2,439    25,819    773,061    809,205 
                          
Real estate – home equity lines of credit   314    210    2,909    204,897    208,330 
                          
Real estate - commercial   948    545    15,017    588,775    605,285 
                          
Consumer   433    181    2,848    52,931    56,393 
 Total non-covered  $11,937    3,806    69,665    2,007,776    2,093,184 
Unamortized net deferred loan costs                       1,340 
          Total non-covered loans                      $2,094,524 
                          
Covered loans  $7,014    2,274    42,369    290,443    342,100 
                          
               Total loans  $18,951    6,080    112,034    2,298,219    2,436,624 

 

The Company had no non-covered or covered loans that were past due greater than 90 days and accruing interest at March 31, 2012.

 

Page 20
Index

The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2011.

 

($ in thousands)
 
  30-59
Days Past
Due
   60-89 Days
Past Due
   Nonaccrual
Loans
   Current   Total Loans
Receivable
 
Non-covered loans                         
Commercial, financial, and agricultural:                         
Commercial - unsecured  $67    591    452    37,668    38,778 
Commercial - secured   672    207    2,190    108,682    111,751 
Secured by inventory and accounts receivable   247        588    20,993    21,828 
                          
Real estate – construction, land development & other land loans   1,250    1,411    22,772    221,372    246,805 
                          
Real estate – residential, farmland, and multi-family   9,751    4,259    25,430    756,215    795,655 
                          
Real estate – home equity lines of credit   1,126    237    3,161    202,912    207,436 
                          
Real estate - commercial   2,620    1,006    16,203    567,354    587,183 
                          
Consumer   657    286    2,770    54,723    58,436 
 Total non-covered  $16,390    7,997    73,566    1,969,919    2,067,872 
Unamortized net deferred loan costs                       1,280 
          Total non-covered loans                      $2,069,152 
                          
Covered loans  $6,511    3,388    41,472    309,863    361,234 
                          
               Total loans  $22,901    11,385    115,038    2,279,782    2,430,386 

 

The Company had no non-covered or covered loans that were past due greater than 90 days and accruing interest at December 31, 2011.

 

Page 21
Index

The following table presents the activity in the allowance for loan losses for non-covered loans for the three months ended March 31, 2012.

 

($ in thousands)
 
  Commercial,
Financial,
and
Agricultural
   Real Estate –
Construction,
Land
Development, &
Other Land Loans
   Real Estate –
Residential,
Farmland,
and Multi-
family
   Real Estate
– Home
Equity
Lines of
Credit
   Real Estate –
Commercial
and Other
   Consumer   Unallo-
cated
   Total 
                                 
Beginning balance  $3,780    11,306    13,532    1,690    3,414    1,872    16    35,610 
Charge-offs   (1,318)   (2,678)   (2,091)   (451)   (1,365)   (352)       (8,255)
Recoveries   16    188    194    34    41    70        543 
Provisions   2,476    7,603    3,734    859    3,647    236    2    18,557 
Ending balance  $4,954    16,419    15,369    2,132    5,737    1,826    18    46,455 
                                         
Ending balances:  Allowance for loan losses
                                    
Individually evaluated for impairment  $869    3,473    1,926    406    1,885            8,559 
                                         
Collectively evaluated for impairment  $4,085    12,946    13,443    1,726    3,852    1,826    18    37,896 
                                         
Loans acquired with deteriorated credit quality  $                             
                                         
Loans receivable:
                                         
Ending balance – total  $170,210    243,761    809,205    208,330    605,285    56,393        2,093,184 
                                         
Ending balances: Loans
                                         
Individually evaluated for impairment  $1,011    24,746    14,366    1,331    25,263            66,717 
                                         
Collectively evaluated for impairment  $169,199    219,015    794,839    206,999    580,022    56,393        2,026,467 
                                         
Loans acquired with deteriorated credit quality  $                             

 

 

Page 22
Index

The following table presents the activity in the allowance for loan losses for non-covered loans for the year ended December 31, 2011.

 

($ in thousands)
  Commercial,
Financial, and
Agricultural
   Real Estate –
Construction,
Land
Development, &
Other Land
Loans
   Real Estate –
Residential,
Farmland,
and Multi-
family
   Real
Estate –
Home
Equity
Lines of
Credit
   Real Estate –
Commercial
and Other
   Consumer   Unallo-
cated
   Total 
                                 
                                         
Beginning balance  $4,731    12,520    11,283    3,634    3,972    1,961    174    38,275 
Charge-offs   (2,703)   (16,240)   (9,045)   (1,147)   (3,355)   (845)   (524)   (33,859)
Recoveries   389    1,142    719    107    37    182    93    2,669 
Provisions   1,363    13,884    10,575    (904)   2,760    574    273    28,525 
Ending balance  $3,780    11,306    13,532    1,690    3,414    1,872    16    35,610 
                                         
Ending balances:  Allowance for loan losses
                                    
Individually evaluated for impairment  $60    607    150        200            1,017 
                                         
Collectively evaluated for impairment  $3,720    10,699    13,382    1,690    3,214    1,872    16    34,593 
                                         
Loans acquired with deteriorated credit quality  $                             
                                         
Loans receivable:
                                         
Ending balance – total  $172,357    246,805    795,655    207,436    587,183    58,436        2,067,872 
                                         
Ending balances: Loans
                                         
Individually evaluated for impairment  $2,526    34,750    11,880    527    30,846    12        80,541 
                                         
Collectively evaluated for impairment  $169,831    212,055    783,775    206,909    556,337    58,424        1,987,331 
                                         
Loans acquired with deteriorated credit quality  $    920                        920 

 

The following table presents the activity in the allowance for loan losses for non-covered loans for the three months ended March 31, 2011.

 

($ in thousands)
 
  Commercial,
Financial, and
Agricultural
   Real Estate –
Construction,
Land
Development,
& Other Land
Loans
   Real Estate –
Residential,
Farmland,
and Multi-
family
   Real Estate
– Home
Equity
Lines of
Credit
   Real Estate –
Commercial
and Other
   Consumer   Unallo-
cated
   Total 
                                         
Beginning balance  $4,731    12,520    11,283    3,634    3,972    1,961    174    38,275 
Charge-offs   (1,156)   (3,993)   (3,348)   (623)   (1,067)   (203)   (115)   (10,505)
Recoveries   8    32    232    6    28    83    44    433 
Provisions   559    1,644    4,296    342    426    382    (79)   7,570 
Ending balance  $4,142    10,203    12,463    3,359    3,359    2,223    24    35,773 
                                         
Ending balances:  Allowance for loan losses
 
Individually evaluated for impairment  $200    1,688    1,065        250            3,203 
                                         
Collectively evaluated for impairment  $3,942    8,515    11,398    3,359    3,109    2,223    24    32,570 
                                         
Loans acquired with deteriorated credit quality  $                             
                                         
Loans receivable:
                                         
Ending balance – total  $165,250    290,468    762,235    212,084    554,360    60,421        2,044,818 
                                         
Ending balances: Loans
                                         
Individually evaluated for impairment  $2,212    48,484    11,057    531    32,899    18        95,201 
                                         
Collectively evaluated for impairment  $163,038    241,984    751,178    211,553    521,461    60,403        1,949,617 
                                         
Loans acquired with deteriorated credit quality  $    1,173                        1,173 

 

Page 23
Index

The following table presents the activity in the allowance for loan losses for covered loans for the three months ended March 31, 2012.

 

($ in thousands)  Covered Loans 
     
As of and for the three months ended March, 31 2012
Beginning balance  $5,808 
Charge-offs   (2,434)
Recoveries    
Provisions   2,998 
Ending balance  $6,372 
      
Ending balances as of March 31, 2012:  Allowance for loan losses
 
Individually evaluated for impairment  $6,274 
Collectively evaluated for impairment    
Loans acquired with deteriorated credit quality   98 
      
Loans receivable as of March 31, 2012:
      
Ending balance – total  $342,100 
      
Ending balances as of March 31, 2012: Loans
      
Individually evaluated for impairment  $49,244 
Collectively evaluated for impairment   292,856 
Loans acquired with deteriorated credit quality   5,202 

 

The following table presents the activity in the allowance for loan losses for covered loans for the year ended December 31, 2011.

 

($ in thousands)  Covered Loans 
     
As of and for the year ended December 31, 2011
Beginning balance  $11,155 
Charge-offs   (18,123)
Recoveries    
Provisions   12,776 
Ending balance  $5,808 
      
Ending balances as of December 31, 2011:  Allowance for loan losses
 
Individually evaluated for impairment  $5,481 
Collectively evaluated for impairment    
Loans acquired with deteriorated credit quality   327 
      
Loans receivable as of December 31, 2011:
      
Ending balance – total  $361,234 
      
Ending balances as of December 31, 2011: Loans
      
Individually evaluated for impairment  $44,723 
Collectively evaluated for impairment   316,511 
Loans acquired with deteriorated credit quality   7,864 

 

The following table presents the activity in the allowance for loan losses for covered loans for the three months ended March 31, 2011.

 

($ in thousands)  Covered Loans 
     
As of and for the three months ended March 31, 2011
Beginning balance  $11,155 
Charge-offs   (7,926)
Recoveries    
Provisions   3,773 
Ending balance  $7,002 
      
Ending balances as of March 31, 2011:  Allowance for loan losses
 
Individually evaluated for impairment  $7,002 
Collectively evaluated for impairment    
Loans acquired with deteriorated credit quality    
      
Loans receivable as of March 31, 2011:
      
Ending balance – total  $440,212 
      
Ending balances as of March 31, 2011: Loans
      
Individually evaluated for impairment  $50,180 
Collectively evaluated for impairment   390,032 
Loans acquired with deteriorated credit quality   20,438 
Page 24
Index

The following table presents the Company’s impaired loans as of March 31, 2012.

 

($ in thousands)
 
  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
 
Non-covered loans with no related allowance recorded:
Commercial, financial, and agricultural:                    
Commercial - unsecured  $             
Commercial - secured   69    225        182 
Secured by inventory and accounts receivable               14 
                     
Real estate – construction, land development & other land loans   4,921    7,672        10,013 
                     
Real estate – residential, farmland, and multi-family   1,832    2,057        2,637 
                     
Real estate – home equity lines of credit               23 
                     
Real estate – commercial   9,895    11,033        13,345 
                     
Consumer               6 
Total non-covered impaired loans with no allowance  $16,717    20,987        26,220 
                     
Total covered impaired loans with no allowance  $36,756    67,281        40,229 
                     
Total impaired loans with no allowance recorded  $53,473    88,268        66,449 
                     
Non-covered loans with an allowance recorded:               
Commercial, financial, and agricultural:                    
Commercial - unsecured  $30    30    7    241 
Commercial - secured   1,683    1,835    279    1,789 
Secured by inventory and accounts receivable   822    1,308    246    692 
                     
Real estate – construction, land development & other land loans   17,564    21,251    5,692    13,963 
                     
Real estate – residential, farmland, and multi-family   26,438    29,032    3,484    25,449 
                     
Real estate – home equity lines of credit   2,909    3,186    111    3,012 
                     
Real estate – commercial   11,273    13,805    1,350    8,619 
                     
Consumer   2,848    2,881    493    2,803 
Total non-covered impaired loans with allowance  $63,567    73,328    11,662    56,568 
                     
Total covered impaired loans with allowance  $18,771    24,362    5,308    15,380 
                     
Total impaired loans with an allowance recorded  $82,338    97,690    16,970    71,948 

 

Interest income recorded on non-covered and covered impaired loans during the three months ended March 31, 2012 is considered insignificant.

 

The related allowance listed above includes both reserves on loans specifically reviewed for impairment and general reserves on impaired loans that were not specifically reviewed for impairment.

 

Page 25
Index

 

The following table presents the Company’s impaired loans as of December 31, 2011.

 

($ in thousands)
 
  Recorded
Investment
   Unpaid
Principal
Balance
   Related
Allowance
   Average
Recorded
Investment
 
Non-covered loans with no related allowance recorded:
Commercial, financial, and agricultural:                    
Commercial - unsecured  $             
Commercial - secured   295    478        504 
Secured by inventory and accounts receivable   27    493        124 
                     
Real estate – construction, land development & other land loans   15,105    20,941        17,876 
                     
Real estate – residential, farmland, and multi-family   3,442    4,741        5,278 
                     
Real estate – home equity lines of credit   46    300        79 
                     
Real estate – commercial   16,794    18,817        13,359 
                     
Consumer   12    39        15 
Total non-covered impaired loans with no allowance  $35,721    45,809        37,235 
                     
Total covered impaired loans with no allowance  $43,702    78,578        49,030 
                     
Total impaired loans with no allowance recorded  $79,423    124,387        86,265 
                     
Non-covered  loans with an allowance recorded:               
Commercial, financial, and agricultural:                    
Commercial - unsecured  $452    454    59    226 
Commercial - secured   1,895    1,899    295    1,427 
Secured by inventory and accounts receivable   561    571    156    391 
                     
Real estate – construction, land development & other land loans   10,360    12,606    2,244    15,782 
                     
Real estate – residential, farmland, and multi-family   24,460    26,153    2,169    22,487 
                     
Real estate – home equity lines of credit   3,115    3,141    117    2,544 
                     
Real estate – commercial   5,965    6,421    283    6,602 
                     
Consumer   2,757    2,759    481    2,329 
Total non-covered impaired loans with allowance  $49,565    54,004    5,804    51,788 
                     
Total covered impaired loans with allowance  $11,988    15,670    5,106    14,259 
                     
Total impaired loans with an allowance recorded  $61,553    69,674    10,910    66,047 

 

Interest income recorded on non-covered and covered impaired loans during the year ended December 31, 2011 is considered insignificant.

