U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(X) |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2014
OR
( ) |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission file number 0-26016
PALMETTO BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
South Carolina |
74-2235055 |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
306 East North Street, Greenville, South Carolina | 29601 |
(Address of principal executive offices) | (Zip Code) |
(800) 725–2265
(Registrant’s telephone number)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a nonaccelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ ] |
Accelerated filer [ ] |
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Nonaccelerated filer [ ] |
Smaller reporting company [x] |
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Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).
Yes [ ] No [x]
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
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Class |
Outstanding at April 25, 2014 |
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Common stock, $0.01 par value |
12,792,509 |
PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Table of Contents
PART I Financial Information | 1 | |
Item 1. Financial Statements | 1 | |
Consolidated Balance Sheets |
1 | |
Consolidated Statements of Income |
2 | |
Consolidated Statements of Comprehensive Income |
3 | |
Consolidated Statements of Changes in Shareholders' Equity |
4 | |
Consolidated Statements of Cash Flows |
5 | |
Note 1 - Summary of Significant Accounting Policies |
6 | |
Note 2 - Cash and Cash Equivalents |
8 | |
Note 3 - Trading Account Assets |
8 | |
Note 4 - Investment Securities Available for Sale |
9 | |
Note 5 - Loans |
11 | |
Note 6 - Other Loans Held for Sale and Valuation Allowance |
19 | |
Note 7 - Premises and Equipment, net |
20 | |
Note 8 - Long-Lived Assets Held for Sale |
20 | |
Note 9 - Servicing Rights |
20 | |
Note 10 - Foreclosed Real Estate and Repossessed Personal Property |
21 | |
Note 11 - Bank-Owned Life Insurance |
21 | |
Note 12 - Deposits |
22 | |
Note 13 - Borrowings |
22 | |
Note 14 - Shareholders' Equity |
23 | |
Note 15 - Income Taxes |
23 | |
Note 16 - Benefit Plans |
24 | |
Note 17 - Equity-Based Compensation |
26 | |
Note 18 - Average Share Information |
28 | |
Note 19 - Commitments, Guarantees and Other Contingencies |
28 | |
Note 20 - Derivative Financial Instruments and Hedging Activities |
28 | |
Note 21 - Disclosures Regarding Fair Value |
29 | |
Note 22 - Regulatory Capital Requirements and Dividend Restrictions |
31 | |
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 32 | |
Forward-Looking Statements |
32 | |
Criticial Accounting Policies and Estimates |
33 | |
Selected Financial Data |
34 | |
Executive Summary |
35 | |
Financial Condition |
37 | |
Derivative Activities |
50 | |
Liquidity |
50 | |
Quarterly Earnings Review |
52 | |
Recently Issued / Adopted Authoritative Pronouncements |
59 | |
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 60 | |
Item 4. Controls and Procedures | 60 | |
Evaluation of Disclosure Controls and Procedures |
60 | |
Changes in Internal Control over Financial Reporting |
60 | |
PART II Other Information | 61 | |
Item 1. Legal Proceedings | 61 | |
Item 1A. Risk Factors | 61 | |
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 61 | |
Item 3. Defaults Upon Senior Securities | 61 | |
Item 4. Mine Safety Disclosures | 61 | |
Item 5. Other Information | 61 | |
Item 6. Exhibits | 61 | |
SIGNATURES | 62 | |
EXHIBIT INDEX | 63 |
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(dollars in thousands, except per share data)
March 31, 2014 |
December 31, 2013 |
|||||||
Assets |
||||||||
Cash and cash equivalents |
||||||||
Cash and due from banks |
$ | 65,942 | $ | 38,178 | ||||
Total cash and cash equivalents |
65,942 | 38,178 | ||||||
Federal Home Loan Bank stock, at cost |
1,881 | 2,950 | ||||||
Trading account assets, at fair value |
5,247 | 5,118 | ||||||
Investment securities available for sale, at fair value |
208,772 | 214,383 | ||||||
Mortgage loans held for sale |
2,474 | 1,722 | ||||||
Loans, gross |
755,878 | 767,513 | ||||||
Less: allowance for loan losses |
(16,243 | ) | (16,485 | ) | ||||
Loans, net |
739,635 | 751,028 | ||||||
Premises and equipment, net |
22,980 | 23,367 | ||||||
Accrued interest receivable |
3,472 | 3,535 | ||||||
Foreclosed real estate |
7,490 | 7,502 | ||||||
Deferred tax asset, net |
20,546 | 22,087 | ||||||
Bank-owned life insurance |
11,691 | 11,617 | ||||||
Other assets |
9,277 | 8,742 | ||||||
Total assets |
$ | 1,099,407 | $ | 1,090,229 | ||||
Liabilities and shareholders' equity |
||||||||
Liabilities |
||||||||
Deposits |
||||||||
Noninterest-bearing |
$ | 191,474 | $ | 178,075 | ||||
Interest-bearing |
736,559 | 729,285 | ||||||
Total deposits |
928,033 | 907,360 | ||||||
Retail repurchase agreements |
17,319 | 18,175 | ||||||
Federal Home Loan Bank advances |
20,000 | 35,000 | ||||||
Other liabilities |
7,103 | 5,877 | ||||||
Total liabilities |
972,455 | 966,412 | ||||||
Shareholders' equity |
||||||||
Preferred stock - par value $0.01 per share; authorized 2,500,000 shares; none issued and outstanding |
- | - | ||||||
Common stock - par value $0.01 per share; authorized 75,000,000 shares; 12,792,509 and 12,784,605 issued and outstanding at March 31, 2014 and December 31, 2013, respectively |
127 | 127 | ||||||
Capital surplus |
144,876 | 144,624 | ||||||
Accumulated deficit |
(8,613 | ) | (10,641 | ) | ||||
Accumulated other comprehensive loss, net of tax |
(9,438 | ) | (10,293 | ) | ||||
Total shareholders' equity |
126,952 | 123,817 | ||||||
Total liabilities and shareholders' equity |
$ | 1,099,407 | $ | 1,090,229 |
See Notes to Consolidated Financial Statements
PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Income
(dollars in thousands, except per share data)
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Interest income |
||||||||
Interest earned on cash and cash equivalents |
$ | 14 | $ | 35 | ||||
Dividends received on Federal Home Loan Bank stock |
14 | - | ||||||
Interest earned on trading account assets |
46 | - | ||||||
Interest earned on investment securities available for sale |
1,004 | 1,010 | ||||||
Interest and fees earned on loans |
8,998 | 9,819 | ||||||
Total interest income |
10,076 | 10,864 | ||||||
Interest expense |
||||||||
Interest expense on deposits |
127 | 895 | ||||||
Interest expense on Federal Home Loan Bank advances |
16 | - | ||||||
Total interest expense |
143 | 895 | ||||||
Net interest income |
9,933 | 9,969 | ||||||
Provision for loan losses |
- | 350 | ||||||
Net interest income after provision for loan losses |
9,933 | 9,619 | ||||||
Noninterest income |
||||||||
Service charges on deposit accounts, net |
1,562 | 1,554 | ||||||
Fees for trust, investment management and brokerage services |
146 | 769 | ||||||
Mortgage-banking |
461 | 571 | ||||||
Debit card and automatic teller machine income, net |
586 | 499 | ||||||
Bankcard services |
67 | 60 | ||||||
Investment securities gains, net |
85 | - | ||||||
Trading account income, net |
171 | - | ||||||
Other |
288 | 292 | ||||||
Total noninterest income |
3,366 | 3,745 | ||||||
Noninterest expense |
||||||||
Salaries and other personnel |
4,790 | 5,098 | ||||||
Occupancy |
1,097 | 1,067 | ||||||
Furniture and equipment |
1,045 | 900 | ||||||
Professional services |
813 | 427 | ||||||
Federal Deposit Insurance Corporation deposit insurance assessment |
356 | 370 | ||||||
Marketing |
255 | 142 | ||||||
Foreclosed real estate writedowns and expenses |
313 | 452 | ||||||
Loan workout |
131 | 212 | ||||||
Other |
1,289 | 1,707 | ||||||
Total noninterest expense |
10,089 | 10,375 | ||||||
Income before provision for income taxes |
3,210 | 2,989 | ||||||
Provision for income taxes |
1,182 | 813 | ||||||
Net income |
$ | 2,028 | $ | 2,176 | ||||
Common and per share data |
||||||||
Net income - basic |
$ | 0.16 | $ | 0.17 | ||||
Net income - diluted |
0.16 | 0.17 | ||||||
Cash dividends |
- | - | ||||||
Book value |
9.92 | 7.82 | ||||||
Average common shares issued and outstanding |
12,675,257 | 12,650,766 | ||||||
Average diluted common shares issued and outstanding |
12,707,444 | 12,650,766 |
See Notes to Consolidated Financial Statements
PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Comprehensive Income
(in thousands)
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Net income |
$ | 2,028 | $ | 2,176 | ||||
Other comprehensive income (loss), pretax |
||||||||
Investment securities available for sale |
||||||||
Increase (decrease) in net unrealized gains |
1,293 | (1,732 | ) | |||||
Plus: reclassification adjustment of net gains included in net income |
85 | - | ||||||
Increase (decrease) in net unrealized gains on investment securities available for sale |
1,378 | (1,732 | ) | |||||
Other comprehensive income (loss), pretax |
1,378 | (1,732 | ) | |||||
Provision (benefit) for income taxes related to items of other comprehensive income (loss) |
523 | (657 | ) | |||||
Other comprehensive income (loss), net of tax |
855 | (1,075 | ) | |||||
Comprehensive income |
$ | 2,883 | $ | 1,101 |
See Notes to Consolidated Financial Statements
PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Changes in Shareholders' Equity
(dollars in thousands)
Shares of common
stock |
Common stock |
Capital surplus |
Accumulated deficit |
Accumulated other comprehensive loss, net |
Total |
|||||||||||||||||||
Balance, December 31, 2012 |
12,754,045 | $ | 127 | $ | 143,342 | $ | (38,372 | ) | $ | (6,717 | ) | $ | 98,380 | |||||||||||
Net income |
2,176 | 2,176 | ||||||||||||||||||||||
Other comprehensive loss, net of tax |
(1,075 | ) | (1,075 | ) | ||||||||||||||||||||
Compensation expense related to stock options and restricted stock granted under equity award plans |
328 | 328 | ||||||||||||||||||||||
Common stock issued related to restricted stock granted under equity award plans |
8,407 | - | ||||||||||||||||||||||
Balance, March 31, 2013 |
12,762,452 | $ | 127 | $ | 143,670 | $ | (36,196 | ) | $ | (7,792 | ) | $ | 99,809 | |||||||||||
Balance, December 31, 2013 |
12,784,605 | $ | 127 | $ | 144,624 | $ | (10,641 | ) | $ | (10,293 | ) | $ | 123,817 | |||||||||||
Net income |
2,028 | 2,028 | ||||||||||||||||||||||
Other comprehensive income, net of tax |
855 | 855 | ||||||||||||||||||||||
Compensation expense related to stock options and restricted stock granted under equity award plans |
252 | 252 | ||||||||||||||||||||||
Common stock issued related to restricted stock granted under equity award plans |
7,904 | - | ||||||||||||||||||||||
Balance, March 31, 2014 |
12,792,509 | $ | 127 | $ | 144,876 | $ | (8,613 | ) | $ | (9,438 | ) | $ | 126,952 |
See Notes to Consolidated Financial Statements
PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(in thousands)
For the three months ended March 31, |
||||||||
Operating Activities |
2014 |
2013 |
||||||
Net income |
$ | 2,028 | $ | 2,176 | ||||
Adjustments to reconcile net income to net cash provided by operating activities |
||||||||
Depreciation |
593 | 639 | ||||||
Amortization of unearned discounts / premiums on investment securities available for sale, net |
845 | 1,572 | ||||||
Provision for loan losses |
- | 350 | ||||||
Provision for unfunded commitments |
(17 | ) | 242 | |||||
Trading account income, net |
(171 | ) | - | |||||
Reduction in trading account assets, net |
42 | - | ||||||
Net periodic pension expense | 206 | 169 | ||||||
Gain on sales of mortgage loans held for sale, net |
(363 | ) | (549 | ) | ||||
Gain on sales of Small Business Administration loans |
(70 | ) | (173 | ) | ||||
Writedowns and losses on sales of foreclosed real estate, net |
203 | 359 | ||||||
Investment securities gains, net |
(85 | ) | - | |||||
Originations of mortgage loans held for sale |
(12,547 | ) | (19,798 | ) | ||||
Proceeds from sales of mortgage loans held for sale |
12,158 | 19,405 | ||||||
Proceeds from sales of Small Business Administration loans |
1,236 | 1,903 | ||||||
Compensation expense on equity-based awards |
252 | 328 | ||||||
Increase in cash surrender value of bank-owned life insurance |
(74 | ) | - | |||||
Contribution to defined benefit pension plan | - | (163 | ) | |||||
Decrease in interest receivable and other assets, net |
546 | 790 | ||||||
Increase in interest payable and other liabilities, net |
1,037 | 855 | ||||||
Net cash provided by operating activities |
5,819 | 8,105 | ||||||
Investing Activities |
||||||||
Proceeds from sales of investment securities available for sale |
14,956 | - | ||||||
Proceeds from maturities and repayments of investment securities available for sale |
6,273 | 17,760 | ||||||
Purchases of investment securities available for sale |
(15,000 | ) | (22,360 | ) | ||||
Purchases of Federal Home Loan Bank stock |
(225 | ) | - | |||||
Proceeds from redemption of Federal Home Loan Bank stock |
1,294 | 431 | ||||||
Decrease in gross loans, net |
9,772 | 3,813 | ||||||
Proceeds from sales of foreclosed real estate |
264 | 765 | ||||||
Purchases of premises and equipment, net |
(206 | ) | (440 | ) | ||||
Net cash provided by (used for) investing activities |
17,128 | (31 | ) | |||||
Financing Activities |
||||||||
Increase in transaction, money market and savings deposits, net |
30,044 | 24,458 | ||||||
Decrease in time deposits, net |
(9,371 | ) | (75,504 | ) | ||||
Increase (decrease) in retail repurchase agreements, net |
(856 | ) | 2,349 | |||||
Proceeds from Federal Home Loan Bank advances |
20,000 | - | ||||||
Repayment of Federal Home Loan Bank advances |
(35,000 | ) | - | |||||
Net cash provided by (used for) financing activities |
4,817 | (48,697 | ) | |||||
Net change in cash and due from banks |
27,764 | (40,623 | ) | |||||
Cash and due from banks, beginning of period |
38,178 | 101,385 | ||||||
Cash and due from banks, end of period |
$ | 65,942 | $ | 60,762 | ||||
Supplemental cash flow disclosures |
||||||||
Cash paid during the period for: |
||||||||
Interest expense |
$ | 153 | $ | 1,129 | ||||
Income taxes |
970 | - | ||||||
Significant noncash activities |
||||||||
Increase (decrease) in net unrealized gains on investment securities available for sale, net of tax |
855 | (1,075 | ) | |||||
Loans transferred from gross loans to other loans held for sale |
1,166 | 1,730 | ||||||
Loans transferred from gross loans to foreclosed real estate, at fair value |
455 | 1,270 |
See Notes to Consolidated Financial Statements
PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Notes To Consolidated Financial Statements
1. Summary of Significant Accounting Policies
Nature of Operations
Palmetto Bancshares, Inc. (the "Company") is a South Carolina bank holding company organized in 1982 and headquartered in Greenville, South Carolina. The Company serves as the bank holding company for The Palmetto Bank (the “Bank”), which began operations in 1906. Also headquartered in Greenville, South Carolina, The Palmetto Bank is the third largest banking institution headquartered in South Carolina. The Palmetto Bank serves the Upstate of South Carolina through 25 branch locations in nine counties along the economically attractive I-85 corridor, as well as 24/7/365 service through online and mobile banking and automatic teller machines. Through its Retail, Commercial and Wealth Management lines of business, the Bank specializes in providing financial solutions to consumers and small to mid-size businesses with deposit and cash management products, loans (including consumer, mortgage, credit card, automobile, Small Business Administration (“SBA”), commercial and corporate), lines of credit, trust, brokerage, private banking, financial planning and insurance.
Principles of Consolidation / Basis of Presentation
The accompanying Consolidated Financial Statements include the accounts of Palmetto Bancshares, Inc., the Bank and subsidiaries of the Bank (also collectively referred to as the “Company,” “we,” “us” or “our”). In management’s opinion, all significant intercompany accounts and transactions have been eliminated in consolidation, and all adjustments necessary for a fair presentation of the financial condition and results of operations for the periods presented have been included. Any such adjustments are of a normal and recurring nature. Assets held by the Company in a fiduciary or agency capacity for clients are not included in the Company’s Consolidated Financial Statements because those items do not represent assets of the Company. The accounting and financial reporting policies of the Company conform, in all material respects, to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the financial services industry.
The Consolidated Financial Statements at and for the three months ended March 31, 2014 and 2013 contained in this Quarterly Report on Form 10-Q have not been audited by our independent registered public accounting firm. The Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q adopted by the Securities and Exchange Commission (the “SEC”). Accordingly, the Consolidated Financial Statements do not include all of the information and footnotes required by GAAP for complete financial statements and should be read in conjunction with the Consolidated Financial Statements and notes thereto for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the SEC on March 5, 2014 (the “2013 Annual Report on Form 10-K”).
Subsequent Events
Subsequent events are events or transactions that occur after the balance sheet date but before financial statements are issued. Recognized subsequent events are events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet including the estimates inherent in the process of preparing financial statements. Unrecognized subsequent events are events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after that date. The Company has reviewed events occurring through the issuance date of the Consolidated Financial Statements and no subsequent events have occurred requiring accrual or disclosure in these financial statements other than those included in this Quarterly Report on Form 10-Q.
Business Segments
Operating segments are components of an enterprise about which separate financial information is available and evaluated regularly by the Company’s chief operating decision makers in deciding how to allocate resources and assess performance. Public enterprises are required to report a measure of segment profit or loss, certain specific revenue and expense items for each segment, segment assets and information about the way that the operating segments were determined, among other items.
The Company considers business segments by analyzing distinguishable components that are engaged in providing individual products, services or groups of related products or services and that are subject to risks and returns that are different from those of other business segments. When determining whether products and services are related, the Company considers the nature of the products or services, the nature of the production processes, the type or class of client for which the products or services are designed and the methods used to distribute the products or provide the services.
For the past several years, we have been realigning our organizational structure and more specifically delineating our businesess for improved accountability and go-to-market strategies. The Company has limited financial information for these businesses, and we do not yet have financial information that meets the criteria to be considered reportable segments. Accordingly, at March 31, 2014, the Company had one reportable business segment, banking.
Use of Estimates
In preparing the Consolidated Financial Statements, the Company’s management makes estimates and assumptions that impact the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates and for the periods indicated in the Consolidated Financial Statements. Actual results could differ from these estimates and assumptions. Therefore, the results of operations for the three months ended March 31, 2014 are not necessarily indicative of the results of operations that may be expected in future periods.
Reclassifications
Certain amounts previously presented in our Consolidated Financial Statements for prior periods have been reclassified to conform to current classifications. All such reclassifications had no impact on the prior periods’ net income, comprehensive income or shareholders’ equity as previously reported.
Recently Adopted Authoritative Pronouncements
In May 2013, the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission issued its updated Internal Control–Integrated Framework and related illustrative documents. The updated framework was written to reflect the changes in business in the two decades since the first version was released in 1992. The Company transitioned from the 1992 framework to the 2013 framework during the first quarter 2014.
In July 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2013-11 Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (“ASU 2013-11”) to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists thereby reducing diversity in practice. The amendments in ASU 2013-11 became effective for the Company on January 1, 2014 and did not have a material impact on the Company’s financial position, results of operations or cash flows.
In January 2014, the FASB issued ASU 2014-04 Receivables—Troubled Debt Restructurings by Creditors (Topic 310): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure (“ASU 2014-04”) 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. ASU 2014-04 became effective for the Company on January 1, 2014 and did not have a material impact on the Company’s financial position, results of operations or cash flows.
Recently Issued Authoritative Pronouncements
In January 2014, the FASB issued ASU 2014-01, Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects (a Consensus of the FASB Emerging Issues Task Force) (“ASU 2014-01”) to modify the criteria an entity must meet to account for a low-income housing tax credit investment by using the measurement and presentation alternative in Accounting Standards Codification (“ASC”) 323-740. This method permits an investment’s performance to be presented net of the related tax benefits as part of income tax expense. ASU 2014-01 is likely to increase the number of low-income housing tax credit investments that would qualify for this method. The new guidance also simplifies the amortization method an entity uses when it qualifies for and elects to apply the accounting permitted under ASC 323-740 by establishing a proportional-amortization method that replaces the effective-yield method previously required. The amendments should be applied retrospectively to all periods presented and are effective for public entities for annual periods, and interim reporting periods within those annual periods, beginning after December 15, 2014. The Company does not expect the adoption of ASU 2014-01 to have a material impact on its financial position, results of operations or cash flows.
Other accounting standards that have been recently issued 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.
2. Cash and Cash Equivalents
Required Reserve Balances
The Federal Reserve Act requires each depository institution to maintain cash reserves against certain liabilities. The Bank reports these liabilities to the Board of Governors of the Federal Reserve System (the “Federal Reserve”) on a weekly basis and maintains reserves on these liabilities with a 30-day lag. As of March 31, 2014, after taking into consideration the Bank’s levels of vault cash, reserves of $1.5 million were maintained with the Federal Reserve.
Concentrations and Restrictions
In an effort to manage counterparty risk, the Company generally does not sell federal funds to other financial institutions. Federal funds are essentially uncollateralized overnight loans. The Company regularly evaluates the risk associated with the counterparties to these potential transactions to ensure that it would not be exposed to any significant risks with regard to cash and cash equivalent balances if it were to sell federal funds.
Restricted cash and cash equivalents pledged as collateral relative to public funds and other agreements totaled $250 thousand and $706 thousand at March 31, 2014 and December 31, 2013, respectively.
3. Trading Account Assets
The following table summarizes the components of trading account assets at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Municipal bonds |
$ | 4,815 | $ | 3,771 | ||||
Insured bank deposits |
432 | 1,347 | ||||||
Total trading account assets |
$ | 5,247 | $ | 5,118 |
The following table summarizes net realized gains and the change in fair value relative to trading account assets included in the Consolidated Statement of Income for the three months ended March 31, 2014 (in thousands). The investment in the trading account was made in September 2013; accordingly, there is no data to report for the three months ended March 31, 2013.
Municipal bonds |
||||
Realized gains, net |
$ | 178 | ||
Unrealized losses, net due to changes in fair value relative to assets held at end of period |
(7 | ) | ||
Total trading account income, net |
$ | 171 |
Trading account assets may not be withdrawn from the account until September 2014.
Ratings
The following tables summarize Moody’s and Standard and Poor’s ratings of municipal bond trading account assets, based on fair value, at March 31, 2014.
Moody's ratings |
Standard and Poor's Ratings |
||||||||
Aaa |
5 |
% |
AAA | 13 | % | ||||
Aa1 - Aa3 |
43 | AA+ - AA- | 50 | ||||||
A1 - A3 |
29 | A+ - A- | 18 | ||||||
Not rated |
23 | BBB+ - BBB | 1 | ||||||
Total |
100 |
% |
Not rated | 18 | |||||
Total | 100 | % |
All municipal bond trading account assets were rated by either Moody’s or Standard and Poor’s at March 31, 2014.
4. Investment Securities Available for Sale
The following tables summarize the amortized cost, gross unrealized gains and losses included in accumulated other comprehensive loss and fair values of investment securities available for sale at the dates indicated (in thousands).
