UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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WASHINGTON, DC 20549 |
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FORM 8-K |
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CURRENT REPORT PURSUANT |
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TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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Date of report (Date of earliest event reported) April 23, 2013 |
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Southern First Bancshares, Inc. |
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(Exact name of registrant as specified in its charter) |
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South Carolina |
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(State or other jurisdiction of incorporation) |
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000-27719 |
58-2459561 |
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(Commission File Number) |
(IRS Employer Identification No.) |
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100 Verdae Boulevard, Suite 100, Greenville, SC |
29606 |
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(Address of principal executive offices) |
(Zip Code) |
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(864) 679-9000 |
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(Registrant's telephone number, including area code) |
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Not Applicable |
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(Former name or former address, if changed since last report) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions |
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(see General Instruction A.2. below): |
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o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
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o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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ITEM 2.02. Results of Operations and Financial Condition
On April 23, 2013, Southern First Bancshares, Inc., holding company for Southern First Bank, N.A., issued a press release announcing its financial results for the period ended March 31, 2013. A copy of the press release is attached hereto as Exhibit 99.1.
ITEM 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Exhibit
99.1 Earnings Press Release for period ended March 31, 2013.
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 hereunto duly authorized.
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SOUTHERN FIRST BANCSHARES, INC. |
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April 23, 2013
EXHIBIT INDEX
Exhibit Number Description
99.1 Earnings Press Release for the period ended March 31, 2013.
Exhibit 99.1
Southern First Reports Results for First Quarter of 2013
Greenville, South Carolina, April 23, 2013 Southern First Bancshares, Inc. (NASDAQ: SFST), holding company for Southern First Bank, today announced that net income for the first quarter of 2013 was $961 thousand compared to $688 thousand for the first quarter of 2012. After dividends paid on preferred stock, net income available to the common shareholders was $784 thousand compared to $399 thousand for the first quarter of 2012.
2013 First Quarter Operating Highlights
Net income increased 40% to $961 thousand during the 1st quarter of 2013 compared to the prior year
Net interest margin for the 1st quarter of 2013 increased to 3.69% compared to 3.45% in 2012
Loan balances increased to $665.2 million as of March 31, 2013 compared to $607.9 million in 2012
Core deposits increased $32.3 million to $460.2 million during the 1st quarter of 2013
Nonperforming assets improved to 1.07% at 1st quarter 2013 compared to 1.79% in 2012
2013 Strategic Highlights
Conversion to state chartered bank
Preferred stock redemptions of $500,000 on January 3, 2013 and $500,000 on April 1, 2013
We are extremely pleased with the first quarter 2013 results. The investments we have made in two additional retail offices and the expansion of our mortgage capabilities are already generating sizeable growth and additional non-interest income for our company, stated Art Seaver, the companys CEO.
Quarter Ended |
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March 31 |
December 31 |
September 30 |
June 30 |
March 31 |
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2013 |
2012 |
2012 |
2012 |
2012 |
Earnings ($ in thousands, except per share data): |
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Net income |
$ |
961 |
1,133 |
1,226 |
815 |
688 |
Net income to common shareholder |
784 |
929 |
842 |
589 |
399 |
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Earnings per common share, diluted (4) |
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0.18 |
0.21 |
0.20 |
0.14 |
0.09 |
Net interest margin (tax-equivalent)(3) |
3.69% |
3.66% |
3.72% |
3.61% |
3.45% |
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Asset Quality Ratios: |
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Nonperforming assets as a percentage of total assets |
1.07% |
1.24% |
1.43% |
1.70% |
1.79% |
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Net charge-offs as a percentage of average loans (YTD annualized) |
0.52% |
0.71% |
0.71% |
0.75% |
0.62% |
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Allowance for loan losses as a percentage of total loans |
1.41% |
1.41% |
1.45% |
1.48% |
1.51% |
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Allowance for loan losses as a percentage of nonperforming loans |