 

The related allowance listed above includes both reserves on loans specifically reviewed for impairment and general reserves on impaired loans that were not specifically reviewed for impairment.

 

 

Page 26
Index

The Company tracks credit quality based on its internal risk ratings. Upon origination a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. Loans that are risk-graded as substandard during the origination process are declined. After loans are initially graded, they are monitored monthly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type.

 

The following describes the Company’s internal risk grades in ascending order of likelihood of loss:

 

  Numerical Risk Grade Description
Pass:  
  1 Cash secured loans.
  2 Non-cash secured loans that have no minor or major exceptions to the lending guidelines.
  3 Non-cash secured loans that have no major exceptions to the lending guidelines.
Weak Pass:  
  4 Non-cash secured loans that have minor or major exceptions to the lending guidelines, but the exceptions are properly mitigated.
Watch or Standard:  
  9 Loans that meet the guidelines for a Risk Graded 5 loan, except the collateral coverage is sufficient to satisfy the debt with no risk of loss under reasonable circumstances.  This category also includes all loans to insiders and any other loan that management elects to monitor on the watch list.
Special Mention:  
  5 Existing loans with major exceptions that cannot be mitigated.
Classified:  
  6 Loans that have a well-defined weakness that may jeopardize the liquidation of the debt if deficiencies are not corrected.
  7 Loans that have a well-defined weakness that make the collection or liquidation improbable.
  8 Loans that are considered uncollectible and are in the process of being charged-off.

 

Page 27
Index

The following table presents the Company’s recorded investment in loans by credit quality indicators as of March 31, 2012.

 

($ in thousands)  Credit Quality Indicator (Grouped by Internally Assigned Grade) 
   Pass (Grades
1, 2, & 3)
   Weak Pass
(Grade 4)
   Watch or
Standard
Loans
(Grade 9)
   Special
Mention
Loans
(Grade 5)
   Classified
Loans
(Grades
6, 7, & 8)
   Nonaccrual
Loans
   Total 
Non-covered loans:                                   
Commercial, financial, and agricultural:                                   
Commercial - unsecured  $12,358    24,482    12    351    516    30    37,749 
Commercial - secured   32,963    68,885    1,926    2,180    2,486    1,751    110,191 
Secured by inventory and accounts receivable   2,988    17,409    273    741    37    822    22,270 
                                    
Real estate – construction, land development & other land loans   36,024    158,110    5,601    9,972    13,585    20,469    243,761 
                                    
Real estate – residential, farmland, and multi-family   257,460    471,300    9,090    15,266    30,270    25,819    809,205 
                                    
Real estate – home equity lines of credit   131,859    67,707    2,401    1,734    1,720    2,909    208,330 
                                    
Real estate - commercial   139,227    396,810    26,638    12,939    14,654    15,017    605,285 
                                    
Consumer   29,318    23,111    69    380    667    2,848    56,393 
 Total  $642,197    1,227,814    46,010    43,563    63,935    69,665    2,093,184 
Unamortized net deferred loan costs                                 1,340 
         Total non-covered  loans                                $2,094,524 
                                    
Total covered loans  $58,543    146,588        9,216    85,384    42,369    342,100 
                                    
              Total loans  $700,740    1,374,402    46,010    52,779    149,319    112,034    2,436,624 

 

At March 31, 2012, there was an insignificant amount of non-covered loans that were graded “8” with an accruing status. At March 31, 2012, there were no covered loans that were graded “8” with an accruing status.

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The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2011.

 

($ in thousands)  Credit Quality Indicator (Grouped by Internally Assigned Grade) 
   Pass (Grades
1, 2, & 3)
   Weak Pass
(Grade 4)
   Watch or
Standard
Loans
(Grade 9)
   Special
Mention
Loans
(Grade 5)
   Classified
Loans
(Grades
6, 7, & 8)
   Nonaccrual
Loans
   Total 
Non-covered loans:                                   
Commercial, financial, and agricultural:                                   
Commercial - unsecured  $13,516    23,735    13    217    845    452    38,778 
Commercial - secured   36,587    66,105    1,912    2,196    2,761    2,190    111,751 
Secured by inventory and accounts receivable   3,756    16,197    282    756    249    588    21,828 
                                    
Real estate – construction, land development & other land loans   37,596    156,651    6,490    9,903    13,393    22,772    246,805 
                                    
Real estate – residential, farmland, and multi-family   257,163    456,188    10,248    17,687    28,939    25,430    795,655 
                                    
Real estate – home equity lines of credit   130,913    67,606    2,422    1,868    1,466    3,161    207,436 
                                    
Real estate - commercial   140,577    372,614    30,722    11,502    15,565    16,203    587,183 
                                    
Consumer   30,693    23,550    67    368    988    2,770    58,436 
 Total  $650,801    1,182,646    52,156    44,497    64,206    73,566    2,067,872 
Unamortized net deferred loan costs                                 1,280 
         Total non-covered  loans                                $2,069,152 
                                    
Total covered loans  $62,052    161,508        8,033    88,169    41,472    361,234 
                                    
              Total loans  $712,853    1,344,154    52,156    52,530    152,375    115,038    2,430,386 

 

At December 31, 2011, there was an insignificant amount of non-covered loans that were graded “8” with an accruing status. At December 31, 2011, there were no covered loans that were graded “8” with an accruing status.

 

Troubled Debt Restructurings

 

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses.

 

The vast majority of the Company’s troubled debt restructurings modified during the period ended March 31, 2012 related to interest rate reductions combined with restructured amortization schedules. The Company does not grant principal forgiveness.

 

All loans classified as troubled debt restructurings are considered to be impaired and are evaluated as such for determination of the allowance for loan losses. The Company’s troubled debt restructurings can be classified as either nonaccrual or accruing based on the loan’s payment status. The troubled debt restructurings that are nonaccrual are reported within the nonaccrual loan totals presented previously.

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The following table presents information related to loans modified in a troubled debt restructuring during the three-months ended March 31, 2012.

 

($ in thousands)  For the three months ended
March 31, 2012
 
   Number of
Contracts
   Restructured
Balances
 
Non-covered TDRs – Accruing      $ 
           
Non-covered TDRs - Nonaccrual        
           
Total non-covered TDRs arising during period      $ 
           
Total covered TDRs arising during period– Accruing   3   $1,914 
Total covered TDRs arising during period – Nonaccrual        
           
Total TDRs arising during period   3   $1,914 

 

Accruing restructured loans that 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 90 or more days delinquent under the modified terms, has been transferred to nonaccrual status, or has been transferred to other real estate owned.

 

($ in thousands)  For the three months ended
March 31, 2012
 
   Number of
Contracts
   Recorded
Investment
 
Non-covered accruing TDRs that subsequently defaulted          
Real estate – construction, land development & other land loans   2   $664 
           
Total non-covered TDRs that subsequently defaulted   2   $664 
           
Total accruing covered TDRs that subsequently defaulted   11   $2,711 
           
         Total accruing TDRs that subsequently defaulted   13   $3,375 

 

Note 9 – Deferred Loan Costs

 

The amount of loans shown on the Consolidated Balance Sheets includes net deferred loan costs of approximately $1,340,000, $1,280,000, and $1,180,000 at March 31, 2012, December 31, 2011, and March 31, 2011, respectively.

 

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Note 10 – FDIC Indemnification Asset

 

The FDIC indemnification asset is the estimated amount that the Company will receive from the FDIC under loss share agreements associated with two FDIC-assisted failed bank acquisitions. See page 38 of the Company’s 2011 Annual Report on Form 10-K for a detailed explanation of this asset.

 

The FDIC indemnification asset was comprised of the following components as of the dates shown:

 

($ in thousands)
 
  March 31,
2012
   December 31,
2011
   March 31,
2011
 
Receivable related to claims submitted, not yet received  $8,828    13,377    11,951 
Receivable related to estimated future claims on loans   85,859    90,275    117,614 
Receivable related to estimated future claims on other real estate owned   18,718    18,025    11,372 
    FDIC indemnification asset  $113,405    121,677    140,937 

 

The following presents a rollforward of the FDIC indemnification asset since December 31, 2011.

 

($ in thousands)    
Balance at December 31, 2011  $121,677 
Increase related to unfavorable changes in loss estimates   6,151 
Increase related to reimbursable expenses   1,402 
Cash received   (13,247)
Accretion of loan discount   (2,578)
Other    
Balance at March 31, 2012  $113,405 

 

Note 11 – Goodwill and Other Intangible Assets

 

The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets as of March 31, 2012, December 31, 2011, and March 31, 2011 and the carrying amount of unamortized intangible assets as of those same dates.

 

   March 31, 2012   December 31, 2011   March 31, 2011 

 

($ in thousands)
 

  Gross Carrying
Amount
   Accumulated
Amortization
   Gross Carrying
Amount
   Accumulated
Amortization
   Gross Carrying
Amount
   Accumulated
Amortization
 
Amortizable intangible assets:                              
  Customer lists  $678    372    678    357    678    313 
  Core deposit premiums   7,867    4,499    7,867    4,291    7,867    3,656 
       Total  $8,545    4,871    8,545    4,648    8,545    3,969 
                               
Unamortizable intangible assets:                              
  Goodwill  $65,835         65,835         65,835      

 

Amortization expense totaled $223,000 and $224,000 for the three months ended March 31, 2012 and 2011, respectively.

 

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The following table presents the estimated amortization expense for the last three quarters of calendar year 2012 and for each of the four calendar years ending December 31, 2016 and the estimated amount amortizable thereafter. These estimates are subject to change in future periods to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortized intangible assets.

 

($ in thousands)
 
   Estimated Amortization
Expense
 
 April 1 to December 31, 2012   $669 
 2013    781 
 2014    678 
 2015    622 
 2016    555 
 Thereafter    369 
         Total   $3,674 
        

 

Note 12 – Pension Plans

 

The Company sponsors two defined benefit pension plans – a qualified retirement plan (the “Pension Plan”) which is generally available to all employees, and a Supplemental Executive Retirement Plan (the “SERP”), which is for the benefit of certain senior management executives of the Company.

 

The Company recorded pension expense totaling $1,039,000 and $832,000 for the three months ended March 31, 2012 and 2011, respectively, related to the Pension Plan and the SERP. The following table contains the components of the pension expense.

 

   For the Three Months Ended March 31, 
($ in thousands)   2012   2011   2012   2011   2012 Total   2011 Total 
   Pension Plan   Pension Plan   SERP   SERP   Both Plans   Both Plans 
Service cost – benefits earned during the period  $604    478    94    115    698    593 
Interest cost   436    432    87    102    523    534 
Expected return on plan assets   (492)   (444)           (492)   (444)
Amortization of transition obligation   1    1            1    1 
Amortization of net (gain)/loss   267    114    34    26    301    140 
Amortization of prior service cost   3    3    5    5    8    8 
       Net periodic pension cost  $819    584    220    248    1,039    832 

 

The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to provide the Company with the maximum deduction for income tax purposes. The contributions are invested to provide for benefits under the Pension Plan. The Company expects that it will contribute $2,500,000 to the Pension Plan in 2012.

 

The Company’s funding policy with respect to the SERP is to fund the related benefits from the operating cash flow of the Company.

 

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Note 13 – Comprehensive Income

 

Comprehensive income is defined as the change in equity during a period for non-owner transactions and is divided into net income and other comprehensive income. Other comprehensive income includes revenues, expenses, gains, and losses that are excluded from earnings under current accounting standards. The components of accumulated other comprehensive income (loss) for the Company are as follows:

 

($ in thousands)  March 31, 2012   December 31, 2011   March 31, 2011 
Unrealized gain (loss) on securities available for sale  $4,161    3,896    2,654 
    Deferred tax asset (liability)   (1,624)   (1,520)   (1,035)
Net unrealized gain (loss) on securities available for sale   2,537    2,376    1,619 
                
Additional pension liability   (17,968)   (18,278)   (10,757)
    Deferred tax asset   7,099    7,220    4,249 
Net additional pension liability   (10,869)   (11,058)   (6,508)
                
Total accumulated other comprehensive income (loss)  $(8,332)   (8,682)   (4,889)

 

Note 14 – Fair Value

 

Relevant accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

 

Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

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The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at March 31, 2012.