March 31, 2014 |
||||||||||||||||
Amortized cost |
Gross unrealized gains |
Gross unrealized losses |
Fair value |
|||||||||||||
U.S. agency |
$ | 1,940 | $ | 3 | $ | - | $ | 1,943 | ||||||||
State and municipal |
7,247 | 98 | (49 | ) | 7,296 | |||||||||||
Collateralized mortgage obligations (federal agencies) |
89,979 | 27 | (3,139 | ) | 86,867 | |||||||||||
Other mortgage-backed (federal agencies) |
77,459 | 193 | (623 | ) | 77,029 | |||||||||||
SBA loan-backed (federal agency) |
35,589 | 170 | (122 | ) | 35,637 | |||||||||||
Total investment securities available for sale |
$ | 212,214 | $ | 491 | $ | (3,933 | ) | $ | 208,772 |
December 31, 2013 |
||||||||||||||||
Amortized cost |
Gross unrealized gains |
Gross unrealized losses |
Fair value |
|||||||||||||
State and municipal |
$ | 7,393 | $ | 138 | $ | (71 | ) | $ | 7,460 | |||||||
Collateralized mortgage obligations (federal agencies) |
97,303 | 30 | (4,201 | ) | 93,132 | |||||||||||
Other mortgage-backed (federal agencies) |
76,852 | 95 | (927 | ) | 76,020 | |||||||||||
SBA loan-backed (federal agency) |
37,655 | 258 | (142 | ) | 37,771 | |||||||||||
Total investment securities available for sale |
$ | 219,203 | $ | 521 | $ | (5,341 | ) | $ | 214,383 |
The following tables summarize securities in each category of investment securities available for sale that were in an unrealized loss position at the dates indicated (dollars in thousands).
March 31, 2014 |
||||||||||||||||||||||||||||||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||||||||||||||
# |
Fair value |
Gross unrealized losses |
# |
Fair value |
Gross unrealized losses |
# |
Fair value |
Gross unrealized losses |
||||||||||||||||||||||||||||
U.S. agency |
- | $ | - | $ | - | - | $ | - | $ | - | - | $ | - | $ | - | |||||||||||||||||||||
State and municipal |
1 | 1,030 | 49 | - | - | - | 1 | 1,030 | 49 | |||||||||||||||||||||||||||
Collateralized mortgage obligations (federal agencies) |
7 | 33,068 | 780 | 13 | 47,898 | 2,359 | 20 | 80,966 | 3,139 | |||||||||||||||||||||||||||
Other mortgage-backed (federal agencies) |
17 | 36,702 | 503 | 1 | 1,536 | 120 | 18 | 38,238 | 623 | |||||||||||||||||||||||||||
SBA loan-backed (federal agency) |
5 | 17,838 | 49 | 3 | 5,146 | 73 | 8 | 22,984 | 122 | |||||||||||||||||||||||||||
Total |
30 | $ | 88,638 | $ | 1,381 | 17 | $ | 54,580 | $ | 2,552 | 47 | $ | 143,218 | $ | 3,933 |
December 31, 2013 |
||||||||||||||||||||||||||||||||||||
Less than 12 months |
12 months or longer |
Total |
||||||||||||||||||||||||||||||||||
# |
Fair value |
Gross unrealized losses |
# |
Fair value |
Gross unrealized losses |
# |
Fair value |
Gross unrealized losses |
||||||||||||||||||||||||||||
State and municipal |
1 | $ | 1,010 | $ | 71 | - | $ | - | $ | - | 1 | $ | 1,010 | $ | 71 | |||||||||||||||||||||
Collateralized mortgage obligations (federal agencies) |
14 | 62,251 | 2,863 | 9 | 29,123 | 1,338 | 23 | 91,374 | 4,201 | |||||||||||||||||||||||||||
Other mortgage-backed (federal agencies) |
20 | 64,428 | 774 | 1 | 1,517 | 153 | 21 | 65,945 | 927 | |||||||||||||||||||||||||||
SBA loan-backed (federal agency) |
4 | 14,468 | 73 | 3 | 5,306 | 69 | 7 | 19,774 | 142 | |||||||||||||||||||||||||||
Total |
39 | $ | 142,157 | $ | 3,781 | 13 | $ | 35,946 | $ | 1,560 | 52 | $ | 178,103 | $ | 5,341 |
Other-Than-Temporary Impairment
Based on the Company’s other-than-temporary impairment analysis at March 31, 2014, the Company concluded that gross unrealized losses detailed in the preceding table were due to changes in market interest rates and were not other-than-temporarily impaired as of that date.
Ratings
The following table summarizes Moody’s ratings of investment securities available for sale, based on fair value, at March 31, 2014.
U.S. agency |
State and municipal |
Collateralized mortgage obligations
(federal agencies) |
Other mortgage-backed
(federal agencies) |
SBA loan-backed
(federal agency) |
||||||||||||||||
Aaa |
100 |
% |
- |
% |
100 |
% |
100 |
% |
100 | |||||||||||
Aa1 - A2 |
- | 77 | - | - | - | |||||||||||||||
Baa1 |
- | 6 | - | - | - | |||||||||||||||
Not rated |
- | 17 | - | - | - | |||||||||||||||
Total |
100 |
% |
100 |
% |
100 |
% |
100 |
% |
100 |
The following table summarizes Standard and Poor’s ratings of investment securities available for sale, based on fair value, at March 31, 2014.
U.S. agency |
State and municipal |
Collateralized mortgage obligations (federal agencies) |
Other mortgage-backed (federal agencies) |
SBA loan-backed (federal agency) |
||||||||||||||||
Aaa |
- |
% |
- |
% |
- |
% |
- |
% |
- |
% | ||||||||||
Aa+ |
100 | 15 | 100 | 100 | 100 | |||||||||||||||
Aa - Aa- |
- | 30 | - | - | - | |||||||||||||||
Not rated |
- | 55 | - | - | - | |||||||||||||||
Total |
100 |
% |
100 |
% |
100 |
% |
100 |
% |
100 |
% |
All state and municipal securities were rated by either Moody’s or Standard and Poor’s at March 31, 2014.
Maturities
The following table summarizes the amortized cost and fair value of investment securities available for sale at March 31, 2014 by contractual maturity and estimated principal repayment distribution (in thousands). United States (“U.S.”) agency and state and municipal securities are organized based on contractual maturity. Principal amounts on collateralized mortgage obligations, other mortgage-backed securities and SBA loan-backed securities are not due at a single maturity date and are subject to early repayment based on prepayment activity of underlying loans. Therefore, collateralized mortgage obligations, other mortgage-backed securities and SBA loan-backed securities are organized based on estimated cash flows using current prepayment assumptions.
Amortized cost |
Fair value |
|||||||
Due in one year or less |
$ | - | $ | - | ||||
Due after one year through five years |
- | - | ||||||
Due after five years through ten years |
1,940 | 1,943 | ||||||
Due after ten years |
- | - | ||||||
U.S. agency |
1,940 | 1,943 | ||||||
Due in one year or less |
3,112 | 3,137 | ||||||
Due after one year through five years |
1,971 | 2,043 | ||||||
Due after five years through ten years |
2,164 | 2,116 | ||||||
Due after ten years |
- | - | ||||||
State and municipal |
7,247 | 7,296 | ||||||
Due in one year or less |
2,038 | 2,041 | ||||||
Due after one year through five years |
8,242 | 8,073 | ||||||
Due after five years through ten years |
79,699 | 76,753 | ||||||
Due after ten years |
- | - | ||||||
Collateralized mortgage obligations (federal agencies) |
89,979 | 86,867 | ||||||
Due in one year or less |
773 | 773 | ||||||
Due after one year through five years |
35,621 | 35,768 | ||||||
Due after five years through ten years |
16,712 | 16,392 | ||||||
Due after ten years |
24,353 | 24,096 | ||||||
Other mortgage-backed (federal agencies) |
77,459 | 77,029 | ||||||
Due in one year or less |
- | - | ||||||
Due after one year through five years |
24,505 | 24,429 | ||||||
Due after five years through ten years |
- | - | ||||||
Due after ten years |
11,084 | 11,208 | ||||||
SBA loan-backed (federal agency) |
35,589 | 35,637 | ||||||
Due in one year or less |
5,923 | 5,951 | ||||||
Due after one year through five years |
70,339 | 70,313 | ||||||
Due after five years through ten years |
100,515 | 97,204 | ||||||
Due after ten years |
35,437 | 35,304 | ||||||
Total investment securities available for sale |
$ | 212,214 | $ | 208,772 |
Pledged
Investment securities were pledged as collateral for the following purposes at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Public funds deposits |
$ | 84,368 | $ | 75,718 | ||||
Retail repurchase agreements |
27,044 | 25,626 | ||||||
Federal Reserve line of credit |
1,461 | 1,459 | ||||||
Correspondent bank lines of credit |
16,041 | 16,788 | ||||||
Total investment securities available for sale pledged |
$ | 128,914 | $ | 119,591 |
Realized Gains and Losses
The following table summarizes the gross realized gains and losses from sales of investment securities available for sale for the periods indicated (in thousands).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Realized gains |
$ | 125 | $ | - | ||||
Realized losses |
(40 | ) | - | |||||
Total investment securities gains, net |
$ | 85 | $ | - |
5. Loans
In the tables below, loan classes are based on the Federal Deposit Insurance Corporation’s (“FDIC”) classification code, and portfolio segments are an aggregation of those classes based on the methodology used to develop and document the allowance for loan losses. FDIC classification codes are based on the underlying loan collateral.
Composition
The following table summarizes gross loans, categorized by portfolio segment, at the dates indicated (dollars in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||||||||||
Total |
% of total |
Total |
% of total |
|||||||||||||
Commercial real estate |
$ | 445,153 | 58.9 |
% |
$ | 455,452 | 59.4 |
% | ||||||||
Single-family residential |
176,454 | 23.3 | 178,125 | 23.2 | ||||||||||||
Commercial and industrial |
72,477 | 9.6 | 73,078 | 9.5 | ||||||||||||
Consumer |
51,319 | 6.8 | 50,099 | 6.5 | ||||||||||||
Other |
10,475 | 1.4 | 10,759 | 1.4 | ||||||||||||
Loans, gross |
$ | 755,878 | 100.0 |
% |
$ | 767,513 | 100.0 |
% |
Residential mortgage loans serviced for the benefit of others amounted to $385.9 million and $384.5 million at March 31, 2014 and December 31, 2013, respectively, and are excluded from the Consolidated Balance Sheets since they are not owned by the Company.
Loans included in the preceding table are net of unearned income, charge-offs and unamortized deferred fees and direct loan origination costs. Net unearned income and deferred fees totaled $593 thousand and $643 thousand at March 31, 2014 and December 31, 2013, respectively.
Pledged
To borrow from the Federal Home Loan Bank (“FHLB”) and cover the various Federal Reserve services that are available for use by the Bank, members must pledge collateral. Acceptable collateral includes, among other types of collateral, a variety of loans including residential, multifamily, home equity lines and second mortgages as well as qualifying commercial loans. At March 31, 2014 and December 31, 2013, $189.4 million and $205.2 million of gross loans, respectively, were pledged to collateralize FHLB advances of which $85.8 million and $90.2 million, respectively, were available as lendable collateral.
At March 31, 2014 and December 31, 2013, loans totaling $749 thousand and $794 thousand, respectively, were pledged as collateral to cover the various Federal Reserve services that are available for use by the Bank of which $643 thousand and $651 thousand, respectively, were available as lendable collateral.
Concentrations
The following table summarizes loans secured by commercial real estate, categorized by class, at March 31, 2014 (dollars in thousands).
Total commercial real estate loans |
% of gross loans |
% of Bank's total regulatory capital |
||||||||||
Secured by commercial real estate |
||||||||||||
Construction, land development and other land loans |
$ | 74,373 | 9.9 |
% |
55.7 |
% | ||||||
Multifamily residential |
9,983 | 1.3 | 7.5 | |||||||||
Nonfarm nonresidential |
360,797 | 47.7 | 270.5 | |||||||||
Total loans secured by commercial real estate |
$ | 445,153 | 58.9 |
% |
333.7 |
% |
The following table further categorizes loans secured by commercial real estate at March 31, 2014 (dollars in thousands).
Total commercial real estate loans |
% of gross loans |
% of Bank's total regulatory capital |
||||||||||
Development commercial real estate loans |
||||||||||||
Secured by: |
||||||||||||
Land - unimproved (commercial or residential) |
$ | 18,750 | 2.5 |
% |
14.1 |
% | ||||||
Land development - commercial |
7,376 | 1.0 | 5.5 | |||||||||
Land development - residential |
8,071 | 1.1 | 6.1 | |||||||||
Commercial construction: |
||||||||||||
Retail |
1,657 | 0.2 | 1.2 | |||||||||
Office |
5,840 | 0.8 | 4.4 | |||||||||
Multifamily |
8,689 | 1.1 | 6.5 | |||||||||
Industrial and warehouse |
668 | 0.1 | 0.5 | |||||||||
Miscellaneous commercial |
7,766 | 1.0 | 5.8 | |||||||||
Total development commercial real estate loans |
58,817 | 7.8 | 44.1 | |||||||||
Existing and other commercial real estate loans |
||||||||||||
Secured by: |
||||||||||||
Hotel / motel |
53,843 | 7.1 | 40.4 | |||||||||
Retail |
23,737 | 3.1 | 17.8 | |||||||||
Office |
9,546 | 1.3 | 7.2 | |||||||||
Multifamily |
9,983 | 1.3 | 7.5 | |||||||||
Industrial and warehouse |
6,044 | 0.8 | 4.5 | |||||||||
Healthcare |
13,728 | 1.8 | 10.3 | |||||||||
Miscellaneous commercial |
104,775 | 13.9 | 78.5 | |||||||||
Total existing and other commercial real estate loans |
221,656 | 29.3 | 166.2 | |||||||||
Commercial real estate owner-occupied and residential loans |
||||||||||||
Secured by: |
||||||||||||
Commercial - owner-occupied |
149,124 | 19.7 | 111.8 | |||||||||
Commercial construction - owner-occupied |
6,861 | 0.9 | 5.1 | |||||||||
Residential construction - contract |
8,695 | 1.2 | 6.5 | |||||||||
Total commercial real estate owner-occupied and residential loans |
164,680 | 21.8 | 123.4 | |||||||||
Total loans secured by commercial real estate |
$ | 445,153 | 58.9 |
% |
333.7 |
% |
Asset Quality
The following table summarizes various internal credit-quality indicators of gross loans, by class, at March 31, 2014 (in thousands).
Construction, land development and other land loans |
Multifamily residential |
Nonfarm nonresidential |
Total commercial real estate |
|||||||||||||
Grade 1 |
$ | - | $ | - | $ | - | $ | - | ||||||||
Grade 2 |
- | - | - | - | ||||||||||||
Grade 3 |
10,206 | 163 | 67,597 | 77,966 | ||||||||||||
Grade 4 |
36,364 | 1,581 | 168,340 | 206,285 | ||||||||||||
Grade W |
5,134 | 8,059 | 76,633 | 89,826 | ||||||||||||
Grade 5 |
2,158 | - | 20,418 | 22,576 | ||||||||||||
Grade 6 |
3,677 | 180 | 26,210 | 30,067 | ||||||||||||
Grade 7 |
803 | - | 1,599 | 2,402 | ||||||||||||
Not risk rated* |
16,031 | - | - | 16,031 | ||||||||||||
Total |
$ | 74,373 | $ | 9,983 | $ | 360,797 | $ | 445,153 |
*Consumer real estate loans, included within construction, land development and other land loans, are not risk rated in accordance with the Company's policy.
Commercial and industrial |
||||
Grade 1 |
$ | 817 | ||
Grade 2 |
1,589 | |||
Grade 3 |
9,986 | |||
Grade 4 |
49,225 | |||
Grade W |
5,351 | |||
Grade 5 |
1,195 | |||
Grade 6 |
3,899 | |||
Grade 7 |
415 | |||
Not risk rated |
- | |||
Total |
$ | 72,477 |
Single-family residential revolving, open-end loans |
Single-family residential closed- end, first lien |
Single-family residential closed- end, junior lien |
Total single-family residential loans |
|||||||||||||
Performing |
$ | 70,756 | $ | 99,686 | $ | 3,653 | $ | 174,095 | ||||||||
Nonperforming |
564 | 1,686 | 109 | 2,359 | ||||||||||||
Total |
$ | 71,320 | $ | 101,372 | $ | 3,762 | $ | 176,454 |
Indirect automobile |
All other consumer |
Total consumer |
||||||||||
Performing |
$ | 39,953 | $ | 11,213 | $ | 51,166 | ||||||
Nonperforming |
136 | 17 | 153 | |||||||||
Total |
$ | 40,089 | $ | 11,230 | $ | 51,319 |
Other |
||||
Performing |
$ | 10,475 | ||
Nonperforming |
- | |||
Total |
$ | 10,475 |
The following table summarizes various internal credit-quality indicators of gross loans, by class, at December 31, 2013 (in thousands).
Construction, land development and other land loans |
Multifamily residential |
Nonfarm nonresidential |
Total commercial real estate |
|||||||||||||
Grade 1 |
$ | - | $ | - | $ | - | $ | - | ||||||||
Grade 2 |
- | - | - | - | ||||||||||||
Grade 3 |
10,025 | 259 | 69,954 | 80,238 | ||||||||||||
Grade 4 |
34,654 | 887 | 171,585 | 207,126 | ||||||||||||
Grade W |
8,679 | 9,079 | 83,843 | 101,601 | ||||||||||||
Grade 5 |
2,202 | - | 16,727 | 18,929 | ||||||||||||
Grade 6 |
4,400 | 181 | 24,352 | 28,933 | ||||||||||||
Grade 7 |
803 | - | 1,604 | 2,407 | ||||||||||||
Not risk rated* |
15,795 | 11 | 412 | 16,218 | ||||||||||||
Total |
$ | 76,558 | $ | 10,417 | $ | 368,477 | $ | 455,452 |
*Consumer real estate loans, included within construction, land development and other land loans, are not risk rated in accordance with the Company's policy.
Commercial and industrial |
||||
Grade 1 |
$ | 879 | ||
Grade 2 |
1,186 | |||
Grade 3 |
8,830 | |||
Grade 4 |
51,167 | |||
Grade W |
5,151 | |||
Grade 5 |
2,361 | |||
Grade 6 |
2,923 | |||
Grade 7 |
494 | |||
Not risk rated |
87 | |||
Total |
$ | 73,078 |
Single-family residential revolving, open-end loans |
Single-family residential closed- end, first lien |
Single-family residential closed- end, junior lien |
Total single-family residential loans |
|||||||||||||
Performing |
$ | 69,121 | $ | 101,100 | $ | 3,802 | $ | 174,023 | ||||||||
Nonperforming |
797 | 3,176 | 129 | 4,102 | ||||||||||||
Total |
$ | 69,918 | $ | 104,276 | $ | 3,931 | $ | 178,125 |
Indirect automobile |
All other consumer |
Total consumer |
||||||||||
Performing |
$ | 38,514 | $ | 11,349 | $ | 49,863 | ||||||
Nonperforming |
210 | 26 | 236 | |||||||||
Total |
$ | 38,724 | $ | 11,375 | $ | 50,099 |
Other |
||||
Performing |
$ | 10,759 | ||
Nonperforming |
- | |||
Total |
$ | 10,759 |
The following table summarizes delinquencies, by class, at March 31, 2014 (in thousands).
30-89 days past due and still accruing |
Greater than 90 days past due and not accruing (nonaccrual) |
Total past due |
Current |
Loans, gross |
||||||||||||||||
Construction, land development and other land loans |
$ | 322 | $ | 3,197 | $ | 3,519 | $ | 70,854 | $ | 74,373 | ||||||||||
Multifamily residential |
- | 180 | 180 | 9,803 | 9,983 | |||||||||||||||
Nonfarm nonresidential |
4,032 | 5,382 | 9,414 | 351,383 | 360,797 | |||||||||||||||
Total commercial real estate |
4,354 | 8,759 | 13,113 | 432,040 | 445,153 | |||||||||||||||
Single-family real estate, revolving, open-end loans |
317 | 564 | 881 | 70,439 | 71,320 | |||||||||||||||
Single-family real estate, closed-end, first lien |
929 | 2,686 | 3,615 | 97,757 | 101,372 | |||||||||||||||
Single-family real estate, closed-end, junior lien |
27 | 109 | 136 | 3,626 | 3,762 | |||||||||||||||
Total single-family residential |
1,273 | 3,359 | 4,632 | 171,822 | 176,454 | |||||||||||||||
Commercial and industrial |
177 | 1,764 | 1,941 | 70,536 | 72,477 | |||||||||||||||
Indirect automobile |
253 | 136 | 389 | 39,700 | 40,089 | |||||||||||||||
All other consumer |
58 | 17 | 75 | 11,155 | 11,230 | |||||||||||||||
Total consumer |
311 | 153 | 464 | 50,855 | 51,319 | |||||||||||||||
Farmland |
- | - | - | 3,341 | 3,341 | |||||||||||||||
Obligations of states and political subdivisions of the U.S. |
- | - | - | 478 | 478 | |||||||||||||||
Other |
- | - | - | 6,656 | 6,656 | |||||||||||||||
Total other |
- | - | - | 10,475 | 10,475 | |||||||||||||||
Loans, gross |
$ | 6,115 | $ | 14,035 | $ | 20,150 | $ | 735,728 | $ | 755,878 |
Additional interest income of $169 thousand would have been reported during the three months ended March 31, 2014 had loans classified as nonaccrual during the period performed in accordance with their current contractual terms. This interest income was not recorded in the Company's Consolidated Statements of Income.
The following table summarizes delinquencies, by class, at December 31, 2013 (in thousands).
30-89 days past due and still accruing |
Greater than 90 days past due and not accruing (nonaccrual) |
Total past due |
Current |
Loans, gross |
||||||||||||||||
Construction, land development and other land loans |
$ | 82 | $ | 3,872 | $ | 3,954 | $ | 72,604 | $ | 76,558 | ||||||||||
Multifamily residential |
- | 181 | 181 | 10,236 | 10,417 | |||||||||||||||
Nonfarm nonresidential |
1,199 | 4,832 | 6,031 | 362,446 | 368,477 | |||||||||||||||
Total commercial real estate |
1,281 | 8,885 | 10,166 | 445,286 | 455,452 | |||||||||||||||
Single-family real estate, revolving, open-end loans |
148 | 797 | 945 | 68,973 | 69,918 | |||||||||||||||
Single-family real estate, closed-end, first lien |
1,091 | 3,176 | 4,267 | 100,009 | 104,276 | |||||||||||||||
Single-family real estate, closed-end, junior lien |
41 | 129 | 170 | 3,761 | 3,931 | |||||||||||||||
Total single-family residential |
1,280 | 4,102 | 5,382 | 172,743 | 178,125 | |||||||||||||||
Commercial and industrial |
306 | 1,885 | 2,191 | 70,887 | 73,078 | |||||||||||||||
Indirect automobile |
294 | 210 | 504 | 38,220 | 38,724 | |||||||||||||||
All other consumer |
41 | 26 | 67 | 11,308 | 11,375 | |||||||||||||||
Total consumer |
335 | 236 | 571 | 49,528 | 50,099 | |||||||||||||||
Farmland |
- | - | - | 3,394 | 3,394 | |||||||||||||||
Obligations of states and political subdivisions of the U.S. |
- | - | - | 497 | 497 | |||||||||||||||
Other |
- | - | - | 6,868 | 6,868 | |||||||||||||||
Total other |
- | - | - | 10,759 | 10,759 | |||||||||||||||
Loans, gross |
$ | 3,202 | $ | 15,108 | $ | 18,310 | $ | 749,203 | $ | 767,513 |
Troubled Debt Restructurings. The following table summarizes the carrying balance of troubled debt restructurings at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Performing |
$ | 25,662 | $ | 26,744 | ||||
Nonperforming |
1,942 | 2,184 | ||||||
Total troubled debt restructurings |
$ | 27,604 | $ | 28,928 |
Loans classified as troubled debt restructurings may be removed from this status for disclosure purposes after a specified period of time if the restructured agreement specifies an interest rate equal to or greater than the rate that the lender was willing to accept at the time of the restructuring for a new loan with comparable risk, and the loan is performing in accordance with the terms specified by the restructured agreement. The following table summarizes troubled debt restructurings removed from this classification during the periods indicated (dollars in thousands).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Carrying balance |
$ | 956 | $ | 5,842 | ||||
Count |
3 | 8 |
The following table summarizes, by class, loans that were modified resulting in troubled debt restructurings during the periods indicated (dollars in thousands).
For the three months ended March 31, |
||||||||||||||||||||||||
2014 |
2013 |
|||||||||||||||||||||||
Number of loans |
Pre- modification outstanding recorded investment |
Post- modification outstanding recorded investment |
Number of loans |
Pre- modification outstanding recorded investment |
Post- modification outstanding recorded investment |
|||||||||||||||||||
Construction, land development and other land loans |
- | $ | - | $ | - | 1 | $ | 60 | $ | 60 | ||||||||||||||
Loans, gross |
- | $ | - | $ | - | 1 | $ | 60 | $ | 60 |
The following table summarizes, by type of concession, loans that were modified resulting in troubled debt restructurings during the periods indicated (dollars in thousands).