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148.49% |
111.32% |
100.49% |
88.07% |
91.55% |
Capital Ratios (1): |
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Total risk-based capital ratio |
12.76% |
12.88% |
12.97% |
13.34% |
13.38% |
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Tier 1 risk-based capital ratio |
11.51% |
11.63% |
11.72% |
12.09% |
12.13% |
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Leverage ratio |
9.46% |
9.63% |
9.76% |
9.83% |
9.78% |
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Tangible common equity (2) |
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5.92% |
5.99% |
6.02% |
6.24% |
6.02% |
Other ($ in thousands): |
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Gross loans |
$ |
665,244 |
645,949 |
637,659 |
618,874 |
607,925 |
Core deposits |
460,237 |
427,936 |
429,183 |
426,640 |
430,073 |
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Total deposits |
612,394 |
576,299 |
574,439 |
554,417 |
566,722 |
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Total assets |
821,705 |
797,998 |
780,415 |
759,632 |
770,006 |
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Average Balances ($ in thousands): |
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Loans |
$ |
657,616 |
638,198 |
631,238 |
610,570 |
601,740 |
Deposits |
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586,904 |
580,992 |
561,647 |
557,530 |
562,021 |
Equity |
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64,683 |
64,495 |
63,685 |
64,286 |
63,749 |
(1) March 31, 2013 ratios are preliminary. |
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(2) The tangible common equity ratio is calculated as total equity less preferred stock divided by total assets. |
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(3) The tax-equivalent adjustment to net interest income adjusts the yield for assets earning tax-exempt income to a comparable yield on a taxable basis. |
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(4) Per share amounts for the 2012 periods have been restated to reflect the 10% stock dividend in 2013. |
Operating Results
Net interest margin for the first quarter of 2013 improved to 3.69% from 3.66% for the prior quarter, and 3.45% for the first quarter of 2012. The primary driver of the increased net interest margin is the $57.3 million growth in loan balances during the past twelve months, combined with the 41 basis point decrease in the cost of our interest bearing liabilities.
During the first quarter of 2013, the company recorded total credit costs of $1.1 million compared to $1.5 million during the first quarter of 2012. The $1.1 million in credit costs during 2013 related primarily to the provision for loan losses, while $20 thousand related to costs associated with other real estate owned. In addition, loan charge-offs for the quarter were $944 thousand, or 0.52% of average loans on an annual basis, and related primarily to four commercial loans. Comparatively, the company recorded a loan loss provision of $1.2 million and loss related to the sale of real estate owned of $278 thousand during the first quarter of 2012. The companys allowance for loan losses was $9.4 million, or 1.41%, of loans at March 31, 2013 which provides approximately 148% coverage of non-accrual loans, and $9.2 million, or 1.51%, of loans at March 31, 2012.
Noninterest income was $882 thousand and $837 thousand for the three months ended March 31, 2013 and 2012, respectively. The increase in noninterest income during the three month period is related to increases in loan fee income and service fees on deposit accounts. In addition, income derived from mortgage originations is a significant part of our loan fee income at $237 thousand and $169 thousand for the three months ended March 31, 2013 and 2012, respectively.
Noninterest expense was $5.2 million and $4.8 million for the three months ended March 31, 2013 and 2012, respectively. The increase in noninterest expense during the 2013 period related primarily to increases in salaries and benefits, occupancy and data processing and related costs, partially offset by decreases in costs associated with real estate owned and insurance expenses. Noninterest expenses for the first quarter of 2013 include costs associated with our two new retail offices which were opened in December 2012.
Nonperforming assets decreased for the fifth consecutive quarter to $8.8 million, or 1.07%, of total assets as of March 31, 2013, the lowest level in over four years. Comparatively, nonperforming assets were $13.8 million, or 1.79%, of total assets at March 31, 2012. Of the $8.8 million in total nonperforming assets as of March 31, 2013, nonperforming loans represent $6.3 million and other real estate owned represents $2.5 million. Classified assets improved to 34% of tier 1 capital plus the allowance for loan losses at March 31, 2013, compared to 43% at March 31, 2012.
Gross loans were $665.2 million as of March 31, 2013 compared to $646.0 million at December 31, 2012 and $607.9 at March 31, 2012. Core deposits, which exclude out-of-market deposits and time deposits of $100,000 or more, increased to $460.2 million at March 31, 2013 compared to $427.9 million at December 31, 2012 and $430.1 million as of March 31, 2012.
Shareholders equity totaled $64.4 million as of March 31, 2013, a $1.4 million increase from the same period in 2012. With a tier 1 leverage ratio of 9.46% and total risk based capital ratio of 12.76%, the Companys capital ratios exceed the regulatory requirements for a well capitalized institution.