 

($ in thousands)        
Description of Financial Instruments  Fair Value at
March 31,
2012
   Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
   Significant Other
Observable
Inputs (Level 2)
   Significant
Unobservable
Inputs (Level 3)
 
Recurring                    
    Securities available for sale:                    
       Government-sponsored enterprise securities  $23,591        23,591     
       Mortgage-backed securities   111,069        111,069     
       Corporate bonds   13,137        13,137     
       Equity securities   11,385    404    10,981     
         Total available for sale securities  $159,182    404    158,778     
                     
Nonrecurring                    
    Impaired loans – covered  $55,527            55,527 
    Impaired loans – non-covered   80,284            80,284 
    Other real estate – covered   79,535        79,535     
    Other real estate – non-covered   36,838        36,838     

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2011.

 

($ in thousands)        
Description of Financial Instruments  Fair Value at
December 31,
2011
   Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
   Significant Other
Observable Inputs
(Level 2)
   Significant
Unobservable
Inputs
(Level 3)
 
Recurring                    
Securities available for sale:                    
Government-sponsored enterprise securities  $34,665        34,665     
Mortgage-backed securities   124,105        124,105     
Corporate bonds   12,488        12,488     
Equity securities   11,368    398    10,969     
Total available for sale securities  $182,626    398    182,227     
                     
Nonrecurring                    
    Impaired loans – covered  $55,690        55,690     
    Impaired loans – non-covered   85,286        85,286     
    Other real estate – covered   85,272        85,272     
    Other real estate – non-covered   37,023        37,023     

 

The following is a description of the valuation methodologies used for instruments measured at fair value.

 

Securities When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy. Level 1 securities for the Company include certain equity securities. If quoted market prices are not available, but fair values can be estimated by observing quoted prices of securities with similar characteristics, the securities are classified as Level 2 on the valuation hierarchy. Most of the fair values for the Company’s Level 2 securities are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. For the Company, Level 2 securities include mortgage-backed securities, collateralized mortgage obligations, government-sponsored entity securities, and corporate bonds. In

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cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

 

Impaired loans Fair values for impaired loans in the above table are collateral dependent and are estimated based on underlying collateral values, as determined by third-party appraisers, which are then adjusted for the cost related to liquidation of the collateral.

 

Other real estate – Other real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, 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. 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.

 

Transfers of assets or liabilities between levels within the fair value hierarchy are recognized when an event or change in circumstances occurs. There were no transfers between Level 1 and Level 2 for assets or liabilities measured on a recurring basis during the three months ended March 31, 2012 or 2011.

 

For the three months ended March 31, 2012 and 2011, the increase in the fair value of securities available for sale was $265,000 and $176,000, respectively, which is included in other comprehensive income (tax expense of $104,000 and $69,000, respectively). Fair value measurement methods at March 31, 2012 and 2011 are consistent with those used in prior reporting periods.

 

The carrying amounts and estimated fair values of financial instruments at March 31, 2012 and December 31, 2011 are as follows:

 

       March 31, 2012    December 31, 2011 
($ in thousands)
 
  Level in Fair
Value
Hierarchy
  Carrying
Amount
   Estimated
Fair Value
   Carrying
Amount
   Estimated
Fair Value
 
Cash and due from banks, noninterest-bearing  Level 1  $58,001    58,001    80,341    80,341 
Due from banks, interest-bearing  Level 1   234,137    234,137    135,218    135,218 
Federal funds sold  Level 1   1,203    1,203    608    608 
Securities available for sale  Level 2   159,182    159,182    182,626    182,626 
Securities held to maturity  Level 2   57,066    61,226    57,988    62,754 
Presold mortgages in process of settlement  Level 1   7,003    7,003    6,090    6,090 
Loans – non-covered, net of allowance  Level 3   2,048,069    1,996,128    2,033,542    1,987,979 
Loans – covered, net of allowance  Level 3   335,728    335,728    355,426    355,426 
FDIC indemnification asset  Level 3   113,405    112,518    121,677    121,004 
Accrued interest receivable  Level 1   10,969    10,969    11,779    11,779 
Deposits  Level 2   2,831,059    2,835,780    2,755,037    2,759,504 
Securities sold under agreements to repurchase  Level 2           17,105    17,105 
Borrowings  Level 2   133,894    107,148    133,925    106,333 
Accrued interest payable  Level 2   1,659    1,659    1,872    1,872 

 

Fair value methods and assumptions are set forth below for the Company’s financial instruments.

 

Cash and Due from Banks, Federal Funds Sold, Presold Mortgages in Process of Settlement, Accrued Interest Receivable, and Accrued Interest Payable - The carrying amounts approximate their fair value because of the short maturity of these financial instruments. (Level 1)

 

Available for Sale and Held to Maturity Securities - Fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or matrix pricing. (Level 2)

 

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Loans – For non-impaired loans, fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, financial and agricultural, real estate construction, real estate mortgages and installment loans to individuals. Each loan category is further segmented into fixed and variable interest rate terms. The fair value for each category is determined by discounting scheduled future cash flows using current interest rates offered on loans with similar risk characteristics. (Level 3)

 

As discussed above, fair values for impaired loans are estimated based on estimated proceeds expected upon liquidation of the collateral. (Level 3)

 

FDIC Indemnification Asset – Fair value is equal to the FDIC reimbursement rate of the expected losses to be incurred and reimbursed by the FDIC and then discounted over the estimated period of receipt. (Level 3)

 

Deposits and Securities Sold Under Agreements to Repurchase - The fair value of securities sold under agreements to repurchase and deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, checking, and money market accounts, is equal to the amount payable on demand as of the valuation date. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. (Level 2)

 

Borrowings - The fair value of borrowings is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered by the Company’s lenders for debt of similar remaining maturities. (Level 2)

 

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no highly liquid market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include net premises and equipment, intangible and other assets such as foreclosed properties, deferred income taxes, prepaid expense accounts, income taxes currently payable and other various accrued expenses. In addition, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

 

Note 15 – Participation in the Small Business Lending Fund

 

On September 1, 2011, the Company completed the sale of $63.5 million of Series B preferred stock to the Secretary of the Treasury under the Small Business Lending Fund (SBLF). The fund was established under the Small Business Jobs Act of 2010 that was created to encourage lending to small businesses by providing capital to qualified community banks with assets less than $10 billion.

 

Under the terms of the stock purchase agreement, the Treasury received 63,500 shares of non-cumulative perpetual preferred stock with a liquidation value of $1,000 per share, in exchange for $63.5 million.

 

The Series B preferred stock qualifies as Tier 1 capital. The dividend rate, as a percentage of the liquidation amount, can fluctuate on a quarterly basis during the first 10 quarters during which the Series B preferred stock is

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outstanding, based upon changes in the level of “Qualified Small Business Lending” or “QBSL”. For the first nine quarters after issuance, the dividend rate can range from one percent (1%) to five percent (5%) per annum based upon the increase in QBSL as compared to the baseline. For quarters subsequent to the issuance in 2011, the Company has paid a dividend rate ranging from 4.8% to 5.0%. Based upon an increase in the level of QBSL over the baseline level calculated under the terms of the related purchase agreement, the dividend rate for the next dividend period (which will end on June 30, 2012) is expected to be 4.8%, subject to confirmation by Treasury. For the tenth calendar quarter through four and one half years after issuance, the dividend rate will be fixed at between one percent (1%) and seven percent (7%) based upon the level of QBSL compared to the baseline. After four and one half years from the issuance, the dividend rate will increase to nine percent (9%). Subject to regulatory approval, the Company is generally permitted to redeem the Series B preferred shares at par plus unpaid dividends.

 

There was no discount recorded related to the SBLF preferred stock (because no warrants were issued in connection with this preferred stock issuance), and therefore there will be no future amounts recorded for preferred stock discount accretion.

 

For the first three months of 2012, the Company accrued approximately $760,000 in preferred dividend payments. This amount is deducted from net income in computing “Net income available to common shareholders.”

 

 

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Item 2 - Management's Discussion and Analysis of Consolidated Results of Operations and Financial Condition

 

Critical Accounting Policies

 

The accounting principles we follow and our methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices followed by the banking industry. Certain of these principles involve a significant amount of judgment and may involve the use of estimates based on our best assumptions at the time of the estimation. The allowance for loan losses, intangible assets, and the fair value and discount accretion of loans acquired in FDIC-assisted transactions

are three policies we have identified as being more sensitive in terms of judgments and estimates, taking into account their overall potential impact to our consolidated financial statements.

 

Allowance for Loan Losses

 

Due to the estimation process and the potential materiality of the amounts involved, we have identified the accounting for the allowance for loan losses and the related provision for loan losses as an accounting policy critical to our consolidated financial statements. The provision for loan losses charged to operations is an amount sufficient to bring the allowance for loan losses to an estimated balance considered adequate to absorb losses inherent in the portfolio.

 

Our determination of the adequacy of the allowance is based primarily on a mathematical model that estimates the appropriate allowance for loan losses. This model has two components. The first component involves a review, and an estimation of losses, on loans or loan relationships that are significant in size and that are impaired (“impaired loans”). A loan is considered to be impaired when, based on current information and events, it is probable we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The estimated valuation allowance is the difference, if any, between the loan balance outstanding and the value of the impaired loan as determined by either 1) an estimate of the cash flows that we expect to receive from the borrower discounted at the loan’s effective rate, or 2) in the case of a collateral-dependent loan, the fair value of the collateral.

 

The second component of the allowance model is an estimate of losses for smaller balance impaired loans and all loans not considered to be impaired loans (“general reserve loans”). General reserve loans having normal credit risk are segregated by loan type, and estimated loss percentages are assigned to each loan type, based on the historical losses, current economic conditions, and operational conditions specific to each loan type. For loans that we have risk graded as having more than “standard” risk, loss percentages are based on a multiple of the estimated loss rate for loans of a similar loan type with normal risk. The multiples assigned vary by type of loan, depending on risk, and we have consulted with an external credit review firm in assigning those multiples.

 

The reserve estimated for impaired loans is then added to the reserve estimated for general reserve loans. This becomes our “allocated allowance.” In addition to the allocated allowance derived from the model, we also evaluate other data such as the ratio of the allowance for loan losses to total loans, net loan growth information, nonperforming asset levels and trends in such data. Based on this additional analysis, we may determine that an additional amount of allowance for loan losses is necessary to reserve for probable losses. This additional amount, if any, is our “unallocated allowance.” The sum of the allocated allowance and the unallocated allowance is compared to the actual allowance for loan losses recorded on our books and any adjustment necessary for the recorded allowance to equal the computed allowance is recorded as a provision for loan losses. The provision for loan losses is a direct charge to earnings in the period recorded.

 

Loans covered under loss share agreements are recorded at fair value at acquisition date. Therefore, amounts deemed uncollectible at acquisition date become a part of the fair value calculation and are excluded from the allowance for loan losses. Subsequent decreases in the amount

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expected to be collected result in a provision for loan losses with a corresponding increase in the allowance for loan losses. Subsequent increases in the amount expected to be collected are accreted into income over the life of the loan. Proportional adjustments are also recorded to the FDIC indemnification asset.

 

Although we use the best information available to make evaluations, future material adjustments may be necessary if economic, operational, or other conditions change. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on the examiners’ judgment about information available to them at the time of their examinations.

 

For further discussion, see “Nonperforming Assets” and “Summary of Loan Loss Experience” below.

 

Intangible Assets

 

Due to the estimation process and the potential materiality of the amounts involved, we have also identified the accounting for intangible assets as an accounting policy critical to our consolidated financial statements.

 

When we complete an acquisition transaction, the excess of the purchase price over the amount by which the fair market value of assets acquired exceeds the fair market value of liabilities assumed represents an intangible asset. We must then determine the identifiable portions of the intangible asset, with any remaining amount classified as goodwill. Identifiable intangible assets associated with these acquisitions are generally amortized over the estimated life of the related asset, whereas goodwill is tested annually for impairment, but not systematically amortized. Assuming no goodwill impairment, it is beneficial to our future earnings to have a lower amount assigned to identifiable intangible assets and higher amount of goodwill as opposed to having a higher amount considered to be identifiable intangible assets and a lower amount classified as goodwill.

 

The primary identifiable intangible asset we typically record in connection with a whole bank or bank branch acquisition is the value of the core deposit intangible, whereas when we acquire an insurance agency, the primary identifiable intangible asset is the value of the acquired customer list. Determining the amount of identifiable intangible assets and their average lives involves multiple assumptions and estimates and is typically determined by performing a discounted cash flow analysis, which involves a combination of any or all of the following assumptions: customer attrition/runoff, alternative funding costs, deposit servicing costs, and discount rates. We typically engage a third party consultant to assist in each analysis. For the whole bank and bank branch transactions recorded to date, the core deposit intangibles have generally been estimated to have a life ranging from seven to ten years, with an accelerated rate of amortization. For insurance agency acquisitions, the identifiable intangible assets related to the customer lists were determined to have a life of ten to fifteen years, with amortization occurring on a straight-line basis.