For the three months ended March 31, |
||||||||||||||||||||||||
2014 |
2013 |
|||||||||||||||||||||||
Number of loans |
Pre- modification outstanding recorded investment |
Post- modification outstanding recorded investment |
Number of loans |
Pre- modification outstanding recorded investment |
Post- modification outstanding recorded investment |
|||||||||||||||||||
Rate concession |
- | $ | - | $ | - | 1 | $ | 60 | $ | 60 | ||||||||||||||
Loans, gross |
- | $ | - | $ | - | 1 | $ | 60 | $ | 60 |
The following table summarizes, by class, loans that were modified resulting in troubled debt restructurings within the previous 12-month period for which there was a payment default during the periods indicated (dollars in thousands).
For the three months ended March 31, |
||||||||||||||||
2014 |
2013 |
|||||||||||||||
Number of loans |
Recorded investment |
Number of loans |
Recorded investment |
|||||||||||||
Nonfarm nonresidential |
2 | $ | 2,597 | - | $ | - | ||||||||||
Loans, gross |
2 | $ | 2,597 | - | $ | - |
Impaired Loans. The following tables summarize the composition of impaired loans at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Performing troubled debt restructured loans |
$ | 25,662 | $ | 26,744 | ||||
Nonperforming troubled debt restructured loans |
1,942 | 2,184 | ||||||
Nonperforming other loans |
6,048 | 6,580 | ||||||
Performing other loans |
9,730 | 9,187 | ||||||
Total impaired loans |
$ | 43,382 | $ | 44,695 |
The following table summarizes the composition of and information relative to impaired loans, by class, at March 31, 2014 (in thousands).
Loans, gross |
||||||||||||||
Recorded investment |
Unpaid principal balance |
Related allowance |
||||||||||||
With no related allowance recorded: |
||||||||||||||
Construction, land development and other land loans |
$ | 2,757 | $ | 6,016 | ||||||||||
Multifamily residential |
180 | 239 | ||||||||||||
Nonfarm nonresidential |
20,132 | 24,940 | ||||||||||||
Total commercial real estate |
23,069 | 31,195 | ||||||||||||
Single-family real estate, revolving, open-end loans |
- | - | ||||||||||||
Single-family real estate, closed-end, first lien |
921 | 5,208 | ||||||||||||
Single-family real estate, closed-end, junior lien |
27 | 27 | ||||||||||||
Total single-family residential |
948 | 5,235 | ||||||||||||
Commercial and industrial |
735 | 1,132 | ||||||||||||
Consumer |
6 | 15 | ||||||||||||
Total impaired loans with no related allowance recorded |
$ | 24,758 | $ | 37,577 | ||||||||||
With an allowance recorded: |
||||||||||||||
Construction, land development and other land loans |
$ | 259 | $ | 259 | $ | 68 | ||||||||
Multifamily residential |
- | - | - | |||||||||||
Nonfarm nonresidential |
15,883 | 17,338 | 1,770 | |||||||||||
Total commercial real estate |
16,142 | 17,597 | 1,838 | |||||||||||
Single-family real estate, revolving, open-end loans |
404 | 404 | - | |||||||||||
Single-family real estate, closed-end, first lien |
253 | 253 | 13 | |||||||||||
Single-family real estate, closed-end, junior lien |
167 | 167 | 138 | |||||||||||
Total single-family residential |
824 | 824 | 151 | |||||||||||
Commercial and industrial |
1,641 | 2,941 | 478 | |||||||||||
Consumer |
17 | 17 | 3 | |||||||||||
Total impaired loans with an allowance recorded |
$ | 18,624 | $ | 21,379 | $ | 2,470 | ||||||||
Total: |
||||||||||||||
Construction, land development and other land loans |
$ | 3,016 | $ | 6,275 | $ | 68 | ||||||||
Multifamily residential |
180 | 239 | - | |||||||||||
Nonfarm nonresidential |
36,015 | 42,278 | 1,770 | |||||||||||
Total commercial real estate |
39,211 | 48,792 | 1,838 | |||||||||||
Single-family real estate, revolving, open-end loans |
404 |
|
404 |
|
- | |||||||||
Single-family real estate, closed-end, first lien |
1,174 | 5,461 |
|
13 | ||||||||||
Single-family real estate, closed-end, junior lien |
194 | 194 |
|
138 | ||||||||||
Total single-family residential |
1,772 | 6,059 | 151 | |||||||||||
Commercial and industrial |
2,376 | 4,073 | 478 | |||||||||||
Consumer |
23 | 32 | 3 | |||||||||||
Total impaired loans | $ | 43,382 | $ | 58,956 | $ | 2,470 |
Interest income recognized on impaired loans during the three months ended March 31, 2014 was $462 thousand. The average balance of total impaired loans was $44.1 million for the same period.
The following table summarizes the composition of and information relative to impaired loans, by class, at December 31, 2013 (in thousands).
Loans, gross |
||||||||||||||
Recorded investment |
Unpaid principal balance |
Related allowance |
||||||||||||
With no related allowance recorded: |
||||||||||||||
Construction, land development and other land loans |
$ | 3,244 | $ | 6,503 | ||||||||||
Multifamily residential |
181 | 239 | ||||||||||||
Nonfarm nonresidential |
17,414 | 24,422 | ||||||||||||
Total commercial real estate |
20,839 | 31,164 | ||||||||||||
Single-family real estate, revolving, open-end loans |
- | - | ||||||||||||
Single-family real estate, closed-end, first lien |
1,369 | 5,811 | ||||||||||||
Single-family real estate, closed-end, junior lien |
- | - | ||||||||||||
Total single-family residential |
1,369 | 5,811 | ||||||||||||
Commercial and industrial |
753 | 1,150 | ||||||||||||
Consumer |
7 | 7 | ||||||||||||
Total impaired loans with no related allowance recorded |
$ | 22,968 | $ | 38,132 | ||||||||||
With an allowance recorded: |
||||||||||||||
Construction, land development and other land loans |
$ | 260 | $ | 260 | $ | 68 | ||||||||
Multifamily residential |
- | - | - | |||||||||||
Nonfarm nonresidential |
18,839 | 18,839 | 1,668 | |||||||||||
Total commercial real estate |
19,099 | 19,099 | 1,736 | |||||||||||
Single-family real estate, revolving, open-end loans |
404 | 404 | 83 | |||||||||||
Single-family real estate, closed-end, first lien |
323 | 323 | 18 | |||||||||||
Single-family real estate, closed-end, junior lien |
195 | 195 | 62 | |||||||||||
Total single-family residential |
922 | 922 | 163 | |||||||||||
Commercial and industrial |
1,680 | 2,980 | 644 | |||||||||||
Consumer |
26 | 26 | 12 | |||||||||||
Total impaired loans with an allowance recorded |
$ | 21,727 | $ | 23,027 | $ | 2,555 | ||||||||
Total: |
||||||||||||||
Construction, land development and other land loans |
$ | 3,504 | $ | 6,763 | $ | 68 | ||||||||
Multifamily residential |
181 | 239 | - | |||||||||||
Nonfarm nonresidential |
36,253 | 43,261 | 1,668 | |||||||||||
Total commercial real estate |
39,938 | 50,263 | 1,736 | |||||||||||
Single-family real estate, revolving, open-end loans |
404 |
|
404 |
|
83 | |||||||||
Single-family real estate, closed-end, first lien |
1,692 |
|
6,134 |
|
18 | |||||||||
Single-family real estate, closed-end, junior lien |
195 |
|
195 |
|
62 | |||||||||
Total single-family residential |
2,291 | 6,733 | 163 | |||||||||||
Commercial and industrial |
2,433 | 4,130 | 644 | |||||||||||
Consumer |
33 | 33 | 12 | |||||||||||
Total impaired loans |
$ | 44,695 | $ | 61,159 | $ | 2,555 |
Allowance for Loan Losses
The following tables summarize the allowance for loan losses and recorded investment in gross loans, by portfolio segment, at the dates and for the periods indicated (in thousands).
For the three months ended March 31, 2014 |
||||||||||||||||||||||||
Commercial real estate |
Single-family residential |
Commercial and industrial |
Consumer |
Other |
Total |
|||||||||||||||||||
Allowance for loan losses, beginning of period |
$ | 10,565 | $ | 3,124 | $ | 1,682 | $ | 1,118 | $ | (4 | ) | $ | 16,485 | |||||||||||
Provision for loan losses |
48 | (37 | ) | (171 | ) | 35 | 125 | - | ||||||||||||||||
Loan charge-offs |
161 | 104 | - | 56 | 155 | 476 | ||||||||||||||||||
Loan recoveries |
5 | 91 | 12 | 31 | 95 | 234 | ||||||||||||||||||
Net loans charged-off |
156 | 13 | (12 | ) | 25 | 60 | 242 | |||||||||||||||||
Allowance for loan losses, end of period |
$ | 10,457 | $ | 3,074 | $ | 1,523 | $ | 1,128 | $ | 61 | $ | 16,243 |
March 31, 2014 |
||||||||||||||||||||||||
Commercial real estate |
Single-family residential |
Commercial and industrial |
Consumer |
Other |
Total |
|||||||||||||||||||
Individually evaluated for impairment |
$ | 1,838 | $ | 151 | $ | 478 | $ | 3 | $ | - | $ | 2,470 | ||||||||||||
Collectively evaluated for impairment |
8,619 | 2,923 | 1,045 | 1,125 | 61 | 13,773 | ||||||||||||||||||
Allowance for loan losses, end of period |
$ | 10,457 | $ | 3,074 | $ | 1,523 | $ | 1,128 | $ | 61 | $ | 16,243 | ||||||||||||
Individually evaluated for impairment |
$ | 39,211 | $ | 1,772 | $ | 2,376 | $ | 23 | $ | - | $ | 43,382 | ||||||||||||
Collectively evaluated for impairment |
405,942 | 174,682 | 70,101 | 51,296 | 10,475 | 712,496 | ||||||||||||||||||
Loans, gross |
$ | 445,153 | $ | 176,454 | $ | 72,477 | $ | 51,319 | $ | 10,475 | $ | 755,878 |
For the three months ended March 31, 2013 |
||||||||||||||||||||||||
Commercial real estate |
Single-family residential |
Commercial and industrial |
Consumer |
Other |
Total |
|||||||||||||||||||
Allowance for loan losses, beginning of period |
$ | 12,317 | $ | 3,140 | $ | 1,264 | $ | 1,093 | $ | 11 | $ | 17,825 | ||||||||||||
Provision for loan losses |
(270 | ) | (101 | ) | 655 | (17 | ) | 83 | 350 | |||||||||||||||
Loan charge-offs |
464 | 133 | 39 | 97 | 215 | 948 | ||||||||||||||||||
Loan recoveries |
31 | 43 | 10 | 34 | 125 | 243 | ||||||||||||||||||
Net loans charged-off |
433 | 90 | 29 | 63 | 90 | 705 | ||||||||||||||||||
Allowance for loan losses, end of period |
$ | 11,614 | $ | 2,949 | $ | 1,890 | $ | 1,013 | $ | 4 | $ | 17,470 |
March 31, 2013 |
||||||||||||||||||||||||
Commercial real estate |
Single-family residential |
Commercial and industrial |
Consumer |
Other |
Total |
|||||||||||||||||||
Individually evaluated for impairment |
$ | 1,995 | $ | 214 | $ | 880 | $ | 4 | $ | - | $ | 3,093 | ||||||||||||
Collectively evaluated for impairment |
9,619 | 2,735 | 1,010 | 1,009 | 4 | 14,377 | ||||||||||||||||||
Allowance for loan losses, end of period |
$ | 11,614 | $ | 2,949 | $ | 1,890 | $ | 1,013 | $ | 4 | $ | 17,470 | ||||||||||||
Individually evaluated for impairment |
$ | 36,989 | $ | 3,056 | $ | 3,062 | $ | 37 | $ | - | $ | 43,144 | ||||||||||||
Collectively evaluated for impairment |
419,021 | 163,333 | 46,558 | 49,014 | 9,694 | 687,620 | ||||||||||||||||||
Loans, gross |
$ | 456,010 | $ | 166,389 | $ | 49,620 | $ | 49,051 | $ | 9,694 | $ | 730,764 |
6. Other Loans Held for Sale and Valuation Allowance
The following table summarizes activity within other loans held for sale and the related valuation allowance at the dates and for the periods indicated (in thousands).
Other loans held for sale, gross |
Valuation allowance on other loans
held for sale |
|||||||
Balance, December 31, 2012 |
$ | 2,288 | $ | 1,512 | ||||
Additions: |
||||||||
SBA loans transferred to other loans held for sale |
1,730 | - | ||||||
Total additions |
1,730 | - | ||||||
Reductions: |
||||||||
Proceeds from sales of SBA loans |
1,903 | - | ||||||
Gain on sales of SBA loans |
(173 | ) | - | |||||
Total reductions |
1,730 | - | ||||||
Balance, March 31, 2013 |
$ | 2,288 | $ | 1,512 | ||||
Balance, December 31, 2013 |
$ | - | $ | - | ||||
Additions: |
||||||||
SBA loans transferred to other loans held for sale |
1,166 | - | ||||||
Total additions |
1,166 | - | ||||||
Reductions: |
||||||||
Proceeds from sales of SBA loans |
1,236 | - | ||||||
Gain on sales of SBA loans |
(70 | ) | - | |||||
Total reductions |
1,166 | - | ||||||
Balance, March 31, 2014 |
$ | - | $ | - |
The Company originates loans partially guaranteed by the SBA, an agency of the U.S. government. The Company may sell the guaranteed portion of these loans into the secondary market.
7. Premises and Equipment, net
The following table summarizes premises and equipment balances, net at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Land |
$ | 5,521 | $ | 5,521 | ||||
Buildings |
19,439 | 19,395 | ||||||
Leasehold improvements |
3,760 | 3,746 | ||||||
Furniture and equipment |
13,259 | 13,259 | ||||||
Software |
5,443 | 5,344 | ||||||
Bank automobiles |
95 | 95 | ||||||
Capital lease asset |
556 | 1,396 | ||||||
Premises and equipment, gross |
$ | 48,073 | $ | 48,756 | ||||
Accumulated depreciation |
(25,093 | ) | (25,389 | ) | ||||
Premises and equipment, net |
$ | 22,980 | $ | 23,367 |
At March 31, 2014, the Bank provided commercial and consumer banking products and services through 25 branches of which five were leased and 20 were owned.
Depreciation expense for the three months ended March 31, 2014 and 2013 was $593 thousand and $639 thousand, respectively.
8. Long-Lived Assets Held for Sale
At March 31, 2014, the Company was marketing for sale a vacant parcel of land with a net book value of $562 thousand and a vacant branch facility with a net book value of $123 thousand. Long-lived assets held for sale are included in Other assets in the Consolidated Balance Sheets.
9. Servicing Rights
Residential Mortgage-Servicing Rights
The net book value of residential mortgage-servicing rights was $2.4 million at both March 31, 2014 and December 31, 2013. Residential mortgage-servicing rights are included in Other assets in the Consolidated Balance Sheets. The estimated fair value of residential mortgage-servicing rights was $3.7 million and $3.8 million at March 31, 2014 and December 31, 2013, respectively.
The following table summarizes the changes in residential mortgage-servicing rights at the dates and for the periods indicated (in thousands).
At and for the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Mortgage-servicing rights portfolio, net of valuation allowance, beginning of period |
$ | 2,431 | $ | 2,545 | ||||
Capitalized mortgage-servicing rights |
115 | 171 | ||||||
Mortgage-servicing rights portfolio amortization and impairment |
(140 | ) | (217 | ) | ||||
Mortgage-servicing rights portfolio, net of valuation allowance, end of period |
$ | 2,406 | $ | 2,499 |
The following table summarizes the activity in the valuation allowance for impairment of the residential mortgage-servicing rights portfolio at the dates and for the periods indicated (in thousands).
At and for the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Valuation allowance, beginning of period |
$ | 31 | $ | 41 | ||||
Additions charged to operations, net |
- | 12 | ||||||
Valuation allowance, end of period |
$ | 31 | $ | 53 |
SBA Servicing Rights
The net book value of SBA servicing rights was $90 thousand and $64 thousand at March 31, 2014 and December 31, 2013, respectively. SBA servicing rights are included in Other assets in the Consolidated Balance Sheets. The estimated fair value of SBA servicing rights was $96 thousand and $69 thousand at March 31, 2014 and December 31, 2013, respectively.
The following table summarizes the changes in SBA servicing rights at the dates and for the periods indicated (in thousands).
At and for the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
SBA servicing rights portfolio, net of valuation allowance, beginning of period |
$ | 64 | $ | 39 | ||||
Capitalized SBA servicing rights |
31 | 40 | ||||||
SBA servicing rights portfolio amortization and impairment |
(5 | ) | (3 | ) | ||||
SBA servicing rights portfolio, net of valuation allowance, end of period |
$ | 90 | $ | 76 |
The following table summarizes the activity in the valuation allowance for impairment of the SBA servicing rights portfolio at the dates and for the periods indicated (in thousands).
At and for the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Valuation allowance, beginning of period |
$ | 8 | $ | - | ||||
Additions charged to operations, net |
3 | - | ||||||
Valuation allowance, end of period |
$ | 11 | $ | - |
10. Foreclosed Real Estate and Repossessed Personal Property
Composition
The following table summarizes foreclosed real estate and repossessed personal property at the dates indicated (in thousands). Repossessed personal property is included in Other assets in the Consolidated Balance Sheets.
March 31, 2014 |
December 31, 2013 |
|||||||
Foreclosed real estate |
$ | 7,490 | $ | 7,502 | ||||
Repossessed personal property |
13 | 43 | ||||||
Total foreclosed real estate and repossessed personal property |
$ | 7,503 | $ | 7,545 |
Included in foreclosed real estate at both March 31, 2014 and December 31, 2013 were 77 residential lots with an aggregate net book value of $6.4 million and $6.5 million, respectively, in three separate communities related to one real estate development.
Foreclosed Real Estate Activity
The following table summarizes changes in foreclosed real estate at the dates and for the periods indicated (in thousands).
At and for the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Foreclosed real estate, beginning of period |
$ | 7,502 | $ | 10,911 | ||||
Plus: new foreclosed real estate |
455 | 1,270 | ||||||
Less: proceeds from sale of foreclosed real estate |
(264 | ) | (765 | ) | ||||
Plus: gain on sale of foreclosed real estate |
43 | 57 | ||||||
Less: writedowns and losses charged to expense |
(246 | ) | (416 | ) | ||||
Foreclosed real estate, end of period |
$ | 7,490 | $ | 11,057 |
11. Bank-Owned Life Insurance
The Company owns two fully-funded general account life insurance policies on certain members of its leadership team. The Company paid all premiums on these policies during 2013 and is the sole beneficiary. Each policy was funded with a premium of $5.0 million paid to AA+ rated insurance companies. The policies are reflected in the Consolidated Balance Sheets at the cash surrender value of $10.1 million and $10.0 million at March 31, 2014 and December 31, 2013, respectively.
In addition, the Company has fully-funded life insurance policies on two former members of executive management who are now retired from the Company. At both March 31, 2014 and December 31, 2013, the cash surrender value of these policies attributable to the Company totaled $1.6 million.
12. Deposits
Composition
The following table summarizes the composition of deposits at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Transaction deposits |
$ | 522,638 | $ | 494,289 | ||||
Money market deposits |
132,284 | 136,476 | ||||||
Savings deposits |
85,647 | 79,760 | ||||||
Time deposits $100,000 and greater |
73,522 | 79,654 | ||||||
Time deposits less than $100,000 |
113,942 | 117,181 | ||||||
Total deposits |
$ | 928,033 | $ | 907,360 |
At March 31, 2014 and December 31, 2013, $465 thousand and $564 thousand, respectively, of overdrawn transaction deposit accounts were reclassified to loans. There were no brokered deposits at March 31, 2014 or December 31, 2013.
Interest Expense on Deposit Accounts
The following table summarizes interest expense on deposits for the periods indicated (in thousands).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Transaction deposits |
$ | 10 | $ | 9 | ||||
Money market deposits |
9 | 8 | ||||||
Savings deposits |
3 | 2 | ||||||
Time deposits |
105 | 876 | ||||||
Total interest expense on deposits |
$ | 127 | $ | 895 |
13. Borrowings
Retail Repurchase Agreements
Retail repurchase agreements represent overnight secured borrowing arrangements between the Bank and certain clients. Retail repurchase agreements are not insured deposits and are secured by $27.0 million of the Company’s investment securities available for sale.
FHLB Advances
As disclosed in Note 4, Investment Securities Available for Sale, and Note 5, Loans, the Bank may pledge investment securities and loans to collateralize FHLB advances. Additionally, the Bank may pledge cash and cash equivalents. The amount that can be borrowed is based on the balance of the type of asset pledged as collateral multiplied by lendable collateral value percentages as calculated by the FHLB. The FHLB allows the Bank to borrow up to 25% of total assets, subject to available collateral.
The following table summarizes the utilization and availability of funds borrowed from the FHLB at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Available lendable loan collateral value pledged to serve against FHLB advances |
$ | 85,802 | $ | 90,225 | ||||
FHLB advances |
20,000 | 35,000 | ||||||
Excess lendable collateral value pledged to serve against FHLB advances |
$ | 65,802 | $ | 55,225 |
The following table summarizes the balance, maturity date and interest rate of the Bank’s FHLB advances at March 31, 2014 (dollars in thousands).
Balance |
Maturity date |
Interest rate |
|||||||
$ | 10,000 |
4/30/2014 |
0.21 | % | |||||
10,000 |
7/21/2014 |
0.24 | |||||||
$ | 20,000 |
Federal Reserve Discount Window
At both March 31, 2014 and December 31, 2013, $2.2 million of loans and investment securities were pledged as collateral to cover the various Federal Reserve services that are available for use by the Bank. Of these amounts, $2.1 million were available as lendable collateral at both March 31, 2014 and December 31, 2013. The Bank’s borrowings from the Federal Reserve Discount Window (“Discount Window”) are at the primary credit rate. Primary credit is available through the Discount Window to generally sound depository institutions on a very short-term basis, typically overnight, at a rate above the Federal Open Market Committee target rate for federal funds. The Bank’s maximum maturity for potential borrowings is overnight. The Bank has not drawn on this availability since its initial establishment in 2009 other than to periodically test its ability to access the line. The Federal Reserve has the discretion to deny approval of borrowing requests.
Other Borrowings
Other borrowings generally consist of outstanding borrowings on correspondent bank lines of credit. At December 31, 2013, the Bank had access to three secured and two unsecured lines of credit from four correspondent banks totaling $60 million. During the first quarter 2014, the Bank obtained an additional unsecured line totaling $10 million resulting in access to three secured and three unsecured lines of credit from five correspondent banks totaling $70 million at March 31, 2014. None of the lines of credit were utilized as of either date. These correspondent bank funding sources may be canceled at any time at the correspondent bank’s discretion.
14. Shareholders’ Equity
Common Shares
At March 31, 2014, the Company had 75,000,000 authorized shares of common stock of which 12,792,509 were issued and outstanding. As of April 25, 2014 the Company has reserved a total of 577,905 shares for future issuance under various equity incentive plans.
For disclosure regarding actual and potential share issuances under the Company’s equity award plans, see Note 17, Equity-Based Compensation.
Accumulated Other Comprehensive Loss
The following table summarizes the components of accumulated other comprehensive loss, net of tax at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Net unrealized loss on investment securities available for sale |
$ | (2,135 | ) | $ | (2,990 | ) | ||
Net unrealized defined benefit pension plan actuarial loss |
(7,303 | ) | (7,303 | ) | ||||
Total accumulated other comprehensive loss, net of tax |
$ | (9,438 | ) | $ | (10,293 | ) |
Authorized Preferred Shares
The Company has authorized for issuance 2,500,000 shares of preferred stock with such preferences, limitations and relative rights within legal limits of the class, or one or more series within the class, as are set by the Board of Directors. To date, the Company has not issued any preferred shares.
Cash Dividends
Dividends from the Bank are the Company’s primary source of funds for payment of dividends to its common shareholders. The Bank is currently prohibited from paying dividends to the Company without the prior approval of the FDIC and the South Carolina State Board of Financial Institutions (together the “Supervisory Authorities”).