Strategic Highlights
Charter Conversion
On March 6, 2013, Southern First Bank, N.A., the wholly owned subsidiary of Southern First Bancshares, Inc., was approved by the South Carolina Board of Financial Institutions to convert from a national bank charter to a South Carolina state bank charter, and change its name from Southern First Bank, N.A. to Southern First Bank. Both changes were effective beginning April 1, 2013. This conversion was not as a result of any dispute or disagreement with the Office of the Comptroller of the Currency. The charter conversion will not have substantial impact on the bank's current activities, products and services, although the bank expects certain annual cost savings related to regulatory fees.
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Preferred Stock Redemption
On January 3, 2013 and April 1, 2013, the Company redeemed a total of $1.0 million of its outstanding preferred stock from three of its preferred shareholders. Since July of 2012, the Company has redeemed a cumulative $2.0 million of its outstanding preferred stock and reduced the balance to $15.3 million.
Financial Highlights - Unaudited
Quarter Ended |
1st Qtr |
Quarter Ended |
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March 31 |
2013-2012 |
December 31 |
September 30 |
June 30 |
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(in thousands, except earnings per share) |
2013 |
2012 |
% Change |
2012 |
2012 |
2012 |
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Earnings Summary |
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Interest income |
$ |
8,743 |
8,557 |
2.2% |
8,817 |
8,790 |
8,534 |
Interest expense |
1,865 |
2,428 |
(23.2)% |
2,037 |
2,082 |
2,156 |
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Net interest income |
6,878 |
6,129 |
12.2% |
6,780 |
6,708 |
6,378 |
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Provision for loan losses |
1,125 |
1,200 |
(6.3)% |
950 |
1,125 |
1,275 |
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Noninterest income |
882 |
837 |
5.4% |
897 |
1,286 |
741 |
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Noninterest expense |
5,230 |
4,779 |
9.4% |
5,053 |
5,025 |
4,655 |
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Income before provision for income taxes |
1,405 |
987 |
42.4% |
1,674 |
1,844 |
1,189 |
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Income tax expense |
444 |
299 |
48.5% |
541 |
618 |
374 |
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Net income |
961 |
688 |
39.7% |
1,133 |
1,226 |
815 |
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Preferred stock dividends |
197 |
216 |
(8.8)% |
204 |
204 |
216 |
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Discount accretion |
- |
73 |
n/a |
- |
180 |
106 |
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Redemption of preferred stock |
20 |
- |
n/a |
- |
- |
96 |
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Net income available to common shareholders |
$ |
784 |
399 |
96.5% |
929 |
842 |
589 |
Basic weighted average common shares (4) |
4,262 |
4,223 |
0.9% |
4,241 |
4,230 |
4,226 |
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Diluted weighted average common shares (4) |
4,371 |
4,268 |
2.4% |
4,305 |
4,350 |
4,437 |
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Earnings per common share - Basic (4) |
$ |
0.18 |
0.09 |
100.0% |
0.22 |
0.20 |
0.14 |
Earnings per common share - Diluted (4) |
0.18 |
0.09 |
100.0% |
0.22 |
0.19 |
0.13 |
Quarter Ended |
1st Qtr |
Quarter Ended |
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March 31 |
2013-2012 |
December 31 |
September 30 |
June 30 |
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2013 |
2012 |
% Change |
2012 |
2012 |
2012 |
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Balance Sheet Highlights |
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Assets |
$ |
821,705 |
770,006 |
6.7% |
797,998 |
780,415 |
759,632 |
Investment securities |
82,708 |
78,615 |
5.2% |
86,016 |
71,891 |
74,231 |
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Loans |
665,244 |
607,925 |
9.4% |
645,949 |
637,659 |
618,874 |
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Allowance for loan losses |
9,367 |
9,196 |
1.9% |
9,091 |
9,254 |
9,131 |
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Other real estate owned |
2,522 |
3,733 |
(32.4)% |
1,719 |
1,976 |
2,555 |
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Noninterest bearing deposits |
86,377 |
83,459 |
3.5% |
80,880 |
87,403 |
94,008 |
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Interest bearing deposits |
526,017 |
483,263 |
8.9% |
495,419 |
487,036 |
460,409 |
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Total deposits |
612,394 |
566,722 |
8.1% |
576,299 |
574,439 |
554,417 |
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Other borrowings |
124,100 |
122,700 |
1.1% |
137,290 |
124,100 |
122,700 |
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Junior subordinated debentures |
13,403 |
13,403 |
- |
13,403 |
13,403 |
13,403 |
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Shareholders equity |
64,426 |
63,006 |
2.3% |
64,125 |
63,287 |
