Annual Statements Open main menu

FIRST BANCORP /NC/ - Quarter Report: 2014 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, 2014

 

 

 

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)
     
300 SW Broad St., Southern Pines, North Carolina   28387
(Address of Principal Executive Offices)   (Zip Code)
     
(Registrant's telephone number, including area code)   (910)   246-2500

 

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     ¨ 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     ¨ 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     ý Accelerated Filer     ¨ Non-Accelerated Filer     ¨ Smaller Reporting Company

 

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

 

The number of shares of the registrant's Common Stock outstanding on April 30, 2014 was 19,695,316.

 

 

 
 

INDEX

FIRST BANCORP AND SUBSIDIARIES

 

 

  Page
   
Part I.  Financial Information  
   
Item 1 - Financial Statements  
   
Consolidated Balance Sheets - March 31, 2014 and March 31, 2013  (With Comparative Amounts at December 31, 2013) 4
   
Consolidated Statements of Income - For the Periods Ended March 31, 2014 and 2013 5
   
Consolidated Statements of Comprehensive Income - For the Periods Ended March 31, 2014 and 2013 6
   
Consolidated Statements of Shareholders’ Equity - For the Periods Ended March 31, 2014 and 2013 7
   
Consolidated Statements of Cash Flows - For the Periods Ended March 31, 2014 and 2013 8
   
Notes to Consolidated Financial Statements 9
   
Item 2 – Management’s Discussion and Analysis of Consolidated Results of Operations and Financial Condition 39
   
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 65
   
Signatures 66

 

 

 Page 2
Index

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. Further, forward-looking statements are intended to speak only as of the date made. 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 2013 Annual Report on Form 10-K.

 Page 3
Index

 

Part I. Financial Information

Item 1 - Financial Statements

First Bancorp and Subsidiaries

Consolidated Balance Sheets

 

 

($ in thousands-unaudited)

  March 31,
2014
   December 31,
2013 (audited)
   March 31,
2013
 
ASSETS               
Cash and due from banks, noninterest-bearing  $219,779    83,881    73,205 
Due from banks, interest-bearing   163,489    136,644    242,890 
Federal funds sold   821    2,749    249 
     Total cash and cash equivalents   384,089    223,274    316,344 
                
Securities available for sale   180,190    173,041    170,214 
Securities held to maturity (fair values of $57,192, $56,700, and $60,758)   53,937    53,995    55,649 
                
Presold mortgages in process of settlement   4,587    5,422    4,584 
                
Loans – non-covered   2,256,726    2,252,885    2,132,683 
Loans – covered by FDIC loss share agreement   190,551    210,309    263,468 
   Total loans   2,447,277    2,463,194    2,396,151 
Allowance for loan losses – non-covered   (44,706)   (44,263)   (44,761)
Allowance for loan losses – covered   (3,421)   (4,242)   (5,028)
   Total allowance for loan losses   (48,127)   (48,505)   (49,789)
   Net loans   2,399,150    2,414,689    2,346,362 
                
Premises and equipment   76,970    77,448    77,823 
Accrued interest receivable   8,990    9,649    9,737 
FDIC indemnification asset   35,504    48,622    100,594 
Goodwill   65,835    65,835    65,835 
Other intangible assets   2,640    2,834    3,495 
Foreclosed real estate – non-covered   11,740    12,251    20,115 
Foreclosed real estate – covered   19,504    24,497    30,156 
Bank-owned life insurance   44,367    44,040    28,065 
Other assets   27,320    29,473    51,972 
        Total assets  $3,314,823    3,185,070    3,280,945 
                
LIABILITIES               
Deposits:   Noninterest bearing checking accounts  $511,612    482,650    429,202 
Interest bearing checking accounts   550,702    557,413    539,270 
Money market accounts   557,346    551,335    575,766 
Savings accounts   177,744    169,023    166,510 
Time deposits of $100,000 or more   584,481    564,527    649,714 
Other time deposits   404,839    426,071    497,105 
     Total deposits   2,786,724    2,751,019    2,857,567 
Borrowings   136,394    46,394    46,394 
Accrued interest payable   758    879    1,118 
Other liabilities   14,860    14,856    18,634 
     Total liabilities   2,938,736    2,813,148    2,923,713 
                
Commitments and contingencies               
                
SHAREHOLDERS’ EQUITY               
Preferred stock, no par value per share.  Authorized: 5,000,000 shares               
     Series B issued & outstanding:  63,500, 63,500, and 63,500 shares   63,500    63,500    63,500 
     Series C, convertible, issued & outstanding:  728,706, 728,706, and 728,706 shares   7,287    7,287    7,287 
Common stock, no par value per share.  Authorized: 40,000,000 shares               
     Issued & outstanding:  19,695,316, 19,679,659, and 19,669,302 shares   132,215    132,099    131,896 
Retained earnings   171,021    167,136    154,911 
Accumulated other comprehensive income (loss)   2,064    1,900    (362)
     Total shareholders’ equity   376,087    371,922    357,232 
          Total liabilities and shareholders’ equity  $3,314,823    3,185,070    3,280,945 

 

See accompanying notes to consolidated financial statements.

 Page 4
Index

First Bancorp and Subsidiaries

Consolidated Statements of Income

 

($ in thousands, except share data-unaudited)  Three Months Ended
March 31,
 
   2014   2013 
INTEREST INCOME          
Interest and fees on loans  $36,086    33,551 
Interest on investment securities:          
     Taxable interest income   1,001    905 
     Tax-exempt interest income   470    479 
Other, principally overnight investments   119    154 
     Total interest income   37,676    35,089 
           
INTEREST EXPENSE          
Savings, checking and money market accounts   252    510 
Time deposits of $100,000 or more   1,183    1,613 
Other time deposits   456    789 
Borrowings   250    256 
     Total interest expense   2,141    3,168 
           
Net interest income   35,535    31,921 
Provision for loan losses – non-covered   3,365    5,771 
Provision for loan losses – covered   210    5,378 
Total provision for loan losses   3,575    11,149 
Net interest income after provision for loan losses   31,960    20,772 
           
NONINTEREST INCOME          
Service charges on deposit accounts   3,573    2,935 
Other service charges, commissions and fees   2,367    2,175 
Fees from presold mortgage loans   607    747 
Commissions from sales of insurance and financial products   594    399 
Bank-owned life insurance income   327    208 
Foreclosed property gains (losses) – non-covered   (156)   758 
Foreclosed property gains (losses) – covered   (2,117)   (4,616)
FDIC indemnification asset income (expense), net   (4,916)   4,897 
Other gains (losses)   19    (395)
     Total noninterest income   298    7,108 
           
NONINTEREST EXPENSES          
Salaries   11,648    10,677 
Employee benefits   2,311    2,627 
   Total personnel expense   13,959    13,304 
Net occupancy expense   1,880    1,674 
Equipment related expenses   928    1,088 
Intangibles amortization   194    199 
Other operating expenses   6,590    6,959 
     Total noninterest expenses   23,551    23,224 
           
Income before income taxes   8,707    4,656 
Income tax expense   3,031    1,556 
           
Net income   5,676    3,100 
           
Preferred stock dividends   (217)   (245)
           
Net income available to common shareholders  $5,459    2,855 
           
Earnings per common share:          
     Basic  $0.28    0.15 
     Diluted   0.27    0.14 
           
Dividends declared per common share  $0.08    0.08 
           
Weighted average common shares outstanding:          
     Basic   19,688,183    19,669,302 
     Diluted   20,424,475    20,409,760 

 

See accompanying notes to consolidated financial statements.

 Page 5
Index

First Bancorp and Subsidiaries

Consolidated Statements of Comprehensive Income

 

 

   Three Months Ended
March 31,
 
($ in thousands-unaudited)  2014   2013 
         
Net income  $5,676    3,100 
Other comprehensive income (loss):          
   Unrealized gains (losses) on securities available for sale:          
Unrealized holding gains (losses) arising during the period, pretax   303    (308)
      Tax (expense) benefit   (118)   120 
Postretirement Plans:          
Amortization of unrecognized net actuarial (gain) loss   (54)   3 
       Tax expense (benefit)   33    (1)
Other comprehensive income (loss)   164    (186)
 
Comprehensive income
  $5,840    2,914 
           

 

See accompanying notes to consolidated financial statements.

 Page 6
Index

 

First Bancorp and Subsidiaries

Consolidated Statements of Shareholders’ Equity

 

(In thousands, except per share - unaudited)  Preferred   Common Stock   Retained   Accumulated
Other
Comprehensive
   Total
Share-
holders’
 
   Stock   Shares   Amount   Earnings   Income (Loss)   Equity 
                         
Balances, January 1, 2013  $70,787    19,669   $131,877    153,629    (176)   356,117 
                               
Net income                  3,100         3,100 
Cash dividends declared ($0.08 per common share)                  (1,573)        (1,573)
Preferred dividends                  (245)        (245)
Stock-based compensation            19              19 
Other comprehensive income (loss)                       (186)   (186)
                               
Balances, March 31, 2013  $70,787    19,669   $131,896    154,911    (362)   357,232 
                               
                               
Balances, January 1, 2014  $70,787    19,680   $132,099    167,136    1,900    371,922 
                               
Net income                  5,676         5,676 
Cash dividends declared ($0.08 per common share)                  (1,574)        (1,574)
Preferred dividends                  (217)        (217)
Stock-based compensation        15    116              116 
Other comprehensive income (loss)                       164    164 
                               
Balances, March 31, 2014  $70,787    19,695   $132,215    171,021    2,064    376,087 
                               

 

See accompanying notes to consolidated financial statements.

 

 Page 7
Index

First Bancorp and Subsidiaries

Consolidated Statements of Cash Flows

 

   Three Months Ended
March 31,
 
($ in thousands-unaudited)  2014   2013 
Cash Flows From Operating Activities          
Net income  $5,676    3,100 
Reconciliation of net income  to net cash provided by operating activities:          
     Provision for loan losses   3,575    11,149 
     Net security premium amortization   493    620 
     Purchase accounting accretion and amortization, net   (6,362)   (3,551)
     Foreclosed property losses and write-downs, net   2,273    3,858 
     Other losses (gains)   (19)   395 
     Decrease in net deferred loan costs   169    1 
     Depreciation of premises and equipment   1,157    1,121 
     Stock-based compensation expense   23    19 
     Amortization of intangible assets   194    199 
     Origination of presold mortgages in process of settlement   (19,110)   (26,675)
     Proceeds from sales of presold mortgages in process of settlement   20,073    30,581 
     Decrease in accrued interest receivable   659    464 
     Decrease (increase) in other assets   5,469    (3,233)
     Decrease in accrued interest payable   (121)   (208)
     Increase (decrease) in other liabilities   43    (816)
          Net cash provided by operating activities   14,192    17,024 
           
Cash Flows From Investing Activities          
     Purchases of securities available for sale   (13,474)   (13,084)
     Proceeds from maturities/issuer calls of securities available for sale   6,194    9,359 
     Proceeds from maturities/issuer calls of securities held to maturity       350 
     Net decrease (increase) in loans   13,646    (13,713)
     Proceeds from FDIC loss share agreements   9,384    6,899 
     Proceeds from sales of foreclosed real estate   7,739    25,669 
     Purchases of premises and equipment   (783)   (3,152)
     Proceeds from loans held for sale       30,393 
     Net cash received in acquisition   

    38,315 
          Net cash provided by investing activities   22,706    81,036 
           
Cash Flows From Financing Activities          
     Net increase (decrease) in deposits   35,708    (21,118)
     Net increase in borrowings   90,000     
     Cash dividends paid – common stock   (1,574)   (1,573)
     Cash dividends paid – preferred stock   (217)   (532)
          Net cash provided (used) by financing activities   123,917    (23,223)
           
Increase in cash and cash equivalents   160,815    74,837 
Cash and cash equivalents, beginning of period   223,274    241,507 
           
Cash and cash equivalents, end of period  $384,089    316,344 
           
Supplemental Disclosures of Cash Flow Information:          
Cash paid during the period for:          
     Interest  $2,262    3,322 
     Income taxes        
Non-cash transactions:          
     Unrealized gain (loss) on securities available for sale, net of taxes   185    (188)
     Foreclosed loans transferred to other real estate   4,508    3,354 

 

See accompanying notes to consolidated financial statements.

 Page 8
Index

 

First Bancorp and Subsidiaries

Notes to Consolidated Financial Statements

 

(unaudited) For the Periods Ended March 31, 2014 and 2013  

 

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, 2014 and 2013 and the consolidated results of operations and consolidated cash flows for the periods ended March 31, 2014 and 2013. All such adjustments were of a normal, recurring nature. Reference is made to the 2013 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, 2014 and 2013 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 2013 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. The following paragraphs update that information as necessary.

 

In July 2013, the FASB issued guidance to eliminate the diversity in practice regarding presentation of unrecognized tax benefits in the statement of financial position. Under the clarified guidance, an unrecognized tax benefit, or a portion of an unrecognized tax benefit, will be presented in the financial statements as a reduction to a deferred tax asset unless certain criteria are met. The requirements should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The amendments became effective for the Company for reporting periods beginning after December 15, 2013 and did not have a material effect on its financial statements.

 

In January 2014, the FASB amended the Investments—Equity Method and Joint Ventures topic to address accounting for investments in qualified affordable housing projects. If certain conditions are met, the amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects by amortizing the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizing the net investment performance in the income statement as a component of income tax expense (benefit). If those conditions are not met, the investment should be accounted for as an equity method investment or a cost method investment in accordance with existing accounting guidance. The amendments will be effective for the Company for interim and annual reporting periods beginning after December 15, 2014 and should be applied retrospectively for all periods presented. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

 

In January 2014, the FASB amended the Receivables – Troubled Debt Restructurings by Creditors subtopic to address the reclassification of consumer mortgage loans collateralized by residential real estate upon foreclosure. The amendments clarify the criteria for concluding that an in substance repossession or foreclosure has occurred, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan. The amendments will be effective for the Company for interim and annual reporting periods beginning after December 15, 2014. Companies are allowed to use either a modified retrospective transition method or a prospective transition method when adopting this update. Early adoption is permitted. The Company does not expect these amendments to have a material effect on its financial statements.

 

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

 

Note 3 – Reclassifications

 

Certain amounts reported in the period ended March 31, 2013 have been reclassified to conform to the presentation for March 31, 2014. These reclassifications had no effect on net income or shareholders’ equity for the periods presented, nor did they materially impact trends in financial information.