15. Income Taxes
As of March 31, 2014, the Company had federal net operating loss carryforwards of $14.1 million. If not utilized to offset future taxable income, $3.6 million will expire in 2031, $10.3 million will expire in 2032 and $142 thousand will expire in 2033. For the three months ended March 31, 2014, the Company utilized a total of $3.3 million of federal net operating loss carryforwards to offset federal taxable income generated during the period. This amount was comprised of $0.4 million of federal net operating loss carryforwards that would have expired in 2030 and $2.9 million that would have expired in 2031.
As of March 31, 2014, net deferred tax assets of $20.5 million were recorded in the Company’s Consolidated Balance Sheet, a portion of which includes the after-tax impact of net operating loss carryforwards. Based on available information as of this date, the Company determined that a valuation allowance against the deferred tax asset was not necessary.
In 2010, the Company consummated a private placement (the “Private Placement”). The Private Placement was considered a change in control under the Internal Revenue Code and Regulations. Accordingly, the Company was required to evaluate potential limitation or deferral of its ability to carryforward pre-acquisition net operating losses and to determine the amount of net unrealized pre-acquisition built-in losses which are subject to similar limitation or deferral. Under the Internal Revenue Code and Regulations, net unrealized pre-acquisition built-in losses realized within five years of the change in control on October 7, 2010 are subject to potential limitation. Through that date, the Company will continue to analyze its ability to utilize such losses to offset anticipated future taxable income as pre-acquisition built-in losses are ultimately realized. As of March 31, 2014, the Company estimates that future utilization of built-in losses of $53 million generated prior to the Private Placement will be limited to $1.1 million per year. However, this estimate will not be conclusively confirmed until the five-year limitation period expires in October 2015.
The Company is subject to U.S. federal and South Carolina state income tax. Tax authorities in various jurisdictions may examine the Company. The Company is not currently undergoing a U.S. federal or South Carolina state examination; however, tax years dating back to 2010 are generally considered subject to examination based on federal and state regulations.
16. Benefit Plans
401(k) Plan
Employees (which we refer to as “teammates”) are given the opportunity to participate in The Palmetto Bank 401(k) Retirement Plan (the “401(k) Plan”) which is designed to supplement a teammate’s retirement income. Teammates are eligible to participate in the 401(k) Plan immediately when hired. Under the 401(k) Plan, participants are able to defer a portion of their salary into the 401(k) Plan. Matching contributions, if any, are contributed to the 401(k) Plan prior to the end of each plan year. From January 1, 2012 through June 30, 2013, the Company suspended its regular ongoing matching of teammate contributions to the 401(k) Plan. Effective July 1, 2013, the Company reinstated its match of teammate contributions at a rate of $0.10 per dollar up to 6% of a teammate’s eligible compensation. The Company's matching contributions totaled $12 thousand for the three months ended March 31, 2014.
Under the Internal Revenue Service (“IRS”) rules related to 401(k) plans, the IRS imposes certain annual limitations on the amount of allowable contributions to the 401(k) Plan by highly compensated participants (as determined annually by applying the required IRS tests). To the extent teammates receive contribution refunds of prior salary deferrals as a result of the annual limitations, the Bank has in place a benefit equalization plan into which such teammates may contribute refunds received. The benefit equalization plan operates very similarly to the 401(k) Plan except that this plan is a nonqualified plan under the IRS rules, and the assets of the benefit equalization plan are subject to the general creditors of the Bank. In the second quarter 2014, contribution refunds of $32 thousand applicable to 2013 were made to the benefit equalization plan.
Defined Benefit Pension Plan
Prior to 2008, the Company offered a noncontributory, defined benefit pension plan (the “Pension Plan”) that covered all full-time teammates having at least 12 months of continuous service and having attained age 21. Effective 2008, the Company ceased accruing pension benefits for participants in the Pension Plan. Although no previously accrued benefits were lost, teammates no longer accrue benefits for service subsequent to 2007.
The Company’s net accrued pension liability is included in Other liabilities in the Consolidated Balance Sheets and totaled $1.5 million and $1.3 million at March 31, 2014 and December 31, 2013, respectively.
Cost of the Pension Plan. The following table summarizes the components of net periodic pension expense, which is included in Salaries and other personnel expense in the Consolidated Statements of Income, for the periods indicated (in thousands).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Interest cost |
$ | 268 | $ | 210 | ||||
Expected return on plan assets |
(317 | ) | (283 | ) | ||||
Amortization of net actuarial loss |
255 | 242 | ||||||
Net periodic pension expense |
$ | 206 | $ | 169 |
As a result of the decision to curtail the Pension Plan effective December 31, 2007, no costs relative to service have been necessary since that date as teammates no longer accrue benefits for services rendered.
Pension Plan Assets. The following table summarizes the fair value of Pension Plan assets by major category at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Cash and cash equivalents |
$ | 5,214 | $ | 4,440 | ||||
U.S. government and agency securities |
- | 549 | ||||||
Municipal securities |
- | 470 | ||||||
Corporate bonds |
- | 3,398 | ||||||
Mutual funds |
2,358 | 3,596 | ||||||
Corporate stocks |
1,095 | 3,329 | ||||||
Exchange traded funds |
7,614 | 287 | ||||||
Foreign equities |
177 | 694 | ||||||
Accrued interest receivable |
4 | 30 | ||||||
Other |
6 | 5 | ||||||
Total Pension Plan assets |
$ | 16,468 | $ | 16,798 |
Fair Value Measurements. The following tables summarize Pension Plan assets measured at fair value at the dates indicated aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Level 1 |
$ | 6,319 | $ | 7,804 | ||||
Level 2 |
10,149 | 8,994 | ||||||
Level 3 |
- | - | ||||||
Total Pension Plan assets |
$ | 16,468 | $ | 16,798 |
There were no changes in the Pension Plan's Level 3 assets during 2013 or during the three months ended March 31, 2014.
Current and Future Expected Contributions. The Company contributed $400 thousand to the Pension Plan in April 2014 and expects to contribute an additional $1.2 million relative to the 2014 plan year.
17. Equity-Based Compensation
1997 Stock Compensation Plan
The following table summarizes stock option activity for the 1997 Stock Compensation Plan (the “1997 Plan”) at the dates and for the periods indicated.
Stock options outstanding |
Weighted-average exercise price |
|||||||
Outstanding, December 31, 2013 |
6,450 | $ | 103.89 | |||||
Forfeited |
(1,250 | ) | 109.20 | |||||
Expired |
(2,250 | ) | 93.20 | |||||
Outstanding, March 31, 2014 |
2,950 | 109.80 |
The following table summarizes information regarding stock options under the 1997 Plan that were outstanding and exercisable at March 31, 2014.
Weighted- average exercise price |
Number of stock options outstanding and exercisable |
Weighted- average remaining contractual life (years) |
||||||||
$ | 106.40 | 250 | 0.80 | |||||||
109.20 | 2,500 | 2.18 | ||||||||
121.60 | 200 | 2.80 | ||||||||
Total |
2,950 | 2.11 |
At March 31, 2014 and December 31, 2013, the fair value of the Company’s common stock did not exceed the exercise price of any options outstanding and exercisable under the 1997 Plan and, therefore, the stock options had no intrinsic value.
2008 Restricted Stock Plan
There were no grants or forfeitures of restricted stock under the 2008 Plan during the three months ended March 31, 2014. The weighted-average grant date fair value per share at both December 31, 2013 and March 31, 2014 was $27.55.
Of the 62,384 net restricted stock awards granted under the 2008 Plan, 11,245 shares remained unvested at March 31, 2014 and are expected to vest through 2016.
2011 Stock Incentive Plan
The following table summarizes the 2011 Stock Incentive Plan (the “2011 Plan”) stock option and restricted stock information at the dates and for the periods indicated.
Total shares |
Stock options outstanding |
Weighted- average exercise price per share |
Shares of restricted stock |
Weighted- average grant date fair value per share |
||||||||||||||||
2011 Grants |
473,002 | 383,251 | $ | 10.51 | 89,751 | $ | 10.48 | |||||||||||||
2012 Grants |
8,020 | - | - | 8,020 | 6.50 | |||||||||||||||
2013 Grants |
8,811 | - | - | 8,811 | 13.70 | |||||||||||||||
2013 Forfeitures |
(575 | ) | - | - | (575 | ) | 13.95 | |||||||||||||
2013 Exercises |
(11,250 | ) | 11.00 | - | - | |||||||||||||||
2014 Grants |
11,904 | 4,000 | 12.96 | 7,904 | 12.92 | |||||||||||||||
Granted, net of forfeitures, March 31, 2014 |
501,162 | 113,911 | ||||||||||||||||||
Outstanding, March 31, 2014 |
376,001 | 10.52 | ||||||||||||||||||
Shares available for grant |
700,000 | |||||||||||||||||||
Remaining shares available for grant, March 31, 2014 |
198,838 |
During the three months ended March 31, 2014, 5,404 shares of restricted stock with a total fair value of $70 thousand were granted to the non-management members of the Board of Directors as compensation for their annual Board retainers. Also during the three months ended March 31, 2014, 2,500 shares of restricted stock and 4,000 stock options were awarded to certain teammates in recognition of performance and upon initial employment. These awards are subject to time vesting conditions and, assuming the time vesting conditions are met, will vest from 2014 to 2017.
The following table summarizes the activity in unvested shares of restricted stock under the 2011 Plan at the dates and for the period indicated.
Shares of restricted stock |
||||
Unvested, December 31, 2013 |
103,507 | |||
Grants |
7,904 | |||
Forfeited |
- | |||
Vested |
- | |||
Unvested, March 31, 2014 |
111,411 |
The following table summarizes information regarding stock options under the 2011 Plan that were outstanding at March 31, 2014. None of the stock options outstanding under the 2011 Plan were exercisable at March 31, 2014.
Options outstanding |
||||||||||||||
Weighted- average exercise price |
Number of stock options |
Weighted- average remaining contractual life (years) |
Value of outstanding in-the- money stock options |
|||||||||||
$ | 10.40 | 312,501 | 7.13 | $ | 1,153,129 | |||||||||
11.00 | 59,500 | 7.30 | 183,855 | |||||||||||
12.96 | 4,000 | 9.89 | 4,520 | |||||||||||
Total | 376,001 | 7.19 | $ | 1,341,504 |
Determining Fair Value. The following table summarizes the fair value of stock option awards granted under the 2011 Plan during the three months ended March 31, 2014 as estimated on the date of grant using the Black-Scholes option-pricing model and the assumptions used to determine the fair value of such grants.
2014 grants |
||||
Option exercise price, per share |
$ | 12.96 | ||
Fair value of stock option awards granted, per share |
$ | 6.87 | ||
Expected dividend yield |
- | % | ||
Expected volatility |
50 | |||
Risk-free interest rate |
2.19 | |||
Expected term (years) |
7 | |||
Vesting period (years) |
3 |
Compensation Expense Relating to Equity-Based Compensation
The following table summarizes compensation expense for the 1997 Plan, 2008 Plan and the 2011 Plan charged against pretax income for the periods indicated (in thousands).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Compensation expense |
||||||||
1997 Plan |
$ | - | $ | - | ||||
2008 Plan |
31 | 135 | ||||||
2011 Plan |
221 | 193 | ||||||
Total equity-based compensation expense |
$ | 252 | $ | 328 | ||||
Income tax benefit |
$ | 93 | $ | - |
At March 31, 2014, based on equity awards outstanding at that time, the total unrecognized pretax compensation expense related to unvested equity awards granted under the 2008 Plan and 2011 Plan was $101 thousand and $926 thousand, respectively. This expense is expected to be recognized through 2016 under the 2008 Plan and 2017 under the 2011 Plan.
18. Average Share Information
The following table reconciles the denominators of the basic and diluted net income per common share computations for the periods indicated (dollars in thousands, except per share data).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Basic net income per common share |
||||||||
Net income applicable to common shareholders |
$ | 2,028 | $ | 2,176 | ||||
Undistributed earnings allocated to participating securities |
(18 | ) | - | |||||
Net income allocated to common shareholders |
$ | 2,010 | $ | 2,176 | ||||
Average common shares issued and outstanding |
12,675,257 | 12,650,766 | ||||||
Basic net income per common share |
$ | 0.16 | $ | 0.17 | ||||
Diluted net income per common share |
||||||||
Net income applicable to common shareholders |
$ | 2,028 | $ | 2,176 | ||||
Undistributed earnings allocated to participating securities |
(18 | ) | - | |||||
Net income allocated to common shareholders |
$ | 2,010 | $ | 2,176 | ||||
Average common shares issued and outstanding |
12,675,257 | 12,650,766 | ||||||
Dilutive potential common shares (1) |
32,187 | - | ||||||
Total diluted average common shares issued and outstanding |
12,707,444 | 12,650,766 | ||||||
Diluted net income per common share |
$ | 0.16 | $ | 0.17 |
(1) Includes dilutive impact of restricted stock and stock options, as applicable.
19. Commitments, Guarantees and Other Contingencies
Unused lending commitments to clients are not recorded in the Consolidated Balance Sheets until funds are advanced. For commercial clients, lending commitments generally take the form of unused revolving credit arrangements to finance clients’ working capital requirements. For retail clients, lending commitments are generally unused lines of credit secured by residential property. The Company routinely extends lending commitments for both floating and fixed-rate loans.
The following table summarizes the contractual amounts of the Company’s unused lending commitments relating to extensions of credit with off-balance sheet risk at March 31, 2014 (in thousands).
Commitments to extend credit: |
||||
Revolving, open-end loans secured by single-family residential properties |
$ | 60,532 | ||
Commercial real estate, construction and land development loans secured by real estate |
||||
Single-family residential construction loans |
10,858 | |||
Commercial real estate, other construction loan, and land development loans |
22,394 | |||
Commercial and industrial loans |
36,345 | |||
Overdraft protection loans |
30,636 | |||
Other |
16,680 | |||
Total commitments to extend credit |
$ | 177,445 |
Standby letters of credit are issued for clients in connection with contracts between clients and third parties. Letters of credit are conditional commitments issued by the Company to guarantee the performance of a client to a third party. The maximum potential amount of undiscounted future advances related to letters of credit was $4.0 million and $3.7 million at March 31, 2014 and December 31, 2013, respectively.
The reserve for estimated credit losses on unfunded lending commitments at March 31, 2014 and December 31, 2013 was $242 thousand and $259 thousand, respectively, and is recorded in Other liabilities in the Consolidated Balance Sheets.
For disclosure regarding our derivative financial instruments and hedging activities, see Note 20, Derivative Financial Instruments and Hedging Activities.
Contractual Obligations
In March 2013, the Bank entered into a subscription agreement for a $2.0 million limited partnership investment in Plexus Fund III, L.P. (the “Fund”). The Bank’s commitment represents approximately 1.3% of the Fund’s total capital commitments. Through the first quarter 2014, the Bank invested a total of $450 thousand in the Fund with a maximum potential investment of $2.0 million. Capital calls are at the discretion of the Fund and are expected to be fully invested by 2018.
20. Derivative Financial Instruments and Hedging Activities
At March 31, 2014 and December 31, 2013, the Company’s only derivative instruments related to residential mortgage-banking activities.
At March 31, 2014, the notional amount of commitments to originate conforming mortgage loans held for sale totaled $6.5 million. These derivative loan commitments had positive fair values, included within Other assets in the Consolidated Balance Sheets, totaling $175 thousand. At December 31, 2013, the notional amount of commitments to originate conforming mortgage loans held for sale totaled $7.3 million. These derivative loan commitments had positive fair values, included within Other assets in the Consolidated Balance Sheets, totaling $176 thousand and negative fair values, included within Other liabilities in the Consolidated Balance Sheets, totaling $3 thousand. The net change in derivative loan commitment fair values during the three months ended March 31, 2014 and 2013 resulted in income of $1 thousand and $13 thousand, respectively.
The notional amount of forward sales commitments totaled $8.0 million at March 31, 2014. These forward sales commitments had positive fair values, included within Other assets in the Consolidated Balance Sheets, totaling $11 thousand and negative fair values, included within Other liabilities in the Consolidated Balance Sheets, totaling $6 thousand. The notional amount of forward sales commitments totaled $6.8 million at December 31, 2013. These forward sales commitments had positive fair values, included within Other assets in the Consolidated Balance Sheets, totaling $28 thousand and negative fair values, included within Other liabilities in the Consolidated Balance Sheets, totaling $4 thousand. The net change in forward sales commitment fair values during the three months ended March 31, 2014 and 2013 resulted in expense of $19 thousand and $89 thousand, respectively.
21. Disclosures Regarding Fair Value
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables summarize assets and liabilities measured at fair value on a recurring basis at the dates indicated aggregated by the level in the fair value hierarchy within which those measurements fall (in thousands).
March 31, 2014 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets |
||||||||||||||||
Trading account assets |
$ | 432 | $ | 4,815 | $ | - | $ | 5,247 | ||||||||
Investment securities available for sale |
||||||||||||||||
U.S. agency |
1,943 | - | - | 1,943 | ||||||||||||
State and municipal |
1,086 | 6,210 | - | 7,296 | ||||||||||||
Collateralized mortgage obligations (federal agencies) |
2,383 | 84,484 | - | 86,867 | ||||||||||||
Other mortgage-backed (federal agencies) |
8,457 | 68,572 | - | 77,029 | ||||||||||||
SBA loan-backed (federal agency) |
19,071 | 16,566 | - | 35,637 | ||||||||||||
Derivative financial instruments |
- | 186 | - | 186 | ||||||||||||
Total assets measured at fair value on a recurring basis |
$ | 33,372 | $ | 180,833 | $ | - | $ | 214,205 | ||||||||
Liabilities | ||||||||||||||||
Derivative financial instruments | $ | - | $ | 6 | $ | - | $ | 6 |
December 31, 2013 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets |
||||||||||||||||
Trading account assets |
$ | 1,347 | $ | 3,771 | $ | - | $ | 5,118 | ||||||||
Investment securities available for sale |
||||||||||||||||
State and municipal |
- | 7,460 | - | 7,460 | ||||||||||||
Collateralized mortgage obligations (federal agencies) |
- | 93,132 | - | 93,132 | ||||||||||||
Other mortgage-backed (federal agencies) |
1,188 | 74,832 | - | 76,020 | ||||||||||||
SBA loan-backed (federal agency) |
20,457 | 17,314 | - | 37,771 | ||||||||||||
Derivative financial instruments |
- | 204 | - | 204 | ||||||||||||
Total assets measured at fair value on a recurring basis |
$ | 22,992 | $ | 196,713 | $ | - | $ | 219,705 | ||||||||
Liabilities | ||||||||||||||||
Derivative financial instruments | $ | - | $ | 7 | $ | - | $ | 7 |
For additional disclosure regarding the fair value of Pension Plan assets, see Note 16, Benefit Plans.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
For financial assets measured at fair value on a nonrecurring basis that are recorded in the Consolidated Balance Sheets, the following tables summarize the level of valuation assumptions used to determine fair value of the related individual assets at the dates indicated (in thousands). There were no liabilities measured at fair value on a nonrecurring basis at March 31, 2014 or December 31, 2013.
March 31, 2014 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets |
||||||||||||||||
Mortgage loans held for sale |
$ | - | $ | 2,474 | $ | - | $ | 2,474 | ||||||||
Impaired loans |
- | 5,726 | - | 5,726 | ||||||||||||
Foreclosed real estate and repossessed personal property |
34 | 377 | 6,253 | 6,664 | ||||||||||||
Long-lived assets held for sale |
- | - | 685 | 685 | ||||||||||||
Total assets measured at fair value on a nonrecurring basis |
$ | 34 | $ | 8,577 | $ | 6,938 | $ | 15,549 |
December 31, 2013 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets |
||||||||||||||||
Mortgage loans held for sale |
$ | - | $ | 1,722 | $ | - | $ | 1,722 | ||||||||
Impaired loans |
- | 5,588 | 25 | 5,613 | ||||||||||||
Foreclosed real estate and repossessed personal property |
34 | 31 | 6,595 | 6,660 | ||||||||||||
Long-lived assets held for sale |
- | - | 685 | 685 | ||||||||||||
Total assets measured at fair value on a nonrecurring basis |
$ | 34 | $ | 7,341 | $ | 7,305 | $ | 14,680 |
Level 3 Valuation Methodologies. The following table summarizes the significant unobservable inputs used in the fair value measurements for Level 3 assets measured at fair value on a nonrecurring basis at March 31, 2014 (in thousands).
Fair value |
Valuation technique |
Significant unobservable inputs | |||||
Assets |
|||||||
Foreclosed real estate and repossessed personal property |
$ | 6,253 |
Appraisals of collateral value |
Adjustments to appraisal for age of comparable sales | |||
Long-lived assets held for sale |
685 |
Internal valuation |
Appraisals and/or sales of comparable properties |
Carrying Amounts and Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value
The following table summarizes the carrying amount and fair value for other financial instruments included in the Consolidated Balance Sheets at the dates indicated (in thousands) all of which are considered Level 3 fair value estimates. These fair value estimates are subject to fluctuation based on the amount and timing of expected cash flows as well as the choice of discount rate used in the present value calculation. The Company used management's best estimate of fair value. Thus, the fair values presented may not be the amounts that could be realized in an immediate sale or settlement of the instrument. In addition, any income taxes or other expenses that would be incurred in an actual sale or settlement are not taken into consideration in the fair values presented.
Carrying amount |
Fair value |
|||||||
March 31, 2014 |
||||||||
Financial instruments - assets |
||||||||
Loans (1) |
$ | 736,673 | $ | 738,458 | ||||
Financial instruments - liabilities |
||||||||
Deposits |
928,033 | 916,003 | ||||||
December 31, 2013 |
||||||||
Financial instruments - assets |
||||||||
Loans (1) |
$ | 748,243 | $ | 748,330 | ||||
Financial instruments - liabilities |
||||||||
Deposits |
907,360 | 896,858 |
(1) Includes gross loans less impaired loans for which fair value exceeds carrying value and allowance for loan losses relative to loans collectively evaluated for impairment.
22. Regulatory Capital Requirements and Dividend Restrictions
The following table summarizes the Company’s and the Bank’s actual and required capital ratios at the dates indicated (dollars in thousands). The Bank was classified in the well-capitalized category at both March 31, 2014 and December 31, 2013. Since March 31, 2014, no conditions or events have occurred, of which the Company is aware, that have resulted in a material change in the Bank's risk category other than as reported in this Quarterly Report on Form 10-Q.
Actual |
For capital adequacy purposes |
To be well capitalized under prompt corrective action provisions |
||||||||||||||||||||||
amount |
ratio |
amount |
ratio |
amount |
ratio |
|||||||||||||||||||
At March 31, 2014 |
||||||||||||||||||||||||
Total capital to risk-weighted assets |
||||||||||||||||||||||||
Company |
$ | 133,473 | 16.08 |
% |
$ | 66,419 | 8.00 |
% |
n/a |
n/a |
||||||||||||||
Bank |
133,404 | 16.07 | 66,417 | 8.00 | $ | 83,021 | 10.00 |
% | ||||||||||||||||
Tier 1 capital to risk-weighted assets |
||||||||||||||||||||||||
Company |
123,020 | 14.82 | 33,209 | 4.00 |
n/a |
n/a |
||||||||||||||||||
Bank |
122,951 | 14.81 | 33,208 | 4.00 | 49,813 | 6.00 | ||||||||||||||||||
Tier 1 leverage ratio |
||||||||||||||||||||||||
Company |
123,020 | 11.37 | 43,262 | 4.00 |
n/a |
n/a |
||||||||||||||||||
Bank |
122,951 | 11.37 | 43,262 | 4.00 | 54,077 | 5.00 | ||||||||||||||||||
At December 31, 2013 |
||||||||||||||||||||||||
Total capital to risk-weighted assets |
||||||||||||||||||||||||
Company |
$ | 130,043 | 15.49 |
% |
$ | 67,142 | 8.00 |
% |
n/a |
n/a |
||||||||||||||
Bank |
129,956 | 15.48 | 67,142 | 8.00 | $ | 83,928 | 10.00 |
% | ||||||||||||||||
Tier 1 capital to risk-weighted assets |
||||||||||||||||||||||||
Company |
119,475 | 14.24 | 33,571 | 4.00 |
n/a |
n/a |
||||||||||||||||||
Bank |
119,388 | 14.23 | 33,571 | 4.00 | 50,357 | 6.00 | ||||||||||||||||||
Tier 1 leverage ratio |
||||||||||||||||||||||||
Company |
119,475 | 11.03 | 43,309 | 4.00 |
n/a |
n/a |
||||||||||||||||||
Bank |
119,388 | 11.03 | 43,311 | 4.00 | 54,138 | 5.00 |
The Bank is subject to certain regulatory requirements and restrictions related to credit quality and earnings, including a restriction prohibiting dividend payments from the Bank to the Company without prior approval from the Supervisory Authorities, and the maintenance of a specified leverage capital ratio.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis addresses important factors impacting the financial condition and results of operations of the Company and its subsidiary for the periods indicated. This discussion should be read in conjunction with, and is intended to supplement, all of the other Items presented in this Quarterly Report on Form 10-Q and our Consolidated Financial Statements and the notes thereto for the year ended December 31, 2013 included in our Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (the “SEC”) on March 5, 2014 (the “2013 Annual Report on Form 10-K”).