63,171 |
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Common Stock |
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Book value per common share (4) |
$ |
11.39 |
10.96 |
3.9% |
11.26 |
11.08 |
11.22 |
Stock price (4): |
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High |
11.26 |
6.69 |
68.3% |
9.00 |
8.65 |
8.18 |
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Low |
8.41 |
5.54 |
51.8% |
7.96 |
7.32 |
6.24 |
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Period end |
10.45 |
6.23 |
67.7% |
8.45 |
8.15 |
7.73 |
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Common shares outstanding (4) |
4,268 |
4,226 |
1.0% |
4,247 |
4,240 |
4,226 |
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Other |
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Return on average assets (5) |
0.48% |
0.36% |
33.3% |
0.57% |
0.64% |
0.43% |
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Return on average equity (5) |
6.03% |
4.34% |
38.9% |
6.99% |
7.66% |
5.12% |
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Loans to deposits |
108.63% |
107.27% |
1.3% |
112.09% |
111.01% |
111.63% |
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Efficiency ratio (6) |
67.14% |
65.28% |
2.9% |
62.98% |
61.80% |
62.89% |
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Team members |
131 |
114 |
14.9% |
125 |
121 |
117 |
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(4) Shares and per share amounts for the 2012 period have been restated to reflect the 10% stock dividend in 2013. |
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(5) Annualized based on quarterly net income. |
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(6) Noninterest expense divided by the sum of net interest income and noninterest income, excluding real estate activity and gain on sale of investments. |
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Asset quality measures - Unaudited
Quarter Ended |
1st Qtr |
Quarter Ended |
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March 31 |
2013-2012 |
December 31 |
September 30 |
June 30 |
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(dollars in thousands) |
2013 |
2012 |
% Change |
2012 |
2012 |
2012 |
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Nonperforming Assets |
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Commercial |
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Owner occupied RE |
$ |
294 |
699 |
(57.9)% |
155 |
588 |
599 |
Non-owner occupied RE |
1,215 |
1,090 |
11.5 % |
1,255 |
1,350 |
1,476 |
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Construction |
1,006 |
1,047 |
(3.9)% |
1,006 |
1,005 |
1,005 |
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Commercial business |
202 |
515 |
(60.8)% |
202 |
372 |
507 |
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Consumer |
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Real estate |
116 |
618 |
(81.2)% |
119 |
122 |
286 |
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Home equity |
575 |
263 |
118.6 % |
577 |
365 |
558 |
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Construction |
- |
- |
- |
- |
- |
- |
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Other |
- |
- |
- |
44 |
- |
- |
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Nonaccruing troubled debt restructurings |
2,900 |
5,812 |
(50.1)% |
4,809 |
5,407 |
5,937 |
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Total nonaccrual loans |
6,308 |
10,044 |
(37.2)% |
8,167 |
9,209 |
10,368 |
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Other real estate owned |
2,522 |
3,733 |
(32.4)% |
1,719 |
1,976 |
2,555 |
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Total nonperforming assets |
$ |
8,830 |
13,777 |
(35.9)% |
9,886 |
11,185 |
12,923 |
Nonperforming assets as a percentage of: |
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Total assets |
1.07% |
1.79% |
(40.2)% |
1.24% |
1.43% |
1.70% |
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Total loans |
1.33% |
2.27% |
(41.4)% |
1.53% |
1.75% |
2.09% |
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Accruing troubled debt restructurings |
$ |
8,997 |
6,661 |
51.4 % |
9,421 |
8,591 |
8,569 |
Quarter Ended |
1st Qtr |
Quarter Ended |
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March 31 |
2013-2012 |
December 31 |
September 30 |
June 30 |
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2013 |
2012 |
Change |
2012 |
2012 |
2012 |
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Allowance for Loan Losses |
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Balance, beginning of period |
$ |
9,091 |
8,925 |
1.9 % |
9,254 |
9,131 |
9,196 |
Loans charged-off |
(944) |
(942) |
0.2 % |
(1,214) |
(1,004) |
(1,345) |
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Recoveries of loans previously charged-off |
95 |
13 |
630.8 % |
101 |
2 |
5 |
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Net loans charged-off |
(849) |
(929) |
(8.6)% |
(1,113) |
(1,002) |
(1,340) |
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Provision for loan losses |
1,125 |
1,200 |
(6.3)% |
950 |
1,125 |
1,275 |
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Balance, end of period |