 

Subsequent to the initial recording of the identifiable intangible assets and goodwill, we amortize the identifiable intangible assets over their estimated average lives, as discussed above. In addition, on at least an annual basis, goodwill is evaluated for impairment by comparing the fair value of our reporting units to their related carrying value, including goodwill (our community banking operation is our only material reporting unit). If the carrying value of a reporting unit were ever to exceed its fair value, we would determine whether the implied fair value of the goodwill, using a discounted cash flow analysis, exceeded the carrying value of the goodwill. If the carrying value of the goodwill exceeded the implied fair value of the goodwill, an impairment loss would be recorded in an amount equal to that excess. Performing such a discounted cash flow analysis would involve the significant use of estimates and assumptions.

 

At our last goodwill impairment evaluation as of September 30, 2011, we determined the fair value of our community banking operation was approximately $18.50 per common share, or 8% higher, than the $17.08 stated book value of our common stock at the date of valuation. To assist us in computing the fair value of our community banking operation, we engaged a consulting firm who used various valuation techniques as part of their analysis, which resulted in the conclusion of the $18.50 value.

 

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We review identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our policy is that an impairment loss is recognized, equal to the difference between the asset’s carrying amount and its fair value, if the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Estimating future cash flows involves the use of multiple estimates and assumptions, such as those listed above.

 

Fair Value and Discount Accretion of Loans Acquired in FDIC-Assisted Transactions

 

We consider the determination of the initial fair value of loans acquired in FDIC-assisted transactions, the initial fair value of the related FDIC indemnification asset, and the subsequent discount accretion of the purchased loans to involve a high degree of judgment and complexity. We determine fair value accounting estimates of newly assumed assets and liabilities in accordance with relevant accounting guidance. However, the amount that we realize on these assets could differ materially from the carrying value reflected in our financial statements, based upon the timing of collections on the acquired loans in future periods. To the extent the actual values realized for the acquired loans are different from the estimates, the FDIC indemnification asset will generally be impacted in an offsetting manner due to the loss-sharing support from the FDIC.

 

Because of the inherent credit losses associated with the acquired loans in a failed bank acquisition, the amount that we record as the fair values for the loans is generally less than the contractual unpaid principal balance due from the borrowers, with the difference being referred to as the “discount” on the acquired loans. We have applied the cost recovery method of accounting to all purchased impaired loans due to the uncertainty as to the timing of expected cash flows. This will result in the recognition of interest income on these impaired loans only when the cash payments received from the borrower exceed the recorded net book value of the related loans.

 

For nonimpaired purchased loans, we accrete the discount over the lives of the loans in a manner consistent with the guidance for accounting for loan origination fees and costs.

 

Current Accounting Matters

 

See Note 2 to the Consolidated Financial Statements above for information about accounting standards that we have recently adopted.

 

 

RESULTS OF OPERATIONS

 

Overview

 

Net loss available to common shareholders for the first quarter of 2012 amounted of $5.9 million, or ($0.35) per diluted common share, compared to net income available to common shareholders of $5.3 million, or $0.32 per diluted common share, reported in the first quarter of 2011. The net loss reported for the first quarter of 2012 was caused primarily by a higher provision for loan losses related to non-covered loans.

 

Also impacting comparability from 2011 to 2012 was a significant gain we recorded in 2011. In the first quarter of 2011, we realized a $10.2 million bargain purchase gain related to the acquisition of The Bank of Asheville in Asheville, North Carolina. The after-tax impact of this gain was $6.2 million, or $0.37 per diluted common share.

 

Note Regarding Components of Earnings

 

Our results of operation are significantly affected by the on-going accounting for two FDIC-assisted failed bank acquisitions. In the discussion below, the term “covered” is used to describe assets included as part of FDIC loss share agreements, which generally result in the FDIC reimbursing the Company for

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80% of losses incurred on those assets. The term “non-covered” refers to the Company’s legacy assets, which are not subject to any type of loss share arrangement.

 

For covered loans that deteriorate in terms of repayment expectations, we record immediate allowances through the provision for loan losses. For covered loans that experience favorable changes in credit quality compared to what was expected at the acquisition date, including loans that payoff, we record positive adjustments to interest income over the life of the respective loan – also referred to as loan discount accretion. For foreclosed properties that are sold at gains or losses or that are written down to lower values, we record the gains/losses within noninterest income.

 

The adjustments discussed above are recorded within the income statement line items noted without consideration of the FDIC loss share agreements. Because favorable changes in covered assets result in lower expected FDIC claims, and unfavorable changes in covered assets result in higher expected FDIC claims, the FDIC indemnification asset is adjusted to reflect those expectations. The net increase or decrease in the indemnification asset is reflected within noninterest income.

 

The adjustments noted above can result in volatility within individual income statement line items. Because of the FDIC loss share agreements and the associated indemnification asset, pretax income resulting from amounts recorded as provisions for loan losses on covered loans, discount accretion, and losses from covered foreclosed properties is generally only impacted by 20% due to the corresponding adjustments made to the indemnification asset.

 

Net Interest Income and Net Interest Margin

 

Net interest income for the first quarter of 2012 did not vary significantly compared to the first quarter of 2011, amounting to $32.1 million in the first quarter of 2012 compared to $32.3 million in the first quarter of 2011.

 

The Company’s net interest margin (tax-equivalent net interest income divided by average earning assets) for the first quarter of 2012 was 4.59% compared to 4.62% for the first quarter of 2011. The slightly lower margin was primarily due to an average earning asset yield that decreased by more than the decline in the average rate paid on liabilities. This was primarily a result of the mix of the Company’s earning assets being more concentrated in lower yielding short-term investments in 2012 compared to a larger concentration of higher yielding loans and securities in 2011.

 

The 4.59% net interest margin realized in the first quarter of 2012 was a four basis point increase from the 4.55% margin realized in the fourth quarter of 2011. The increase was primarily a result of higher amounts of discount accretion on loans purchased in failed bank acquisitions recognized during the 2012 period. As previously discussed, the impact of the changes in discount accretion on pretax income is only 20% of the gross amount of the change.

 

Provision for Loan Losses and Asset Quality

 

For the three months ended March 31, 2012, we recorded total provisions for loan losses of $21.6 million compared to $11.3 million for the same period of 2011.

 

The large increase in 2012 related to our non-covered loans, with the provision for loan losses on non-covered loans amounting to $18.6 million in the first quarter of 2012 compared to $7.6 million in the first quarter of 2011. The increase resulted from refinements to our loan loss model and internal control changes that resulted in a realignment of departmental responsibilities for determining our allowance for loan losses.  As a result of the changes, an internal review of selected nonperforming loan relationships was conducted, which applied more conservative assumptions to estimate the probable losses.  We believe that the additional reserves established may lead to a more timely resolution of the related credits.

 

 

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Our provisions for loan losses for covered loans amounted to $3.0 million and $3.8 million for the three months ended March 31, 2012 and 2011, respectively. The lower provision in 2012 was due to a decline in covered nonperforming loans resulting from the resolution of these loans through a combination of charge-offs and foreclosures. The majority of the provisions for loan losses on covered loans in 2011 and 2012 relate to loans assumed in the Company’s June 2009 acquisition of Cooperative Bank. As previously discussed, the provision for loan losses related to covered loans is offset by an 80% increase to the FDIC indemnification asset, which increases noninterest income.

 

Total non-covered nonperforming assets have remained fairly stable over the past five quarter ends, ranging from $116 million to $122 million, or approximately 4.0% of total non-covered assets at March 31, 2012.

 

Covered nonperforming assets have generally declined over that same period, amounting to $135 million at March 31, 2012 compared to $169 million at March 31, 2011.

 

Noninterest Income

 

Total noninterest income was $5.3 million in the first quarter of 2012 compared to $14.2 million for the first quarter of 2011. The decrease in 2012 compared to 2011 was primarily the result of the previously discussed $10.2 million bargain purchase gain recorded in the acquisition of The Bank of Asheville during the first quarter of 2011.

 

We continue to experience losses and write-downs on our foreclosed properties due to declining property values in our market area. For the first quarter of 2012, these losses amounted to $4.5 million for covered properties compared to $4.9 million in the first quarter of 2011. Losses on non-covered foreclosed properties amounted to $0.7 million for the first quarter of 2012 compared to $1.4 million in the first quarter of 2011.

 

As previously discussed, indemnification asset income is recorded to reflect additional amounts expected to be received from the FDIC due to covered loan and foreclosed property losses arising during the period. For the first quarter of 2012, indemnification asset income totaled $4.1 million compared to $5.0 million in the first quarter of 2011.

 

We recorded $0.5 million in gains on sales of securities during the first quarter of 2012, compared to an insignificant amount in 2011.

 

Noninterest Expenses

 

Noninterest expenses amounted to $24.4 million in the first quarter of 2012, a 2.7% decrease from the $25.0 million recorded in the same period of 2011. The decline was primarily due to lower collection expenses and lower FDIC insurance expense, as well as the absence of merger expenses in 2012.

 

Balance Sheet and Capital

 

Total assets at March 31, 2012 amounted to $3.3 billion, a 1.9% decrease from a year earlier. Total loans at March 31, 2012 amounted to $2.4 billion, a 2.0% decrease from a year earlier, and total deposits amounted to $2.8 billion at March 31, 2012, a 0.5% decrease from a year earlier.

 

Since the onset of the recession, we have generally experienced declines in loans and deposits. Normal loan paydowns and loan foreclosures have exceeded new loan growth, which has provided the liquidity to lessen reliance on high cost deposits. However, for the past three quarters this trend has reversed and we have experienced sequential growth in our non-covered loan portfolio, which has increased by $54 million since June 30, 2011, or 2.6%. We are actively pursuing lending opportunities in order to improve our asset yields, as well as to potentially decrease the dividend rate on our preferred stock, as discussed in the following paragraph.

 

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In September 2011, we issued $63.5 million in preferred stock to the U.S. Treasury as part of the Company’s participation in the Small Business Lending Fund (“SBLF”). The goal of the SBLF is to incentivize healthy banks to make loans to small businesses. Depending on the Bank’s success in making small business loans, the dividend rate on the preferred stock could range from 5% to as low as 1% for several years. For the second quarter of 2012, based on our recent small business lending trends, we expect to pay a dividend rate of 4.8%.

 

We remain well-capitalized by all regulatory standards, with a Total Risk-Based Capital Ratio at March 31, 2012 of 16.34% compared to the 10.00% minimum to be considered well-capitalized. Our tangible common equity to tangible assets ratio was 6.29% at March 31, 2012, a decrease of 13 basis points from a year earlier.

 

Components of Earnings

 

Net interest income is the largest component of earnings, representing the difference between interest and fees generated from earning assets and the interest costs of deposits and other funds needed to support those assets. Net interest income for the three month period ended March 31, 2012 amounted to $32.1 million, a decrease of $0.2 million, or 0.7%, from the $32.3 million recorded in the first quarter of 2011. Net interest income on a tax-equivalent basis for the three month period ended March 31, 2012 amounted to $32.5 million, a decrease of $0.2 million, or 0.7%, from the $32.7 million recorded in the first quarter of 2011. We believe that analysis of net interest income on a tax-equivalent basis is useful and appropriate because it allows a comparison of net interest income amounts in different periods without taking into account the different mix of taxable versus non-taxable investments that may have existed during those periods.

 

   Three Months Ended March 31, 
($ in thousands)  2012   2011 
Net interest income, as reported  $32,091    32,314 
Tax-equivalent adjustment   387    385 
Net interest income, tax-equivalent  $32,478    32,699 

 

There are two primary factors that cause changes in the amount of net interest income we record - 1) changes in our loans and deposits balances, and 2) our net interest margin (tax-equivalent net interest income divided by average interest-earning assets).

 

For the three months ended March 31, 2012, the slightly lower net interest income compared to the same period of 2011 was due to slightly lower balances of loans and deposits and a three basis point decrease in net interest margin.

 

 

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The following table presents net interest income analysis on a tax-equivalent basis.