 Page 9
Index

Note 4 – Equity-Based Compensation Plans

 

At March 31, 2014, the Company had the following equity-based compensation plans: the First Bancorp 2007 Equity Plan, the First Bancorp 2004 Stock Option Plan, and the First Bancorp 1994 Stock Option Plan. The Company’s shareholders approved all equity-based compensation plans. The First Bancorp 2007 Equity Plan became effective upon the approval of shareholders on May 2, 2007. As of March 31, 2014, 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 $16,000 to each non-employee director (currently 12 in total) 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.

 

Pursuant to an employment agreement, the Company granted the chief executive officer 75,000 non-qualified stock options and 40,000 shares of restricted stock during the third quarter of 2012. The option award and the restricted stock award will vest in full on December 31, 2014 and December 31, 2015, respectively, if the Company achieves certain earnings targets for those years, and will be forfeited if the applicable targets are not achieved. Compensation expense for this grant will be recorded over the various periods based on the estimated number of options and restricted stock that are probable to vest. If the awards do not vest, no compensation cost will be recognized and any previously recognized compensation cost will be reversed. Based on current conditions, the Company has concluded that it is not probable that these awards will vest, and thus no compensation expense has been recorded.

 

Based on the Company’s performance in 2013, the Company granted long-term restricted shares of common stock to the chief executive officer on February 11, 2014 with a two year minimum vesting period. The total compensation expense associated with this grant was $278,200 and the grant will fully vest on January 1, 2016. One third of this value was expensed during 2013. The Company recorded $23,200 in compensation expense during the three months ended March 31, 2014 and expects to record $23,200 in compensation expense each quarter thereafter until the award vests.

 

The Company granted long-term restricted shares of common stock to certain senior executives on February 23, 2012 with a two year minimum vesting period. The total compensation expense associated with this grant was $58,900 and the grant fully vested on February 23, 2014. The Company recorded $600 and $11,200 in compensation expense related to this grant during the three months ended March, 31, 2014 and 2013, respectively.

 

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, 2014, there were 463,102 options outstanding related to the three First Bancorp plans, with exercise prices ranging from $9.76 to $22.12. At March 31, 2014, there were 745,881 shares remaining available for grant under the First Bancorp 2007 Equity Plan.

 

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.

 Page 10
Index

The Company’s equity grants for the three months ended March 31, 2014 were the issuance of 15,657 shares of long-term restricted stock to the chief executive officer on February 11, 2014, at a fair market value of $17.77 per share, which was the closing price of the Company’s common stock on that date.

 

The Company had no equity grants for the three months ended March 31, 2013.

 

The Company recorded total stock-based compensation expense of $23,800 and $19,200 for the three-month periods ended March 31, 2014 and 2013, 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 $9,300 and $7,500 of income tax benefits related to stock based compensation expense in the income statement for the three months ended March 31, 2014 and 2013, 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 2014 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 January 1, 2014   463,102   $17.95           
                     
   Granted                  
   Exercised                  
   Forfeited                  
   Expired                  
                     
Outstanding at March 31, 2014   463,102   $17.95    2.8   $1,091,000 
                     
Exercisable at March 31, 2014   388,102   $19.54    1.8   $391,000 

 

The Company did not have any stock option exercises during the three months ended March 31, 2014 or 2013. The Company recorded no tax benefits from the exercise of nonqualified stock options during the three months ended March 31, 2014 or 2013.

 Page 11
Index

The following table presents information regarding the activity the first three months of 2014 related to the Company’s outstanding restricted stock:

 

   Long-Term Restricted Stock 
   Number of Units   Weighted-Average
Grant-Date Fair Value
 
           
Nonvested at January 1, 2014   45,374   $9.90 
           
Granted during the period   15,657    17.77 
Vested during the period   (5,374)   14.54 
Forfeited or expired during the period        
           
Nonvested at March 31, 2014   55,657   $12.01 

 

Note 5 – Earnings Per Common Share

 

Basic Earnings Per Common Share is calculated by dividing net income 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 stock option grants under the Company’s equity-based compensation plans and the Company’s Series C Preferred Stock, which is convertible into common stock on a one-for-one ratio.

 

In computing Diluted Earnings Per Common Share, adjustments are made to the computation of Basic Earnings Per Common shares, as follows. As it relates to stock options, it is assumed that all dilutive stock options are exercised during the reporting period at their respective exercise prices, with the proceeds from the exercises used by the Company to buy back stock in the open market at the average market price in effect during the reporting period. The difference between the number of shares assumed to be exercised and the number of shares bought back is included in the calculation of dilutive securities. As it relates to the Series C Preferred Stock, it is assumed that the preferred stock was converted to common stock during the reporting period. Dividends on the preferred stock are added back to net income and the shares assumed to be converted are included in the number of shares outstanding.

 

If any of the potentially dilutive common stock issuances have an anti-dilutive effect, which is the case when a net loss is reported, the potentially dilutive common stock issuance is disregarded.

 

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, 
   2014   2013 
($ 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 available to
   common shareholders
  $5,459    19,688,183   $0.28   $2,855    19,669,302   $0.15 
                               
Effect of Dilutive Securities   58    736,292         58    740,458      
                               
Diluted EPS per common share  $5,517    20,424,475   $0.27   $2,913    20,409,760   $0.14 


For the three months ended March 31, 2014, there were 255,229 options that were antidilutive because the exercise price exceeded the average market price for the period, and thus are not included in the calculation to determine the effect of dilutive securities. Also, for the three months ended March 31, 2014, the Company excluded 75,000 options that had an exercise price below the average market price for the period, but had performance vesting requirements that the Company has concluded are not probable to vest. For the three months ended March 31, 2013, there were 351,863 options that were antidilutive because the exercise price exceeded the average market price for the period, and thus are not included in the calculation to determine the effect of dilutive securities.

 Page 12
Index

Note 6 – Securities

 

The book values and approximate fair values of investment securities at March 31, 2014 and December 31, 2013 are summarized as follows:

 

   March 31, 2014   December 31, 2013 
   Amortized   Fair   Unrealized   Amortized   Fair   Unrealized 
($ in thousands)  Cost   Value   Gains   (Losses)   Cost   Value   Gains   (Losses) 
                                 
Securities available for sale:                                        
  Government-sponsored enterprise securities  $22,435    22,296    34    (173)   18,432    18,245    32    (219)
  Mortgage-backed securities   149,366    148,081    1,277    (2,562)   148,646    147,187    1,415    (2,874)
  Corporate bonds   3,999    3,675    36    (360)   3,999    3,598    44    (445)
  Equity securities   6,107    6,138    43    (12)   3,984    4,011    40    (13)
Total available for sale  $181,907    180,190    1,390    (3,107)   175,061    173,041    1,531    (3,551)
                                         
Securities held to maturity:                                        
  State and local governments  $53,937    57,192    3,255        53,995    56,700    2,709    (4)

 

Included in mortgage-backed securities at March 31, 2014 were collateralized mortgage obligations with an amortized cost of $174,000 and a fair value of $180,000. Included in mortgage-backed securities at December 31, 2013 were collateralized mortgage obligations with an amortized cost of $192,000 and a fair value of $200,000. 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 $6,016,000 at March 31, 2014 and $3,894,000 at December 31, 2013, 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. Periodically the FHLB recalculates the Company’s required level of holdings, and the Company either buys more stock or the FHLB redeems a portion of the stock at cost.

 

The following table presents information regarding securities with unrealized losses at March 31, 2014:

 

 

($ 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  $12,262    173            12,262    173 
Mortgage-backed securities   62,049    1,175    24,496    1,387    86,545    2,562 
Corporate bonds           640    360    640    360 
Equity securities           22    12    22    12 
State and local governments                        
      Total temporarily impaired securities  $74,311    1,348    25,158    1,759    99,469    3,107 

 

The following table presents information regarding securities with unrealized losses at December 31, 2013:

 

 

($ 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  $12,212    219            12,212    219 
Mortgage-backed securities   64,937    1,675    17,979    1,199    82,916    2,874 
Corporate bonds           555    445    555    445 
Equity securities           22    13    22    13 
State and local governments   992    4            992    4 
      Total temporarily impaired securities  $78,141    1,898    18,556    1,657    96,697    3,555 

 

 Page 13
Index

In the above tables, all of the non-equity securities that were in an unrealized loss position at March 31, 2014 and December 31, 2013 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, 2014 and December 31, 2013 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 $6,016,000 and $3,894,000 at March 31, 2014 and December 31, 2013, 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, 2014, 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  $             
Due after one year but within five years   21,499    21,413    7,481    8,074 
Due after five years but within ten years   3,935    3,918    37,579    39,791 
Due after ten years   1,000    640    8,877    9,327 
Mortgage-backed securities   149,366    148,081         
Total debt securities   175,800    174,052    53,937    57,192 
                     
Equity securities   6,107    6,138         
Total securities  $181,907    180,190    53,937    57,192 

 

At March 31, 2014 and December 31, 2013 investment securities with carrying values of $82,120,000 and $79,838,000, respectively, were pledged as collateral for public deposits.

 

The Company recorded no gains or losses on securities during the three month periods ended March 31, 2014 or 2013.

 

Note 7 – 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 Note 2 to the financial statements included in the Company’s 2011 Annual Report on Form 10-K for detailed information regarding these transactions. Because of the loss protection provided by the FDIC, the risk of the loans and foreclosed real estate that are covered by loss share agreements 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.”

 Page 14
Index

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

 

 

($ in thousands)

  March 31, 2014   December 31, 2013   March 31, 2013 
   Amount   Percentage   Amount   Percentage   Amount   Percentage 
All loans (non-covered and covered):                              
                               
Commercial, financial, and agricultural  $170,209    7%   $168,469    7%   $162,074    7% 
Real estate – construction, land development & other land loans   296,141    12%    305,246    12%    293,918    12% 
Real estate – mortgage – residential (1-4 family) first mortgages   829,671    34%    838,862    34%    831,467    35% 
Real estate – mortgage – home equity loans / lines of credit   229,167    9%    227,907    9%    236,222    10% 
Real estate – mortgage – commercial and other   857,327    35%    855,249    35%    803,875    33% 
Installment loans to individuals   64,003    3%    66,533    3%    67,272    3% 
    Subtotal   2,446,518    100%    2,462,266    100%    2,394,828    100% 
Unamortized net deferred loan costs   759         928         1,323      
    Total loans  $2,447,277        $2,463,194        $2,396,151      

 

As of March 31, 2014, December 31, 2013 and March 31, 2013, net loans include unamortized premiums of $49,000, $98,000, and $368,000, respectively, related to acquired loans.

 

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

 

 

($ in thousands)

  March 31, 2014   December 31, 2013   March 31, 2013 
   Amount   Percentage   Amount   Percentage   Amount   Percentage 
Non-covered loans:                              
                               
Commercial, financial, and agricultural  $167,443    7%   $164,195    7%   $157,235    7% 
Real estate – construction, land development & other land loans   269,216    12%    273,412    12%    253,275    12% 
Real estate – mortgage – residential (1-4 family) first mortgages   729,080    32%    730,712    32%    700,429    33% 
Real estate – mortgage – home equity loans / lines of credit   215,128    10%    213,016    10%    217,567    10% 
Real estate – mortgage – commercial and other   811,612    36%    804,621    36%    736,314    35% 
Installment loans to individuals   63,488    3%    66,001    3%    66,540    3% 
    Subtotal   2,255,967    100%    2,251,957    100%    2,131,360    100% 
Unamortized net deferred loan costs   759         928         1,323      
    Total non-covered loans  $2,256,726        $2,252,885        $2,132,683      

 

 Page 15
Index

The carrying amount of the covered loans at March 31, 2014 consisted of impaired and nonimpaired purchased loans (as determined on the date of acquisition), 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  $72    133    2,694    4,435    2,766    4,568 
Real estate – construction, land development & other land loans   329    555    26,596    36,520    26,925    37,075 
Real estate – mortgage – residential (1-4 family) first mortgages   480    1,336    100,111    117,875    100,591    119,211 
Real estate – mortgage – home equity loans / lines of credit   13    20    14,026    16,923    14,039    16,943 
Real estate – mortgage – commercial and other   2,394    4,147    43,321    55,179    45,715    59,326 
Installment loans to individuals           515    518    515    518 
     Total  $3,288    6,191    187,263    231,450    190,551    237,641 

 

The carrying amount of the covered loans at December 31, 2013 consisted of impaired and nonimpaired purchased loans (as determined on the date of the acquisition), 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  $75    136    4,199    5,268    4,274    5,404 
Real estate – construction, land development & other land loans   325    564    31,509    47,792    31,834    48,356 
Real estate – mortgage – residential (1-4 family) first mortgages   575    1,500    107,575    126,882    108,150    128,382 
Real estate – mortgage – home equity loans / lines of credit   14    21    14,877    18,318    14,891    18,339 
Real estate – mortgage – commercial and other   2,153    4,042    48,475    62,630    50,628    66,672 
Installment loans to individuals           532    607    532    607 
     Total  $3,142    6,263    207,167    261,497    210,309    267,760 

 

The following table presents information regarding covered purchased nonimpaired loans since December 31, 2012. 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, 2012  $277,489 
Principal repayments   (63,588)
Transfers to foreclosed real estate   (13,977)
Loan charge-offs   (12,957)
Accretion of loan discount   20,200 
Carrying amount of nonimpaired covered loans at December 31, 2013   207,167 
Principal repayments   (21,393)
Transfers to foreclosed real estate   (1,971)
Loan charge-offs   (2,948)
Accretion of loan discount   6,408 
Carrying amount of nonimpaired covered loans at March 31, 2014  $187,263 

 

As reflected in the table above, the Company accreted $6,408,000 of the loan discount on purchased nonimpaired loans into interest income during the first quarter of 2014. As of March 31, 2014, there was remaining loan discount of $26,461,000 related to purchased accruing loans. If these loans continue to be repaid by the borrowers, the Company will accrete the remaining loan discount into interest income over the estimated 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. At March 31, 2014, the Company also had $4,779,000 of loan discount related to purchased nonperforming loans. It is not expected that a significant amount of this discount will be accreted, as it represents estimated losses on these loans.

 Page 16
Index

The following table presents information regarding all purchased impaired loans since December 31, 2012, 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.

 

 

($ in thousands)

 

 

 

Purchased Impaired Loans

  Contractual
Principal
Receivable
   Fair Market
Value
Adjustment –
Write Down
(Nonaccretable
Difference)
   Carrying
Amount
 
Balance at December 31, 2012   8,815    3,990    4,825 
Change due to payments received   (301)   (31)   (270)
Transfer to foreclosed real estate   (2,100)   (784)   (1,316)
Change due to loan charge-off   (150)   (54)   (96)
Other   (1)       (1)
Balance at December 31, 2013  $6,263    3,121    3,142 
Change due to payments received   (269)   (103)   (166)
Other   197    (115)   312 
Balance at March 31, 2014  $6,191    2,903    3,288 

 

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 2014 and 2013, the Company received $179,000 and $0, respectively, in payments that exceeded the initial carrying amount of the purchased impaired loans, which is included in the loan discount accretion amount discussed previously.