$ |
9,367 |
9,196 |
1.9 % |
9,091 |
9,254 |
9,131 |
Allowance for loan losses to gross loans |
1.41 % |
1.51 % |
(6.6)% |
1.41 % |
1.45 % |
1.48 % |
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Allowance for loan losses to nonaccrual loans |
148.49 % |
91.55 % |
62.2 % |
111.32 % |
100.49 % |
88.07 % |
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Net charge-offs to average loans (annualized) |
0.52 % |
0.62 % |
(16.1)% |
0.69 % |
0.63 % |
0.88 % |
AVERAGE YIELD/RATE - Unaudited |
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Quarter Ended |
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March 31 |
December 31 |
September 30 |
June 30 |
March 31 |
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2013 |
2012 |
2012 |
2012 |
2012 |
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Yield/Rate(7) |
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Interest-earning assets |
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Federal funds sold |
0.24% |
0.27% |
0.23% |
0.26% |
0.26% |
Investment securities, taxable |
2.06% |
2.33% |
2.19% |
2.45% |
2.08% |
Investment securities, nontaxable |
4.07% |
4.19% |
4.76% |
4.81% |
4.76% |
Loans |
5.10% |
5.18% |
5.26% |
5.28% |
5.34% |
Total interest-earning assets |
4.68% |
4.75% |
4.86% |
4.82% |
4.80% |
Interest-bearing liabilities |
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NOW accounts |
0.31% |
0.45% |
0.55% |
0.60% |
0.71% |
Savings & money market |
0.28% |
0.37% |
0.37% |
0.39% |
0.45% |
Time deposits |
1.09% |
1.15% |
1.19% |
1.37% |
1.63% |
Total interest-bearing deposits |
0.65% |
0.76% |
0.79% |
0.89% |
1.05% |
Note payable and other borrowings |
2.85% |
3.23% |
3.35% |
3.37% |
3.48% |
Junior subordinated debentures |
2.60% |
2.64% |
2.79% |
2.76% |
2.88% |
Total interest-bearing liabilities |
1.16% |
1.29% |
1.36% |
1.43% |
1.57% |
Net interest spread |
3.52% |
3.46% |
3.50% |
3.39% |
3.23% |
Net interest income (tax equivalent) / margin |
3.69% |
3.66% |
3.72% |
3.61% |
3.45% |
(7) Annualized for the respective three month period. |
4
About Southern First Bancshares
Southern First Bancshares, Inc., Greenville, South Carolina is a registered bank holding company incorporated under the laws of South Carolina. The Company consists of Southern First Bank, the 9th largest bank headquartered in South Carolina. Since 1999 Southern First Bancshares has been providing financial services and now operates in eight locations in the Greenville, Columbia, and Charleston markets of South Carolina. Southern First Bancshares has assets of approximately $822 million and its stock is traded in the NASDAQ Global Market under the symbol SFST. More information can be found at www.southernfirst.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this news release contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, such as statements relating to future plans and expectations, and are thus prospective. Such forward-looking statements are identified by words such as believes, expects, anticipates, estimates, intends, plans, targets, and projects, as well as similar expressions. Such statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. Therefore, we can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by our company or any person that the future events, plans, or expectations contemplated by our company will be achieved.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) competitive pressures among depository and other financial institutions may increase significantly and have an effect on pricing, spending, third-party relationships and revenues; (2) the strength of the United States economy in general and the strength of the local economies in which we conduct operations may be different than expected resulting in, among other things, a deterioration in the credit quality or a reduced demand for credit, including the resultant effect on the companys loan portfolio and allowance for loan losses; (3) the rate of delinquencies and amounts of charge-offs, the level of allowance for loan loss, the rates of loan growth, or adverse changes in asset quality in our loan portfolio, which may result in increased credit risk-related losses and expenses; (4) changes in the U.S. legal and regulatory framework; and (5) adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) could have a negative impact on the company. Additional factors that could cause our results to differ materially from those described in the forward-looking statements can be found in our reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the SEC and available at the SECs Internet site (http://www.sec.gov). All subsequent written and oral forward-looking statements concerning the company or any person acting on its behalf is expressly qualified in its entirety by the cautionary statements above. We do not undertake any obligation to update any forward-looking statement to reflect circumstances or events that occur after the date the forward-looking statements are made.
FINANCIAL CONTACT: MIKE DOWLING 864-679-9070
MEDIA CONTACT: ART SEAVER 864-679-9010
WEB SITE: www.southernfirst.com
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