 

   For the Three Months Ended March 31, 
   2012   2011 

 

($ in thousands)
 

  Average
Volume
   Average
Rate
   Interest
Earned
or Paid
   Average
Volume
   Average
Rate
   Interest
Earned
or Paid
 
Assets                              
Loans (1)  $2,430,893    5.80%  $35,042   $2,502,011    5.97%  $36,807 
Taxable securities   166,327    3.04%   1,258    185,702    3.13%   1,432 
Non-taxable securities (2)   57,596    6.15%   880    56,810    6.32%   885 
Short-term investments, principally federal funds   192,156    0.29%   139    127,518    0.29%   90 
Total interest-earning assets   2,846,972    5.27%   37,319    2,872,041    5.54%   39,214 
                               
Cash and due from banks   58,754              66,884           
Premises and equipment   71,698              67,953           
Other assets   324,648              339,812           
  Total assets  $3,302,072             $3,346,690           
                               
Liabilities                              
Interest bearing checking  $438,413    0.19%  $206   $324,707    0.28%  $227 
Money market deposits   521,008    0.41%   528    510,901    0.59%   742 
Savings deposits   152,868    0.30%   115    158,733    0.67%   261 
Time deposits >$100,000   744,860    1.17%   2,175    797,540    1.32%   2,604 
Other time deposits   574,882    0.89%   1,269    679,398    1.30%   2,169 
    Total interest-bearing deposits   2,432,031    0.71%   4,293    2,471,279    0.99%   6,003 
Securities sold under agreements to repurchase   6,706    0.24%   4    58,384    0.35%   50 
Borrowings   130,534    1.68%   544    108,813    1.72%   462 
Total interest-bearing liabilities   2,569,271    0.76%   4,841    2,638,476    1.00%   6,515 
                               
Non-interest-bearing deposits   347,480              319,972           
Other liabilities   37,127              36,291           
Shareholders’ equity   348,194              351,951           
Total liabilities and shareholders’ equity  $3,302,072             $3,346,690           
                               
Net yield on interest-earning assets and net interest income        4.59%  $32,478         4.62%  $32,699 
Interest rate spread        4.51%             4.54%     
                               
Average prime rate        3.25%             3.25%     
(1) Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.
(2)Includes tax-equivalent adjustments of $387,000 and $385,000 in 2012 and 2011, respectively, to reflect the tax benefit that we receive related to tax-exempt securities, which carry interest rates lower than similar taxable investments due to their tax exempt status. This amount has been computed assuming a 39% tax rate and is reduced by the related nondeductible portion of interest expense.

 

Average loans outstanding for the first quarter of 2012 were $2.431 billion, which was 2.8% less than the average loans outstanding for the first quarter of 2011 ($2.502 billion). The mix of our loan portfolio remained substantially the same at March 31, 2012 compared to December 31, 2011, with approximately 90% of our loans being real estate loans, 7% being commercial, financial, and agricultural loans, and the remaining 3% being consumer installment loans. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

 

Average total deposits outstanding for the first quarter of 2012 were $2.779 billion, which was 0.4% less than the average deposits outstanding for the first quarter of 2011 ($2.791 billion). Generally, we can reinvest funds from deposits at higher yields than the interest rate being paid on those deposits, and therefore increases in deposits typically result in higher amounts of net interest income.

 

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The slightly lower amount of average loans outstanding in 2012 is primarily due to the resolution of loans within our “covered loan” portfolio that we assumed in two failed bank acquisitions. The resolution of $98 million of these covered loans through foreclosure, charge-off, or repayment since March 31, 2011 offset $49 million in non-covered loan growth that occurred during that same period. With the overall decline in loans, we were able to lessen our reliance on higher cost sources of funding, including internet deposits and large denomination time deposits, which has resulted in lower deposit balances and a lower average cost of funds.

 

The Company’s net interest margin (tax-equivalent net interest income divided by average earning assets) for the first quarter of 2012 was 4.59% compared to 4.62% for the first quarter of 2011. The slightly lower margin was primarily due to an average earning asset yield that decreased by more than the decline in the average rate paid on liabilities. This was primarily a result of the mix of the Company’s earning assets being more concentrated in lower yielding short-term investments in 2012 compared to a larger concentration of higher yielding loans and securities in 2011. As can be seen in the above table, short-term investments amounted to $192 million for the first quarter of 2012, a 51% increase from the first quarter of 2011 average of $128 million, while average loan and securities balances declined during that same period. Our higher level of short-term investments was due to declining loan balances and our decision not to deploy our excess cash into higher yielding, but longer-term, securities due to the historically low interest rate environment that has been in effect.

 

Our net interest margin benefitted from the net accretion of purchase accounting premiums/discounts associated with the Cooperative acquisition in June 2009 and, to a lesser degree, the acquisition of Great Pee Dee Bancorp in April 2008 and the Bank of Asheville in January 2011. For the three months ended March 31, 2012 and 2011, we recorded $2,525,000 and $2,500,000, respectively, in net accretion of purchase accounting premiums/discounts that increased net interest income. The following table presents the detail of the purchase accounting adjustments that impacted net interest income.

 

   For the Three Months Ended 
$ in thousands  March 31, 2012   March 31, 2011 
         
Interest income – reduced by premium amortization on loans  $(116)   (105)
Interest income – increased by accretion of loan discount   2,578    2,515 
Interest expense – reduced by premium amortization of deposits   33    53 
Interest expense – reduced by premium amortization of borrowings   30    37 
    Impact on net interest income  $2,525    2,500 

 

See additional information regarding net interest income in the section entitled “Interest Rate Risk.”

 

Our provisions for loan losses and nonperforming assets remain at what we believe to be elevated levels, primarily due to high unemployment rates and declining property values in our market area that negatively impact collateral dependent real estate loans. In addition, our provision for loan losses in the first quarter of 2012 was significantly impacted by an internal review of selected nonperforming loans that is discussed below.

 

Our total provision for loan losses was $21.6 million for the first quarter of 2012 compared to $11.3 million in the first quarter of 2011. The total provision for loan losses is comprised of provision for loan losses for non-covered loans and provision for loan losses for covered loans.

 

The provision for loan losses on non-covered loans amounted to $18.6 million in the first quarter of 2012 compared to $7.6 million in the first quarter of 2011. The increase resulted from refinements to our loan loss model and internal control changes that resulted in a realignment of departmental responsibilities for determining our allowance for loan losses.  As a result of the changes, an internal review of selected nonperforming loan relationships was conducted, which applied more conservative assumptions to estimate the probable losses.  We believe that the additional reserves established may lead to a more timely resolution of the related credits.

 

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For the three months ended March 31, 2012 and 2011, we recorded $3.0 million and $3.8 million in provisions for loan losses for covered loans, respectively. The lower provision for loan losses for covered loans in 2012 was due to a decline in covered nonperforming loans resulting from the resolution of these loans through a combination of charge-offs and foreclosures. Because of the FDIC loss-share agreements in place for these loans, the FDIC indemnification asset was adjusted upwards by recording noninterest income of $2.4 million and $3.0 million in the first quarter of 2012 and 2011, respectively, or 80% of the amount of the provisions.

 

Our non-covered nonperforming assets amounted to $117 million at March 31, 2012, compared to $122 million at December 31, 2011 and $116 million at March 31, 2011. At March 31, 2012, the ratio of non-covered nonperforming assets to total non-covered assets was 4.02%, compared to 4.30% at December 31, 2011, and 4.05% at March 31, 2011. Our outlook for nonperforming non-covered assets is consistent with the recent trend, which is that we do not expect material improvement, nor deterioration, in the near future.

 

Our ratio of annualized net charge-offs to average non-covered loans was 1.49% for the first quarter of 2012 compared to 1.97% in the first quarter of 2011.

 

Our nonperforming assets that are covered by FDIC loss share agreements have generally declined over the past twelve months, amounting to $169 million at March 31, 2011 compared to $141 million at December 31, 2011 and $135 million at March 31, 2012.

 

Total noninterest income was $5.3 million in the first quarter of 2012 compared to $14.2 million for the first quarter of 2011. The decrease in 2012 compared to 2011 was primarily attributable to a $10.2 million bargain purchase gain recorded in the first quarter of 2011 related to our acquisition of The Bank of Asheville.

 

Within noninterest income, service charges on deposits increased for the first three months of 2012 compared to the same period in 2011, amounting to $2.8 million in 2012 compared to $2.6 million in 2011. This increase is primarily due to new fees on deposit accounts that took effect April 1, 2011, such as fees for customers that elect to receive paper statements.

 

Other service charges, commissions and fees amounted to $2.2 million in the first quarter of 2012 compared to $1.9 million in the first quarter of 2011. The increase in 2012 is primarily attributable to increased debit card usage by our customers. We earn a small fee each time our customers make a debit card transaction.

 

We continue to experience losses and write-downs on our foreclosed properties due to declining property values in our market area. For the first quarter of 2012, these losses amounted to $4.5 million for covered properties compared to $4.9 million in the first quarter of 2011, while losses on non-covered foreclosed properties amounted to $0.7 million for the first quarter of 2012 compared to $1.4 million in the first quarter of 2011.

 

As previously discussed, indemnification asset income is recorded to reflect additional amounts expected to be received from the FDIC due to covered loan and foreclosed property losses arising during the period. For the first quarter of 2012, indemnification asset income totaled $4.1 million compared to $5.0 million for the first quarter of 2011.

 

During the first quarter of 2012, we recorded $0.5 million in gains on sales of approximately $9.6 million in available for sale securities. In the comparable period of 2011, we recorded an insignificant gain on sales of securities.

 

Noninterest expenses amounted to $24.4 million in the first quarter of 2012, a 2.7% decrease over the $25.0 million recorded in the same period of 2011.

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Personnel expense for the three months ended March 31, 2012 amounted to $14.1 million, a 9.1% increase from the $12.9 million recorded in the first quarter of 2011. Within this line item, salaries expense was $10.2 million for the first quarter of 2012 compared to $9.7 million in the first quarter of 2011. Salaries expense for the fourth quarter of 2011 was $10.4 million.

 

Also within the line item “personnel expense” is employee benefits expense, which was $3.9 million in the first quarter of 2012 compared to $3.2 million in the first quarter of 2011. The higher level of expense in 2012 was primarily due to higher employee health care expense as a result of higher claims activity and increased pension expense as a result of a lower actuarial discount rate used to determine the amount of required expense.

 

Other noninterest expenses amounted to $7.2 million for the first quarter of 2012 compared to $8.8 million in the first quarter of 2011. Two of the largest categories of expense within this line item are collection expenses and FDIC insurance expense, both of which decreased in the first quarter of 2012 compared to the first quarter of 2011. Collection expenses on non-covered assets amounted to $0.6 million for the three months ended March 31, 2012 compared to $0.8 million recorded in the first quarter of 2011. Collection expenses on covered assets (net of FDIC reimbursement) amounted to approximately $0.5 million for the first quarter of 2012 and $0.8 million for the first quarter of 2011.

 

FDIC insurance expense amounted to $0.7 million for the three months ended March 31, 2012 compared to $1.3 million for the comparable period in 2011. The decrease in FDIC insurance expense in 2012 was due to a change in the FDIC’s assessment methodology effective April 1, 2011 that was favorable for the Company.

 

In the first quarter of 2012, we recorded severance expenses of $0.4 million as an “other noninterest expense,” and in the first quarter of 2011, we recorded a fraud loss of $0.6 million in this same line item.

 

We recorded an income tax benefit of $3.3 million for the first quarter of 2012 due to the net loss reported for the period. The tax benefit was approximately 39% of the reported net loss. For the first quarter of 2011, the provision for income taxes was $3.7 million, an effective tax rate of 36.3%.

 

The Consolidated Statements of Comprehensive Income reflect other comprehensive income of $350,000 and $196,000 during the first quarters of 2012 and 2011, respectively. The primary component of other comprehensive income for the periods presented was changes in unrealized holding gains of our available for sale securities. Our available for sale securities portfolio is predominantly comprised of fixed rate bonds that generally increase in value when market yields for fixed rate bonds decrease and decline in value when market yields for fixed rate bonds increase. Management has evaluated any unrealized losses on individual securities at each period end and determined that there is no other-than-temporary impairment.

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FINANCIAL CONDITION

 

Total assets at March 31, 2012 amounted to $3.34 billion, 1.9% lower than a year earlier. Total loans at March 31, 2012 amounted to $2.44 billion, a 2.0% decrease from a year earlier, and total deposits amounted to $2.83 billion, a 0.5% decrease from a year earlier.

 

The following table presents information regarding the nature of our growth for the twelve months ended March 31, 2012 and for the first quarter of 2012.