 

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

 

ASSET QUALITY DATA ($ in thousands)

  March 31,
2014
   December 31,
2013
   March 31,
2013
 
                
Non-covered nonperforming assets               
Nonaccrual loans  $44,129   $41,938   $38,917 
Restructured loans - accruing   26,335    27,776    24,378 
Accruing loans > 90 days past due            
     Total non-covered nonperforming loans   70,464    69,714    63,295 
Foreclosed real estate   11,740    12,251    20,115 
Total non-covered nonperforming assets  $82,204   $81,965   $83,410 
                
Covered nonperforming assets               
Nonaccrual loans (1)  $31,986   $37,217   $51,221 
Restructured loans - accruing   7,429    8,909    10,582 
Accruing loans > 90 days past due            
     Total covered nonperforming loans   39,415    46,126    61,803 
Foreclosed real estate   19,504    24,497    30,156 
Total covered nonperforming assets  $58,919   $70,623   $91,959 
                
     Total nonperforming assets  $141,123   $152,588   $175,369 

 

(1) At March 31, 2014, December 31, 2013, and March 31, 2013, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $49.3 million, $60.4 million, and $94.8 million, respectively.

 

 Page 17
Index

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, 2014.

 

($ in thousands)  Non-covered   Covered   Total 
Commercial, financial, and agricultural:               
Commercial – unsecured  $281    113    394 
Commercial – secured   4,037    111    4,148 
Secured by inventory and accounts receivable   963    175    1,138 
                
Real estate – construction, land development & other land loans   8,550    11,026    19,576 
                
Real estate – residential, farmland and multi-family   18,648    9,843    28,491 
                
Real estate – home equity lines of credit   2,295    351    2,646 
                
Real estate – commercial   8,885    10,367    19,252 
                
Consumer   470        470 
  Total  $44,129    31,986    76,115 
                

 

The following table presents the Company’s nonaccrual loans as of December 31, 2013.

 

($ in thousands)  Non-covered   Covered   Total 
Commercial, financial, and agricultural:               
Commercial – unsecured  $222    38    260 
Commercial – secured   2,662    114    2,776 
Secured by inventory and accounts receivable   545    782    1,327 
                
Real estate – construction, land development & other land loans   8,055    13,502    21,557 
                
Real estate – residential, farmland and multi-family   17,814    12,344    30,158 
                
Real estate – home equity lines of credit   2,200    335    2,535 
                
Real estate – commercial   10,115    10,099    20,214 
                
Consumer   325    3    328 
  Total  $41,938    37,217    79,155 
                

 

 Page 18
Index

The following table presents an analysis of the payment status of the Company’s loans as of March 31, 2014.

 

($ 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  $218    59    281    34,338    34,896 
Commercial - secured   1,478    257    4,037    122,958    128,730 
Secured by inventory and accounts receivable   198        963    19,681    20,842 
                          
Real estate – construction, land development & other land loans   1,478    1,100    8,550    230,182    241,310 
                          
Real estate – residential, farmland, and multi-family   11,401    1,655    18,648    838,650    870,354 
                          
Real estate – home equity lines of credit   413    277    2,295    197,872    200,857 
                          
Real estate - commercial   4,550    399    8,885    698,675    712,509 
                          
Consumer   374    165    470    45,460    46,469 
              Total non-covered  $20,110    3,912    44,129    2,187,816    2,255,967 
Unamortized net deferred loan costs                       759 
           Total non-covered loans                      $2,256,726 
                          
Covered loans  $6,140    163    31,986    152,262    190,551 
                          
                Total loans  $26,250    4,075    76,115    2,340,078    2,447,277 

 

The Company had no non-covered or covered loans that were past due greater than 90 days and accruing interest at March 31, 2014.

 

The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2013.

 

($ 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  $347    94    222    36,352    37,015 
Commercial - secured   1,233    462    2,662    117,923    122,280 
Secured by inventory and accounts receivable   438    767    545    19,426    21,176 
                          
Real estate – construction, land development & other land loans   2,304    1,391    8,055    232,920    244,670 
                          
Real estate – residential, farmland, and multi-family   11,682    2,631    17,814    837,260    869,387 
                          
Real estate – home equity lines of credit   1,465    305    2,200    194,157    198,127 
                          
Real estate - commercial   3,196    214    10,115    696,081    709,606 
                          
Consumer   494    187    325    48,690    49,696 
              Total non-covered  $21,159    6,051    41,938    2,182,809    2,251,957 
Unamortized net deferred loan costs                       928 
           Total non-covered loans                      $2,252,885 
                          
Covered loans  $5,179    768    37,217    167,145    210,309 
                          
                Total loans  $26,338    6,819    79,155    2,349,954    2,463,194 

 

The Company had no non-covered or covered loans that were past due greater than 90 days and accruing interest at December 31, 2013.

 Page 19
Index

The following table presents the activity in the allowance for loan losses for non-covered loans for the three months ended March 31, 2014.

 

($ 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 
                                 
As of and for the three months ended March 31, 2014
                                         
Beginning balance  $7,432    12,966    15,142    1,838    5,524    1,513    (152)   44,263 
Charge-offs   (625)   (927)   (770)   (106)   (612)   (428)       (3,468)
Recoveries   28    236    65    5    95    117        546 
Provisions   2,054    (3,625)   (1,704)   1,925    4,368    (172)   519    3,365 
Ending balance  $8,889    8,650    12,733    3,662    9,375    1,030    367    44,706 
                                         
Ending balances as of March 31, 2014:  Allowance for loan losses
                                            
Individually evaluated for impairment  $197    466    2,285        571            3,519 
                                         
Collectively evaluated for impairment  $8,692    8,184    10,448    3,662    8,804    1,030    367    41,187 
                                         
Loans acquired with deteriorated credit quality  $                             
                                         
Loans receivable as of March 31, 2014:
                                         
Ending balance – total  $184,468    241,310    870,354    200,857    712,509    46,469        2,255,967 
                                         
Ending balances as of March 31, 2014: Loans
                                         
Individually evaluated for impairment  $1,093    7,411    21,110    499    16,050    11        46,174 
                                         
Collectively evaluated for impairment  $183,375    233,899    849,244    200,358    696,459    46,458        2,209,793 
                                         
Loans acquired with deteriorated credit quality  $                             

 

 Page 20
Index

The following table presents the activity in the allowance for loan losses for non-covered loans for the year ended December 31, 2013.

 

($ 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 
                                 
As of and for the year ended December 31, 2013
                                         
Beginning balance  $4,687    12,856    14,082    1,884    5,247    1,939    948    41,643 
Charge-offs   (4,418)   (2,739)   (3,732)   (1,314)   (4,346)   (2,174)   (660)   (19,383)
Recoveries   299    743    753    87    1,381    474        3,737 
Provisions   6,864    2,106    4,039    1,181    3,242    1,274    (440)   18,266 
Ending balance  $7,432    12,966    15,142    1,838    5,524    1,513    (152)   44,263 
                                         
Ending balances as of December 31, 2013:  Allowance for loan losses
                                            
Individually evaluated for impairment  $202    544    1,162    1    649    1        2,559 
                                         
Collectively evaluated for impairment  $7,230    12,422    13,980    1,837    4,875    1,512    (152)   41,704 
                                         
Loans acquired with deteriorated credit quality  $                             
                                         
Loans receivable as of December 31, 2013:
                                         
Ending balance – total  $180,471    244,670    869,387    198,127    709,606    49,696        2,251,957 
                                         
Ending balances as of December 31, 2013: Loans
                                         
Individually evaluated for impairment  $582    8,027    19,111    22    16,894    13        44,649 
                                         
Collectively evaluated for impairment  $179,889    236,643    850,276    198,105    692,712    49,683        2,207,308 
                                         
Loans acquired with deteriorated credit quality  $                             

 

 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, 2013.

 

($ 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 
                                         
As of and for the three months ended March 31, 2013
                                         
Beginning balance  $4,687    12,856    14,082    1,884    5,247    1,939    948    41,643 
Charge-offs   (824)   (823)   (797)   (624)   (540)   (528)   (659)   (4,795)
Recoveries   19    593    546    58    789    137        2,142 
Provisions   1,067    2,231    1,454    722    218    243    (164)   5,771 
Ending balance  $4,949    14,857    15,285    2,040    5,714    1,791    125    44,761 
                                         
Ending balances as of March 31, 2013:  Allowance for loan losses
                                            
Individually evaluated for impairment  $192    1,085    1,664    1    1,271    2        4,215 
                                         
Collectively evaluated for impairment  $4,757    13,772    13,621    2,039    4,443    1,789    125    40,546 
                                         
Loans acquired with deteriorated credit quality  $                             
                                         
Loans receivable as of March 31, 2013:
                                         
Ending balance – total  $171,721    220,702    838,273    200,136    648,732    51,796        2,131,360 
                                         
Ending balances as of March 31, 2013: Loans
                                         
Individually evaluated for impairment  $1,098    7,001    19,725    22    21,375    14        49,235 
                                         
Collectively evaluated for impairment  $170,623    213,701    818,548    200,114    627,357    51,782        2,082,125 
                                         
Loans acquired with deteriorated credit quality  $                             

 

 Page 22
Index

The following table presents the activity in the allowance for loan losses for covered loans for the three months ended March 31, 2014.

 

($ in thousands)  Covered Loans 
     
As of and for the three months ended March 31, 2014
Beginning balance  $4,242 
Charge-offs   (2,948)
Recoveries   1,917 
Provisions   210 
Ending balance  $3,421 
      
Ending balances as of March 31, 2014:  Allowance for loan losses
 
Individually evaluated for impairment  $629 
Collectively evaluated for impairment   2,792 
Loans acquired with deteriorated credit quality   12 
      
Loans receivable as of March 31, 2014:
      
Ending balance – total  $190,551 
      
Ending balances as of March 31, 2014: Loans
      
Individually evaluated for impairment  $31,547 
Collectively evaluated for impairment   159,004 
Loans acquired with deteriorated credit quality   3,288 

 

The following table presents the activity in the allowance for loan losses for covered loans for the year ended December 31, 2013.

 

($ in thousands)  Covered Loans 
     
As of and for the year ended December 31, 2013
Beginning balance  $4,759 
Charge-offs   (13,053)
Recoveries   186 
Provisions   12,350 
Ending balance  $4,242 
      
Ending balances as of December 31, 2013:  Allowance for loan losses
 
Individually evaluated for impairment  $3,133 
Collectively evaluated for impairment   1,109 
Loans acquired with deteriorated credit quality   25 
      
Loans receivable as of December 31, 2013:
      
Ending balance – total  $210,309 
      
Ending balances as of December 31, 2013: Loans
      
Individually evaluated for impairment  $46,126 
Collectively evaluated for impairment   164,183 
Loans acquired with deteriorated credit quality   3,142 

 

 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, 2013.

 

($ in thousands)  Covered Loans 
     
As of and for the three months ended March 31, 2013
Beginning balance  $4,759 
Charge-offs   (5,109)
Recoveries    
Provisions   5,378 
Ending balance  $5,028 
      
Ending balances as of March 31, 2013:  Allowance for loan losses
 
Individually evaluated for impairment  $3,862 
Collectively evaluated for impairment   1,166 
Loans acquired with deteriorated credit quality   17 
      
Loans receivable as of March 31, 2013:
      
Ending balance – total  $263,468 
      
Ending balances as of March 31, 2013: Loans
      
Individually evaluated for impairment  $61,803 
Collectively evaluated for impairment   201,665 
Loans acquired with deteriorated credit quality   4,726 

 

 Page 24
Index

The following table presents the Company’s impaired loans as of March 31, 2014.

 

($ 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  $65    65        33 
Commercial - secured   332    334        166 
Secured by inventory and accounts receivable                
                     
Real estate – construction, land development & other land loans   5,848    6,715        6,123 
                     
Real estate – residential, farmland, and multi-family   6,884    7,736        5,384 
                     
Real estate – home equity lines of credit   499    499        250 
                     
Real estate – commercial   8,647    10,485        7,986 
                     
Consumer   11    13        6 
Total non-covered impaired loans with no allowance  $22,286    25,847        19,948 
                     
Total covered impaired loans with no allowance  $26,074    40,664        27,566 
                     
Total impaired loans with no allowance recorded  $48,360    66,511        47,514 
                     
Non-covered  loans with an allowance recorded:               
Commercial, financial, and agricultural:                    
Commercial - unsecured  $115    116    115    115 
Commercial - secured   581    581    82    487 
Secured by inventory and accounts receivable               38 
                     
Real estate – construction, land development & other land loans   1,563    1,787    466    1,596 
                     
Real estate – residential, farmland, and multi-family   14,226    14,408    2,285    14,727 
                     
Real estate – home equity lines of credit               11 
                     
Real estate – commercial   7,403    7,811    571    8,487 
                     
Consumer               7 
Total non-covered impaired loans with allowance  $23,888    24,703    3,519    25,468 
                     
Total covered impaired loans with allowance  $5,473    6,080    629    11,271 
                     
Total impaired loans with an allowance recorded  $29,361    30,783    4,148    36,739 

 

Interest income recorded on non-covered and covered impaired loans during the three months ended March 31, 2014 is considered insignificant.

 Page 25
Index

The following table presents the Company’s impaired loans as of December 31, 2013.

 

($ 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               334 
Secured by inventory and accounts receivable                
                     
Real estate – construction, land development & other land loans   6,398    6,907        5,005 
                     
Real estate – residential, farmland, and multi-family   3,883    4,429        2,329 
                     
Real estate – home equity lines of credit                
                     
Real estate – commercial   7,324    9,008        9,981 
                     
Consumer                
Total non-covered impaired loans with no allowance  $17,605    20,344        17,649 
                     
Total covered impaired loans with no allowance  $29,058    48,785        39,215 
                     
Total impaired loans with no allowance recorded  $46,663    69,129        56,864 
                     
Non-covered  loans with an allowance recorded:               
Commercial, financial, and agricultural:                    
Commercial - unsecured  $115    115    63    72 
Commercial - secured   392    394    64    1,081 
Secured by inventory and accounts receivable   75    75    75    80 
                     
Real estate – construction, land development & other land loans   1,629    2,148    544    2,339 
                     
Real estate – residential, farmland, and multi-family   15,228    15,642    1,162    13,417 
                     
Real estate – home equity lines of credit   22    22    1    637 
                     
Real estate – commercial   9,570    10,873    649    5,914 
                     
Consumer   13    35    1    466 
Total non-covered impaired loans with allowance  $27,044    29,304    2,559    24,006 
                     
Total covered impaired loans with allowance  $17,068    22,367    3,133    14,343 
                     
Total impaired loans with an allowance recorded  $44,112    51,671    5,692    38,349 

 

Interest income recorded on non-covered and covered impaired loans during the year ended December 31, 2013 was insignificant.