Palmetto Bancshares, Inc. is a South Carolina bank holding company organized in 1982 and headquartered in Greenville, South Carolina. The Company serves as the bank holding company for The Palmetto Bank, which began operations in 1906. Given our 107-year history, we have developed long-standing relationships with clients in the communities in which we operate and a recognizable name, which has resulted in a well-established deposit network and loyal client base.
Throughout this Quarterly Report on Form 10-Q, the “Company,” “we,” “us,” or “our” refers to Palmetto Bancshares, Inc. and its consolidated subsidiary, The Palmetto Bank (the “Bank”), except where the context indicates otherwise.
Forward-Looking Statements
This report, including information included in or incorporated by reference into this document, contains statements which constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements relate to the financial condition, results of operations, plans, objectives, future performance and business of our Company. Forward-looking statements are based on many assumptions and estimates and are not guarantees of future performance. Our actual results may differ materially from those anticipated in any forward-looking statements as they will depend on factors about which we are unsure including many factors which are beyond our control. The words “may,” “would,” “could,” “should,” “will,” “expect,” “anticipate,” “predict,” “project,” “potential,” “continue,” “assume,” “believe,” “intend,” “plan,” “forecast,” “goal” and “estimate,” as well as similar expressions, are meant to identify such forward-looking statements. Factors that may cause our actual results to differ materially from those anticipated in our forward-looking statements include, but are not limited to:
● |
Larger than expected credit losses in the sectors of our loan portfolio secured by real estate due to economic factors such as declining real estate values, increasing interest rates, increasing unemployment, changes in payment behavior or other factors, |
● |
Larger than expected credit losses because our loans are concentrated by loan type, industry segment, borrower type, location of the borrower or collateral, |
● |
The amount of our loan portfolio collateralized by real estate and potential weakness in the real estate market, |
● |
Sales of problem assets at discounted prices to accelerate the resolution of problem assets, |
● |
The rate of delinquencies and amounts of loans charged-off, |
● |
Adverse changes in asset quality and resulting credit-related losses and expenses, |
● |
Our allowance for loan losses and the amount of loan loss provisions required in future periods, |
● |
The rate of loan growth in recent years and the lack of seasoning of a portion of our loan portfolio, |
● |
Changes in availability of wholesale funding sources including increases in collateral margin requirements or reductions in eligible collateral, |
● |
Our reliance on available secondary funding sources such as Federal Home Loan Bank (“FHLB”) advances, Federal Reserve System (“Federal Reserve”) Discount Window (“Discount Window”) borrowings, sales of investment securities and loans and lines of credit from correspondent banks to meet our liquidity needs, |
● |
Our expectations regarding our operating revenues, expenses, effective tax rates and other results of operations, |
● |
Changes in the interest-rate environment which could reduce anticipated or actual margins, |
● |
Changes in political conditions and the legislative or regulatory environment including the impact of ongoing financial reform legislation on the banking and financial services industries, |
● |
Potential limitations on our ability to utilize net operating loss and net realized built-in loss carryforwards for income tax purposes, |
● |
Risks associated with income taxes including the potential for adverse adjustments and the inability to fully realize deferred tax benefits, |
● |
Our ability to maintain appropriate levels of capital including levels of capital required under the capital rules implementing Basel III, |
● |
Our ability to comply with regulatory rules and restrictions and potential regulatory actions if we fail to comply, |
● |
Results of examinations by our regulatory authorities including the possibility that the regulatory authorities may, among other things, require us to increase our allowance for loan losses or writedown assets, |
● |
General economic conditions, either nationally or regionally and especially in our primary markets, becoming less favorable than expected, resulting in, among other things, deterioration in credit quality, |
● |
Our ability to attract and retain key personnel, |
● |
Our ability to retain our existing clients including our deposit relationships, |
● |
Our current and future products, services, applications and functionality and plans to promote them, |
● |
Risks associated with a failure in, or breach of, our operations, security systems or infrastructure, or those of our third-party vendors, |
● |
Fraud committed by third parties, including cyber-security risks associated with transactions initiated through our electronic banking products and services, whether initiated by clients or the Bank, |
● |
Changes in accounting principles, policies and practices as may be adopted by the regulatory agencies as well as the Public Company Accounting Oversight Board, the SEC and the Financial Accounting Standards Board, |
● |
Our ability to maintain effective internal control over financial reporting, |
● |
The market value of our common stock including our continued listing on a national stock exchange and the resulting impact on our stock price as a result of such listing, |
● |
Loss of consumer confidence and economic disruptions resulting from terrorist activities or other military actions and/or |
● |
Other risks and uncertainties detailed in this Quarterly Report on Form 10-Q and, from time to time, in our other filings with the SEC. |
The Company does not undertake and specifically disclaims any obligation to update any forward-looking statements to reflect occurrences or unanticipated events or circumstances after the date of such statements except as required by federal securities laws.
You should carefully consider these factors and the risk factors outlined under Item 1A. Risk Factors in our 2013 Annual Report on Form 10-K.
Critical Accounting Policies and Estimates
General
The Company’s accounting and financial reporting policies are in conformity, in all material respects, with accounting principles generally accepted in the United States of America (“GAAP”) and with general practices within the financial services industry. The preparation of financial statements in conformity with such principles requires management to make complex judgments to estimate the values of assets and liabilities. We have procedures and processes in place to facilitate making these judgments.
The more judgmental estimates are summarized in our 2013 Annual Report on Form 10-K. There we have identified and described the variables most important in the estimation processes that involve mathematical models to derive the estimates. In many cases, there are numerous alternative judgments that could be used in the process of determining the inputs to the models. Where alternatives exist, we have used the factors that we believe represent the most reasonable value in developing the inputs. Actual performance that differs from our estimates of the key variables could impact our results of operations. These fluctuations would not be indicative of deficiencies in our models or inputs.
Management, in conjunction with the Company’s independent registered public accounting firm, discusses the development and selection of the critical accounting policies and estimates with the Audit Committee of our Board of Directors on an annual basis.
Of those significant accounting policies, we determined that accounting for our allowance for loan losses and the related reserve for unfunded commitments, servicing rights, foreclosed real estate, net deferred tax asset, defined benefit pension plan and fair value measurements are critical. For additional information regarding our critical accounting policies and estimates, refer to our 2013 Annual Report on Form 10-K.
Selected Financial Data
The following selected financial data should be read in conjunction with Item 1. Financial Statements and Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (dollars in thousands, except per share data).
At and for the three months ended | ||||||||||||||||||||
March 31, 2014 |
December 31, 2013 |
September 30, 2013 |
June 30, 2013 |
March 31, 2013 |
||||||||||||||||
STATEMENTS OF INCOME |
||||||||||||||||||||
Interest income |
$ | 10,076 | $ | 10,423 | $ | 10,523 | $ | 10,728 | $ | 10,864 | ||||||||||
Interest expense |
143 | 387 | 475 | 503 | 895 | |||||||||||||||
Net interest income |
9,933 | 10,036 | 10,048 | 10,225 | 9,969 | |||||||||||||||
Provision for loan losses |
- | 1,800 | 645 | 670 | 350 | |||||||||||||||
Net interest income after provision for loan losses |
9,933 | 8,236 | 9,403 | 9,555 | 9,619 | |||||||||||||||
Noninterest income |
3,366 | 3,575 | 3,279 | 4,237 | 3,745 | |||||||||||||||
Noninterest expense |
10,089 | 10,212 | 9,835 | 11,911 | 10,375 | |||||||||||||||
Net income before provision (benefit) for income taxes |
3,210 | 1,599 | 2,847 | 1,881 | 2,989 | |||||||||||||||
Provision (benefit) for income taxes |
1,182 | (224 | ) | (19,386 | ) | 382 | 813 | |||||||||||||
Net income |
$ | 2,028 | $ | 1,823 | $ | 22,233 | $ | 1,499 | $ | 2,176 | ||||||||||
COMMON AND PER SHARE DATA |
||||||||||||||||||||
Net income per common share: |
||||||||||||||||||||
Basic |
$ | 0.16 | $ | 0.14 | $ | 1.74 | $ | 0.12 | $ | 0.17 | ||||||||||
Diluted |
0.16 | 0.14 | 1.74 | 0.12 | 0.17 | |||||||||||||||
Cash dividends per common share |
- | - | - | - | - | |||||||||||||||
Book value per common share |
9.92 | 9.68 | 9.46 | 7.76 | 7.82 | |||||||||||||||
Outstanding common shares |
12,792,509 | 12,784,605 | 12,783,019 | 12,772,344 | 12,762,452 | |||||||||||||||
Average common shares issued and outstanding |
12,675,257 | 12,668,482 | 12,663,162 | 12,652,355 | 12,650,766 | |||||||||||||||
Average diluted common shares issued and outstanding |
12,707,444 | 12,689,245 | 12,674,743 | 12,671,929 | 12,650,766 | |||||||||||||||
Dividend payout ratio | n/a | % | n/a | % | n/a | % | n/a | % | n/a | % | ||||||||||
PERIOD-END BALANCES |
||||||||||||||||||||
Total assets |
$ | 1,099,407 | $ | 1,090,229 | $ | 1,099,897 | $ | 1,085,222 | $ | 1,099,291 | ||||||||||
Investment securities available for sale, at fair value |
208,772 | 214,383 | 227,079 | 246,501 | 265,798 | |||||||||||||||
Total loans |
758,352 | 769,235 | 758,679 | 744,289 | 738,596 | |||||||||||||||
Deposits and retail repurchase agreements |
945,352 | 925,535 | 969,452 | 977,153 | 989,902 | |||||||||||||||
Federal Home Loan Bank advances |
20,000 | 35,000 | - | - | - | |||||||||||||||
Shareholders' equity |
126,952 | 123,817 | 120,946 | 99,116 | 99,809 | |||||||||||||||
AVERAGE BALANCES |
||||||||||||||||||||
Total assets |
$ | 1,094,578 | $ | 1,096,881 | $ | 1,080,900 | $ | 1,086,965 | $ | 1,117,090 | ||||||||||
Interest-earning assets |
1,023,513 | 1,030,451 | 1,040,718 | 1,046,075 | 1,073,351 | |||||||||||||||
Investment securities available for sale, at fair value |
212,186 | 220,412 | 243,955 | 258,200 | 272,853 | |||||||||||||||
Total loans |
764,526 | 766,454 | 749,201 | 740,643 | 739,962 | |||||||||||||||
Deposits and retail repurchase agreements |
931,828 | 963,215 | 971,744 | 976,513 | 1,008,763 | |||||||||||||||
Federal Home Loan Bank advances |
31,222 | 1,685 | - | 1 | 1 | |||||||||||||||
Other borrowings |
54 | 586 | 24 | 8 | 13 | |||||||||||||||
Shareholders' equity |
125,664 | 123,299 | 100,795 | 101,613 | 99,729 | |||||||||||||||
SELECT PERFORMANCE RATIOS |
||||||||||||||||||||
Return on average assets |
0.75 |
% |
0.66 |
% |
8.16 |
% |
0.55 |
% |
0.79 |
% | ||||||||||
Return on average shareholders' equity |
6.54 | 5.87 | 87.51 | 5.92 | 8.85 | |||||||||||||||
Net interest margin |
3.94 | 3.86 | 3.83 | 3.92 | 3.77 | |||||||||||||||
CAPITAL RATIOS |
||||||||||||||||||||
Average shareholders' equity as a percentage of average assets |
11.48 |
% |
11.24 |
% |
9.33 |
% |
9.35 |
% |
8.93 |
% | ||||||||||
Shareholders' equity as a percentage of assets |
11.55 | 11.36 | 11.00 | 9.13 | 9.08 | |||||||||||||||
Tier 1 risk-based capital |
14.82 | 14.24 | 14.26 | 13.67 | 13.48 | |||||||||||||||
Total risk-based capital |
16.08 | 15.49 | 15.52 | 14.93 | 14.74 | |||||||||||||||
Tier 1 leverage |
11.37 | 11.03 | 10.95 | 10.06 | 9.63 | |||||||||||||||
ASSET QUALITY INFORMATION |
||||||||||||||||||||
Allowance for loan losses |
$ | 16,243 | $ | 16,485 | $ | 16,706 | $ | 17,218 | $ | 17,470 | ||||||||||
Nonaccrual loans |
14,035 | 15,108 | 14,735 | 16,752 | 17,106 | |||||||||||||||
Nonperforming assets |
21,538 | 22,653 | 23,064 | 25,081 | 28,194 | |||||||||||||||
Loans 90 days past due and still accruing interest |
- | - | 1,723 | - | - | |||||||||||||||
Net loans charged-off |
242 | 2,021 | 1,157 | 922 | 705 | |||||||||||||||
Allowance for loan losses as a percentage of gross loans |
2.15 |
% |
2.15 |
% |
2.21 |
% |
2.32 |
% |
2.39 |
% | ||||||||||
Nonaccrual loans and loans 90 days past due and still accruing interest as a percentage of gross loans and other loans held for sale |
1.86 | 1.97 | 2.17 | 2.26 | 2.34 | |||||||||||||||
Nonperforming assets and loans 90 days past due and still accruing interest as a percentage of total assets |
1.96 | 2.08 | 2.25 | 2.31 | 2.56 | |||||||||||||||
Net loans charged-off as a percentage of average gross loans |
0.13 | 0.64 | 0.61 | 0.50 | 0.39 | |||||||||||||||
OTHER DATA |
||||||||||||||||||||
Number of full-service branches |
25 | 25 | 25 | 25 | 25 | |||||||||||||||
Number of full-time equivalent employees |
305.0 | 301.5 | 302.5 | 312.5 | 322.5 |
Executive Summary
Company Overview
Our financial results for 2009 through the first quarter of 2014 were significantly impacted by the economic recession from December 2007 to June 2009 (commonly referred to as the “Great Recession”) and its aftermath. While the economy has generally improved since then, overall economic conditions continue to present challenges for the banking industry and the Company. At the same time, the Company was impacted by fast growth from 2004 through the first quarter of 2009 during which time total assets grew 57%. This caused the Company to reach a natural “maturity/life cycle hump” requiring a more sophisticated approach to operating and managing our business.
In response to these challenges, in June 2009, the Board of Directors and Company leadership adopted and began executing a proactive and aggressive Strategic Project Plan to address issues related to credit quality, liquidity, earnings and capital. The Strategic Project Plan and subsequent annual strategic plans included significant strategic changes to the Company’s operations, including:
● |
Reducing total assets primarily through the resolution of problem assets, losses from which resulted in overall annual losses in 2009 through 2012, |
● |
Raising $114 million in capital through a Private Placement consummated in 2010 (the “Private Placement”), |
● |
Repositioning the balance sheet from an asset/liability management standpoint including strategic reduction in higher cost time deposits, |
● |
Rationalizing our branch network and headcount, |
● |
Refining our infrastructure, technology platform, and process improvements, |
● |
Focusing on revenue enhancements, expense reductions and efficiency, |
● |
Refining our organization structure and lines of business, and reconstituting our Senior Leadership Team, |
● |
Implementing new products and services including electronic delivery and specialized lending niches such as Small Business Administration (“SBA”), corporate banking and private banking, |
● |
Developing tailored go-to-market strategies and expertise by line of business, and |
● |
Returning to annual profitability in 2013. |
We expect to remain profitable going forward, and believe our earnings will be more stable and predictable on a going-forward basis. In addition, we are now executing on a growth strategy that includes controlled and managed growth concentrating first on organic loan and deposit growth and then potential growth through mergers and acquisitions of bank branches or whole bank acquisitions of smaller banks in our current or contiguous markets.
Our performance going forward is subject to numerous risks and uncertainties, many of which are beyond our control, and we can provide no assurance regarding the sustainability of, or improvement in, future earnings. In addition, the pace of future problem asset resolution activities may vary and, as a result, the level of credit-related expenses may fluctuate from period to period.
First Quarter 2014 Highlights
Following the significant completion of many of the strategic initiatives in our Strategic Project Plan, beginning in 2013 we transitioned our focus from addressing the significant issues of the past few years to our forward-looking Value Creation Strategy with particular focus on the Client and Teammate Experiences. The Client Experience is focused on execution of a comprehensive and intentional approach to engendering a “positive personal experience” for all interactions with The Palmetto Bank. The Teammate Experience is focused on a culture of high performance in which our team is inspired to do its best and win against the competition. Both involve innovative and creative thinking to meet evolving expectations. Our ongoing strategic decisions and investments will be determined in the context of executing on the Client and Teammate Experiences, both of which, along with achieving high performing financial results, are expected to increase the value of The Palmetto Bank franchise.
Highlights for the three months ended March 31, 2014 include:
|
● |
We improved our net interest margin eight basis points as we increased transaction deposits and further reduced time deposit balances and rates. Our cost of funds, including noninterest bearing deposits, was 0.06% for the quarter. |
|
● |
We experienced a reduction in net loans resulting, in part, from slowing loan demand and pay-offs that outpaced loan production. |
|
● |
We continued to enhance our existing products and services, including implementation of new technology for private banking clients and adding additional dealers to our lending network for our indirect automobile lending business. |
|
● |
We continued to implement product, process and technology enhancements to improve the Client Experience, risk management and operational efficiency. Examples include a tailored suite of products and services for private banking clients, a product guide and dedicated toll-free number for our eTreasury clients, personal financial management added to online banking, enhanced wire processing procedures including call back automation and enhanced document imaging system automation. |
|
● |
Our credit quality continued to improve with further reduction in nonperforming assets, charge-offs and credit-related expenses. |
|
● |
We maintained our focus on growing core deposits (defined as total deposits excluding time deposits in excess of $100 thousand) and reduced our FHLB advances outstanding. |
|
● |
We further enhanced our liquidity position by obtaining a new $10 million unsecured line of credit from a correspondent bank in March 2014. |
|
● |
Our stock price appreciated 9% during the quarter. |
First Quarter 2014 Financial Overview
For the three months ended March 31, 2014, the Company reported net income of $2.0 million compared to $2.2 million for the three months ended March 31, 2013. The results of operations for first quarter 2014, as compared to the same period of 2013, were primarily influenced by the following factors:
● |
Net interest income decreased $36 thousand, and net interest margin increased 17 basis points to 3.94%. The decrease in net interest income was due to lower deposit costs, strategic reductions in higher-priced certificate of deposit accounts and higher loan fees. These increases were partially offset by a reduction in interest-earning asset yields. |
● |
Total credit-related expenses, defined as provision for loan losses, foreclosed real estate writedowns and expenses and loan workout expenses declined from $1.0 million during first quarter 2013 to $444 thousand during the first quarter 2014 as a result of an overall improvement in credit quality and the pace of problem asset resolution activity. Classified assets decreased $21.5 million from March 31, 2013 to March 31, 2014, and nonperforming assets declined $6.7 million during the same period. In addition, net charge-offs declined from $705 thousand for the months ended March 31, 2013 to $242 thousand for the three months ended March 31, 2014. |
● |
Fees for trust, investment management and brokerage services declined $623 thousand as the result of the June 2013 transfer of our trust accounts to Thomasville National Bank (“TNB”), a wholly-owned subsidiary of Thomasville Bancshares, Inc., and the August 2013 conversion of our brokerage platform to Investment Professionals, Inc. (“IPI”). These actions were part of our more integrated go-forward Wealth Management strategy to provide our clients seamless access to the comprehensive suite of products and services they need to achieve their financial goals (including our expansion into and June 2013 hiring of a dedicated Private Banker). While gross fees declined, we no longer incur the personnel and other operating costs for these businesses and, therefore, experienced a decline in those expense categories as well. |
● |
Mortgage-banking income declined $110 thousand from the first quarter 2013 to first quarter 2014 due to lower sales volume. |
● |
During the first quarter 2014, we realized a net gain on the sale of investment securities of $85 thousand as a result of sales of certain mortgage-backed pass-through and collateralized mortgage obligations. Proceeds were reinvested into investment securities with a more favorable total return profile in a rising rate environment. |
● |
As part of our strategy to diversify our revenues and effectively utilize our cash balances, during September 2013 we invested $5.0 million in an account managed by a third party to trade municipal securities. For the three months ended March 31, 2014, net trading account income totaled $171 thousand, interest income totaled $46 thousand and related investment management expenses totaled $88 thousand. |
● |
As an alternative source of income and to fund overall employee benefits costs, we purchased bank-owned life insurance (“BOLI”) involving two fully-funded general account life insurance policies for which all premiums were paid by us during the fourth quarter 2013. During the three months ended March 31, 2014, earnings related to these policies totaled $74 thousand. |
● |
Salaries and personnel expense declined $308 thousand as a result of fewer average full-time equivalent teammates (primarily related to the trust and brokerage transactions described above a reduction in branch hours during the first quarter 2014 to better match client usage patterns of our various delivery channels), lower incentive plan accruals and lower commission expense. These declines were partially offset by increased use of contract personnel and, to a lesser extent, the reinstated employer match payments under The Palmetto Bank 401(k) Retirement Plan (the “401(k) Plan”). |
● |
As previously described, since 2012 we have implemented several client-facing and internal operational changes designed to enhance the Client Experience and improve operational efficiency. These changes were the primary reasons for an increase in software licensing and maintenance fees and professional services fees of $313 thousand during the first quarter 2014 as compared to the first quarter 2013. |
Financial Condition
The following discussion and analysis of our financial condition is provided on a consolidated basis with commentary on business specific implications where more granular information is available.
PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Balance Sheets
(in thousands)
March 31, 2014 |
December 31, 2013 |
Dollar variance |
Percent variance |
|||||||||||||
Assets |
||||||||||||||||
Cash and cash equivalents |
||||||||||||||||
Cash and due from banks |
$ | 65,942 | $ | 38,178 | $ | 27,764 | 72.7 |
% | ||||||||
Total cash and cash equivalents |
65,942 | 38,178 | 27,764 | 72.7 | ||||||||||||
Federal Home Loan Bank stock, at cost |
1,881 | 2,950 | (1,069 | ) | (36.2 | ) | ||||||||||
Trading account assets, at fair value |
5,247 | 5,118 | 129 | 2.5 | ||||||||||||
Investment securities available for sale, at fair value |
208,772 | 214,383 | (5,611 | ) | (2.6 | ) | ||||||||||
Mortgage loans held for sale |
2,474 | 1,722 | 752 | 43.7 | ||||||||||||
Loans, gross |
755,878 | 767,513 | (11,635 | ) | (1.5 | ) | ||||||||||
Less: allowance for loan losses |
(16,243 | ) | (16,485 | ) | 242 | (1.5 | ) | |||||||||
Loans, net |
739,635 | 751,028 | (11,393 | ) | (1.5 | ) | ||||||||||
Premises and equipment, net |
22,980 | 23,367 | (387 | ) | (1.7 | ) | ||||||||||
Accrued interest receivable |
3,472 | 3,535 | (63 | ) | (1.8 | ) | ||||||||||
Foreclosed real estate |
7,490 | 7,502 | (12 | ) | (0.2 | ) | ||||||||||
Deferred tax asset, net |
20,546 | 22,087 | (1,541 | ) | (7.0 | ) | ||||||||||
Bank-owned life insurance |
11,691 | 11,617 | 74 | 0.6 | ||||||||||||
Other assets |
9,277 | 8,742 | 535 | 6.1 | ||||||||||||
Total assets |
$ | 1,099,407 | $ | 1,090,229 | $ | 9,178 | 0.8 |
% | ||||||||
Liabilities and shareholders' equity |
||||||||||||||||
Liabilities |
||||||||||||||||
Deposits |
||||||||||||||||
Noninterest-bearing |
$ | 191,474 | $ | 178,075 | $ | 13,399 | 7.5 |
% | ||||||||
Interest-bearing |
736,559 | 729,285 | 7,274 | 1.0 | ||||||||||||
Total deposits |
928,033 | 907,360 | 20,673 | 2.3 | ||||||||||||
Retail repurchase agreements |
17,319 | 18,175 | (856 | ) | (4.7 | ) | ||||||||||
Federal Home Loan Bank advances |
20,000 | 35,000 | (15,000 | ) | (42.9 | ) | ||||||||||
Other liabilities |
7,103 | 5,877 | 1,226 | 20.9 | ||||||||||||
Total liabilities |
972,455 | 966,412 | 6,043 | 0.6 | ||||||||||||
Shareholders' equity |
||||||||||||||||
Preferred stock |
- | - | - | - | ||||||||||||
Common stock |
127 | 127 | - | - | ||||||||||||
Capital surplus |
144,876 | 144,624 | 252 | 0.2 | ||||||||||||
Accumulated deficit |
(8,613 | ) | (10,641 | ) | 2,028 | (19.1 | ) | |||||||||
Accumulated other comprehensive loss, net of tax |
(9,438 | ) | (10,293 | ) | 855 | (8.3 | ) | |||||||||
Total shareholders' equity |
126,952 | 123,817 | 3,135 | 2.5 | ||||||||||||
Total liabilities and shareholders' equity |
$ | 1,099,407 | $ | 1,090,229 | $ | 9,178 | 0.8 |
% |
Cash and Cash Equivalents
We have strategically reduced our cash balances to current levels as carrying excess cash had a negative impact on our interest income since we currently only earn 25 basis points on our deposits with the Federal Reserve as compared to what we could earn investing this cash in assets that generate a greater return such as loans and investment securities available for sale. We have allowed cash balances to increase as compared to December 31, 2013 in order to meet projected loan growth and repay maturing FHLB advances.