 

April 1, 2011 to
March 31, 2012
  Balance at
beginning
of period
   Internal
Growth
   Growth from
Acquisitions
   Balance at
end of
period
   Total
percentage
growth
   Percentage growth,
excluding
acquisitions
 
   ($ in thousands) 
     
Loans – Non-covered  $ 2,045,998   48,526      2,094,524   2.4%  2.4%
Loans - Covered   440,212    (98,112)       342,100    -22.3%   -22.3%
    Total loans   2,486,210    (49,586)       2,436,624    -2.0%   -2.0%
                               
Deposits – Noninterest bearing checking  $332,168    39,125        371,293    11.8%   11.8%
Deposits – Interest bearing checking   349,677    119,014        468,691    34.0%   34.0%
Deposits – Money market   513,553    8,797        522,350    1.7%   1.7%
Deposits – Savings   161,869    (4,250)       157,619    -2.6%   -2.6%
Deposits – Brokered   194,178    (36,061)       158,117    -18.6%   -18.6%
Deposits – Internet time   51,075    (23,120)       27,955    -45.3%   -45.3%
Deposits – Time>$100,000   593,625    (32,463)       561,162    -5.5%   -5.5%
Deposits – Time<$100,000   648,296    (84,424)       563,872    -13.0%   -13.0%
    Total deposits  $2,844,441    (13,382)       2,831,059    -0.5%   -0.5%
                               
January 1, 2012 to
March 31, 2012
                              
Loans – Non-covered  $2,069,152    25,372        2,094,524    1.2%   1.2%
Loans - Covered   361,234    (19,134)       342,100    -5.3%   -5.3%
    Total loans  $2,430,386    6,238        2,436,624    0.3%   0.3%
                               
Deposits – Noninterest bearing checking  $335,833    35,460        371,293    10.6%   10.6%
Deposits – Interest bearing checking   423,452    45,239        468,691    10.7%   10.7%
Deposits – Money market   509,801    12,549        522,350    2.5%   2.5%
Deposits – Savings   146,481    11,138        157,619    7.6%   7.6%
Deposits – Brokered   157,408    709        158,117    0.5%   0.5%
Deposits – Internet time   29,902    (1,947)       27,955    -6.5%   -6.5%
Deposits – Time>$100,000   575,408    (14,246)       561,162    -2.5%   -2.5%
Deposits – Time<$100,000   576,752    (12,880)       563,872    -2.2%   -2.2%
    Total deposits  $2,755,037    76,022        2,831,059    2.8%   2.8%

 

As derived from the table above, for the twelve months preceding March 31, 2012, our non-covered loans increased by $49 million, or 2.4%, which was offset by declines in our covered loans of $98 million. Over that same period, total deposits decreased $13 million, or 0.5%. For the first three months of 2012, non-covered loans increased $25 million, or 1.2%, which was partially offset by declines in our covered loans of $19 million. During the first quarter of 2012, total deposits increased by $76 million, or 2.8%. We had no acquisitions during the periods presented. We have experienced growth in our non-covered loan portfolio during the periods presented. We are actively pursuing lending opportunities in order to improve our asset yields, as well as to potentially decrease the dividend rate on our SBLF preferred stock (see Note 15 to the consolidated financial statements for more information).

 

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For the twelve months preceding March 31, 2012, the declines in our higher cost deposits, including internet deposits and time deposits, offset the internal growth experienced in our lower cost checking accounts. However, during the first quarter of 2012, the positive internal growth in our lowest cost deposits outpaced the decline in our higher cost deposits, which resulted in a net increase in deposits. A portion of the $119 million increase in interest bearing checking accounts during the twelve months preceding March 31, 2012 was caused by the shifting of repurchase agreements (securities sold under agreements to repurchase) to interest bearing checking accounts during late 2011 and early 2012. In July 2011, the Dodd-Frank Act repealed certain sections of the Federal Reserve Act that prohibited payment of interest on commercial demand accounts. With this prohibition removed, we began to pay interest on certain types of commercial demand accounts, as we encouraged our customers with repurchase agreements to switch to commercial checking accounts, which eliminated the need to sell/pledge our investment securities. Securities sold under agreements to repurchase were $73 million at March 31, 2011, $17 million at December 31, 2011 and $0 at March 31, 2012.

 

The mix of our loan portfolio remains substantially the same at March 31, 2012 compared to December 31, 2011. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

 

Note 8 to the consolidated financial statements presents additional detailed information regarding our mix of loans, including a break-out between loans covered by FDIC loss share agreements and non-covered loans.

 

Nonperforming Assets

 

Nonperforming assets include nonaccrual loans, troubled debt restructurings, loans past due 90 or more days and still accruing interest, and other real estate. As previously discussed, as a result of two FDIC-assisted transactions, we entered into loss share agreements that afford us significant protection from losses from all loans and other real estate acquired in those acquisitions.

 

Because of the loss protection provided by the FDIC, the financial risk of the acquired loans and foreclosed real estate is significantly different from the risk associated with assets not covered under the loss share agreements. Accordingly, we present separately nonperforming assets subject to the loss share agreements as “covered” nonperforming assets, and nonperforming assets that are not subject to the loss share agreements as “non-covered.”

 

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Nonperforming assets are summarized as follows:

 

 

ASSET QUALITY DATA ($ in thousands)

  March 31, 2012   December 31, 2011   March 31, 2011 
             
Non-covered nonperforming assets               
  Nonaccrual loans  $69,665    73,566    69,250 
  Restructured loans – accruing   10,619    11,720    19,843 
  Accruing loans >90 days past due            
     Total non-covered nonperforming loans   80,284    85,286    89,093 
  Other real estate   36,838    37,023    26,961 
         Total non-covered nonperforming assets  $117,122    122,309    116,054 
                
Covered nonperforming assets (1)               
  Nonaccrual loans (2)  $42,369    41,472    56,862 
  Restructured loans – accruing   13,158    14,218    16,238 
  Accruing loans > 90 days past due            
     Total covered nonperforming loans   55,527    55,690    73,100 
  Other real estate   79,535    85,272    95,868 
         Total covered nonperforming assets  $135,062    140,962    168,968 
                
Total nonperforming assets  $252,184    263,271    285,022 
                
Asset Quality Ratios – All Assets               
Net charge-offs to average loans - annualized   1.68%   1.00%   2.92%
Nonperforming loans to total loans   5.57%   5.80%   6.52%
Nonperforming assets to total assets   7.56%   8.00%   8.38%
Allowance for loan losses to total loans   2.17%   1.70%   1.72%
Allowance for loan losses to nonperforming loans   38.90%   29.38%   26.37%
                
Asset Quality Ratios – Based on Non-covered Assets only               
Net charge-offs to average non-covered loans - annualized   1.49%   1.09%   1.97%
Non-covered nonperforming loans to non-covered loans   3.83%   4.12%   4.35%
Non-covered nonperforming assets to total non-covered assets   4.02%   4.30%   4.05%
Allowance for loan losses to non-covered loans   2.22%   1.72%   1.75%
Allowance for loan losses to non-covered nonperforming loans   57.86%   41.75%   40.15%

(1) Covered nonperforming assets consist of assets that are included in loss share agreements with the FDIC.
(2) At March 31, 2012, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $68.3 million.

 

We have reviewed the collateral for our nonperforming assets, including nonaccrual loans, and have included this review among the factors considered in the evaluation of the allowance for loan losses discussed below.

 

Consistent with the weak economy in our market area, we have experienced high levels of loan losses, delinquencies and nonperforming assets compared to our historical averages.

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The following is the composition, by loan type, of all of our nonaccrual loans (covered and non-covered) at each period end, as classified for regulatory purposes:

 

($ in thousands)
 
  At March 31,
2012
   At December 31,
2011
   At March 31,
2011
 
Commercial, financial, and agricultural  $2,487    3,300    2,235 
Real estate – construction, land development, and other land loans   44,230    48,467    57,549 
Real estate – mortgage – residential (1-4 family) first mortgages   25,784    24,133    33,663 
Real estate – mortgage – home equity loans/lines of credit   6,168    7,255    6,445 
Real estate – mortgage – commercial and other   30,367    28,491    23,540 
Installment loans to individuals   2,998    3,392    2,680 
  Total nonaccrual loans  $112,034    115,038    126,112 

 

The following segregates our nonaccrual loans at March 31, 2012 into covered and non-covered loans, as classified for regulatory purposes:

 

($ in thousands)
 
  Covered
Nonaccrual
Loans
   Non-covered
Nonaccrual
Loans
   Total
Nonaccrual
Loans
 
Commercial, financial, and agricultural  $32    2,455    2,487 
Real estate – construction, land development, and other land loans   19,003    25,227    44,230 
Real estate – mortgage – residential (1-4 family) first mortgages   9,992    15,792    25,784 
Real estate – mortgage – home equity loans/lines of credit   1,090    5,078    6,168 
Real estate – mortgage – commercial and other   12,251    18,116    30,367 
Installment loans to individuals   1    2,997    2,998 
  Total nonaccrual loans  $42,369    69,665    112,034 

 

The following segregates our nonaccrual loans at December 31, 2011 into covered and non-covered loans, as classified for regulatory purposes:

 

($ in thousands)
 
  Covered
Nonaccrual
Loans
   Non-covered
Nonaccrual
Loans
   Total
Nonaccrual
Loans
 
Commercial, financial, and agricultural  $469    2,831    3,300 
Real estate – construction, land development, and other land loans   21,203    27,264    48,467 
Real estate – mortgage – residential (1-4 family) first mortgages   10,134    13,999    24,133 
Real estate – mortgage – home equity loans/lines of credit   1,231    6,024    7,255 
Real estate – mortgage – commercial and other   8,212    20,279    28,491 
Installment loans to individuals   223    3,169    3,392 
  Total nonaccrual loans  $41,472    73,566    115,038 

 

At March 31, 2012, troubled debt restructurings (covered and non-covered) amounted to $23.8 million, compared to $25.9 million at December 31, 2011, and $36.1 million at March 31, 2011. The decline from March 31, 2011 to March 31, 2012 is primarily a result of troubled debt restructurings that re-defaulted and were placed on nonaccrual status.

 

Other real estate includes foreclosed, repossessed, and idled properties. Non-covered other real estate has increased over the past year, amounting to $36.8 million at March 31, 2012, $37.0 million at December 31, 2011, and $27.0 million at March 31, 2011. At March 31, 2012, we also held $79.5 million in other real estate that is subject to the loss share agreements with the FDIC, which is a decline from $85.3 million at December 31, 2011 and $95.9 million at March 31, 2011. We believe that the fair values of the items of other real estate, less estimated costs to sell, equal or exceed their respective carrying values at the dates presented.

 

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The following table presents the detail of all of our other real estate at each period end (covered and non-covered):

 

($ in thousands)
 
  At March 31, 2012   At December 31, 2011   At March 31, 2011 
Vacant land  $72,625    76,341    79,933 
1-4 family residential properties   31,306    33,724    34,523 
Commercial real estate   12,442    12,230    8,373 
Other            
  Total other real estate  $116,373    122,295    122,829 
                

 

The following segregates our other real estate at March 31, 2012 into covered and non-covered:

 

($ in thousands)
 
  Covered Other Real
Estate
   Non-covered Other
Real Estate
   Total Other Real
Estate
 
Vacant land  $55,571    17,054    72,625 
1-4 family residential properties   15,993    15,313    31,306 
Commercial real estate   7,971    4,471    12,442 
Other            
  Total other real estate  $79,535    36,838    116,373 

 

The following segregates our other real estate at December 31, 2011 into covered and non-covered:

 

($ in thousands)
 
  Covered Other Real
Estate
   Non-covered Other
Real Estate
   Total Other Real
Estate
 
Vacant land  $59,994    16,347    76,341 
1-4 family residential properties   17,362    16,362    33,724 
Commercial real estate   7,916    4,314    12,230 
Other            
  Total other real estate  $85,272    37,023    122,295 

 

 

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The following table presents geographical information regarding our nonperforming assets at March 31, 2012.

 

   As of March 31, 2012 
($ in thousands)
 
  Covered   Non-covered   Total   Total Loans   Nonperforming
Loans to Total
Loans
 
                     
Nonaccrual loans and
Troubled Debt Restructurings (1)
                         
Eastern Region (NC)  $47,259    20,780    68,039   $540,000    12.6%
Triangle Region (NC)       23,861    23,861    772,000    3.1%
Triad Region (NC)       14,555    14,555    381,000    3.8%
Charlotte Region (NC)       1,012    1,012    97,000    1.0%
Southern Piedmont Region (NC)   514    2,515    3,029    219,000    1.4%
Western Region (NC)   7,611        7,611    67,000    11.4%
South Carolina Region   143    11,213    11,356    145,000    7.8%
Virginia Region       4,931    4,931    205,000    2.4%
Other       1,417    1,417    11,000    12.9%
         Total nonaccrual loans and troubled debt restructurings  $55,527    80,284    135,811   $2,437,000    5.6%
                          
Other Real Estate (1)                         
Eastern Region (NC)  $65,150    11,772    76,922           
Triangle Region (NC)       8,037    8,037           
Triad Region (NC)       8,028    8,028           
Charlotte Region (NC)       3,878    3,878           
Southern Piedmont Region (NC)       1,597    1,597           
Western Region (NC)   14,282        14,282           
South Carolina Region   103    3,027    3,130           
Virginia Region       499    499           
Other                      
         Total other real estate   79,535    36,838    116,373           
                          

 

(1)     The counties comprising each region are as follows:      
Eastern North Carolina Region - New Hanover, Brunswick, Duplin, Dare, Beaufort, Onslow, Carteret
Triangle North Carolina Region - Moore, Lee, Harnett, Chatham, Wake
Triad North Carolina Region - Montgomery, Randolph, Davidson, Rockingham, Guilford, Stanly
Southern Piedmont North Carolina Region - Anson, Richmond, Scotland, Robeson, Bladen, Columbus
Western North Carolina Region - Buncombe
South Carolina Region - Chesterfield, Dillon, Florence, Horry
Virginia Region - Wythe, Washington, Montgomery, Pulaski
Charlotte North Carolina Region - Iredell, Cabarrus, Rowan
 

 

Summary of Loan Loss Experience

 

The allowance for loan losses is created by direct charges to operations. Losses on loans are charged against the allowance in the period in which such loans, in management’s opinion, become uncollectible. The recoveries realized during the period are credited to this allowance.