 

 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, 2014.

 

($ 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  $9,173    21,607    7    1,563    2,265    281    34,896 
Commercial - secured   33,729    80,771    98    4,512    5,583    4,037    128,730 
Secured by inventory and accounts receivable   5,306    12,189        1,108    1,276    963    20,842 
                                    
Real estate – construction, land development & other land loans   46,739    161,944    2,309    11,135    10,633    8,550    241,310 
                                    
Real estate – residential, farmland, and multi-family   224,433    540,190    5,343    41,802    39,938    18,648    870,354 
                                    
Real estate – home equity lines of credit   122,366    63,737    1,492    5,223    5,744    2,295    200,857 
                                    
Real estate - commercial   122,674    527,655    8,944    28,457    15,894    8,885    712,509 
                                    
Consumer   24,389    19,836    54    663    1,057    470    46,469 
     Total  $588,809    1,427,929    18,247    94,463    82,390    44,129    2,255,967 
Unamortized net deferred loan costs                                 759 
          Total non-covered  loans                                $2,256,726 
                                    
Total covered loans  $18,501    98,742        12,209    29,113    31,986    190,551 
                                    
               Total loans  $607,310    1,526,671    18,247    106,672    111,503    76,115    2,447,277 

 

At March 31, 2014, there was an insignificant amount of loans that were graded “8” with an accruing status.

 Page 28
Index

 

The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2013.

 

($ 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  $8,495    24,415    7    1,509    2,367    222    37,015 
Commercial - secured   31,494    77,441    100    5,597    4,986    2,662    122,280 
Secured by inventory and accounts receivable   4,098    12,800        2,022    1,711    545    21,176 
                                    
Real estate – construction, land development & other land loans   31,221    181,050    2,365    11,646    10,333    8,055    244,670 
                                    
Real estate – residential, farmland, and multi-family   227,053    540,349    5,062    41,583    37,526    17,814    869,387 
                                    
Real estate – home equity lines of credit   120,205    63,400    1,499    5,699    5,124    2,200    198,127 
                                    
Real estate - commercial   115,397    533,680    10,014    24,557    15,843    10,115    709,606 
                                    
Consumer   25,703    21,790    54    829    995    325    49,696 
     Total  $563,666    1,454,925    19,101    93,442    78,885    41,938    2,251,957 
Unamortized net deferred loan costs                                 928 
          Total non-covered  loans                                $2,252,885 
                                    
Total covered loans  $25,078    92,147        8,857    47,010    37,217    210,309 
                                    
               Total loans  $588,744    1,547,072    19,101    102,299    125,895    79,155    2,463,194 

 

At December 31, 2013, there was an insignificant amount of 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 periods ended March 31, 2014 and 2013 related to interest rate reductions combined with restructured amortization schedules. The Company does not generally 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.

 Page 29
Index

The following table presents information related to loans modified in a troubled debt restructuring during the three months ended March 31, 2014 and 2013.

 

($ in thousands)  For the three months ended March 31, 2014 
   Number of
Contracts
   Pre-Modification
Restructured
Balances
   Post-Modification
Restructured
Balances
 
Non-covered TDRs – Accruing               
Real estate – residential, farmland, and multi-family   1   $266   $266 
                
Non-covered TDRs - Nonaccrual               
Real estate – residential, farmland, and multi-family   2    106    106 
                
Total non-covered TDRs arising during period   3    372    372 
                
Total covered TDRs arising during period– Accruing      $   $ 
Total covered TDRs arising during period – Nonaccrual   5    710    682 
                
Total TDRs arising during period   8   $1,082   $1,054 

 

 

($ in thousands)  For the three months ended March 31, 2013 
   Number of
Contracts
   Pre-Modification
Restructured
Balances
   Post-Modification
Restructured
Balances
 
Non-covered TDRs – Accruing               
Real estate – residential, farmland, and multi-family   6   $508   $508 
Real estate – commercial   1    61    61 
Consumer   1    14    14 
                
Non-covered TDRs - Nonaccrual               
Real estate – residential, farmland, and multi-family   3    209    209 
                
Total non-covered TDRs arising during period   11    792    792 
                
Total covered TDRs arising during period– Accruing   1   $47   $40 
Total covered TDRs arising during period – Nonaccrual            
                
Total TDRs arising during period   12   $839   $832 

 

 

Accruing restructured loans that were modified in the previous 12 months and that defaulted during the three months ended March 31, 2014 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 foreclosed real estate.

 

($ in thousands)  For the three months ended
March 31, 2014
 
   Number of
Contracts
   Recorded
Investment
 
Non-covered accruing TDRs that subsequently defaulted          
Real estate – construction, land development & other land loans   1   $5 
Real estate – commercial   1    71 
           
Total non-covered TDRs that subsequently defaulted   2   $76 
           
Total accruing covered TDRs that subsequently defaulted      $ 
           
      Total accruing TDRs that subsequently defaulted   2   $76 

 

 Page 30
Index

Accruing restructured loans that were modified in the previous 12 months and that defaulted during the three months ended March 31, 2013 are presented in the table below.

 

($ in thousands)  For the three months ended
March 31, 2013
 
   Number of
Contracts
   Recorded
Investment
 
Non-covered accruing TDRs that subsequently defaulted          
Real estate – residential, farmland, and multi-family   1   $252 
           
Total non-covered TDRs that subsequently defaulted   1   $252 
           
Total accruing covered TDRs that subsequently defaulted   1   $3,501 
           
      Total accruing TDRs that subsequently defaulted   2   $3,753 

 

 

Note 8 – Deferred Loan Costs

 

The amount of loans shown on the Consolidated Balance Sheets includes net deferred loan costs of approximately $759,000, $928,000, and $1,323,000 at March 31, 2014, December 31, 2013, and March 31, 2013, respectively.

 

Note 9 – 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 41 of the Company’s 2013 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,
2014
   December 31,
2013
   March 31,
2013
 
Receivable related to loss claims incurred, not yet reimbursed  $7,101    12,649    41,701 
Receivable related to estimated future claims on loans   24,764    33,398    53,054 
Receivable related to estimated future claims on foreclosed real estate   3,639    2,575    5,839 
     FDIC indemnification asset  $35,504    48,622    100,594 

 

The following presents a rollforward of the FDIC indemnification asset since December 31, 2013.

 

($ in thousands)    
Balance at December 31, 2013  $48,622 
Increase related to unfavorable changes in loss estimates   1,195 
Increase related to reimbursable expenses   1,104 
Cash received   (9,384)
Accretion of loan discount   (5,936)
Other   (97)
Balance at March 31, 2014  $35,504 
      

 

 Page 31
Index

Note 10 – 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, 2014, December 31, 2013, and March 31, 2013 and the carrying amount of unamortized intangible assets as of those same dates.

 

   March 31, 2014   December 31, 2013   March 31, 2013 

 

($ in thousands)

  Gross Carrying
Amount
   Accumulated
Amortization
   Gross Carrying
Amount
   Accumulated
Amortization
   Gross Carrying
Amount
   Accumulated
Amortization
 
Amortizable intangible assets:                              
   Customer lists  $678    473    678    462    678    428 
   Core deposit premiums   8,560    6,125    8,560    5,942    8,560    5,316 
        Total  $9,238    6,598    9,238    6,404    9,238    5,744 
                               
Unamortizable intangible assets:                              
   Goodwill  $65,835         65,835         65,835      

 

Amortization expense totaled $194,000 and $199,000 for the three months ended March 31, 2014 and 2013, respectively.

 

The following table presents the estimated amortization expense for the last three quarters of calendar year 2014 and for each of the four calendar years ending December 31, 2018 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, 2014  $583 
2015   721 
2016   654 
2017   404 
2018   129 
Thereafter   149 
         Total  $2,640 

 

Note 11 – Pension Plans

 

The Company has historically sponsored two defined benefit pension plans – a qualified retirement plan (the “Pension Plan”) which was generally available to all employees, and a Supplemental Executive Retirement Plan (the “SERP”), which was for the benefit of certain senior management executives of the Company. Effective December 31, 2012, the Company froze both plans for all participants. Although no previously accrued benefits were lost, employees no longer accrue benefits for service subsequent to 2012.

 

The Company recorded pension income totaling $285,000 and $149,000 for the three months ended March 31, 2014 and 2013, respectively, which primarily related to investment income from the Pension Plan’s assets. The following table contains the components of the pension income.

 

   For the Three Months Ended March 31, 
   2014   2013   2014   2013   2014 Total   2013 Total 
($ in thousands)  Pension Plan   Pension Plan   SERP   SERP   Both Plans   Both Plans 
Service cost – benefits earned during the period  $        56        56     
Interest cost   349    372    53    67    402    439 
Expected return on plan assets   (689)   (591)           (689)   (591)
Amortization of transition obligation                        
Amortization of net (gain)/loss       3    (54)       (54)   3 
Amortization of prior service cost                        
   Net periodic pension cost  $(340)   (216)   55    67    (285)   (149)

 

 Page 32
Index

The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to be deductible for income tax purposes. The contributions are invested to provide for benefits under the Pension Plan. The Company expects that it will contribute $2,000,000 to the Pension Plan in 2014.

 

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

 

Note 12 – 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 for the Company are as follows:

 

 

($ in thousands)  March 31, 2014   December 31, 2013   March 31, 2013 
Unrealized gain (loss) on securities available for sale  $(1,718)   (2,021)   2,982 
     Deferred tax asset (liability)   671    789    (1,163)
Net unrealized gain (loss) on securities available for sale   (1,047)   (1,232)   1,819 
                
Additional pension asset (liability)   5,081    5,135    (3,576)
     Deferred tax asset (liability)   (1,970)   (2,003)   1,395 
Net additional pension asset (liability)   3,111    3,132    (2,181)
                
Total accumulated other comprehensive income (loss)  $2,064    1,900    (362)

 

The following table discloses the changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2014 (all amounts are net of tax).

 

($ in thousands)  Unrealized Gain
(Loss) on
Securities
Available for Sale
   Additional
Pension Asset
(Liability)
   Total 
Beginning balance at January 1, 2014  $(1,232)   3,132    1,900 
     Other comprehensive income (loss) before reclassifications   185        185 
     Amounts reclassified from accumulated other comprehensive income       (21)   (21)
Net current-period other comprehensive income (loss)   185    (21)   164 
                
Ending balance at March 31, 2014  $(1,047)   3,111    2,064 

 

The following table discloses the changes in accumulated other comprehensive income (loss) for the three months ended March 31, 2013 (all amounts are net of tax).

 

($ in thousands)  Unrealized Gain
(Loss) on
Securities
Available for Sale
   Additional
Pension Asset
(Liability)
   Total 
Beginning balance at January 1, 2013  $2,007    (2,183)   (176)
     Other comprehensive income (loss) before reclassifications   (188)       (188)
     Amounts reclassified from accumulated other comprehensive income       2    2 
Net current-period other comprehensive income (loss)   (188)   2    (186)
                
Ending balance at March 31, 2013  $1,819    (2,181)   (362)

 

 Page 33
Index

Note 13 – 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.

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at March 31, 2014. The impaired loans shown below are those in which the value is based on the underlying collateral value.

 

 

($ in thousands)        
Description of Financial Instruments  Fair Value at
March 31,
2014
   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  $22,296        22,296     
        Mortgage-backed securities   148,081        148,081     
        Corporate bonds   3,675        3,675     
        Equity securities   6,138        6,138     
          Total available for sale securities  $180,190        180,190     
                     
Nonrecurring                    
     Impaired loans – covered  $14,284            14,284 
     Impaired loans – non-covered   13,007            13,007 
     Foreclosed real estate – covered   19,504            19,504 
     Foreclosed real estate – non-covered   11,740            11,740 
                     

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2013.

 

($ in thousands)        
Description of Financial Instruments  Fair Value at
December 31,
2013
   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  $18,245        18,245     
        Mortgage-backed securities   147,187        147,187     
        Corporate bonds   3,598        3,598     
        Equity securities   4,011        4,011     
          Total available for sale securities  $173,041        173,041     
                     
Nonrecurring                    
     Impaired loans – covered  $15,284            15,284 
     Impaired loans – non-covered   13,020            13,020 
     Foreclosed real estate – covered   24,497            24,497 
     Foreclosed real estate – non-covered   12,251            12,251 

 

 Page 34
Index

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

 

Securities Available for Sale — When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy. 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 our third-party securities portfolio manager using matrix pricing. Matrix pricing 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 enterprise securities, and corporate bonds. In cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

 

The Company reviews the pricing methodologies utilized by the portfolio manager to ensure the fair value determination is consistent with the applicable accounting guidance and that the investments are properly classified in the fair value hierarchy. Further, the Company validates the fair values for a sample of securities in the portfolio by comparing the fair values provided by the portfolio manager to prices from other independent sources for the same or similar securities. The Company analyzes unusual or significant variances and conducts additional research with the portfolio manager, if necessary, and takes appropriate action based on its findings.

 

Impaired loans — Fair values for impaired loans in the above tables are generally collateral dependent and are estimated based on underlying collateral values securing the loans. Collateral may be in the form of real estate or business assets including equipment, inventory and accounts receivable. The vast majority of the collateral is real estate. The value of real estate collateral is determined using an income or market valuation approach based on an appraisal conducted by an independent, licensed third party appraiser (Level 3). The value of business equipment is based upon an outside appraisal if deemed significant, or the net book value on the applicable borrower’s financial statements if not considered significant. Likewise, values for inventory and accounts receivable collateral are based on borrower financial statement balances or aging reports on a discounted basis as appropriate (Level 3). Any fair value adjustments are recorded in the period incurred as provision for loan losses on the Consolidated Statements of Income.

 

Foreclosed real estate – Foreclosed real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value, based on a current appraisal that is generally prepared using an income or market valuation approach and conducted by an independent, licensed third party appraiser, adjusted for estimated selling costs (Level 3). 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. For any real estate valuations subsequent to foreclosure, any excess of the real estate recorded value over the fair value of the real estate is treated as a foreclosed real estate write-down on the Consolidated Statements of Income.