Concentrations and Restrictions. In an effort to manage counterparty risk, we generally do not sell federal funds to other financial institutions because they are essentially uncollateralized loans. We regularly evaluate the risk associated with the counterparties to these potential transactions to ensure that we would not be exposed to any significant risks with regard to our cash and cash equivalent balances if we were to engage in any such transactions.
FHLB Stock
As an FHLB member, we are required to purchase and maintain stock in the FHLB. At December 31, 2013, we owned FHLB stock with a carrying value of $3.0 million. During the three months ended March 31, 2014, we purchased $225 thousand in FHLB stock, and the FHLB redeemed $1.3 million of our FHLB stock at book value thereby decreasing our balance to $1.9 million at March 31, 2014. No ready market exists for this stock, and it has no quoted market value. Purchases and redemptions are normally transacted each quarter to adjust our investment to the required amount based on FHLB requirements. Requests for redemptions are met at the discretion of the FHLB. We have experienced no interruption in such redemptions. Dividends are paid on this stock at the discretion of the FHLB. We have received dividends on our FHLB stock, and the average dividend yield for the three months ended March 31, 2014 was 2.08%. There can be no guarantee of future dividends.
Trading Account Assets
As part of our strategy to diversify our revenues and effectively utilize our cash balances, in September 2013 we invested $5.0 million in an account that is managed by a third party to trade municipal securities. Under the agreement, the third party has discretionary power to trade in the account subject to certain restrictions. The investment strategy is to trade small and odd lot municipal securities which tend to trade at wider bid and offered spreads, allowing for higher trading profits than larger block sizes. By trading in small and odd lot municipal securities, the account takes advantage of trading opportunities by allocating funds across a wide variety of securities that are immediately available for resale to broker-dealers, financial planners and electronic trading companies. Cash in the account pending investment in municipal bonds is generally held in liquid, insured bank deposits. Trading account assets may not be withdrawn from the account until September 2014.
At March 31, 2014, the trading account included municipal securities of $4.8 million and insured bank deposits of $432 thousand. For the three months ended March 31, 2014, net trading account income totaled $171 thousand, interest income totaled $46 thousand and related investment management expenses, included in professional services noninterest expense, totaled $88 thousand .
All of the municipal securities included in trading account assets at March 31, 2014 were investment grade.
Investment Securities Available for Sale
Composition. The fair value of the investment securities available for sale portfolio represented 19.0% of total assets at March 31, 2014 and 19.7% of total assets at December 31, 2013.
The following table summarizes the amortized cost and fair value composition of our investment securities available for sale portfolio at the dates indicated (dollars in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||||||||||||||||||
Amortized cost |
Fair value |
% of total |
Amortized cost |
Fair value |
% of total |
|||||||||||||||||||
U.S. agency |
$ | 1,940 | $ | 1,943 | 0.9 |
% |
$ | - | $ | - | - |
% | ||||||||||||
State and municipal |
7,247 | 7,296 | 3.5 | 7,393 | 7,460 | 3.5 | ||||||||||||||||||
Collateralized mortgage obligations (federal agencies) |
89,979 | 86,867 | 41.6 | 97,303 | 93,132 | 43.4 | ||||||||||||||||||
Other mortgage-backed (federal agencies) |
77,459 | 77,029 | 36.9 | 76,852 | 76,020 | 35.5 | ||||||||||||||||||
SBA loan-backed (federal agency) |
35,589 | 35,637 | 17.1 | 37,655 | 37,771 | 17.6 | ||||||||||||||||||
Total investment securities available for sale |
$ | 212,214 | $ | 208,772 | 100.0 |
% |
$ | 219,203 | $ | 214,383 | 100.0 |
% |
The net unrealized loss on investment securities available for sale at March 31, 2014 reflects an increase in longer-term interest rates primarily resulting from the Federal Reserve’s tapering of asset purchases related to its quantitative easing program. While the investment securities portfolio is currently in an unrealized loss position, absent any unexpected credit losses, we will recover the full principal amount of these securities if we hold them to maturity.
All of the investment securities available for sale at March 31, 2014 were investment grade.
We continue to evaluate the interest rate sensitivity of our investment securities portfolio in anticipation of rising interest rates. At March 31, 2014, the estimated decrease in fair value resulting from an instantaneous 100 basis point increase in interest rates was 4.43%.
Maturities. The following table summarizes the amortized cost and book yield of investment securities available for sale at March 31, 2014 by contractual maturity and estimated principal repayment distribution (dollars in thousands). United States (“U.S.”) agency and state and municipal securities are organized based on contractual maturity. Principal amounts on collateralized mortgage obligations, other mortgage-backed securities and SBA loan-backed securities are not due at a single maturity date and are subject to early repayment based on prepayment activity of underlying loans. Therefore, collateralized mortgage obligations, other mortgage-backed securities and SBA loan-backed securities are organized based on estimated cash flows using current prepayment assumptions.
Amortized cost |
Book yield |
|||||||
Due in one year or less |
$ | - | - |
% | ||||
Due after one year through five years |
- | - | ||||||
Due after five years through ten years |
1,940 | 2.5 | ||||||
Due after ten years |
- | - | ||||||
U.S. agency |
1,940 | 2.5 | ||||||
Due in one year or less |
3,112 | 3.6 | ||||||
Due after one year through five years |
1,971 | 3.5 | ||||||
Due after five years through ten years |
2,164 | 2.6 | ||||||
Due after ten years |
- | - | ||||||
State and municipal |
7,247 | 3.3 | ||||||
Due in one year or less |
2,038 | 0.6 | ||||||
Due after one year through five years |
8,242 | 3.1 | ||||||
Due after five years through ten years |
79,699 | 2.2 | ||||||
Due after ten years |
- | - | ||||||
Collateralized mortgage obligations (federal agencies) |
89,979 | 2.3 | ||||||
Due in one year or less |
773 | 13.4 | ||||||
Due after one year through five years |
35,621 | 2.4 | ||||||
Due after five years through ten years |
16,712 | 1.2 | ||||||
Due after ten years |
24,353 | 2.3 | ||||||
Other mortgage-backed (federal agencies) |
77,459 | 2.2 | ||||||
Due in one year or less |
- | - | ||||||
Due after one year through five years |
24,505 | 0.4 | ||||||
Due after five years through ten years |
- | - | ||||||
Due after ten years |
11,084 | 2.6 | ||||||
SBA loan-backed (federal agency) |
35,589 | 1.1 | ||||||
Due in one year or less |
5,923 | 3.8 | ||||||
Due after one year through five years |
70,339 | 1.8 | ||||||
Due after five years through ten years |
100,515 | 2.1 | ||||||
Due after ten years |
35,437 | 2.4 | ||||||
Total investment securities available for sale |
$ | 212,214 | 2.1 |
% |
Concentrations. The following table summarizes issuer concentrations of collateralized mortgage obligations for which aggregate fair values exceed 10% of shareholders’ equity at March 31, 2014 (dollars in thousands).
Issuer |
Aggregate amortized cost |
Aggregate fair value |
Fair value as a % of shareholders' equity |
|||||||||
Federal Home Loan Mortgage Corporation |
$ | 65,081 | $ | 62,883 | 49.5 |
% | ||||||
Government National Mortgage Association |
24,373 | 23,463 | 18.5 |
The following table summarizes issuer concentrations of other mortgage-backed investment securities for which fair values exceed 10% of shareholders’ equity at March 31, 2014 (dollars in thousands).
Issuer |
Aggregate amortized cost |
Aggregate fair value |
Fair value as a % of shareholders' equity |
|||||||||
Government National Mortgage Association |
$ | 65,760 | $ | 65,403 | 51.5 |
% |
Pledged. At March 31, 2014 and December 31, 2013, securities totaling $128.9 million and $119.6 million, respectively, were pledged to secure public funds deposits and our retail repurchase agreements as well as our Federal Reserve and correspondent bank lines of credit.
Lending Activities
Gross loans continue to be the largest component of our assets and primary generator of interest income. The following table summarizes activity within gross loans at the dates and for the periods indicated (in thousands).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Gross loans, beginning of period |
$ | 767,513 | $ | 738,282 | ||||
Reductions: |
||||||||
Transfers to foreclosed real estate |
455 | 1,270 | ||||||
Transfers to other loans held for sale |
1,166 | 1,730 | ||||||
Net loans charged-off |
242 | 705 | ||||||
Paydowns and other reductions net of loan originations |
9,772 | 3,813 | ||||||
Total reductions |
11,635 | 7,518 | ||||||
Gross loans, end of period |
$ | 755,878 | $ | 730,764 |
We are currently pursuing new loan growth to generate a higher level of interest-earning assets. Presently, demand for new loans from credit-worthy borrowers is not yet consistent or sustained and, therefore, very competitive with reduced rates. We have experienced uneven but generally improved monthly loan origination volumes since 2012 in certain products and markets, but such improved origination activity is not yet indicative of a continuing trend.
Other Loans Held for Sale. For disclosure regarding activity within other loans held for sale and the related valuation allowance, if applicable, for the three months ended March 31, 2014 and 2013, see Item 1. Financial Statements, Note 6, Other Loans Held for Sale and Valuation Allowance.
During the three months ended March 31, 2014 and 2013, we sold SBA loans for proceeds totaling $1.2 million and $1.9 million, respectively, and recognized gains of $70 thousand and $173 thousand, respectively.
Loan Composition. See Item 1. Financial Statements, Note 5, Loans, for a summary of gross loans categorized by portfolio segment as of March 31, 2014 and December 31, 2013. Mortgage loans serviced for the benefit of others totaled $385.9 million and $384.5 million at March 31, 2014 and December 31, 2013, respectively, and are not included in our Consolidated Balance Sheets since they are not owned by us.
Concentrations. At March 31, 2014, commercial real estate loans comprised 58.9% of gross loans and 333.7% of the Bank’s total regulatory capital and are primarily concentrated within nonfarm nonresidential commercial real estate.
Pledged. The Bank must pledge collateral to borrow from the FHLB and cover the various Federal Reserve services that are available for use by the Bank. For disclosure regarding pledged loan collateral, see Item 1. Financial Statements, Note 5, Loans.
Asset Quality. Given the negative credit-quality trends that began in 2008 and accelerated during 2009 and 2010, we performed extensive analysis of our commercial loan portfolio with particular focus on commercial real estate loans. The analysis included internal and external loan reviews that required detailed, written analyses for the loans reviewed and vetting of the risk rating, accrual status and collateral valuation of loans. Of particular significance is that these reviews identified 57 individual loans that resulted in $97.5 million (51%) of the $191.9 million of net loan charge-offs and writedowns on other loans held for sale and foreclosed real estate recorded from 2009 through 2012. In general, these loans had one or more of the following common characteristics:
● |
Individually larger commercial real estate loans originated between 2004 and 2008 that were larger and more complex loans than we historically originated, |
● |
Out-of-market loans, participated loans purchased from other banks or brokered loans brought to us by loan brokers which were generally to nonclients for whom we generally had no pre-existing banking relationship and/or |
● |
Concentrated originations in commercial real estate including acquisition, development and construction loans by loan officers who did not have the level of specialized expertise necessary to more effectively underwrite and manage these types of loans. |
Our commercial real estate loan portfolio was negatively impacted by the challenging economic environment that began in 2008. This specific pool of loans was the primary contributor to our deteriorated asset quality, increased charge-offs and resulting net losses from 2009 to 2012. In addition, this pool of loans exhibited a loss rate much higher than the remainder of the loan portfolio that was comprised of loans in our market area to our in-market clients that were underwritten by loan officers using our credit underwriting standards. Accordingly, with regard to the credit quality of the remaining loan portfolio, we do not currently believe that the higher loss rate incurred on this particular pool of loans is indicative of the loss rate to be incurred on the remaining loan portfolio. By the end of 2012, we had substantially resolved this pool of problem loans and, as a result, our credit losses during 2013 and the first quarter of 2014 have been much less significant.
While asset-quality measures remain at historically subpar levels, such measures have improved significantly from their negative peak levels.
Nonperforming Assets. The following table summarizes nonperforming assets, by class, at the dates indicated (dollars in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Commercial real estate |
||||||||
Construction, land development and other land loans |
$ | 3,197 | $ | 3,872 | ||||
Multifamily residential |
180 | 181 | ||||||
Nonfarm nonresidential |
5,382 | 4,832 | ||||||
Total commercial real estate |
8,759 | 8,885 | ||||||
Single-family residential |
||||||||
Single-family real estate, revolving, open-end loans |
564 | 797 | ||||||
Single-family real estate, closed-end, first lien |
2,686 | 3,176 | ||||||
Single-family real estate, closed-end, junior lien |
109 | 129 | ||||||
Total single-family residential |
3,359 | 4,102 | ||||||
Commercial and industrial |
1,764 | 1,885 | ||||||
Indirect automobile |
136 | 210 | ||||||
All other consumer |
17 | 26 | ||||||
Total consumer |
153 | 236 | ||||||
Farmland and other |
- | - | ||||||
Total nonaccrual loans |
14,035 | 15,108 | ||||||
Foreclosed real estate |
7,490 | 7,502 | ||||||
Repossessed personal property |
13 | 43 | ||||||
Total foreclosed real estate and repossessed personal property |
7,503 | 7,545 | ||||||
Total nonperforming assets |
$ | 21,538 | $ | 22,653 | ||||
Troubled debt restructurings included in nonaccrual loans above |
$ | 1,942 | $ | 2,184 | ||||
Loans |
755,878 | 767,513 | ||||||
Total assets |
1,099,407 | 1,090,229 | ||||||
Total nonaccrual loans as a percentage of: |
||||||||
loans |
1.86 |
% |
1.97 |
% | ||||
total assets |
1.28 | 1.39 | ||||||
Total nonperforming assets as a percentage of: |
||||||||
loans and foreclosed real estate and personal property |
2.82 |
% |
2.92 |
% | ||||
total assets |
1.96 | 2.08 |
Nonaccrual loans are those loans for which payment in full of principal or interest is not expected. In most cases, loans are automatically placed in nonaccrual status when the loan payment becomes 90 days delinquent and no acceptable repayment arrangement has been made with the client. Loans may also be placed in nonaccrual status if we determine that a factor other than delinquency (such as imminent foreclosure or bankruptcy proceedings) causes us to believe that more than a normal amount of risk exists with regard to collectability. When the loan is placed in nonaccrual status, accrued interest income is reversed. Thereafter, any cash payments received on the nonaccrual loan are applied as a principal reduction until the entire unamortized basis of the loan has been recovered. Any additional amounts received are reflected in interest income.
When the probability of future collectability on a nonaccrual loan declines, we may take additional collection measures including commencing foreclosure. Specific steps must be taken when commencing foreclosure action on loans secured by real estate, which take an extended period of time based on state-specific legal requirements.
Total loans migrating into nonaccrual status were $2.0 million and $4.5 million for the three months ended March 31, 2014 and 2013, respectively. We believe the overall trend in loans migrating into nonaccrual status is an indication of improved credit quality in our overall loan portfolio and a leading indicator of more normalized credit losses going forward.
The following table summarizes nonaccrual loans with balances greater than $1 million, by collateral type, at March 31, 2014. One of these loans was an out-of-market, purchased participation loan.
% of total nonaccrual loans |
Loan count |
|||||||
Residential lots/golf course development |
9 |
% |
1 | |||||
Commercial-use real estate |
12 | 1 | ||||||
Total |
21 |
% |
2 |
Additional interest income of $169 thousand would have been reported during the three months ended March 31, 2014 had loans classified as nonaccrual during the period performed in accordance with their current contractual terms. As a result, our earnings did not include this interest income.
The following table summarizes the foreclosed real estate portfolio, by class, at March 31, 2014 (in thousands).
Construction, land development and other land |
$ | 6,472 | ||
Single-family residential |
449 | |||
Nonfarm nonresidential |
569 | |||
Total foreclosed real estate |
$ | 7,490 |
Included in foreclosed real estate at March 31, 2014 were 77 residential lots with an aggregate net book value of $6.4 million in three separate communities related to one real estate development. In December 2013, ownership of the development was consolidated, and the current owner is refining its development and marketing plan. We continue to work directly with the owner to market and sell our lots. Due to the number of lots owned, change in ownership of the development in December 2013 and the generally depressed state of the residential housing market, absent a bulk sale of the lots, we expect the resolution of these lots to occur over several years, and this resolution may result in additional writedowns based on receipt of annual appraisals.
Foreclosed real estate properties are being actively marketed with the primary objective of liquidating the collateral at a level that most accurately approximates fair value and allows recovery of as much of the unpaid principal balance as possible in a reasonable period of time. We generally obtain third-party, “as-is” appraisals on foreclosed real estate at the time it is classified as such if a recent appraisal has not been obtained within the most recent 12-month period. Loan charge-offs are recorded prior to or upon foreclosure to writedown the loans to fair value less estimated costs to sell. Until the time of disposition, we normally obtain updated appraisals annually. For some assets, additional writedowns have been taken based on receipt of updated third-party appraisals for which appraised values continue to decline. However, the rate of decline appears to be slowing and recent appraisals and sales generally indicate signs of stabilizing values. Based on currently available valuation information, the carrying value of these assets is believed to be representative of their fair value less estimated costs to sell although there can be no assurance that the ultimate proceeds from the sale of these assets will be equal to or greater than the carrying values, particularly in the current economic environment.
For disclosure regarding changes in foreclosed real estate at and for the three months ended March 31, 2014 and 2013, see Item 1. Financial Statements, Note 10, Foreclosed Real Estate and Repossessed Personal Property.
Writedowns charged to expense during the first quarter 2014 include writedowns of $123 thousand and $73 thousand related to the receipt of updated appraisals and the execution of sales contracts, respectively. Included in foreclosed real estate writedowns and expenses during the first quarter 2014 were writedowns of $131 thousand related to the residential lots in two of three separate communities related to one real estate development.
Troubled Debt Restructurings. Troubled debt restructurings are loans for which we made concessions to the borrowers when they were restructured from their original contractual terms due to financial difficulty of the borrower (for example, a reduction in the contractual interest rate below that at which the borrower could obtain new credit from another lender). As part of our proactive actions to resolve problem loans and the resulting individual loan workout plans, we may restructure loans to assist borrowers facing cash flow challenges to facilitate ultimate repayment of the loan and minimize our loss. Troubled debt restructurings totaled $27.6 million and $28.9 million at March 31, 2014 and December 31, 2013, respectively, of which $25.7 million (93.0%) and $26.7 million (92.5%) were performing.
At December 31, 2013, we had three loans that had been legally split into separate loans (commonly referred to as an A/B loan structure). Cumulative net charge-offs of $2.6 million have been recorded on these loans. The aggregate balances of the A and B loans at December 31, 2013 were $4.7 million and $2.1 million, respectively. During the first quarter 2014, the A note relative to one A/B loan structure was repaid for which the B note had been previously charged-off. As a result, at March 31, 2014, we only had two loans that had been split into an A/B loan structure. Cumulative net charge-offs of $381 thousand have been recorded on these loans, none of which was charged-off during the first quarter 2014. As of March 31, 2014, all of the A loans are currently performing in accordance with their terms. The aggregate balances of the A and B loans at March 31, 2014 were $4.4 million and $2.1 million, respectively. Additionally, at March 31, 2014, both of the A/B loan structures were reported as troubled debt restructurings.
Seven individual loans greater than $1 million comprised $23.7 million (86.0%) of our troubled debt restructurings at March 31, 2014. Two of these loans experienced a term concession, two experienced rate and term concessions, one experienced rate and term concessions as well as principal curtailment, one experienced a reduction in principal and one experienced a rate concession. At March 31, 2014, six of the seven troubled debt restructurings individually greater than $1 million were performing.
Loans classified as troubled debt restructurings may be removed from this status for disclosure purposes after a specified period of time if the restructured agreement specifies an interest rate equal to or greater than the rate that the lender was willing to accept at the time of the restructuring for a new loan with comparable risk, and the loan is performing in accordance with the terms specified by the restructured agreement. During the first quarter 2014, troubled debt restructurings totaling $956 thousand were removed from troubled debt restructuring status, and we currently anticipate additional reclassifications during the remainder of 2014.
For additional disclosure regarding troubled debt restructurings, see Item 1. Financial Statements, Note 5, Loans.
Potential Problem Loans. Potential problem loans (loans risk rated 6 or 7 under our risk rating system and, therefore, classified as substandard and doubtful, respectively) consist of commercial loans and consumer loans within the commercial relationships that are not already classified as nonaccrual for which questions exist as to the current sound worth and paying capacity of the client or of the collateral pledged, if any, that have a well-defined weakness or weaknesses that jeopardize the liquidation of the loan and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. We monitor these loans closely and review performance on a regular basis. As of March 31, 2014, total potential problem loans totaled $31.2 million, of which $14.4 million were troubled debt restructurings. Although total potential problem loans increased $2.7 million (9.4%) from December 31, 2013 to March 31, 2014 primarily related to one relationship, potential problem loans decreased $116.3 million (78.8%) from the June 30, 2010 peak to March 31, 2014.
Allowance for Loan Losses. The allowance for loan losses represents an amount that we believe will be adequate to absorb probable losses inherent in our loan portfolio as of the balance sheet date. Assessing the adequacy of the allowance for loan losses is a process that requires considerable judgment. Our judgment in determining the adequacy of the allowance is based on evaluations of the collectability of loans including consideration of factors such as the balance of impaired loans, the quality, mix and size of our overall loan portfolio, economic conditions that may impact the overall loan portfolio or an individual borrower’s ability to repay, the amount and quality of collateral securing the loans, our historical loan loss experience and borrower and collateral specific considerations for loans individually evaluated for impairment.
The allowance for loan losses decreased to $16.2 million, or 2.15% of gross loans, at March 31, 2014, compared to $16.5 million, or 2.15% of gross loans, at December 31, 2013. The same coverage percentage at March 31, 2014 as compared to December 31, 2013 was the result of signs of softening in the overall economic environment during the first quarter, including a general slowing of business activity and loan production in our markets which may be temporary as it may have been due, in part, to inclement weather experienced in the first quarter 2014.
In general, since 2012 we have experienced improved trends in certain credit-quality statistics related to our loan portfolio. Total loans migrating into nonaccrual status have declined from the elevated levels experienced in 2010 and 2011 and, as a result, nonaccrual loans of $14.0 million at March 31, 2014 represented an 87.6% reduction from the peak at March 31, 2010 and a $1.1 million, or 7.1% reduction from December 31, 2013. In addition, the loss severity on individual problem loans has decreased as we obtain annual appraisals. To the extent such improvement in credit quality continues, we may further reduce our allowance for loan losses in future periods based on our assessment of the inherent risk in the loan portfolio at those future reporting dates.