 

We have no foreign loans, few agricultural loans and do not engage in significant lease financing or highly leveraged transactions. Commercial loans are diversified among a variety of industries. The majority of our real estate loans are primarily personal and commercial loans where real estate provides additional security for the loan. Collateral for virtually all of these loans is located within our principal market area.

 

The current economic environment has resulted in an increase in our classified and nonperforming assets, which has led to elevated provisions for loan losses. Our total provision for loan losses was $21.6 million for the first quarter of 2012 compared to $11.3 million in the first quarter of 2011. The total provision for loan losses is

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comprised of provisions for loan losses for non-covered loans and provisions for loan losses for covered loans, as discussed in the following paragraphs.

 

The provision for loan losses on non-covered loans amounted to $18.6 million in the first quarter of 2012 compared to $7.6 million in the first quarter of 2011. The increase resulted from refinements to our loan loss model and internal control changes that resulted in a realignment of departmental responsibilities for determining our allowance for loan losses.  As a result of the changes, an internal review of selected nonperforming loan relationships was conducted, which applied more conservative assumptions to estimate the probable losses.  We believe that the additional reserves established may lead to a more timely resolution of the related credits.

 

A part of the departmental realignment involved a reassignment of the responsibility for determining our allowance for loan loss amount at period end.  Concurrent with this change, we performed a new review of the Company’s nonperforming loans and significant classified lending relationships.  As a result of this review, approximately 30 loan relationships were identified in which additional provisions for loan losses were necessary when more conservative judgments were applied to the repayment assumptions associated with the borrowers.  The total additional provisions for losses associated with these borrowers was approximately $11 million.  The majority of the additional provision was concentrated in construction and land development real estate, commercial real estate, and residential real estate loan categories.  

  

For the three months ended March 31, 2012 and 2011, we recorded $3.0 million and $3.8 million in provisions for loan losses for covered loans, respectively. The lower provision for loan losses for covered loans in 2012 was due to a decline in covered nonperforming loans resulting from the resolution of these loans through a combination of charge-offs and foreclosures. Because of the FDIC loss-share agreements in place for these loans, the FDIC indemnification asset was adjusted upwards by recording noninterest income of $2.4 million and $3.0 million in the first quarter of 2012 and 2011, respectively, or 80% of the amount of the provisions.

 

For the first three months of 2012, we recorded $10.1 million in net charge-offs, compared to $18.0 million for the comparable period of 2011. The net charge-offs in 2012 included $2.4 million of covered loans and $7.7 million of non-covered loans, whereas in 2011 net charge-offs included $7.9 million of covered loans and $10.1 million of non-covered loans. The charge-offs in 2012 continue a trend that began in 2010, with charge-offs being concentrated in the construction and land development real estate categories. These types of loans have been impacted the most by the recession and decline in new housing.

 

The allowance for loan losses amounted to $52.8 million at March 31, 2012, compared to $41.4 million at December 31, 2011 and $42.8 million at March 31, 2011. At March 31, 2012, December 31, 2011, and March 31, 2011, the allowance for loan losses attributable to covered loans was $6.4 million, $5.8 million, and $7.0 million, respectively. The allowance for loan losses for non-covered loans amounted to $46.5 million, $35.6 million, and $35.8 million at March 31, 2012, December 31, 2011, and March 31, 2011, respectively. The increase in the allowance for losses at March 31, 2012 compared to prior periods is primarily due to the high provision for loan losses recorded in the first quarter of 2012 that was recorded as an addition to the allowance for loan losses without a corresponding increase in charge-offs.

 

We believe our reserve levels are adequate to cover probable loan losses on the loans outstanding as of each reporting date. It must be emphasized, however, that the determination of the reserve using our procedures and methods rests upon various judgments and assumptions about economic conditions and other factors affecting loans. No assurance can be given that we will not in any particular period sustain loan losses that are sizable in relation to the amounts reserved or that subsequent evaluations of the loan portfolio, in light of conditions and factors then prevailing, will not require significant changes in the allowance for loan losses or future charges to earnings. See “Critical Accounting Policies – Allowance for Loan Losses” above.

 

In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses and value of other real estate. Such agencies may require us to recognize adjustments to the allowance or the carrying value of other real estate based on their judgments about information available at the time of their examinations.

 

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For the periods indicated, the following table summarizes our balances of loans outstanding, average loans outstanding, changes in the allowance for loan losses arising from charge-offs and recoveries, additions to the allowance for loan losses that have been charged to expense, and additions that were recorded related to acquisitions.

 

 

   Three Months
Ended
March 31,
   Twelve Months
Ended
December 31,
   Three Months
Ended
March 31,
 
($ in thousands)  2012   2011   2011 
Loans outstanding at end of period  $2,436,624    2,430,386    2,486,210 
Average amount of loans outstanding  $2,430,893    2,461,995    2,502,011 
                
Allowance for loan losses, at beginning of year  $41,418    49,430    49,430 
Provision for loan losses   21,555    41,301    11,343 
    62,973    90,731    60,773 
Loans charged off:               
Commercial, financial, and agricultural   (911)   (2,358)   (1,609)
Real estate – construction, land development & other land loans   (3,702)   (25,604)   (8,264)
Real estate – mortgage – residential (1-4 family) first mortgages   (2,158)   (12,045)   (5,285)
Real estate – mortgage – home equity loans / lines of credit   (864)   (3,195)   (1,114)
Real estate – mortgage – commercial and other   (2,111)   (7,180)   (1,736)
Installment loans to individuals   (943)   (1,600)   (423)
      Total charge-offs   (10,689)   (51,982)   (18,431)
Recoveries of loans previously charged-off:               
Commercial, financial, and agricultural   18    314    13 
Real estate – construction, land development & other land loans   322    919    31 
Real estate – mortgage – residential (1-4 family) first mortgages   48    492    127 
Real estate – mortgage – home equity loans / lines of credit   48    375    84 
Real estate – mortgage – commercial and other   25    119    32 
Installment loans to individuals   82    450    146 
      Total recoveries   543    2,669    433 
           Net charge-offs   (10,146)   (49,313)   (17,998)
Allowance for loan losses, at end of period  $52,827    41,418    42,775 
                
Ratios:               
Net charge-offs as a percent of average loans   1.68%   2.00%   2.92%
Allowance for loan losses as a percent of loans at end of  period   2.17%   1.70%   1.72%

 

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The following table discloses the activity in the allowance for loan losses for the three months ended March 31, 2012, segregated into covered and non-covered.

 

   As of March 31, 2012 
($ in thousands)  Covered   Non-covered   Total 
             
Loans outstanding at end of period  $342,100    2,094,524    2,436,624 
Average amount of loans outstanding  $351,667    2,079,226    2,430,893 
                
Allowance for loan losses, at beginning of year  $5,808    35,610    41,418 
Provision for loan losses   2,998    18,557    21,555 
    8,806    54,167    62,973 
Loans charged off:               
Commercial, financial, and agricultural   (29)   (882)   (911)
Real estate – construction, land development & other land loans   (1,024)   (2,678)   (3,702)
Real estate – mortgage – residential (1-4 family) first mortgages   (694)   (1,464)   (2,158)
Real estate – mortgage – home equity loans / lines of credit   (89)   (775)   (864)
Real estate – mortgage – commercial and other   (453)   (1,658)   (2,111)
Installment loans to individuals   (145)   (798)   (943)
      Total charge-offs   (2,434)   (8,255)   (10,689)
                
Recoveries of loans previously charged-off:               
Commercial, financial, and agricultural       18    18 
Real estate – construction, land development & other land loans       322    322 
Real estate – mortgage – residential (1-4 family) first mortgages       48    48 
Real estate – mortgage – home equity loans / lines of credit       48    48 
Real estate – mortgage – commercial and other       25    25 
Installment loans to individuals       82    82 
      Total recoveries       543    543 
           Net charge-offs   (2,434)   (7,712)   (10,146)
Allowance for loan losses, at end of period  $6,372    46,455    52,827 
                

 

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The following table discloses the activity in the allowance for loan losses for the three months ended March 31, 2011, segregated into covered and non-covered.

 

   As of March 31, 2011 
($ in thousands)  Covered   Non-covered   Total 
             
Loans outstanding at end of period  $440,212    2,045,998    2,486,210 
Average amount of loans outstanding  $431,949    2,070,062    2,502,011 
                
Allowance for loan losses, at beginning of year  $11,155    38,275    49,430 
Provision for loan losses   3,773    7,570    11,343 
    14,928    45,845    60,773 
Loans charged off:               
Commercial, financial, and agricultural   (3)   (1,606)   (1,609)
Real estate – construction, land development & other land loans   (4,097)   (4,167)   (8,264)
Real estate – mortgage – residential (1-4 family) first mortgages   (2,704)   (2,581)   (5,285)
Real estate – mortgage – home equity loans / lines of credit   (199)   (915)   (1,114)
Real estate – mortgage – commercial and other   (869)   (867)   (1,736)
Installment loans to individuals   (54)   (369)   (423)
      Total charge-offs   (7,926)   (10,505)   (18,431)
                
Recoveries of loans previously charged-off:               
Commercial, financial, and agricultural       13    13 
Real estate – construction, land development & other land loans       31    31 
Real estate – mortgage – residential (1-4 family) first mortgages       127    127 
Real estate – mortgage – home equity loans / lines of credit       84    84 
Real estate – mortgage – commercial and other       32    32 
Installment loans to individuals       146    146 
      Total recoveries       433    433 
           Net charge-offs   (7,926)   (10,072)   (17,998)
Allowance for loan losses, at end of period  $7,002    35,773    42,775 

 

Based on the results of our loan analysis and grading program and our evaluation of the allowance for loan losses at March 31, 2012, there have been no material changes to the allocation of the allowance for loan losses among the various categories of loans since December 31, 2011.

 

Liquidity, Commitments, and Contingencies

 

Our liquidity is determined by our ability to convert assets to cash or acquire alternative sources of funds to meet the needs of our customers who are withdrawing or borrowing funds, and to maintain required reserve levels, pay expenses and operate the Company on an ongoing basis. Our primary liquidity sources are net income from operations, cash and due from banks, federal funds sold and other short-term investments. Our securities portfolio is comprised almost entirely of readily marketable securities, which could also be sold to provide cash.

 

In addition to internally generated liquidity sources, we have the ability to obtain borrowings from the following four sources - 1) an approximately $392 million line of credit with the Federal Home Loan Bank (of which $88 million was outstanding at March 31, 2012), 2) a $50 million overnight federal funds line of credit with a correspondent bank (none of which was outstanding at March 31, 2012), and 3) an approximately $92 million line of credit through the Federal Reserve Bank of Richmond’s discount window (none of which was outstanding at March 31, 2012). In addition to the outstanding borrowings from the FHLB that reduce the available borrowing capacity of that line of credit, our borrowing capacity was further reduced by $203 million at both March 31, 2012 and December 31, 2011, as a result of our pledging letters of credit for public deposits at each of those dates. Unused and available lines of credit amounted to $243 million at March 31, 2012 compared to $227 million at December 31, 2011.

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Our overall liquidity has increased since March 31, 2011. Our loans have decreased $47 million, while our deposits have only decreased by $13 million. As a result, our liquid assets (cash and securities) as a percentage of our total deposits and borrowings increased from 16.7% at March 31, 2011 to 17.2% at March 31, 2012.

 

We believe our liquidity sources, including unused lines of credit, are at an acceptable level and remain adequate to meet our operating needs in the foreseeable future. We will continue to monitor our liquidity position carefully and will explore and implement strategies to increase liquidity if deemed appropriate.

 

The amount and timing of our contractual obligations and commercial commitments has not changed materially since December 31, 2011, detail of which is presented in Table 18 on page 80 of our 2011 Annual Report on Form 10-K.

 

We are not involved in any legal proceedings that, in our opinion, could have a material effect on our consolidated financial position.

 

Off-Balance Sheet Arrangements and Derivative Financial Instruments

 

Off-balance sheet arrangements include transactions, agreements, or other contractual arrangements pursuant to which we have obligations or provide guarantees on behalf of an unconsolidated entity. We have no off-balance sheet arrangements of this kind other than letters of credit and repayment guarantees associated with our trust preferred securities.

 

Derivative financial instruments include futures, forwards, interest rate swaps, options contracts, and other financial instruments with similar characteristics. We have not engaged in derivative activities through March 31, 2012, and have no current plans to do so.

 

Capital Resources

 

We are regulated by the Board of Governors of the Federal Reserve Board (FED) and are subject to the securities registration and public reporting regulations of the Securities and Exchange Commission. Our banking subsidiary is regulated by the Federal Deposit Insurance Corporation (FDIC) and the North Carolina Office of the Commissioner of Banks. We are not aware of any recommendations of regulatory authorities or otherwise which, if they were to be implemented, would have a material effect on our liquidity, capital resources, or operations.