 

 Page 35
Index

For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of March 31, 2014, the significant unobservable inputs used in the fair value measurements were as follows:

 

($ in thousands)       
Description  Fair Value at
March 31,
2014
   Valuation
Technique
  Significant Unobservable
Inputs
  General Range
of Significant
Unobservable
Input Values
Impaired loans – covered  $14,284   Appraised value  Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell  0-10%
Impaired loans – non-covered   13,007   Appraised value  Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell  0-39%
Foreclosed real estate – covered   19,504   Appraised value  Discounts to reflect current market conditions and estimated costs to sell  0-10%
Foreclosed real estate – non-covered   11,740   Appraised value  Discounts to reflect current market conditions, abbreviated holding period and estimated costs to sell  0-40%
               

 

For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of December 31, 2013, the significant unobservable inputs used in the fair value measurements were as follows:

 

($ in thousands)       
Description  Fair Value at
December 31,
2013
   Valuation
Technique
  Significant Unobservable
Inputs
  General Range
of Significant
Unobservable
Input Values
Impaired loans – covered  $15,284   Appraised value  Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell  0-10%
Impaired loans – non-covered   13,020   Appraised value  Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell  0-37%
Foreclosed real estate – covered   24,497   Appraised value  Discounts to reflect current market conditions and estimated costs to sell  0-10%
Foreclosed real estate – non-covered   12,251   Appraised value  Discounts to reflect current market conditions, abbreviated holding period and estimated costs to sell  0-40%
               

 

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, 2014 or 2013.

 

For the three months ended March 31, 2014, the increase in the fair value of securities available for sale was $303,000, which is included in other comprehensive income (net of tax expense of $118,000). For the three months ended March 31, 2013, the decrease in the fair value of securities available for sale was $308,000, which is included in other comprehensive loss (net of tax benefit of $120,000). Fair value measurement methods at March 31, 2014 and 2013 are consistent with those used in prior reporting periods.

 

 Page 36
Index

The carrying amounts and estimated fair values of financial instruments at March 31, 2014 and December 31, 2013 are as follows:

 

      March 31, 2014   December 31, 2013 
($ 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  $219,779    219,779    83,881    83,881 
Due from banks, interest-bearing  Level 1   163,489    163,489    136,644    136,644 
Federal funds sold  Level 1   821    821    2,749    2,749 
Securities available for sale  Level 2   180,190    180,190    173,041    173,041 
Securities held to maturity  Level 2   53,937    57,192    53,995    56,700 
Presold mortgages in process of settlement  Level 1   4,587    4,587    5,422    5,422 
Total loans, net of allowance  Level 3   2,399,150    2,340,855    2,414,689    2,352,834 
Accrued interest receivable  Level 1   8,990    8,990    9,649    9,649 
FDIC indemnification asset  Level 3   35,504    34,292    48,622    47,032 
Bank-owned life insurance  Level 1   44,367    44,367    44,040    44,040 
                        
Deposits  Level 2   2,786,724    2,788,007    2,751,019    2,752,375 
Borrowings  Level 2   136,394    122,218    46,394    34,795 
Accrued interest payable  Level 2   758    758    879    879 

 

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

 

Cash and Amounts 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.

 

Available for Sale and Held to Maturity Securities - Fair values are provided by a third-party and 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.

 

Loans - For nonimpaired 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. Fair values for impaired loans are primarily based on estimated proceeds expected upon liquidation of the collateral.

 

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.

 

Bank-Owned Life Insurance – The carrying value of life insurance approximates fair value because this investment is carried at cash surrender value, as determined by the issuer.

 

Deposits - The fair value of deposits with no stated maturity, such as noninterest-bearing checking accounts, savings accounts, interest-bearing checking accounts, 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 in the marketplace for deposits of similar remaining maturities.

 

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.

 

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.

 

 Page 37
Index

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 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 14 – Shareholders’ Equity Transactions

 

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, fluctuated on a quarterly basis during the first 10 quarters during which the Series B Preferred Stock was outstanding, based upon changes in the level of “Qualified Small Business Lending” or “QSBL”. For the first nine quarters after issuance, the dividend rate could range from one percent (1%) to five percent (5%) per annum based upon the increase in QSBL as compared to the baseline. 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 QSBL compared to the baseline. After four and one half years from the issuance, the dividend rate will increase to nine percent (9%). For quarters subsequent to the issuance in 2011, the Company has been able to continually increase its level of small business lending and as a result, the dividend rate has steadily decreased from 5.0% in 2011 and the first half of 2012 to 1.0% throughout most of 2013. The Company expects its dividend rate to remain at an annualized rate of 1.0% until 2016, unless the Series B Preferred Stock is redeemed at an earlier date. Subject to regulatory approval, the Company is generally permitted to redeem the Series B Preferred Shares at par plus unpaid dividends.

 

For the first three months of 2014 and 2013, the Company accrued approximately $159,000 and $187,000, respectively, in preferred dividend payments for the Series B Preferred Stock. This amount is deducted from net income in computing “Net income available to common shareholders.”

 

Stock Issuance

 

On December 21, 2012, the Company issued 2,656,294 shares of its common stock and 728,706 shares of the Company’s Series C Preferred Stock to certain accredited investors, each at the price of $10.00 per share, pursuant to a private placement transaction. Net proceeds from this sale of common and preferred stock were $33.8 million and were used to strengthen and remove risk from the Company’s balance sheet in anticipation of a planned disposition of certain classified loans and write-down of foreclosed real estate.

 

The Series C Preferred Stock qualifies as Tier 1 capital and is Convertible Perpetual Preferred Stock, with dividend rights equal to the Company’s Common Stock. Each share of Series C Preferred Stock will automatically convert into one share of Common Stock on the date the holder of Series C Preferred Stock transfers any shares of Series C Preferred Stock to a non-affiliate of the holder in certain permissible transfers. The Series C Preferred Stock is non-voting, except in limited circumstances.

 

The Series C Preferred Stock pays a dividend per share equal to that of the Company’s common stock. During each of the first quarters of 2014 and 2013, the Company accrued approximately $58,000 in preferred dividend payments for the Series C Preferred Stock.

 Page 38
Index

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 three components. The first component involves the estimation of losses on individually significant “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. A loan is specifically evaluated for an appropriate valuation allowance if the loan balance is above a prescribed evaluation threshold (which varies based on credit quality, accruing status, and type of collateral) and the loan is determined to be impaired. 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 the estimation of losses for impaired loans that have common risk characteristics and are aggregated to measure impairment. These impaired loans generally have loan balances below the thresholds that result in an individual review discussed above. For these impaired loans, we aggregate loans among similar loan types and apply loss rates that are derived from historical statistics.

 

The third component of the allowance model is the estimation of losses for loans that are not considered to be impaired loans. Loans not considered to be impaired are segregated by loan type, and estimated loss percentages are assigned to each loan type, based on historical losses, current economic conditions, and operational conditions specific to each loan type. For loans with 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 reserves estimated for impaired loans (specifically reviewed and aggregate) are then added to the reserve estimated for all other 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 (referred to as “covered loans”) 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 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.

 

Page 39
Index

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.

 

In our 2013 goodwill impairment evaluation, we engaged a consulting firm that used various valuation techniques to assist us in concluding that our goodwill was not impaired.

 

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.

 

Page 40
Index

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 generally 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.

 

Page 41
Index

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 41 of the Company’s 2013 Annual Report on Form 10-K for a detailed explanation of this asset.

 

The following table presents additional information regarding our covered loans, loan discounts, allowances for loan losses, foreclosed properties, and the corresponding FDIC indemnification asset:

 

($ in thousands)                    
At March 31, 2014  Cooperative
Single Family
Loss Share
Loans
   Cooperative
Non-Single
Family Loss
Share Loans
   Bank of
Asheville Single
Family Loss
Share Loans
   Bank of Asheville
Non-Single Family
Loss Share Loans
   Total 
Expiration of loss share agreement   6/30/2019    6/30/2014    3/31/2021    3/31/2016      
                          
Nonaccrual covered loans                         
     Unpaid principal balance  $9,089    32,244    571    7,398    49,302 
     Carrying value prior to loan discount*   8,933    21,098    453    6,281    36,765 
     Loan discount   1,368    980    258    2,173    4,779 
     Net carrying value   7,565    20,118    195    4,108    31,986 
     Allowance for loan losses   439    937    1    85    1,462 
     Indemnification asset recorded   1,405    1,100    198    1,592    4,295 
                          
All other covered loans                         
     Unpaid principal balance   112,527    30,678    10,450    32,186    185,841 
     Carrying value prior to loan discount*   112,431    30,277    10,361    31,957    185,026 
     Loan discount   15,335    1,021    2,916    7,189    26,461 
     Net carrying value   97,096    29,256    7,445    24,768    158,565 
     Allowance for loan losses   168    1,508    11    272    1,959 
     Indemnification asset recorded   11,934    817    2,309    5,563    20,623 
                          
All covered loans                         
     Unpaid principal balance   121,616    62,922    11,021    39,584    235,143 
     Carrying value prior to loan discount*   121,364    51,375    10,814    38,238    221,791 
     Loan discount   16,703    2,001    3,174    9,362    31,240 
     Net carrying value   104,661    49,374    7,640    28,876    190,551 
     Allowance for loan losses   607    2,445    12    357    3,421 
     Indemnification asset recorded   13,339    1,917    2,507    7,155    24,918**
                          
Foreclosed Properties                         
     Net carrying value   3,391    10,670    170    5,273    19,504 
     Indemnification asset recorded   1,594    879    125    1,041    3,639 

 

* Reflects partial charge-offs

** A present value adjustment of $154 reduces the carrying value of this asset to $24,764.

 

As noted in the table above, our loss share agreement related to Cooperative Bank’s non-single family assets expires in June 2014 and our loss share agreement related to Bank of Asheville’s non-single family assets expires in January 2016. We continue to make progress in winding down these portfolios, and we do not currently expect that the upcoming expiration of the Cooperative non-single family agreement will have a material impact on our company. As it relates to those portions of covered loans, we expect accelerated amounts of loan discount accretion and corresponding indemnification asset expense until the expiration dates and the loss share attributes of the loan portfolio are resolved.

 

At June 30, 2014, the remaining balances associated with the Cooperative non-single family loans and foreclosed properties will be transferred from the covered portfolio to the non-covered portfolio. Therefore, after June 30, 2014, we will bear all future losses on that portfolio of loans and foreclosed properties.

Page 42
Index

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 income available to common shareholders for the first quarter of 2014 amounted to $5.5 million, or $0.27 per diluted common share, compared to net income available to common shareholders of $2.9 million, or $0.14 per diluted common share, recorded in the first quarter of 2013. The higher earnings in 2014 were the result of a higher net interest margin, lower provision for loan losses and higher fee income.

 

Net Interest Income and Net Interest Margin

 

Net interest income for the first quarter of 2014 amounted to $35.5 million, an 11.3% increase from the $31.9 million recorded in the first quarter of 2013.

 

Our net interest margin (tax-equivalent net interest income divided by average earning assets) in the first quarter of 2014 was 5.13% compared to 4.69% for the first quarter of 2013. The 5.13% net interest margin realized in the first quarter of 2014 was a nine basis point increase from the 5.04% margin realized in the fourth quarter of 2013. The higher margins are primarily due to higher amounts of discount accretion on loans purchased in failed-bank acquisitions recognized during the respective periods. Loan discount accretion amounted to $6.4 million in the first quarter of 2014, $5.6 million in the fourth quarter of 2013, and $3.7 million in the first quarter of 2013.

 

Our cost of funds has steadily declined from 0.45% in the first quarter of 2013 to 0.31% in the first quarter of 2014, which also had a positive impact on our net interest margin.

 

Provision for Loan Losses and Asset Quality

 

We recorded total provisions for loan losses of $3.6 million in the first quarter of 2014 compared to $11.1 million for the first quarter of 2013, with the provisions related to both non-covered loans and covered loans being lower in 2014 compared to 2013 – see explanation of the terms “non-covered” and “covered” in the section entitled “Note Regarding Components of Earnings.”

 

Total non-covered nonperforming assets have remained relatively unchanged over the past year, amounting to $82.2 million at March 31, 2014 (2.65% of total non-covered assets), $82.0 million at December 31, 2013 and $83.4 million at March 31, 2013.

 

Total covered nonperforming assets have steadily declined in the past year, amounting to $58.9 million at March 31, 2014 compared to $70.6 million at December 31, 2013 and $92.0 million at March 31, 2013. We continue to resolve significant amounts of covered loans and to experience strong property sales along the North Carolina coast, which is where most of our covered assets are located.

 

Noninterest Income

 

Total noninterest income for the three months ended March 31, 2014 was $0.3 million compared to $7.1 million for the comparable period of 2013.

 

Core noninterest income for the first quarter of 2014 was $7.5 million, an increase of 15.5% over the $6.5 million reported for the first quarter of 2013. Core noninterest income includes i) service charges on deposit accounts, ii) other service charges, commissions, and fees, iii) fees from presold mortgages, iv) commissions from financial product sales, and v) bank-owned life insurance income. The largest component of the increase in core noninterest income was in the amount of service charges on deposits that we recorded. In December 2013, we introduced a new deposit product line-up and altered the fee structure of many of our accounts.

 

Page 43
Index

Noncore components of noninterest income resulted in net losses of $7.2 million in the first quarter of 2014 compared to net gains of $0.6 million in the first quarter of 2013. The largest variance related to indemnification asset income (expense) – see discussion in the section entitled “Components of Earnings”.

 

Noninterest Expenses

 

Noninterest expenses amounted to $23.6 million in the first quarter of 2014 compared to $23.2 million recorded in the first quarter of 2013. Salaries expense increased in the first quarter of 2014 in comparison to the first quarter of 2013 due to hiring additional employees during 2013 in our credit administration and mortgage banking divisions. Partially offsetting the increase in salaries expense were lower collection and foreclosed property expenses in 2014, which reflects lower levels of problem assets.

 

Balance Sheet and Capital

 

Total assets at March 31, 2014 amounted to $3.3 billion, a 1.0% increase from a year earlier. Total loans at March 31, 2014 amounted to $2.4 billion, a 2.1% increase from a year earlier, and total deposits amounted to $2.8 billion at March 31, 2014, a 2.5% decrease from a year earlier.

 

Total loans increased over the past year, as growth in non-covered loans has exceeded the steady decline in covered loans. Our non-covered loans increased by $124 million at March 31, 2014 compared to a year earlier, representing growth of 5.8%. We continue to see improved loan demand as the local economies in our market areas improve.