We continue to pursue collection of charged-off loans, which may result in recoveries in future periods. Recoveries and/or other reductions in the allowance for loan losses may also result in a lower provision for loan losses being recorded in future periods. Conversely, there can be no assurance that loan losses in future periods will not exceed the current allowance for loan losses or that future increases in the allowance for loan losses will not be required. Additionally, no assurance can be given that our ongoing evaluation of the loan portfolio, in light of changing economic conditions and other relevant factors, will not require significant future additions to the allowance for loan losses thus adversely impacting our business, financial condition, results of operations and cash flows.
While it appears that appraised values on commercial real estate have stabilized, some appraisals continue to indicate reduced values. Given our relatively heavy concentration in commercial real estate loans, including individually large loans, we continue to maintain an allowance for loan losses at an elevated amount compared to historical levels.
The allowance for loan losses at March 31, 2014, and indirectly the provision for loan losses for the first quarter 2014, was determined based on the following specific factors, though this is not intended to be an all-inclusive list:
● |
The impact of the uncertain overall economic environment including inconsistent month to month business activity and loan production within our geographic market, |
● |
The cumulative impact of the extended duration of the economic environment on our clients, in particular commercial real estate loans for which we have a concentration, |
● |
The level of real estate development loans in which the majority of our losses have occurred although such loans have decreased 72.2% since June 30, 2009 (peak quarter-end real estate development loans), |
● |
The asset-quality metrics of our loan portfolio included a higher than historical level of nonperforming assets at March 31, 2014 although, while still at an elevated level, nonperforming assets decreased 84.8% from the peak at March 31, 2010, |
● |
Our criticized and classified loans increased 5.9% and 3.8%, respectively, from December 31, 2013 and have decreased 30.7% and 28.6% from March 31, 2013, respectively. Criticized and classified assets have declined in fifteen of the past sixteen quarters. |
● |
The trend and elevated level of the historical loan loss rates within our loan portfolio, |
● |
The results of our internal and external loan reviews and |
● |
Our individual impaired loan analysis which identified: |
o |
Improving but some stress on some borrowers based on liquidity, bank financing and credit availability and |
o |
Stabilizing but still generally depressed appraised values and market assumptions used to value real estate dependent loans. |
The following table summarizes allowance for loan losses activity, by portfolio segment, at the dates and for the periods indicated (dollars in thousands). Loans charged-off and recovered are charged or credited to the allowance for loan losses at the time realized.
At and for the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Allowance for loan losses, beginning of period |
$ | 16,485 | $ | 17,825 | ||||
Provision for loan losses |
- | 350 | ||||||
Loans charged-off |
||||||||
Commercial real estate |
161 | 464 | ||||||
Single-family residential |
104 | 133 | ||||||
Commercial and industrial |
- | 39 | ||||||
Consumer |
56 | 97 | ||||||
Other |
155 | 215 | ||||||
Total loans charged-off |
476 | 948 | ||||||
Recoveries |
||||||||
Commercial real estate |
5 | 31 | ||||||
Single-family residential |
91 | 43 | ||||||
Commercial and industrial |
12 | 10 | ||||||
Consumer |
31 | 34 | ||||||
Other |
95 | 125 | ||||||
Total loans recovered |
234 | 243 | ||||||
Net loans charged-off |
242 | 705 | ||||||
Allowance for loan losses, end of period |
$ | 16,243 | $ | 17,470 | ||||
Average gross loans |
$ | 762,939 | $ | 736,358 | ||||
Loans, gross |
755,878 | 730,764 | ||||||
Nonaccrual loans (1) |
14,035 | 17,106 | ||||||
Net loans charged-off as a percentage of average gross loans |
0.13 | % | 0.39 | % | ||||
Allowance for loan losses as a percentage of gross loans |
2.15 | 2.39 | ||||||
Allowance for loan losses as a percentage of nonaccrual loans |
115.73 | 102.13 |
(1) Nonaccrual loans includes loans classified as other loans held for sale of: |
$ | - | $ | 776 |
In addition to loans charged-off in their entirety in the ordinary course of business, included within total loans charged-off were charge-offs on loans individually evaluated for impairment for the three months ended March 31, 2014 and 2013 totaling $10 thousand and $112 thousand, respectively. Charge-offs were taken on certain collateral-dependent loans based on the status of the underlying real estate projects or our expectation that these loans would be foreclosed on, and we would take possession of the collateral. The loan charge-offs were recorded to reduce the carrying balance of the loans to the fair value of the underlying collateral less estimated costs to sell, which are generally based on third-party appraisals.
We analyze certain individual loans within the loan portfolio and make allocations to the allowance for loan losses based on the individual loan’s specific factors and other circumstances that impact the collectability of the loan. The population of loans evaluated for potential impairment includes all loans that are currently or have previously been classified as troubled debt restructurings, all loans with Bank-funded interest reserves and significant individual loans classified as doubtful and those in nonaccrual status. At March 31, 2014, we had three loan relationships totaling $4.8 million with a Bank-funded interest reserve. None of these loans were categorized as impaired at March 31, 2014.
In situations where a loan is determined to be impaired because it is probable that all principal and interest due according to the terms of the loan agreement will not be collected as scheduled, the loan is excluded from the general reserve calculation and is evaluated individually for impairment. The impairment analysis is based on the determination of the most probable source of repayment which is typically liquidation of the underlying collateral, but may also include the present value of estimated future cash flows or, in rare cases, the fair value of the loan itself.
At March 31, 2014 and December 31, 2013, impaired loans totaled $43.4 million and $44.7 million, respectively, of which $27.6 million and $28.9 million, respectively, were classified as troubled debt restructurings. At March 31, 2014, 53.9% of our loans evaluated individually for impairment, net of related allowance for loan losses, were valued based on the estimated fair value of collateral and 46.1%, net of related valuation allowance, were valued based on the present value of estimated future cash flows.
Generally for larger impaired loans valued based on the estimated fair value of collateral, current appraisals performed by approved third-party appraisers are the basis for estimating the fair value of the collateral. However, in situations where a current appraisal is not available, we use the best available information (including recent appraisals for similar properties, communications with qualified real estate professionals, information contained in reputable trade publications and other observable market data) to estimate fair value. The estimated costs to sell the property are then deducted from the appraised value to determine the loan’s net realizable value used to calculate the loan’s specific reserve.
For additional disclosure regarding the changes in the allowance for loan losses and recorded investment in gross loans, see Item 1. Financial Statements, Note 5, Loans.
Portions of the allowance for loan losses may be allocated to specific loans or portfolio segments. However, the entire allowance for loan losses is available for any loan that, in our judgment, should be charged-off. While we utilize the best judgment and information available to us, the ultimate adequacy of the allowance for loan losses depends on a variety of factors beyond our control including the performance of our loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.
Premises and Equipment, net and Long-Lived Assets Held for Sale
Premises and equipment, net decreased $387 thousand (16.6%) during the first quarter 2014 due primarily to depreciation of $593 thousand, partially offset by investments in technology to enhance the Client Experience and improve operational efficiency. Long-lived assets held for sale remained unchanged during the first quarter 2014 and are included in Other assets in the Consolidated Balance Sheets. We are currently marketing for sale a vacant parcel of land with a net book value of $562 thousand and a vacant Bank-owned branch facility with a net book value of $123 thousand, both of which are classified as long-lived assets held for sale.
Net Deferred Tax Asset
As of March 31, 2014, net deferred tax assets of $20.5 million were recorded in the Company’s Consolidated Balance Sheet. A portion of the net deferred tax asset includes the after-tax impact of net operating losses and realized built-in loss carryforwards. Based on available information as of this date, the Company determined that a valuation allowance against the deferred tax asset was not necessary.
Analysis of our ability to realize deferred tax assets requires us to apply significant judgment and is inherently subjective because the future occurrence of events and circumstances cannot be predicted with certainty. The net operating losses and realized built-in losses generated in 2010, 2011 and 2012 may be carried forward for income tax purposes up to 20 years. Thus, to the extent we generate sufficient taxable income in the future, we may be able to utilize the net operating losses and realized built-in losses for income tax purposes. The determination of how much of the net operating losses and realized built-in losses we expect to ultimately utilize, and the resulting recognition of these tax benefits in the Consolidated Balance Sheets, is based on sustained trends in our profitability and the projected utilization of deferred tax assets.
For disclosure regarding the impact of the Private Placement on our net deferred tax asset, see Item 1. Financial Statements, Note 15, Income Taxes.
Bank-Owned Life Insurance
As an alternative source of income and to fund overall teammate benefits costs, we purchased two BOLI policies on certain members of our leadership team for which all premiums were paid by us during the fourth quarter 2013. Each policy was funded with a premium of $5.0 million paid to an AA+ rated insurance company, and we are the sole beneficiary of the policies. To encourage the covered teammates to consent to the coverage, the Bank provided a $50 thousand taxable death benefit payable to the named beneficiaries of the covered teammates in the event of the death of a covered teammate while employed by the Bank. The policies are reflected in the Consolidated Balance Sheets at the cash surrender value at March 31, 2014. Income from these policies and changes in the cash surrender value are recorded in other noninterest income. During the first quarter 2014, earnings related to these policies totaled $74 thousand.
Deposit Activities
Deposits have historically been our primary source of funds and a competitive strength and also provide a client base for the sale of additional financial products and services and the recognition of fee income through service charges and other ancillary banking services. We set annual targets for deposit balances in an effort to increase the number of products per banking relationship and households we service as well as to manage the composition of our deposit funding. Deposits are attractive sources of funding because of their stability and generally low cost as compared with other funding sources. Over our 107-year history, we have developed long-standing relationships with clients in the communities in which we operate and achieved considerable name recognition, resulting in a well-established branch network and loyal deposit base. On account of these factors, we believe that we have developed a higher core deposit mix and a historically lower cost of deposits relative to our peers. This competitive advantage is not as pronounced in the current low interest-rate environment.
The following table summarizes our composition of deposits at the dates indicated (dollars in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||||||||||
Total |
% of total |
Total |
% of total |
|||||||||||||
Noninterest-bearing transaction deposits |
$ | 191,474 | 20.6 |
% |
$ | 178,075 | 19.6 |
% | ||||||||
Interest-bearing transaction deposits |
331,164 | 35.7 | 316,214 | 34.9 | ||||||||||||
Transaction deposits |
522,638 | 56.3 | 494,289 | 54.5 | ||||||||||||
Money market deposits |
132,284 | 14.3 | 136,476 | 15.0 | ||||||||||||
Savings deposits |
85,647 | 9.2 | 79,760 | 8.8 | ||||||||||||
Time deposits |
187,464 | 20.2 | 196,835 | 21.7 | ||||||||||||
Total deposits |
$ | 928,033 | 100.0 |
% |
$ | 907,360 | 100.0 |
% |
As a result of the cash received from the Private Placement in 2010, a general lack of loan growth in 2011 and 2012 and in order to manage our net interest margin, we have not pursued retention of maturing higher-priced time deposit accounts since the fourth quarter 2010. As these time deposits matured, some were renewed at lower rates or placed in interest-bearing transaction deposit accounts and others were withdrawn from the Bank. The maturity of these time deposits has resulted in a significant improvement in our interest expense on deposits. During 2013, $338.0 million of time deposits matured with a weighted-average rate of 1.34%. Going forward, the opportunity for further improvement in our cost of funds paid on deposits from maturing time deposits is significantly reduced as time deposits that matured during the first quarter 2014 or scheduled to mature over the remainder of 2014 and 2015 are at weighted-average rates of 0.11% and 0.39%, respectively.
Interest-bearing deposits increased $7.3 million during the first quarter 2014, while noninterest-bearing deposits increased $13.4 million during the same period. The Company is executing several strategies to continue growing core deposits through increasing balances in existing accounts as well as growth in the number of households. These strategies include proactive client retention, attracting new clients including in markets with local bank disruption, hiring teammates with specialized deposit product knowledge and enhancements to existing deposit products.
Deposit accounts continue to be our primary source of funding. As part of our liquidity management, we proactively pursue core deposit retention initiatives with our deposit clients and strategies to increase our transaction deposit accounts in proportion to our total deposits. For example, in 2013, we began a client rewards program to encourage clients to use their debit cards. This effort is designed to result in their accounts with us being their primary checking account with higher balances. Similarly, starting in 2013 we also began a referral rewards program which rewards clients for referring new clients to the Bank. In addition, in March 2014 we hired a business deposit specialist whose primary role is to grow operating accounts from businesses and to provide employer banking packages for the employees of our business clients.
Jumbo Time Deposit Accounts. Jumbo time deposit accounts are accounts with balances totaling $100 thousand or greater at an indicated date and totaled $73.5 million and $79.7 million at March 31, 2014 and December 31, 2013, respectively. We believe our balance sheet management efforts to attract and retain lower-priced transaction deposit accounts and reduce our higher-priced deposit base contributed to this decrease in jumbo time deposit accounts.
Borrowing Activities
Borrowings as a percentage of total liabilities decreased from 5.5% at December 31, 2013 to 3.8% at March 31, 2014 resulting from decreases in retail repurchase agreements and FHLB advances during the first quarter 2014. The repayment of FHLB advances during the first quarter 2014 was funded by the increase in transaction deposits during the period.
Retail Repurchase Agreements. We offer retail repurchase agreements as an alternative investment tool to conventional savings deposits. In connection with the agreements, the client buys an interest in a pool of U.S. government or agency securities. Funds are swept daily between the client and the Bank. Retail repurchase agreements are not insured deposits.
Wholesale Funding. Wholesale funding options include lines of credit from correspondent banks, FHLB advances and the Federal Reserve Discount Window. Such funding generally provides us with the ability to access the type of funding needed, at the time and amount needed, at market rates. This provides us with the flexibility to tailor borrowings to our specific needs. Interest rates on such borrowings vary in response to general economic conditions and, in the case of FHLB advances, may be at fixed or floating rates.
Correspondent Bank Lines of Credit. At December 31, 2013, the Bank had access to three secured and two unsecured lines of credit from four correspondent banks totaling $60 million. During the first quarter 2014, the Bank obtained an additional unsecured line totaling $10 million resulting in access to three secured and three unsecured lines of credit from five correspondent banks totaling $70 million at March 31, 2014. None of the lines of credit were utilized as of either date. These correspondent bank funding sources may be canceled at any time at the correspondent bank’s discretion.
FHLB Advances. We pledge investment securities and loans to collateralize FHLB advances. Additionally, the Bank may pledge cash and cash equivalents. The amount that can be borrowed is based on the balance of the type of asset pledged as collateral multiplied by lendable collateral value percentages as calculated by the FHLB. The Bank’s borrowing capacity with the FHLB is 25% of the Bank’s total assets, subject to available collateral.
The following table summarizes the utilization and availability of funds borrowed from the FHLB at the dates indicated (in thousands).
March 31, 2014 |
December 31, 2013 |
|||||||
Available lendable loan collateral value pledged to serve against FHLB advances |
$ | 85,802 | $ | 90,225 | ||||
FHLB advances |
20,000 | 35,000 | ||||||
Excess lendable collateral value pledged to serve against FHLB advances |
$ | 65,802 | $ | 55,225 |
The following table summarizes the balance, maturity date and interest rate of the Bank’s FHLB advances at March 31, 2014 (dollars in thousands).
Balance |
Maturity date |
Interest rate |
||||
$ | 10,000 |
4/30/2014 |
0.21 |
% | ||
10,000 |
7/21/2014 |
0.24 | ||||
$ | 20,000 |
Federal Reserve Discount Window. We have established a borrowing relationship with the Federal Reserve through its Discount Window. Our borrowings from the Discount Window are at the primary credit rate. Primary credit is available through the Discount Window to generally sound depository institutions on a very short-term basis, typically overnight, at a rate above the Federal Open Market Committee target rate for federal funds. The maximum maturity for potential borrowings is overnight. We have not drawn on this availability since its initial establishment in 2009 other than to periodically test our ability to access the line. The Federal Reserve has the discretion to deny approval of borrowing requests.
Capital
At March 31, 2014, all of our capital ratios exceeded the well-capitalized regulatory minimum thresholds.
The following table summarizes capital key performance indicators at the dates and for the periods indicated (dollars in thousands, except per share data).
At and for the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Total shareholders' equity |
$ | 126,952 | $ | 99,809 | ||||
Average shareholders' equity |
125,664 | 99,729 | ||||||
Shareholders' equity as a percentage of assets |
11.55 |
% |
9.08 |
% | ||||
Average shareholders' equity as a percentage of average assets |
11.48 | 8.93 | ||||||
Book value per common share |
$ | 9.92 | $ | 7.82 | ||||
Cash dividends per common share |
- | - | ||||||
Dividend payout ratio |
n/a |
n/a |
Dividends. The Board of Directors has not declared or paid a dividend since the first quarter 2009. Dividends from the Bank are the Company’s primary source of funds for payment of dividends to its common shareholders. The Bank is currently prohibited from paying dividends to the Company without the prior consent of the Federal Deposit Insurance Corporation (the “FDIC”) and the South Carolina State Board of Financial Institutions (together the “Supervisory Authorities”). Our Board of Directors will continue to evaluate dividend payment opportunities on a quarterly basis. There can be no assurance as to when and if future dividends will be reinstated, and at what level, because they are dependent on our financial condition, results of operations and/or cash flows as well as capital and dividend regulations of the FDIC and our other regulatory authorities.
Basel III. In July 2013, the Federal Reserve, the Office of the Comptroller of the Currency and the FDIC approved a final rule to implement the Basel III regulatory capital reforms among other changes required by the Dodd-Frank Act. The framework requires banking organizations to hold more and higher quality capital, which acts as a financial cushion to absorb losses, taking into account the impact of risk. The approved rule includes a new minimum ratio of common equity Tier 1 capital to risk-weighted assets of 4.5% as well as a common equity Tier 1 capital conservation buffer of 2.5% of risk-weighted assets. The rule also raises the minimum ratio of Tier 1 capital to risk-weighted assets from 4% to 6% and includes a minimum leverage ratio of 4% for all banking institutions. For the largest most internationally active banking organizations, the rule includes a new minimum supplementary leverage ratio that takes into account off-balance sheet exposures. In terms of quality of capital, the final rule emphasizes common equity tier 1 capital and implements strict eligibility criteria for regulatory capital instruments. It also changes the methodology for calculating risk-weighted assets to enhance risk sensitivity. The changes begin to take effect for the Bank in January 2015, and the requirements in the rule will be fully phased in by January 1, 2019. The ultimate impact of the new capital standards on the Company and the Bank is currently being reviewed.
Regulatory Capital and Other Requirements. The Company and the Bank are required to meet regulatory capital requirements that include several measures of capital. Under current regulatory capital requirements, accumulated other comprehensive income (loss) amounts do not increase or decrease regulatory capital and are not included in the calculation of risk-based capital and leverage ratios.
For regulatory capital purposes, deferred tax assets that are dependent on future taxable income generally are limited to the lesser of (1) the amount of such deferred tax assets that we expect to realize within one year of the calendar quarter-end date based on our projected future taxable income for that year or (2) 10% of the amount of our Tier 1 capital. At March 31, 2014, $5.9 million of our net deferred tax asset was included in Tier 1 and total regulatory capital. We will continue to evaluate the realizability of our net deferred tax asset on a quarterly basis for both financial reporting and regulatory capital purposes. This evaluation may result in the inclusion of a deferred tax asset in regulatory capital in an amount that is different from the amount determined under GAAP.
Since March 31, 2014, we are not aware of the occurrence of any conditions or events that have resulted in a material change in the Bank's regulatory capital category other than as reported in this Quarterly Report on Form 10-Q.
For additional disclosure regarding the Company’s and the Bank’s actual and required regulatory capital requirements and ratios, see Item 1. Financial Statements, Note 22, Regulatory Capital Requirements and Dividend Restrictions.
Equity. At March 31, 2014, we had authorized common stock and preferred stock of 75,000,000 shares and 2,500,000 shares, respectively. Authorized but unissued shares of common stock totaled 62,207,491 at April 25, 2014. To date, we have not issued any shares of preferred stock.
Derivative Activities
For disclosure regarding our derivative financial instruments and hedging activities, see Item 1. Financial Statements, Note 20, Derivative Financial Instruments and Hedging Activities. The Company is currently evaluating the potential use of additional interest-rate derivatives for balance sheet management purposes and to accommodate client requests.
Liquidity
General
Liquidity measures our ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to accommodate possible outflows from deposit accounts, meet loan requests and commitments, maintain reserve requirements, pay operating expenses, provide funds for dividends and debt service, manage operations on an ongoing basis, capitalize on new business opportunities and take advantage of interest-rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets and its access to alternative sources of funds. We seek to ensure our funding needs are met by maintaining a level of liquid funds through proactive balance sheet management.
Asset liquidity is provided by maintaining assets that are readily convertible into cash, are pledgeable or that will mature in the near future. Our liquid assets may include cash, interest-bearing deposits in banks, investment securities available for sale and federal funds sold. Liability liquidity is provided by access to funding sources including deposits and borrowings. We may also issue equity securities although our common stock is not heavily traded on the NASDAQ Stock Market. To date, no preferred stock has been issued, and there can be no guarantee that a market would exist for such common or preferred shares at terms acceptable to us. Each of our sources of liquidity is subject to various factors beyond our control such as willingness of counterparties to extend credit to the Bank and systematic disruptions.
Overall, we have repositioned the balance sheet to utilize our excess cash more effectively. This includes investing in higher-yielding investment securities and trading account assets (as compared to maintaining cash on deposit at the Federal Reserve) until sustained loan growth resumes as well as paying down higher-priced funding such as maturing time deposits. At March 31, 2014, our excess cash balances have essentially been fully utilized and expectations for further strategic reductions in time deposits are limited. Future net loan growth is expected to be funded primarily from increases in deposits and paydowns and maturities of investment securities. Wholesale borrowings and sales of investment securities may also be used to supplement short-term funding needs.
Liquidity resources and balances at March 31, 2014, as disclosed herein, are an accurate depiction of our activity during the period and, except as noted, have not materially changed since that date.
Cash Flow Needs
In the normal course of business, we enter into various transactions some of which, in accordance with GAAP, are not recorded in our Consolidated Balance Sheets. These transactions may involve, to varying degrees, elements of credit risk and interest-rate risk in excess of the amounts recognized in the Consolidated Balance Sheets, if any.
Our nonmortgage lending commitments and letters of credit do not meet the criteria to be accounted for at fair value since our commitment letters contain material adverse change clauses. Accordingly, we account for these instruments in a manner similar to our loans.
We use the same credit policies in making and monitoring commitments as used for loan underwriting. Therefore, in general, the methodology to determine the reserve for unfunded commitments is inherently similar to that used to determine the general reserve component of the allowance for loan losses. However, commitments have fixed expiration dates, and most of our commitments to extend credit have adverse change clauses that allow us to cancel the commitments based on various factors including deterioration in the creditworthiness of the borrower. Accordingly, many of our loan commitments are expected to expire without being drawn upon and, therefore, the total commitment amounts do not necessarily represent potential credit exposure. The reserve for unfunded commitments at March 31, 2014 and December 31, 2013 was $242 thousand and $259 thousand, respectively, and is recorded in Other liabilities in the Consolidated Balance Sheets.
For additional disclosure regarding our commitments, guarantees and other contingencies, see Item 1. Financial Statements, Note 19, Commitments, Guarantees and Other Contingencies.
Dividend Obligations. The holders of the Company’s common stock are entitled to receive dividends, when and if declared by the Company’s Board of Directors, out of funds legally available for such dividends. The Company is a legal entity separate and distinct from the Bank and depends on the payment of dividends from the Bank. The Company and the Bank are subject to regulatory policies and requirements relating to the payment of dividends including a requirement for the Bank to maintain adequate leverage capital above the regulatory minimum. The appropriate federal regulatory authorities are authorized to determine, under certain circumstances, that the payment of dividends by a bank holding company or a bank would be an unsafe or unsound practice and to prohibit payment of those dividends. The appropriate federal regulatory authorities have indicated that banking organizations should generally pay dividends only out of current income. In addition, as a South Carolina chartered bank, the Bank is subject to legal limitations on the amount of dividends it is permitted to pay. Further, the Bank is currently prohibited from paying dividends to the Company without the prior consent of the Supervisory Authorities.
Quarterly Earnings Review
The following discussion and analysis of our results of operations is provided on a consolidated basis with commentary on business specific implications where more granular information is available.