 

We must comply with regulatory capital requirements established by the FED and FDIC. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. These capital standards require us to maintain minimum ratios of “Tier 1” capital to total risk-weighted assets and total capital to risk-weighted assets of 4.00% and 8.00%, respectively. Tier 1 capital is comprised of total shareholders’ equity calculated in accordance with generally accepted accounting principles, excluding accumulated other comprehensive income (loss), less intangible assets, and total capital is comprised of Tier 1 capital plus certain adjustments, the largest of which is our allowance for loan losses. Risk-weighted assets refer to our on- and off-balance sheet exposures, adjusted for their related risk levels using formulas set forth in FED and FDIC regulations.

 

In addition to the risk-based capital requirements described above, we are subject to a leverage capital requirement, which calls for a minimum ratio of Tier 1 capital (as defined above) to quarterly average total assets of 3.00% to 5.00%, depending upon the institution’s composite ratings as determined by its regulators. The FED has not advised us of any requirement specifically applicable to us.

 

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At March 31, 2012, our capital ratios exceeded the regulatory minimum ratios discussed above. The following table presents our capital ratios and the regulatory minimums discussed above for the periods indicated.

 

   March 31,
2012
   December 31,
2011
   March 31,
2011
 
Risk-based capital ratios:               
  Tier I capital to Tier I risk adjusted assets   15.07%   15.46%   15.50%
  Minimum required Tier I capital   4.00%   4.00%   4.00%
                
Total risk-based capital to Tier II risk-adjusted assets   16.34%   16.72%   16.76%
  Minimum required total risk-based capital   8.00%   8.00%   8.00%
                
Leverage capital ratios:               
Tier I leverage capital to adjusted most recent quarter average assets   9.97%   10.21%   10.04%
  Minimum required Tier I leverage capital   4.00%   4.00%   4.00%

 

Our bank subsidiary is also subject to capital requirements similar to those discussed above. The bank subsidiary’s capital ratios do not vary materially from our capital ratios presented above. At March 31, 2012, our bank subsidiary exceeded the minimum ratios established by the FED and FDIC.

 

In addition to regulatory capital ratios, we also closely monitor our ratio of tangible common equity to tangible assets (“TCE Ratio”). Our TCE ratio was 6.29% at March 31, 2012 compared to 6.58% at December 31, 2011 and 6.42% at March 31, 2011.

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BUSINESS DEVELOPMENT MATTERS

 

The following is a list of business development and other miscellaneous matters affecting First Bancorp and First Bank, our bank subsidiary.

 

·On April 30, 2012, First Bank entered into an agreement to assume all of the deposits and acquire certain loans of the Gateway Bank & Trust Co. branch located in Wilmington, North Carolina. The acquired assets will be transferred to one of our existing branches that is located nearby. The transaction is subject to regulatory approval and is expected to occur in the third quarter of 2012.

 

·On March 5, 2012, the Kill Devil Hills, North Carolina branch located at 2007 S. Croatan Highway re-opened after extensive renovations.

 

·We expect to open our new branch in Salem, Virginia in July 2012. This branch will represent our 7th branch in southwestern Virginia.

 

·We are relocating our Biscoe, North Carolina branch and expect completion of the new building in the fall of 2012.

 

·We expect to complete the relocation of our branch in Fort Chiswell, Virginia in October 2012.

 

·On October 24, 2011, the Company reported that it had reached an agreement to purchase eleven coastal branches from Waccamaw Bank, headquartered in Whiteville, North Carolina. The application for regulatory approval for this transaction has been submitted and is pending.

 

·On March 9, 2012, the Company announced a quarterly cash dividend of $0.08 cents per share payable on April 25, 2012 to shareholders of record on March 31, 2012. This is the same dividend rate as the Company declared in the first quarter of 2011.

 

 

SHARE REPURCHASES

 

We repurchased 148 shares of our common stock during the first three months of 2012 in two private transactions. At March 31, 2012, we had approximately 214,000 shares available for repurchase under existing authority from our board of directors. We may repurchase these shares in open market and privately negotiated transactions, as market conditions and our liquidity warrants, subject to compliance with applicable regulations. See also Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds.”

 

 

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Item 3 – Quantitative and Qualitative Disclosures About Market Risk

 

INTEREST RATE RISK (INCLUDING QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK)

 

Net interest income is our most significant component of earnings. Notwithstanding changes in volumes of loans and deposits, our level of net interest income is continually at risk due to the effect that changes in general market interest rate trends have on interest yields earned and paid with respect to our various categories of earning assets and interest-bearing liabilities. It is our policy to maintain portfolios of earning assets and interest-bearing liabilities with maturities and repricing opportunities that will afford protection, to the extent practical, against wide interest rate fluctuations. Our exposure to interest rate risk is analyzed on a regular basis by management using standard GAP reports, maturity reports, and an asset/liability software model that simulates future levels of interest income and expense based on current interest rates, expected future interest rates, and various intervals of “shock” interest rates. Over the years, we have been able to maintain a fairly consistent yield on average earning assets (net interest margin). Over the past five calendar years, our net interest margin has ranged from a low of 3.74% (realized in 2008) to a high of 4.72% (realized in 2011). During that five year period, the prime rate of interest has ranged from a low of 3.25% (which was the rate as of March 31, 2012) to a high of 8.25%. The consistency of the net interest margin is aided by the relatively low level of long-term interest rate exposure that we maintain. At March 31, 2012, approximately 80% of our interest-earning assets are subject to repricing within five years (because they are either adjustable rate assets or they are fixed rate assets that mature) and substantially all of our interest-bearing liabilities reprice within five years.

 

Using stated maturities for all fixed rate instruments except mortgage-backed securities (which are allocated in the periods of their expected payback) and securities and borrowings with call features that are expected to be called (which are shown in the period of their expected call), at March 31, 2012, we had approximately $636 million more in interest-bearing liabilities that are subject to interest rate changes within one year than earning assets. This generally would indicate that net interest income would experience downward pressure in a rising interest rate environment and would benefit from a declining interest rate environment. However, this method of analyzing interest sensitivity only measures the magnitude of the timing differences and does not address earnings, market value, or management actions. Also, interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. In addition to the effects of “when” various rate-sensitive products reprice, market rate changes may not result in uniform changes in rates among all products. For example, included in interest-bearing liabilities subject to interest rate changes within one year at March 31, 2012 are deposits totaling $1.1 billion comprised of checking, savings, and certain types of money market deposits with interest rates set by management. These types of deposits historically have not repriced with, or in the same proportion, as general market indicators.

 

Overall we believe that in the near term (twelve months), net interest income will not likely experience significant downward pressure from rising interest rates. Similarly, we would not expect a significant increase in near term net interest income from falling interest rates. Generally, when rates change, our interest-sensitive assets that are subject to adjustment reprice immediately at the full amount of the change, while our interest-sensitive liabilities that are subject to adjustment reprice at a lag to the rate change and typically not to the full extent of the rate change. In the short-term (less than six months), this results in us being asset-sensitive, meaning that our net interest income benefits from an increase in interest rates and is negatively impacted by a decrease in interest rates. However, in the twelve-month horizon, the impact of having a higher level of interest-sensitive liabilities lessens the short-term effects of changes in interest rates.

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The Federal Reserve has made no changes to interest rates since 2008, and since that time the difference between market driven short-term interest rates and longer-term interest rates has generally widened, with short-term interest rates steadily declining and longer term interest rates not declining by as much. The higher long term interest rate environment enhanced our ability to require higher interest rates on loans. As it relates to funding, we have been able to reprice many of our maturing time deposits at lower interest rates. We were also able to generally decrease the rates we paid on other categories of deposits as a result of declining short-term interest rates in the marketplace and an increase in liquidity that lessened our need to offer premium interest rates.

 

As previously discussed in the section “Net Interest Income,” our net interest income was impacted by certain purchase accounting adjustments related primarily to our acquisitions of Cooperative Bank and The Bank of Asheville. The purchase accounting adjustments related to the premium amortization on loans, deposits and borrowings are based on amortization schedules and are thus systematic and predictable. The accretion of the loan discount on loans acquired from Cooperative Bank and The Bank of Asheville, which amounted to $2.6 million and $2.5 million in the first quarters of 2012 and 2011, respectively, is less predictable and could be materially different among periods. This is because of the magnitude of the discounts that were initially recorded ($280 million in total) and the fact that the accretion being recorded is dependent on both the credit quality of the acquired loans and the impact of any accelerated loan repayments, including payoffs. If the credit quality of the loans declines, some, or all, of the remaining discount will cease to be accreted into income. If the underlying loans experience accelerated paydowns or are paid off, the remaining discount will be accreted into income on an accelerated basis, which in the event of total payoff will result in the remaining discount being entirely accreted into income in the period of the payoff. Each of these factors is difficult to predict and susceptible to volatility.

 

Based on our most recent interest rate modeling, which assumes no changes in interest rates for 2012 (federal funds rate = 0.25%, prime = 3.25%), we project that our net interest margin for the remainder of 2012 will remain relatively consistent with the net interest margins recently realized. With interest rates having been stable for a relatively long period of time, most of our interest-sensitive assets and interest-sensitive liabilities have been repriced at today’s interest rates.

 

We have no market risk sensitive instruments held for trading purposes, nor do we maintain any foreign currency positions.

 

See additional discussion regarding net interest income, as well as discussion of the changes in the annual net interest margin in the section entitled “Net Interest Income” above.

 

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Item 4 – Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, which are our controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports with the SEC is recorded, processed, summarized and reported within the required time periods.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is communicated to our management to allow timely decisions regarding required disclosure.  Based on the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in allowing timely decisions regarding disclosure to be made about material information required to be included in our periodic reports with the SEC. In addition, no change in our internal control over financial reporting has occurred during, or subsequent to, the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except that we realigned departmental responsibilities for determining our allowance for loan losses, as discussed in “Results of Operations - Components of Earnings” in Item 2 above.

 

 

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Part II. Other Information

 

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities
Period  Total Number of
Shares
Purchased (2)
   Average Price
Paid per Share
   Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs (1)
  Maximum Number of
Shares that May Yet Be
Purchased Under the
Plans or Programs (1)
 
January 1, 2012 to January 31, 2012             214,389 
February 1, 2012 to February 29, 2012 (3)   28    11.66      214,361 
March 1, 2012 to March 31, 2012 (3)   120    10.79      214,241 
Total   148    10.95      214,241 

 

Footnotes to the Above Table

(1)All shares available for repurchase are pursuant to publicly announced share repurchase authorizations. On July 30, 2004, the Company announced that its board of directors had approved the repurchase of 375,000 shares of the Company’s common stock. The repurchase authorization does not have an expiration date. There are no plans or programs the Company has determined to terminate prior to expiration, or under which we do not intend to make further purchases.

 

(2)The table above does not include shares that were used by option holders to satisfy the exercise price of the call options issued by the Company to its employees and directors pursuant to the Company’s stock option plans. There were no such exercises during the three months ended March 31, 2012.

 

(3)The repurchases during February and March 2012 relate to shares of stock that the Company repurchased in private transactions.

 

There were no unregistered sales of our securities during the three months ended March 31, 2012.

 

 

Item 6 - Exhibits

 

The following exhibits are filed with this report or, as noted, are incorporated by reference. Management contracts, compensatory plans and arrangements are marked with an asterisk (*).

 

3.aArticles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1.b to the Company’s Registration Statement on Form S-3D filed on June 29, 2010, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and are incorporated herein by reference.

 

3.bAmended and Restated Bylaws of the Company were filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 23, 2009, and are incorporated herein by reference.

 

4.aForm of Common Stock Certificate was filed as Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, and is incorporated herein by reference.
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4.bForm of Certificate for Series A Preferred Stock was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and is incorporated herein by reference.

 

4.cWarrant for Purchase of Shares of Common Stock was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and is incorporated herein by reference.

 

4.dForm of Certificate for Series B Preferred Stock was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and is incorporated herein by reference.

 

12Computation of Ratio of Earnings to Fixed Charges.
31.1Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

 

31.2Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

 

32.1Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. (1)

 

 

Copies of exhibits are available upon written request to: First Bancorp, Anna G. Hollers, Executive Vice President, P.O. Box 508, Troy, NC 27371

 

 

 

 

(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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SIGNATURES

 

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 BANCORP
     
     
  May 10, 2012 BY:/s/  Jerry L. Ocheltree          
            Jerry L. Ocheltree
                   President
    (Principal Executive Officer),
       Treasurer and Director
     
     
  May 10, 2012 BY:/s/ Anna G. Hollers              
            Anna G. Hollers
      Executive Vice President,
                  Secretary
     and Chief Operating Officer
     
     
  May 10, 2012 BY:/s/ Eric P. Credle                   
               Eric P. Credle
      Executive Vice President
      and Chief Financial Officer

 

 

 

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