 

The lower amount of deposits at March 31, 2014 compared to March 31, 2013 was primarily due to declines in time deposits, with increases in checking accounts offsetting most of the decline. Time deposits are generally one of our most expensive funding sources, and thus the shift from this category benefited our overall cost of funds.

 

We obtained new borrowings of $90 million in the first quarter of 2014 from a low cost funding source in order to enhance our cash position and in anticipation of future loan growth.

 

We remain well-capitalized by all regulatory standards, with a Total Risk-Based Capital Ratio at March 31, 2014 of 16.83% compared to the 10.00% minimum to be considered well-capitalized. Our tangible common equity to tangible assets ratio was 7.30% at March 31, 2014, an increase of 54 basis points from a year earlier.

 

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 above and elsewhere in this document, 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 80% of losses incurred on those assets. The term “non-covered” refers to the Company’s legacy assets, which are not included in 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 covered 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% of these amounts due to the corresponding adjustments made to the indemnification asset.

Page 44
Index

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, 2014 amounted to $35.5 million, an increase of $3.6 million, or 11.3%, from the $31.9 million recorded in the first quarter of 2013. Net interest income on a tax-equivalent basis for the three month period ended March 31, 2014 amounted to $35.9 million, an increase of $3.6 million, or 11.2%, from the $32.3 million recorded in the first quarter of 2013. 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)  2014   2013 
Net interest income, as reported  $35,535    31,921 
Tax-equivalent adjustment   373    372 
Net interest income, tax-equivalent  $35,908    32,293 

 

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, 2014, the higher net interest income compared to the same period of 2013 was due to a higher net interest margin, increases in interest-earning assets (primarily average loan balances), and decreases in interest-bearing liabilities (see discussion below).

Page 45
Index

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

 

   For the Three Months Ended March 31, 
   2014   2013 

 

 

($ in thousands)

  Average
Volume
   Average
Rate
   Interest
Earned
or Paid
   Average
Volume
   Average
Rate
   Interest
Earned
or Paid
 
Assets                              
Loans (1)  $2,459,368    5.95%   $36,086   $2,382,861    5.71%   $33,551 
Taxable securities   180,228    2.25%    1,001    164,284    2.23%    905 
Non-taxable securities (2)   53,975    6.33%    843    55,948    6.17%    851 
Short-term investments, principally federal funds   143,235    0.34%    119    187,652    0.33%    154 
Total interest-earning assets   2,836,806    5.44%    38,049    2,790,745    5.15%    35,461 
                               
Cash and due from banks   83,243              81,081           
Premises and equipment   77,440              75,255           
Other assets   181,359              281,382           
   Total assets  $3,178,848             $3,228,463           
                               
Liabilities                              
Interest bearing checking  $529,110    0.06%   $80   $520,936    0.13%   $162 
Money market deposits   553,792    0.11%    151    560,203    0.22%    306 
Savings deposits   173,228    0.05%    21    162,403    0.10%    42 
Time deposits >$100,000   575,627    0.83%    1,183    653,930    1.00%    1,613 
Other time deposits   414,987    0.45%    456    496,029    0.65%    789 
     Total interest-bearing deposits   2,246,744    0.34%    1,891    2,393,501    0.49%    2,912 
Borrowings   47,394    2.14%    250    46,394    2.24%    256 
Total interest-bearing liabilities   2,294,138    0.38%    2,141    2,439,895    0.53%    3,168 
                               
Noninterest bearing checking   492,450              409,744           
Other liabilities   15,842              19,462           
Shareholders’ equity   376,418              359,362           
Total liabilities and
shareholders’ equity
  $3,178,848             $3,228,463           
                               
Net yield on interest-earning assets and net interest income        5.13%   $35,908         4.69%   $32,293 
Interest rate spread        5.06%              4.62%      
                               
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 $373,000 and $372,000 in 2014 and 2013, 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 2014 were $2.459 billion, which was 3.2% higher than the average loans outstanding for the first quarter of 2013 ($2.383 billion). The higher amount of average loans outstanding in 2014 is due to internal loan growth. Partially offsetting the internal loan growth was the resolution of covered loans within our “covered loan” portfolio through foreclosure, charge-off, or repayment.

 

The mix of our loan portfolio remained substantially the same at March 31, 2014 compared to December 31, 2013, 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 2014 were $2.739 billion, which was 2.3% less than the average deposits outstanding for the first quarter of 2013 ($2.803 billion). Average transaction deposit accounts (noninterest bearing checking, interest bearing checking, money market and savings accounts) increased from $1.653 billion at March 31, 2013 to $1.749 billion at March 31, 2014, representing growth of $96 million, or 5.8%. With the growth of our transaction deposit accounts, we were able to lessen our reliance on higher cost sources of funding, specifically time deposits. Average time deposits declined from $1.150 billion at March 31, 2013 to $991 million at March 31, 2014, a decrease of $159 million, or 13.9%. The favorable change in the funding mix was largely responsible for our average cost of interest bearing liabilities decreasing from 0.53% in the first quarter of 2013 to 0.38% in the first quarter of 2014. Our total cost of funds, which includes noninterest bearing checking accounts at a zero percent cost, was 0.31% in the first quarter of 2014 compared to 0.45% in the first quarter of 2013.

 

Page 46
Index

See additional information regarding changes in the Company’s loans and deposits in the section below entitled “Financial Condition.”

 

Our net interest margin (tax-equivalent net interest income divided by average earning assets) for the first quarter of 2014 was 5.13% compared to 4.69% for the first quarter of 2013. The higher margin was primarily a result of a higher amount of discount accretion on loans purchased in failed-bank acquisitions (see discussion below), as well as the lower overall funding costs just discussed.

 

Our net interest margin benefitted from the net accretion of purchase accounting premiums/discounts associated with the Cooperative acquisition that occurred in June 2009 and, to a lesser degree, the acquisition of The Bank of Asheville in January 2011. For the three months ended March 31, 2014 and 2013, we recorded $6,362,000 and $3,551,000, 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, 2014   March 31, 2013 
         
Interest income – reduced by premium amortization on loans  $(49)   (116)
Interest income – increased by accretion of loan discount   6,408    3,658 
Interest expense – reduced by premium amortization of deposits   3    9 
     Impact on net interest income  $6,362    3,551 

 

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

 

The increase in discount accretion is primarily due to payoffs of loans with loan discounts and increased expectations regarding the collectability of other loans.

 

We recorded total provisions for loan losses of $3.6 million in the first quarter of 2014 compared to $11.1 million for the first quarter of 2013.

 

Our provision for loan losses on non-covered loans amounted to $3.4 million in the first quarter of 2014 compared to $5.8 million in the first quarter of 2013. The lower provision in 2014 was primarily the result of lower loan growth during the quarter, stable overall asset quality and low levels of net charge-offs.

 

Our provision for loan losses on covered loans amounted to $0.2 million in the first quarter of 2014 compared to $5.4 million in the first quarter of 2013. The decrease was primarily due to lower levels of covered nonperforming loans during the period, stabilization in the underlying collateral values of nonperforming loans, and a $1.9 million recovery that we realized in the first quarter of 2014.

 

Total noninterest income was $0.3 million in the first quarter of 2014 compared to $7.1 million for the first quarter of 2013.

 

As presented in the table below, core noninterest income for the first quarter of 2014 was $7.5 million, an increase of 15.5% over the $6.5 million reported for the first quarter of 2013. Core noninterest income includes i) service charges on deposit accounts, ii) other service charges, commissions, and fees, iii) fees from presold mortgages, iv) commissions from financial product sales, and v) bank-owned life insurance income.

 

Page 47
Index

The following table presents our core noninterest income for the three month periods ending March 31, 2014 and 2013, respectively.

 

   For the Three Months
Ended
 
$ in thousands  March 31,
2014
   March 31,
2013
 
         
Service charges on deposit accounts  $3,573    2,935 
Other service charges, commissions, and fees   2,367    2,175 
Fees from presold mortgages   607    747 
Commissions from sales of insurance and financial products   594    399 
Bank-owned life insurance income   327    208 
     Core noninterest income  $7,468    6,464 

 

Most categories of core noninterest income increased during the first three months of 2014 compared to the same period in 2013.

 

As shown in the table above, service charges on deposit accounts increased from $2.9 million in the first quarter of 2013 to $3.6 million in the first quarter of 2014. In December 2013, we introduced a new deposit product line-up that simplified our product offering and also altered the fee structure of many accounts. Some customer charges were lowered or eliminated, while other fees were increased, with the most significant change being the elimination of free checking for customers maintaining low account balances, which is the primary cause of the higher service charges in 2014.

 

Other service charges, commissions, and fees increased in 2014 compared to 2013 primarily as a result of higher debit card interchange fees. We earn a small fee each time a customer uses a debit card to make a purchase. Due to the growth in checking accounts and increased customer usage of debit cards, we have experienced increases in this line item.

 

Fees from presold mortgages decreased from $0.7 million in the first quarter of 2013 to $0.6 million in the first quarter of 2014. Mortgage loan refinancing activity has slowed down since the second quarter of 2013.

 

Commissions from sales of insurance and financial products have increased in 2014 compared to 2013 as a result of increased sales volume generated by additional personnel hired in our wealth management division over the past three years.

 

Bank-owned life insurance income was $0.3 million in the first quarter of 2014 compared to $0.2 million in the first quarter of 2013. The increase was due to the purchase of $15 million in bank-owned life insurance in June 2013.

 

Within the noncore components of noninterest income, we recorded a net loss on non-covered foreclosed properties of $0.2 million during the first quarter of 2014 compared to a net gain of $0.8 million during the first quarter of 2013.

 

For the first quarter of 2014, we recorded losses of $2.1 million on covered foreclosed properties compared to losses of $4.6 million for the comparable period of 2013. The lower level of losses on covered properties in 2014 has been primarily a result of lower levels of covered foreclosed properties. In addition, losses on covered assets have declined due to stabilization in real estate market values in the coastal region of North Carolina, where most of our covered foreclosed properties are located.

 

Indemnification asset income (expense) is recorded to reflect additional (decreased) amounts expected to be received from the FDIC related to covered assets arising during the period. The three primary items that result in the recording of indemnification asset income (expense) are 1) loan discount accretion, 2) provisions for loan losses on covered loans and 3) foreclosed property gains (losses) on covered assets. Income and gains on covered assets generally result in the recording of indemnification asset expense, while losses result in indemnification asset income. In the first quarter of 2014, we recorded $4.9 million in indemnification asset expense compared to $4.9 million in indemnification asset income in the first quarter of 2013. The variance between the first quarter of 2014 and the first quarter of 2013 is primarily due to higher indemnification asset expense associated with higher loan discount accretion and fewer covered loan and foreclosed property losses that result in indemnification asset income, as shown in the following table:

 

Page 48
Index

 

($ in millions)  For the Three Months
Ended
 
   March 31,
2014
   March 31,
2013
 
         
Indemnification asset expense associated with loan discount accretion income  $(5.9)   (2.9)
Indemnification asset income (expense) associated with loan losses (recoveries),net   (0.4)   3.9 
Indemnification asset income associated with foreclosed property losses   1.6    3.7 
Other sources of indemnification asset income (expense)   (0.2)   0.2 
Total indemnification asset income (expense)  $(4.9)   4.9 

 

During the first quarter of 2013, we recorded “other losses” of $0.4 million related to the sale of a parcel of property that we had previously held for a future branch. We decided not to use the property for a branch and disposed of the property.

 

Noninterest expenses amounted to $23.6 million in the first quarter of 2014, a 1.4% increase over the $23.2 million recorded in the same period of 2013.

 

Salaries expense was $11.6 million for the first quarter of 2014 compared to $10.7 million in the first quarter of 2013. The increase in salaries expense has been primarily associated with the hiring of additional employees in our credit administration and mortgage banking divisions.

 

Employee benefits expense was $2.3 million in the first quarter of 2014 compared to $2.6 million in the first quarter of 2013. The decrease primarily relates to a $0.3 million decline in health care expense resulting from lower incurred medical claims.

 

The combined amount of occupancy and equipment expense did not vary materially when comparing the first quarter of 2014 to the first quarter of 2013, amounting to approximately $2.8 million in each quarter.

 

Other noninterest expenses amounted to $6.6 million for the first quarter of 2014 compared to $7.0 million in the first quarter of 2013. The biggest variance in this line item was lower repossession and collection expenses. Total collection expenses (net of FDIC reimbursement of covered assets) amounted to $0.3 million in the first quarter of 2014 compared to $1.2 million in the first quarter of 2013 and resulted from lower levels of collection activity and lower levels of foreclosed properties.

 

For the first quarter of 2014, the provision for income taxes was $3.0 million, an effective tax rate of 34.8%. For the first quarter of 2013, the provision for income taxes was $1.6 million, an effective tax rate of 33.4%.

 

We accrued total preferred stock dividends of $0.2 million in each of the three months ended March 31, 2014 and 2013. These amounts are deducted from net income in computing “net income available to common shareholders.” The dividend rate can range from 1% to 5% per anum based upon changes in the level of our “Qualified Small Business Lending” (“QSBL”).  We have been able to continually increase our levels of QSBL since 2011 and as such, our Series B Preferred Stock dividend rate has decreased to around 1.0% for both the first quarter of 2013 and 2014. We expect our Series B Preferred Stock dividend rate to remain at an annualized rate of 1.0% until 2016, unless that preferred stock is redeemed at an earlier date.

 

The Consolidated Statements of Comprehensive Income reflect other comprehensive income of $164,000 during the first quarter of 2014 compared to other comprehensive loss of $186,000 during the first quarter of 2013. The primary component of other comprehensive income (loss) for the periods presented was changes in unrealized holding gains (losses) 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.

Page 49
Index

FINANCIAL CONDITION

 

Total assets at March 31, 2014 amounted to $3.31 billion, a 1.0% increase from a year earlier. Total loans at March 31, 2014 amounted to $2.45 billion, a 2.1% increase from a year earlier, and total deposits amounted to $2.79 billion, a 2.5 % decrease from a year earlier.

 

The following table presents information regarding the nature of our growth for the twelve months ended March 31, 2014 and for the first quarter of 2014.

 

April 1, 2013 to
March 31, 2014
  Balance at
beginning
of period
   Internal
Growth,
net (1)
   Growth
from
Acquisitions
   Balance at
end of
period
   Total
percentage
growth
   Internal
percentage
growth (1)
 
         
         
Loans – Non-covered  $2,132,683    124,043        2,256,726    5.8%    5.8% 
Loans – Covered   263,468    (72,917)       190,551    -27.7%    -27.7% 
     Total loans   2,396,151    51,126        2,447,277    2.1%    2.1% 
                               
Deposits – Noninterest bearing checking   429,202    82,410        511,612    19.2%    19.2% 
Deposits – Interest bearing checking   539,270    11,432        550,702    2.1%    2.1% 
Deposits – Money market   568,092    (14,157)       553,935    -2.5%    -2.5% 
Deposits – Savings   166,510    11,234        177,744    6.7%    6.7% 
Deposits – Brokered   118,117    32,155        150,272    27.2%    27.2% 
Deposits – Internet time   7,689    (5,722)       1,967    -74.4%    -74.4% 
Deposits – Time>$100,000   532,747    (96,502)       436,245    -18.1%    -18.1% 
Deposits – Time<$100,000   495,940    (91,693)       404,247    -18.5%    -18.5% 
     Total deposits  $2,857,567    (70,843)       2,786,724    -2.5%    -2.5% 
                               

 

January 1, 2014 to
March 31, 2014
                        
Loans – Non-covered  $2,252,885    3,841        2,256,726    0.2%    0.2% 
Loans – Covered   210,309    (19,758)       190,551    -9.4%    -9.4% 
     Total loans  $2,463,194    (15,917)       2,447,277    -0.6%    -0.6% 
                               
Deposits – Noninterest bearing checking  $482,650    28,962        511,612    6.0%    6.0% 
Deposits – Interest bearing checking   557,413    (6,711)       550,702    -1.2%    -1.2% 
Deposits – Money market   547,556    6,379        553,935    1.2%    1.2% 
Deposits – Savings   169,023    8,721        177,744    5.2%    5.2% 
Deposits – Brokered   116,087    34,185        150,272    29.4%    29.4% 
Deposits – Internet time   1,319    648        1,967    49.1%    49.1% 
Deposits – Time>$100,000   451,741    (15,496)       436,245    -3.4%    -3.4% 
Deposits – Time<$100,000   425,230    (20,983)       404,247    -4.9%    -4.9% 
     Total deposits  $2,751,019    35,705        2,786,724    1.3%    1.3% 

 

(1)Excludes the impact of acquisitions in the year of acquisition, but includes growth or declines in acquired operations after the date of acquisition.

 

As derived from the table above, for the twelve months preceding March 31, 2014, our total loans increased $51 million, or 2.1%. Over that period, we experienced internal growth in our non-covered loan portfolio of $124 million, or 5.8%. Partially offsetting the growth in non-covered loans were normal loan pay-downs, foreclosures, and loan charge-offs of our covered loans, which declined by $73 million at March 31, 2014 compared to a year earlier. We continue to pursue lending opportunities in order to improve our asset yields.

 

For the first three months of 2014, we experienced internal growth in our non-covered loan portfolio of $4 million, or 0.2%. These increases were more than offset by a decline in our covered loans of $20 million. We expect to experience higher loan growth in our non-covered loans portfolio for the remainder of 2014, while we expect our current portfolio of covered loans to continue to steadily decline. As discussed previously, at June 30, 2014, one of our loss share agreements expires and we will transfer that portfolio of loans from the “covered” category to the “non-covered” category.

 

The mix of our loan portfolio remains substantially the same at March 31, 2014 compared to December 31, 2013. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

 

Page 50
Index

Note 7 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. Additionally, the section above titled “FDIC Indemnification Asset” contains detail of our covered loans and foreclosed properties segregated by each of the four loss-share agreements.

 

For the twelve month periods ended March 31, 2014, we experienced a net decline in total deposits of $71 million, which was a result of growth in our transaction account deposits (checking, money market, and savings) that was more than offset by declines in our time deposit accounts. Over this period, growth of $91 million in our transaction account categories was more than offset by a $162 million decline in time deposits, including brokered deposits and internet time deposits.

 

For the first three months of 2014, we experienced a net increase in total deposits of $36 million. Transaction account deposits increased $37 million, while the net decline in time deposits was only $2 million. Within time deposits, we obtained $34 million in brokered deposits to help offset declines of $36 million in the retail time deposit categories (“Time>$100,000” and “Time<$100,000” categories).

 

As shown above, the retail time deposit categories experienced significant declines over the time periods shown. Due to the low interest rates we are currently offering as a result of the overall low interest rate environment in the marketplace, our analysis indicates that some customers are shifting their funds related to matured time deposits to their transaction accounts at our company, while other customers are withdrawing their funds from our company in search of higher yields from other companies. We expect this trend to continue.

 

We obtained new borrowings of $90 million in the first quarter of 2014 from a low cost funding source in order to enhance our cash position and in anticipation of future loan growth.

 

Nonperforming Assets

 

Nonperforming assets include nonaccrual loans, troubled debt restructurings, loans past due 90 or more days and still accruing interest, nonperforming loans held for sale, and foreclosed 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 foreclosed 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.”

 

Page 51
Index

Nonperforming assets are summarized as follows:

 

 

 

ASSET QUALITY DATA ($ in thousands)

  As of/for the
quarter ended
March 31, 2014
   As of/for the
quarter ended
December 31, 2013
   As of/for the
quarter ended
March 31, 2013
 
             
Non-covered nonperforming assets               
   Nonaccrual loans  $44,129    41,938    38,917 
   Restructured loans – accruing   26,335    27,776    24,378 
   Accruing loans >90 days past due            
      Total non-covered nonperforming loans   70,464    69,714    63,295 
   Foreclosed real estate   11,740    12,251    20,115 
          Total non-covered nonperforming assets  $82,204    81,965    83,410 
                
Covered nonperforming assets (1)               
   Nonaccrual loans  $31,986    37,217    51,221 
   Restructured loans – accruing   7,429    8,909    10,582 
   Accruing loans > 90 days past due            
      Total covered nonperforming loans   39,415    46,126    61,803 
   Foreclosed real estate   19,504    24,497    30,156 
          Total covered nonperforming assets  $58,919    70,623    91,959 
                
Total nonperforming assets  $141,123    152,588    175,369 
                
Asset Quality Ratios – All Assets               
Net charge-offs to average loans - annualized   0.65%    1.31%    1.32% 
Nonperforming loans to total loans   4.49%    4.70%    5.22% 
Nonperforming assets to total assets   4.26%    4.79%    5.35% 
Allowance for loan losses to total loans   1.97%    1.97%    2.08% 
Allowance for loan losses to nonperforming loans   43.80%    41.87%    39.80% 
                
Asset Quality Ratios – Based on Non-covered Assets only               
Net charge-offs to average non-covered loans - annualized   0.52%    0.74%    0.51% 
Non-covered nonperforming loans to non-covered loans   3.12%    3.09%    2.97% 
Non-covered nonperforming assets to total non-covered assets   2.65%    2.78%    2.79% 
Allowance for loan losses to non-covered loans   1.98%    1.96%    2.10% 
Allowance for loan losses to non-covered nonperforming loans   63.45%    63.49%    70.72% 

 

(1) Covered nonperforming assets consist of assets that are included in loss share agreements with the FDIC.

 

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 continuing weak economy in our market area, particularly in more rural areas, we have experienced high levels of loan losses, delinquencies and nonperforming assets compared to our historical averages.

Page 52
Index

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,
2014
   At December 31,
2013
   At March 31,
2013
 
Commercial, financial, and agricultural  $5,627    5,690    2,866 
Real estate – construction, land development, and other land loans   20,692    22,688    26,657 
Real estate – mortgage – residential (1-4 family) first mortgages   20,290    21,751    21,067 
Real estate – mortgage – home equity loans/lines of credit   3,999    4,081    2,987 
Real estate – mortgage – commercial and other   25,017    24,568    35,590 
Installment loans to individuals   490    377    971 
   Total nonaccrual loans  $76,115    79,155    90,138 
                

 

The following segregates our nonaccrual loans at March 31, 2014 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  $399    5,228    5,627 
Real estate – construction, land development, and other land loans   10,836    9,856    20,692 
Real estate – mortgage – residential (1-4 family) first mortgages   7,240    13,050    20,290 
Real estate – mortgage – home equity loans/lines of credit   461    3,538    3,999 
Real estate – mortgage – commercial and other   13,050    11,967    25,017 
Installment loans to individuals       490    490 
   Total nonaccrual loans  $31,986    44,129    76,115 

 

The following segregates our nonaccrual loans at December 31, 2013 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  $935    4,755    5,690 
Real estate – construction, land development, and other land loans   13,274    9,414    22,688 
Real estate – mortgage – residential (1-4 family) first mortgages   9,447    12,304    21,751 
Real estate – mortgage – home equity loans/lines of credit   509    3,572    4,081 
Real estate – mortgage – commercial and other   13,050    11,518    24,568 
Installment loans to individuals   2    375    377 
   Total nonaccrual loans  $37,217    41,938    79,155 

 

 

Among non-covered loans, the tables above indicate small increases in most categories of non-covered nonaccrual loans. Residential first mortgage loans experienced the largest increase, which was caused by increased efforts to work with home borrowers on repayment plans, increased legal delays in the foreclosure process, and continued challenging economic conditions in some of our more rural market areas.

 

“Restructured loans - accruing”, or troubled debt restructurings (TDRs), are accruing loans for which we have granted concessions to the borrower as a result of the borrower’s financial difficulties. As seen in the previous table “Asset Quality Data”, at March 31, 2014, total TDRs (covered and non-covered) amounted to $33.8 million, compared to $36.7 million at December 31, 2013, and $35.0 million at March 31, 2013. The decline from December 31, 2013 to March 31, 2014 is primarily a result of TDRs that re-defaulted during the quarter and were placed on nonaccrual status.

 

Foreclosed real estate includes primarily foreclosed properties. Non-covered foreclosed real estate has decreased over the past year, amounting to $11.7 million at March 31, 2014, $12.3 million at December 31, 2013, and $20.1 million at March 31, 2013. The decreases were the result of strong sales activity during the periods, which was consistent with our strategy implemented in 2012 to accelerate the disposition of foreclosed properties.

 

At March 31, 2014, we also held $19.5 million in foreclosed real estate that is subject to the loss share agreements with the FDIC, which is a decline from $24.5 million at December 31, 2013 and $30.2 million at March 31, 2013. The decreases are due to increased property sales activity, particularly along the North Carolina coast, which is where most of our covered foreclosed properties are located.

Page 53
Index

We believe that the fair values of the items of foreclosed real estate, less estimated costs to sell, equal or exceed their respective carrying values at the dates presented.

 

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

 

($ in thousands)  At March 31, 2014   At December 31, 2013   At March 31, 2013 
Vacant land  $16,374    19,295    30,229 
1-4 family residential properties   6,856    7,982    11,713 
Commercial real estate   8,014    9,471    8,329 
   Total foreclosed real estate  $31,244    36,748    50,271 
                

 

The following segregates our foreclosed real estate at March 31, 2014 into covered and non-covered:

 

($ in thousands)  Covered Foreclosed
Real Estate
   Non-covered
Foreclosed Real Estate
   Total Foreclosed
Real Estate
 
Vacant land  $11,508    4,866    16,374 
1-4 family residential properties   4,730    2,126    6,856 
Commercial real estate   3,266    4,748    8,014 
   Total foreclosed real estate  $19,504    11,740    31,244 

 

The following segregates our foreclosed real estate at December 31, 2013 into covered and non-covered:

 

($ in thousands)  Covered Foreclosed
Real Estate
   Non-covered
Foreclosed Real Estate
   Total Foreclosed
Real Estate
 
Vacant land  $14,043    5,252    19,295 
1-4 family residential properties   5,102    2,880    7,982 
Commercial real estate   5,352    4,119    9,471 
   Total foreclosed real estate  $24,497    12,251    36,748 

 

Page 54
Index

The following table presents geographical information regarding our nonperforming assets at March 31, 2014.

 

   As of March 31, 2014 
($ in thousands)  Covered   Non-covered   Total   Total Loans   Nonperforming
Loans to Total
Loans
 
                     
Nonaccrual loans and
     Troubled Debt Restructurings (1)
                         
Eastern Region (NC)  $30,769    11,728    42,497   $569,000    7.5% 
Triangle Region (NC)       21,343    21,343    765,000    2.8% 
Triad Region (NC)       17,606    17,606    372,000    4.7% 
Charlotte Region (NC)       2,351    2,351    97,000    2.4% 
Southern Piedmont Region (NC)   1,861    6,541    8,402    237,000    3.5% 
Western Region (NC)   6,656    14    6,670    55,000    12.1% 
South Carolina Region   129    3,396    3,525    108,000    3.3% 
Virginia Region       7,485    7,485    232,000    3.2% 
Other               12,000    0.0% 
          Total nonaccrual loans and troubled debt restructurings  $39,415    70,464    109,879   $2,447,000    4.5% 
                          
Foreclosed Real Estate (1)                         
Eastern Region (NC)  $13,601    1,705    15,306           
Triangle Region (NC)       3,642    3,642           
Triad Region (NC)       2,976    2,976           
Charlotte Region (NC)       687    687           
Southern Piedmont Region (NC)   411    842    1,253           
Western Region (NC)   5,443        5,443           
South Carolina Region   49    1,317    1,366           
Virginia Region       154    154           
Other       417    417           
          Total foreclosed real estate  $19,504    11,740    31,244           

 

(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

Charlotte North Carolina Region - Iredell, Cabarrus, Rowan, Mecklenburg

Southern Piedmont North Carolina Region - Anson, Richmond, Scotland, Robeson, Bladen, Columbus, Cumberland

Western North Carolina Region - Buncombe

South Carolina Region - Chesterfield, Dillon, Florence, Horry

Virginia Region - Wythe, Washington, Montgomery, Pulaski, Roanoke

 

 

Summary of Loan Loss Experience

 

The allowance for loan losses is created by direct charges to operations (known as a “provision for loan losses” for the period in which the charge is taken). 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 weak economic environment since 2009 has resulted in elevated levels of classified and nonperforming assets, which has led to higher provisions for loan losses compared to historical averages. While we have begun to see signs of a recovering economy in most of our market areas, the recovery seems to be lagging and is less robust than that of the national economy. We continue to have an elevated level of past due and adversely classified assets compared to historic averages. In fact, over the past year we have experienced steady, but small, increases in our non-covered nonperforming and adversely classified assets – see Note 7 to the consolidated financial statements for detail. Despite the higher levels of these problem assets, based on our analysis, we believe the severity of the loss rate inherent in our classified loans is less than in recent years. In addition, we believe that our allowance for loan losses is sufficient to absorb the probable losses inherent in our portfolio at March 31, 2014.

 

Page 55
Index

Our total provision for loan losses was $3.6 million for the first quarter of 2014 compared to $11.1 million in the first quarter of 2013. The total provision for loan losses is 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 $3.4 million in the first quarter of 2014 compared to $5.8 million in the first quarter of 2013.  The lower provision in 2014 was primarily the result of lower loan growth during the quarter, less inherent risk in our portfolio resulting from stabilization of overall asset quality, and low levels of net charge-offs.

 

The provision for loan losses on covered loans amounted to $0.2 million in the first quarter of 2014 compared to $5.4 million in the first quarter of 2013. The decrease was primarily due to lower levels of covered nonperforming loans during the period, stabilization in the underlying collateral values of nonperforming loans, and a $1.9 million recovery that we realized in the first quarter of 2014.

 

For the first three months of 2014, we recorded $4.0 million in net charge-offs, compared to $7.8 million for the comparable period of 2013. The net charge-offs in 2014 included $1.0 million of covered loans and $2.9 million of non-covered loans, whereas in 2013 net charge-offs included $5.1 million of covered loans and $2.7 million of non-covered loans. The charge-offs in 2014 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 $48.1 million at March 31, 2014, compared to $48.5 million at December 31, 2013 and $49.8 million at March 31, 2013. At March 31, 2014, December 31, 2013, and March 31, 2013, the allowance for loan losses attributable to covered loans was $3.4 million, $4.2 million, and $5.0 million, respectively. The allowance for loan losses for covered loans is attributable to covered loans that have exhibited credit quality deterioration due to lower collateral valuations. The allowance for loan losses for non-covered loans has remained stable and amounted to $44.7 million, $44.3 million, and $44.8 million at March 31, 2014, December 31, 2013, and March 31, 2013, respectively.

 

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.

Page 56
Index

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, and additions to the allowance for loan losses that have been charged to expense.

 

($ in thousands)  Three Months
Ended
March 31,
   Twelve Months
Ended
December 31,
   Three Months
Ended
March 31,
 
   2014   2013   2013 
Loans outstanding at end of period  $2,447,277    2,463,194    2,396,151 
Average amount of loans outstanding  $2,459,368    2,419,679    2,382,861 
                
Allowance for loan losses, at beginning of year  $48,505    46,402    46,402 
Provision for loan losses   3,575    30,616    11,149 
    52,080    77,018    57,551 
Loans charged off:               
Commercial, financial, and agricultural   (1,559)   (4,667)   (1,431)
Real estate – construction, land development & other land loans   (2,019)   (10,582)   (4,782)
Real estate – mortgage – residential (1-4 family) first mortgages   (1,078)   (4,764)   (653)
Real estate – mortgage – home equity loans / lines of credit   (285)   (3,143)   (746)
Real estate – mortgage – commercial and other   (934)   (7,027)   (1,763)
Installment loans to individuals   (541)   (2,253)   (529)
       Total charge-offs   (6,416)   (32,436)   (9,904)
Recoveries of loans previously charged-off:               
Commercial, financial, and agricultural   26    198    23 
Real estate – construction, land development & other land loans   2,155    777    605 
Real estate – mortgage – residential (1-4 family) first mortgages   30    595    526 
Real estate – mortgage – home equity loans / lines of credit   21    199    66 
Real estate – mortgage – commercial and other   112    1,531    787 
Installment loans to individuals   119    623    135 
       Total recoveries   2,463    3,923    2,142 
            Net charge-offs   (3,953)   (28,513)   (7,762)
Allowance for loan losses, at end of period  $48,127    48,505    49,789 
                
Ratios:               
   Net charge-offs as a percent of average loans (annualized)   0.65%    1.18%    1.32% 
   Allowance for loan losses as a percent of loans at end of  period   1.97%    1.97%    2.08% 

 

Page 57
Index

The following table discloses the activity in the allowance for loan losses for the three months ended March 31, 2014, segregated into covered and non-covered.

 

   As of March 31, 2014 
($ in thousands)  Covered   Non-covered   Total 
             
Loans outstanding at end of period  $190,551    2,256,726    2,447,277 
Average amount of loans outstanding  $200,430    2,258,938    2,459,368 
                
Allowance for loan losses, at beginning of year  $4,242    44,263    48,505 
Provision for loan losses   210    3,365    3,575 
    4,452    47,628    52,080 
Loans charged off:               
Commercial, financial, and agricultural   (1,045)   (514)   (1,559)
Real estate – construction, land development & other land loans   (1,076)   (943)   (2,019)
Real estate – mortgage – residential (1-4 family) first mortgages   (480)   (598)   (1,078)
Real estate – mortgage – home equity loans / lines of credit   (23)   (262)   (285)
Real estate – mortgage – commercial and other   (322)   (612)   (934)
Installment loans to individuals   (2)   (539)   (541)
       Total charge-offs   (2,948)   (3,468)   (6,416)
                
Recoveries of loans previously charged-off:               
Commercial, financial, and agricultural       26    26 
Real estate – construction, land development & other land loans   1,917    238    2,155 
Real estate – mortgage – residential (1-4 family) first mortgages       30    30 
Real estate – mortgage – home equity loans / lines of credit       21    21 
Real estate – mortgage – commercial and other       112    112 
Installment loans to individuals       119    119 
       Total recoveries   1,917    546    2,463 
            Net charge-offs   (1,031)   (2,922)   (3,953)
Allowance for loan losses, at end of period  $3,421    44,706    48,127 
                

 

The following table discloses the activity in the allowance for loan losses for the three months ended March 31, 2013, segregated into covered and non-covered.

 

   As of March 31, 2013 
($ in thousands)  Covered   Non-covered   Total 
             
Loans outstanding at end of period  $263,468    2,132,683    2,396,151 
Average amount of loans outstanding  $272,891    2,109,970    2,382,861 
                
Allowance for loan losses, at beginning of year  $4,759    41,643    46,402 
Provision for loan losses   5,378    5,771    11,149 
    10,137    47,414    57,551 
Loans charged off:               
Commercial, financial, and agricultural   (608)   (823)   (1,431)
Real estate – construction, land development & other land loans   (2,999)   (1,783)   (4,782)
Real estate – mortgage – residential (1-4 family) first mortgages   (258)   (395)   (653)
Real estate – mortgage – home equity loans / lines of credit   (21)   (725)   (746)
Real estate – mortgage – commercial and other   (1,223)   (540)   (1,763)
Installment loans to individuals   0    (529)   (529)
       Total charge-offs   (5,109)   (4,795)   (9,904)
                
Recoveries of loans previously charged-off:               
Commercial, financial, and agricultural       23    23 
Real estate – construction, land development & other land loans       605    605 
Real estate – mortgage – residential (1-4 family) first mortgages       526    526 
Real estate – mortgage – home equity loans / lines of credit       66    66 
Real estate – mortgage – commercial and other       787    787 
Installment loans to individuals       135    135 
       Total recoveries       2,142    2,142 
            Net charge-offs   (5,109)   (2,653)   (7,762)
Allowance for loan losses, at end of period  $5,028    44,761    49,789 
                

 

Based on the results of our loan analysis and grading program and our evaluation of the allowance for loan losses at March 31, 2014, there have been no material changes to the allocation of the allowance for loan losses among the various categories of loans since December 31, 2013.

 

Page 58
Index

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 three sources - 1) an approximately $438 million line of credit with the Federal Home Loan Bank (of which $70 million was outstanding at March 31, 2014), 2) a $50 million overnight federal funds line of credit with a correspondent bank (of which $10 million was outstanding at March 31, 2014), and 3) an approximately $83 million line of credit through the Federal Reserve Bank of Richmond’s discount window (of which $10 million was outstanding at March 31, 2014). In addition to the outstanding borrowings from the FHLB that reduce the available borrowing capacity of that line of credit, our borrowing capacity was reduced by $193 million and $143 million at March 31, 2014 and 2013, respectively, 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 $288 million at March 31, 2014 compared to $254 million at December 31, 2013.

 

Our overall liquidity has increased since March 31, 2013, primarily as a result of our increased borrowings. Our liquid assets (cash and securities) as a percentage of our total deposits and borrowings increased from 18.7% at March 31, 2013 to 21.1% at March 31, 2014.

 

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, 2013, detail of which is presented in Table 18 on page 87 of our 2013 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 significant derivative activities through March 31, 2014, 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.

 

Page 59
Index

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.

 

At March 31, 2014, 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,
2014
   December 31,
2013
   March 31,
2013
 
Risk-based capital ratios:               
   Tier I capital to Tier I risk adjusted assets   15.57%    15.53%    15.56% 
   Minimum required Tier I capital   4.00%    4.00%    4.00% 
                
Total risk-based capital to Tier II risk-adjusted assets   16.83%    16.79%    16.82% 
   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   11.27%    11.18%    10.55% 
   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, 2014, 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 7.30% at March 31, 2014 compared to 7.46% at December 31, 2013 and 6.76% at March 31, 2013.

Page 60
Index

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 January 15, 2014, the First Bank branch located in Wallace, North Carolina relocated to a new location at 517 North Norwood Street. A grand opening celebration was held on January 24, 2014 with the staff welcoming customers to its new and improved facility.

 

·On January 16, 2014, the Company unveiled its new website, www.LocalFirstBank.com, which has a new look and many new features that make banking with First Bank better than ever.

  

·On March 14, 2014, the Company announced a quarterly cash dividend of $0.08 cents per share payable on April 25, 2014 to shareholders of record on March 31, 2014. This is the same dividend rate as the Company declared in the first quarter of 2013.

 

·On March 21, 2014, the First Bank branch located in West Innes Street in Salisbury, North Carolina was closed. The accounts at that branch were reassigned to First Bank’s branch located at 1525 Jake Alexander Boulevard.

 

·The Company expects to open a full-service branch in Fuquay-Varina, North Carolina, in the second quarter of 2014. The new branch will be located at 125 North Main Street.

 

·The Company is planning to construct a new branch facility at 4110 Bradham Drive, Jacksonville, North Carolina. Upon completion, the First Bank branch located on Western Boulevard will be closed and the accounts at that branch will be reassigned to the new and improved branch. This is expected to occur in the first quarter of 2015 and is subject to regulatory approval.

 

SHARE REPURCHASES

 

We did not repurchase any shares of our common stock during the first three months of 2014. At March 31, 2014, 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.”

 

 

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 3.81% (realized in 2009) to a high of 4.92% (realized in 2013). During that five year period, the prime rate of interest has consistently remained at 3.25% (which was the rate as of March 31, 2014). 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, 2014, approximately 74% 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.

 

Page 61
Index

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, 2014, we had approximately $953 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, 2014 are deposits totaling $1.3 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.

 

The general discussion in the foregoing paragraph applies most directly in a “normal” interest rate environment in which longer-term maturity instruments carry higher interest rates than short-term maturity instruments, and is less applicable in periods in which there is a “flat” interest rate curve. A “flat yield curve” means that short-term interest rates are substantially the same as long-term interest rates. As a result of the prolonged negative economic environment that continued into 2013, the Federal Reserve took steps to suppress long-term interest rates in an effort to boost the housing market, increase employment, and stimulate the economy, which resulted in a flat interest rate curve. A flat interest rate curve is an unfavorable interest rate environment for many banks, including the Company, as short-term interest rates generally drive our deposit pricing and longer-term interest rates generally drive loan pricing. When these rates converge, the profit spread we realize between loan yields and deposit rates narrows, which pressures our net interest margin.

 

In June 2013, the economy began to show signs of improvement and the Federal Reserve suggested that it may lessen its involvement in the economic recovery process in the near future, which could result in a rise in interest rates, especially longer-term interest rates. The marketplace began to anticipate that result and accordingly, longer-term interest rates increased in 2013, while short-term rates have remained stable. For example, from March 31, 2013 to March 31, 2014, the interest rate on three-month Treasury bills remained stable, but the interest rate for seven-year Treasury notes increased by 106 basis points. These increases result in a “steepening” of the yield curve and is a more favorable interest rate environment for many banks, including the Company, because as noted above, short-term interest rates generally drive our deposit pricing and longer-term interest rates generally drive loan pricing. However, intense competition for high-quality loans in our market areas has thus far negated the impact of the higher long-term market rates by limiting our ability to charge higher rates on loans, and thus we continue to experience downward pressure on our loan yields and net interest margin.

 

As it relates to deposits, the Federal Reserve has made no changes to the short term interest rates it sets directly since 2008, and since that time 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. However, as short-term rates are already near zero, it is unlikely that we will be able to continue the trend of reducing our funding costs in the same proportion as experienced in recent years.

 

As previously discussed in the section “Net Interest Income,” our net interest income has been 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 $6.4 million and $3.7 million for the first quarters of 2014 and 2013, 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 improved performance expectations, the remaining discount will be accreted into income on an accelerated basis. In the event of total payoff, the remaining discount will be entirely accreted into income in the period of the payoff. Each of these factors is difficult to predict and susceptible to volatility.

 

Page 62
Index

Based on our most recent interest rate modeling, which assumes no changes in interest rates for 2014 (federal funds rate = 0.25%, prime = 3.25%), we project that our net interest margin for the remainder of 2014 will experience some compression. We expect loan yields to continue to trend downwards, while many of our deposit products already have interest rates near zero.

 

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.

 

 

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.

 

 

Page 63
Index

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, 2014 to January 31, 2014               214,241 
February 1, 2014 to February 28, 2014               214,241 
March 1, 2014 to March 31, 2014               214,241 
Total               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, 2014.

 

 

There were no unregistered sales of our securities during the three months ended March 31, 2014.

 

 

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. 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 December 26, 2012, 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.

 

4.bForm 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.

 

4.cForm of Certificate for Series C Preferred Stock was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 26,2012, and is incorporated herein by reference.

 

10.aEmployment Agreement Between the Company and Edward F. Soccorso dated March 19, 2014. (*)

 

10.b Employment Agreement Between the Company and Michael G. Mayer dated March 10, 2014 was filed as Exhibit 10.z to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 and is incorporated herein by reference. (*)

 

Page 64
Index

10.cAmendment to the First Bancorp Senior Management Supplemental Executive Retirement Plan Dated March 11, 2014 was filed as Exhibit 10.aa to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 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, 2014, 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, Elizabeth B. Bostian, Secretary, 300 SW Broad Street, Southern Pines, North Carolina, 28387

 

 

_________________

(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.
Page 65
Index

 

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 12, 2014 BY:/s/ Richard H. Moore     
            Richard H. Moore
                President
  (Principal Executive Officer),
         Treasurer and Director
   
   
   
May 12, 2014 BY:/s/ Eric P. Credle          
            Eric P. Credle
    Executive Vice President
    and Chief Financial Officer

 

Page 66