PALMETTO BANCSHARES, INC. AND SUBSIDIARY
Consolidated Statements of Income
(dollars in thousands, except per share data)
For the three months ended March 31, |
Dollar |
Percent |
||||||||||||||
2014 |
2013 |
variance |
variance |
|||||||||||||
Interest income |
||||||||||||||||
Interest earned on cash and cash equivalents |
$ | 14 | $ | 35 | $ | (21 | ) | (60.0 |
)% | |||||||
Dividends received on Federal Home Loan Bank stock |
14 | - | 14 | 100.0 | ||||||||||||
Interest earned on trading account assets |
46 | - | 46 | 100.0 | ||||||||||||
Interest earned on investment securities available for sale |
1,004 | 1,010 | (6 | ) | (0.6 | ) | ||||||||||
Interest and fees earned on loans |
8,998 | 9,819 | (821 | ) | (8.4 | ) | ||||||||||
Total interest income |
10,076 | 10,864 | (788 | ) | (7.3 | ) | ||||||||||
Interest expense |
||||||||||||||||
Interest expense on deposits |
127 | 895 | (768 | ) | (85.8 | ) | ||||||||||
Interest expense on Federal Home Loan Bank advances |
16 | - | 16 | 100.0 | ||||||||||||
Total interest expense |
143 | 895 | (752 | ) | (84.0 | ) | ||||||||||
Net interest income |
9,933 | 9,969 | (36 | ) | (0.4 | ) | ||||||||||
Provision for loan losses |
- | 350 | (350 | ) | (100.0 | ) | ||||||||||
Net interest income after provision for loan losses |
9,933 | 9,619 | 314 | 3.3 | ||||||||||||
Noninterest income |
||||||||||||||||
Service charges on deposit accounts, net |
1,562 | 1,554 | 8 | 0.5 | ||||||||||||
Fees for trust, investment management and brokerage services |
146 | 769 | (623 | ) | (81.0 | ) | ||||||||||
Mortgage-banking |
461 | 571 | (110 | ) | (19.3 | ) | ||||||||||
Debit card and automatic teller machine income, net |
586 | 499 | 87 | 17.4 | ||||||||||||
Bankcard services |
67 | 60 | 7 | 11.7 | ||||||||||||
Investment securities gains, net |
85 | - | 85 | 100.0 | ||||||||||||
Trading account income, net |
171 | - | 171 | 100.0 | ||||||||||||
Other |
288 | 292 | (4 | ) | (1.4 | ) | ||||||||||
Total noninterest income |
3,366 | 3,745 | (379 | ) | (10.1 | ) | ||||||||||
Noninterest expense |
||||||||||||||||
Salaries and other personnel |
4,790 | 5,098 | (308 | ) | (6.0 | ) | ||||||||||
Occupancy |
1,097 | 1,067 | 30 | 2.8 | ||||||||||||
Furniture and equipment |
1,045 | 900 | 145 | 16.1 | ||||||||||||
Professional services |
813 | 427 | 386 | 90.4 | ||||||||||||
Federal Deposit Insurance Corporation deposit insurance assessment |
356 | 370 | (14 | ) | (3.8 | ) | ||||||||||
Marketing |
255 | 142 | 113 | 79.6 | ||||||||||||
Foreclosed real estate writedowns and expenses |
313 | 452 | (139 | ) | (30.8 | ) | ||||||||||
Loan workout |
131 | 212 | (81 | ) | (38.2 | ) | ||||||||||
Other |
1,289 | 1,707 | (418 | ) | (24.5 | ) | ||||||||||
Total noninterest expense |
10,089 | 10,375 | (286 | ) | (2.8 | ) | ||||||||||
Income before provision for income taxes |
3,210 | 2,989 | 221 | 7.4 | ||||||||||||
Provision for income taxes |
1,182 | 813 | 369 | 45.4 | ||||||||||||
Net income |
$ | 2,028 | $ | 2,176 | $ | (148 | ) | (6.8 |
)% | |||||||
Common and per share data |
||||||||||||||||
Net income - basic |
$ | 0.16 | $ | 0.17 | $ | (0.01 | ) | (7.6 |
)% | |||||||
Net income - diluted |
0.16 | 0.17 | (0.01 | ) | (7.6 | ) | ||||||||||
Cash dividends |
- | - | - | - | ||||||||||||
Book value |
9.92 | 7.82 | 2.10 | 26.9 | ||||||||||||
Average common shares issued and outstanding |
12,675,257 | 12,650,766 | ||||||||||||||
Average diluted common shares issued and outstanding |
12,707,444 | 12,650,766 |
Net Interest Income
Net interest income is the difference between interest income earned on interest-earning assets, primarily loans and investment securities, and interest expense incurred on interest-bearing deposits and other interest-bearing liabilities. This measure represents the largest component of income for us. The net interest margin measures the difference between the interest income earned on interest-earning assets and the interest expense incurred to fund those assets. Changes in interest rates earned on interest-earning assets and interest rates paid on interest-bearing liabilities, the rate of growth of the interest-earning assets and interest-bearing liabilities, the ratio of interest-earning assets to interest-bearing liabilities and the management of interest-rate sensitivity factor into fluctuations in net interest income.
Net interest income totaled $9.9 million and $10.0 million for the three months ended March 31, 2014 and 2013, respectively. Overall, net interest income for the three months ended March 31, 2014 was impacted by the following:
● |
A continuation of the low interest-rate environment that generally began with the Federal Reserve’s actions to reduce short-term interest rates in 2007 and 2008 and ongoing quantitative easing measures which reduced longer-term rates. In response, taking into consideration the interest income earned on interest-earning assets and interest expense incurred on interest-bearing deposits and other interest-bearing liabilities, we have refined the type of loan and deposit products we prefer to pursue and are exercising discipline in our loan and deposit pricing. We also utilize interest-rate floors on loans although competitive pressures make the ability to obtain such floors more difficult. At March 31, 2014, loans aggregating $168.6 million had interest-rate floors of which $83.5 million had floors greater than or equal to 5%. |
● |
Very competitive loan pricing for a limited number of credit-worthy clients, which has resulted in lower interest rates on loan originations and a decline in the overall yield on our loan portfolio, although these rates are still in excess of those for alternative uses of funds such as investment securities of similar duration. |
● |
Foregone interest on nonaccrual loans for the three months ended March 31, 2014 and 2013 totaling $169 thousand and $155 thousand, respectively. |
● |
An increase of $24.6 million (3.3%) in average gross loans and other loans held for sale during the first quarter 2014 as compared to the first quarter 2013 as new loan originations outpaced loan repayments, sales, foreclosures and charge-offs. We are actively pursuing new loan originations and are focused on generating additional loan growth to borrowers with acceptable credit and financial strength. |
● |
Strategic reduction in time deposits to lower our overall cost of funds and focus our efforts on relationship banking to reduce the number of single-product households that only maintain time deposit accounts with the Bank. Our opportunity to further reduce time deposit costs in 2014 at the level realized in 2013 is limited as the weighted-average rate of time deposits scheduled to mature over the remainder of 2014 is 0.11%. |
● |
An increase in long-term interest rates beginning in June 2013 and continuing through March 2014 as a result of comments made by the Federal Reserve related to changes in quantitative easing policies resulting in a general steepening of the yield curve. Over time an increase in interest rates to more stable historical levels is expected to improve our net interest margin. |
● |
Pursuing alternative investments. For example, in 2013 and through the first quarter 2014 we invested a total of $450 thousand in a small business investment fund (with a maximum potential investment of $2.0 million), $5.0 million in a municipal bond trading account, and $10.0 million in BOLI policies. |
Average Balance Sheets and Net Interest Income / Margin Analysis. The following table summarizes our average balance sheets and changes in net interest income / margin for the periods indicated (dollars in thousands). Our yields earned on interest-earning assets and rates incurred on interest-bearing liabilities shown in the table are derived by dividing interest income and expense by the average balances of interest-earning assets or interest-bearing liabilities, respectively. The following table does not include a tax-equivalent adjustment to net interest income for interest-earning assets earning tax-exempt income to a comparable yield on a taxable basis.
For the three months ended March 31, |
||||||||||||||||||||||||
2014 |
2013 |
|||||||||||||||||||||||
Average balance |
Income/ expense |
Yield/ rate |
Average balance |
Income/ expense |
Yield/ rate |
|||||||||||||||||||
Assets |
||||||||||||||||||||||||
Interest-earning assets |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 38,891 | $ | 14 | 0.15 |
% |
$ | 58,758 | $ | 35 | 0.24 |
% | ||||||||||||
Federal Home Loan Bank stock |
2,732 | 14 | 2.08 | 1,778 | - | - | ||||||||||||||||||
Trading account assets |
5,178 | 46 | 3.60 | - | - | - | ||||||||||||||||||
Investment securities available for sale, taxable (1) |
204,803 | 944 | 1.84 | 261,499 | 916 | 1.40 | ||||||||||||||||||
Investment securities available for sale, nontaxable (1) |
7,383 | 60 | 3.25 | 11,354 | 94 | 3.31 | ||||||||||||||||||
Total investment securities available for sale |
212,186 | 1,004 | 1.89 | 272,853 | 1,010 | 1.48 | ||||||||||||||||||
Loans (2) |
764,526 | 8,998 | 4.77 | 739,962 | 9,819 | 5.38 | ||||||||||||||||||
Total interest-earning assets |
1,023,513 | 10,076 | 3.99 | 1,073,351 | 10,864 | 4.10 | ||||||||||||||||||
Noninterest-earning assets |
||||||||||||||||||||||||
Cash and cash equivalents |
10,696 | 10,679 | ||||||||||||||||||||||
Allowance for loan losses |
(16,488 | ) | (17,711 | ) | ||||||||||||||||||||
Premises and equipment, net |
23,273 | 24,747 | ||||||||||||||||||||||
Accrued interest receivable |
3,410 | 3,856 | ||||||||||||||||||||||
Foreclosed real estate |
7,745 | 11,204 | ||||||||||||||||||||||
Deferred tax asset, net |
21,489 | - | ||||||||||||||||||||||
Other assets |
20,940 | 10,964 | ||||||||||||||||||||||
Total noninterest-earning assets |
71,065 | 43,739 | ||||||||||||||||||||||
Total assets |
$ | 1,094,578 | $ | 1,117,090 | ||||||||||||||||||||
Liabilities and shareholders' equity |
||||||||||||||||||||||||
Liabilities |
||||||||||||||||||||||||
Interest-bearing liabilities |
||||||||||||||||||||||||
Transaction deposits |
$ | 319,760 | $ | 10 | 0.01 |
% |
$ | 303,934 | $ | 9 | 0.01 |
% | ||||||||||||
Money market deposits |
133,367 | 9 | 0.03 | 132,994 | 8 | 0.02 | ||||||||||||||||||
Savings deposits |
82,577 | 3 | 0.01 | 72,295 | 2 | 0.01 | ||||||||||||||||||
Time deposits |
191,003 | 105 | 0.22 | 304,923 | 876 | 1.17 | ||||||||||||||||||
Total interest-bearing deposits |
726,707 | 127 | 0.07 | 814,146 | 895 | 0.45 | ||||||||||||||||||
Retail repurchase agreements |
18,269 | - | - | 16,643 | - | - | ||||||||||||||||||
Federal Home Loan Bank advances |
31,222 | 16 | 0.21 | 1 | - | - | ||||||||||||||||||
Other borrowings |
54 | - | - | 13 | - | - | ||||||||||||||||||
Total interest-bearing liabilities |
776,252 | 143 | 0.07 | 830,803 | 895 | 0.44 | ||||||||||||||||||
Noninterest-bearing liabilities |
||||||||||||||||||||||||
Noninterest-bearing deposits |
186,852 | 177,974 | ||||||||||||||||||||||
Other liabilities |
5,810 | 8,584 | ||||||||||||||||||||||
Total noninterest-bearing liabilities |
192,662 | 186,558 | ||||||||||||||||||||||
Total liabilities |
968,914 | 1,017,361 | ||||||||||||||||||||||
Shareholders' equity |
125,664 | 99,729 | ||||||||||||||||||||||
Total liabilities and shareholders' equity |
$ | 1,094,578 | $ | 1,117,090 | ||||||||||||||||||||
NET INTEREST INCOME / NET INTEREST MARGIN |
$ | 9,933 | 3.94 |
% |
$ | 9,969 | 3.77 |
% |
(1) |
The average balances for investment securities include the applicable net unrealized gain or loss recorded for available for sale securities. |
(2) |
Calculated including mortgage and other loans held for sale, excluding the allowance for loan losses. Nonaccrual loans are included in average balances for yield computations. The impact of foregone interest income as a result of loans on nonaccrual was not considered in the above analysis. All loans and deposits are domestic. |
Rate / Volume Analysis. The following rate / volume analyses summarize the dollar amount of changes in interest income and interest expense attributable to changes in volume and the amount attributable to changes in rate when comparing the periods indicated (in thousands). The impact of the combination of rate and volume change has been allocated between the rate change and volume change.
For the three months ended March 31, 2014 compared with the three months ended March 31, 2013 |
||||||||||||
Change in volume |
Change in rate |
Total change |
||||||||||
Assets |
||||||||||||
Interest-earning assets |
||||||||||||
Cash and cash equivalents |
$ | (10 | ) | $ | (11 | ) | $ | (21 | ) | |||
Federal Home Loan Bank stock |
- | 14 | 14 | |||||||||
Trading account assets |
46 | - | 46 | |||||||||
Investment securities available for sale |
24 | (30 | ) | (6 | ) | |||||||
Loans (1) |
341 | (1,162 | ) | (821 | ) | |||||||
Total interest income |
401 | (1,189 | ) | (788 | ) | |||||||
Liabilities and shareholders' equity |
||||||||||||
Interest-bearing liabilities |
||||||||||||
Transaction deposits |
- | 1 | 1 | |||||||||
Money market deposits |
- | 1 | 1 | |||||||||
Savings deposits |
- | 1 | 1 | |||||||||
Time deposits |
(244 | ) | (527 | ) | (771 | ) | ||||||
Total interest-bearing deposits |
(244 | ) | (524 | ) | (768 | ) | ||||||
Retail repurchase agreements |
- | - | - | |||||||||
Federal Home Loan Bank advances |
16 | - | 16 | |||||||||
Total interest expense |
(228 | ) | (524 | ) | (752 | ) | ||||||
Net interest income |
$ | 629 | $ | (665 | ) | $ | (36 | ) |
|
(1) |
Calculated including mortgage and other loans held for sale excluding the allowance for loan losses |
Provision for Loan Losses
No provision for loan losses was recorded during the three months ended March 31, 2014 compared to $350 thousand during the three months ended March 31, 2013. This reduction reflects a decline in net charge-offs of $463 thousand and improvement in most of our credit-quality measures. Our nonaccrual loans declined $3.1 million (18.0%) from March 31, 2013 to March 31, 2014, and our classified loans decreased $17.9 million (28.6%) over the same periods. The reduction in the provision for loan losses also reflects an increasing proportion of commercial loans that have been more recently originated under our improved underwriting standards and generally improving economic conditions. The lower level of problem assets is expected to continue to result in a more stable provision for loan losses going forward, and even the potential for a negative provision in subsequent quarters. In addition, we continue to pursue the recovery of previously charged-off balances, the receipt of which may impact the level of future provision for loan losses.
Noninterest Income
The following table summarizes the components of noninterest income for the periods indicated (in thousands).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Service charges on deposit accounts, net |
$ | 1,562 | $ | 1,554 | ||||
Fees for trust, investment management and brokerage services |
146 | 769 | ||||||
Mortgage-banking |
461 | 571 | ||||||
Debit card and automatic teller machine income, net |
586 | 499 | ||||||
Bankcard services |
67 | 60 | ||||||
Investment securities gains, net |
85 | - | ||||||
Trading account income, net |
171 | - | ||||||
Other |
288 | 292 | ||||||
Total noninterest income |
$ | 3,366 | $ | 3,745 |
Service Charges on Deposit Accounts, Net. Service charges on deposit accounts, net comprise a significant component of noninterest income and totaled 1.3% of average transaction deposit balances for the both the three months ended March 31, 2014 and 2013. Impacting service charges on deposit accounts during the first quarter 2014 was a reduction in nonsufficient funds (“NSF”) fees as a result of reduced transactions during the quarter from fewer days and weather-related factors.
During 2013, the Bank implemented tiered NSF pricing and a reduction in courtesy overdraft limits in connection with changes to our MyPalmetto checking account product. The revised NSF pricing structure resulted in a reduction in the amount of NSF fees for most of our clients who trigger an occasional NSF item while increasing our overall fees from those clients using this service on a recurring basis. Our average NSF fee increased from the time we instituted the tiered pricing structure. The NSF item counter off which the tiered pricing is based is reset for all clients annually on January 1, resulting in a decline in an overall average rate decline in NSF fees in the first quarter 2014.
During the first quarter 2014, the Company performed an analysis of service charges on deposit accounts including comparison of our pricing to our local market competitors. As a result, the Company plans to implement selected fee increases with most of the increases effective July 1. The Company is also refining the features of selected deposit products and introducing new products effective September 1. These changes are expected to result in increased noninterest income.
Fees for Trust, Investment Management and Brokerage Services. In June 2013, we transferred all of our trust-related accounts to TNB pursuant to the terms and conditions of a Transfer Agreement. Contemporaneously with the transfer, we also began an Office Support and Referral Agreement with TNB under which we provide office space and other support services in our existing facilities to the TNB employees who provide the trust services. In accordance with the agreements, TNB assumed ownership of the accounts, certain of our trust employees and all operational and fiduciary responsibility for administering the transferred accounts under the underlying client account agreements. In exchange, we earn a percentage of the ongoing revenues generated from the assets under management in the transferred accounts owned by TNB and any new accounts subsequently referred to TNB.
In August 2013, we began a Non-Deposits Investment Products Marketing Agreement (the “Marketing Agreement”) with IPI, which replaces a similar agreement with a different broker-dealer. IPI provides brokerage services to our clients including acting as clearing agent, executing purchases and sales of securities products on behalf of and for the account of clients and maintaining securities in client accounts as agent. Under the Marketing Agreement, we provide office space and other support services in our existing facilities to the IPI employees who provide the brokerage services. In exchange, we earn a percentage of the ongoing revenues generated from the brokerage assets managed by IPI under the Marketing Agreement.
Other than an immaterial amount of contract termination costs, execution of the agreements did not result in any gain or loss upon the consummation of these transactions.
The decrease in trust, investment management and brokerage services during the first quarter 2014 as compared to the first quarter 2013 was the result of the transfer of our trust accounts to TNB and the conversion of our brokerage platform to IPI. The actions were part of our more integrated go-forward Wealth Management strategy to provide our clients seamless access to the comprehensive suite of products and services they need to achieve their financial goals. While our gross trust revenues declined period over period, we also had a similar decline in salaries, personnel and other operating costs. On a net basis, our earnings related to trust and brokerage have declined slightly while the transitions occurred, but we expect them to increase and eventually exceed our historical levels going forward.
For both trust and brokerage services, TNB and IPI have invested and continue to invest in additional resources with relevant expertise and a focus on business development to obtain new clients and grow assets under management. During 2013, TNB hired a local market President, Chief Fiduciary Officer and Investment Assistant located in our facilities. IPI hired a new broker to replace a previous broker and a third broker. In addition, in 2013 we hired a Private Banker who serves in a key relationship management role in our Wealth Management business.
Mortgage-Banking. Generally, the residential mortgage loans we originate are sold in the secondary market. Normally, we retain the obligation to service these loans in order to maintain the client relationships.
The following table summarizes the components of mortgage-banking income for the periods indicated (dollars in thousands).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Mortgage-servicing fees |
$ | 247 | $ | 252 | ||||
Gain on sale of mortgage loans held for sale |
363 | 549 | ||||||
Mortgage-servicing rights portfolio amortization and impairment |
(140 | ) | (217 | ) | ||||
Derivative loan commitment income |
1 | 13 | ||||||
Forward sales commitment expense |
(19 | ) | (89 | ) | ||||
Other |
9 | 63 | ||||||
Total mortgage-banking noninterest income |
$ | 461 | $ | 571 | ||||
Mortgage-servicing fees as a percentage of average mortgage loans serviced for the benefit of others |
0.26 |
% |
0.26 |
% |
Mortgage loans originated during the first quarter 2014 decreased to $12.5 million compared to $19.8 million during the first quarter 2013. Additionally, gain on sale of mortgage loans decreased during the first quarter 2014 as compared with the first quarter 2013 due to a decline in the volume of loans sold from $19.4 million the first quarter 2013 to $12.2 million the first quarter 2014. Fewer mortgage loans were sold in 2014 due to an increase in interest rates on mortgage loans that resulted in a reduction in refinance activity and mortgage loan originations.
Mortgage-banking income during the three months ended March 31, 2014 and 2013 was also negatively impacted by fair market value adjustments on mortgage loan origination and sales commitments. The value of mortgage loan origination and sales commitments fluctuates based on the change in interest rates between the time we enter into the commitment to originate / sell the loans and the balance sheet date.
Investment Securities Gains, Net. During the first quarter 2014, we realized a net gain on the sale of investment securities of $85 thousand as a result of sales of certain mortgage-backed pass-through and collateralized mortgage obligations. Proceeds were reinvested into investment securities with a more favorable total return profile in a rising rate environment.
Trading Account Income, Net. As part of our strategy to diversify our revenues and effectively utilize our cash balances, during September 2013 we invested $5.0 million in an account that is managed by a third party to trade municipal securities. For the three months ended March 31, 2014, net trading account income totaled $171 thousand. Related investment management expenses were $88 thousand and are included in professional services noninterest expense.
Other. Other noninterest income decreased $4 thousand (1.4%) from the three months ended March 31, 2013 to the three months ended March 31, 2014 primarily as a result of lower net earnings related to SBA activities of $104 thousand which were partially offset by $74 thousand of income on BOLI policies that were purchased during the fourth quarter 2013. Earnings on these policies are intended to help cover the cost of providing benefits to the teammates covered by our various employee benefit programs.
Noninterest Expense
In connection with the Strategic Project Plan and additional strategic and tactical actions to align our infrastructure and expense base with our current balance sheet size and the underlying revenue generating capacity of the franchise, we have been focused on identifying and implementing specific noninterest expense reductions and promoting a culture of strategic efficiency. Examples of actions that have resulted in reductions to our overall expense base include:
● |
A reduction in problem assets resulting in reduced writedowns and related carrying costs such as legal expenses, property taxes, property insurance and other costs incurred to resolve the problem assets and protect the collateral value, |
● |
Freezing most teammate salaries from May 2009 to February 2011 and from February 2012 through February 2013, |
● |
Eliminating the annual officer cash incentive plan awards under the corporate incentive plan beginning in 2009, |
● |
Suspending the Company’s ongoing regular match under the 401(k) Plan from January 2012 to June 2013, which was partially reinstated beginning July 1, 2013, |
● |
Eliminating officer perquisites, |
● |
Reducing the business hours of our branches, |
● |
Reducing marketing expenses and corporate contributions to community and not-for-profit organizations, |
● |
Outsourcing and cosourcing of certain operational functions, |
● |
Renegotiating business partner contracts for price reductions and consolidating business partners for volume pricing, |
● |
Process improvements for efficiency related to the Retail Banking network and lending processes, |
● |
Consolidating two branches and selling two branches in 2012 and |
● |
More fully leveraging existing technology, implementing more advanced technology, automating manual processes and other process improvements. |
We have additional process improvement projects in process that are expected to result in further operational efficiencies and expense reductions later in 2014 including reductions in courier runs from our branches, transition to part-time staffing in our branches, consolidation of communications providers and additional automation of manual processes.
The following table summarizes the components of noninterest expense for the periods indicated (in thousands).
For the three months ended March 31, |
||||||||
2014 |
2013 |
|||||||
Salaries and other personnel |
$ | 4,790 | $ | 5,098 | ||||
Occupancy |
1,097 | 1,067 | ||||||
Furniture and equipment |
1,045 | 900 | ||||||
Professional services |
813 | 427 | ||||||
Federal Deposit Insurance Corporation deposit insurance assessment |
356 | 370 | ||||||
Marketing |
255 | 142 | ||||||
Foreclosed real estate writedowns and expenses |
313 | 452 | ||||||
Loan workout |
131 | 212 | ||||||
Other |
1,289 | 1,707 | ||||||
Total noninterest expense |
$ | 10,089 | $ | 10,375 |
Salaries and Other Personnel. Salaries and other personnel expense decreased $308 thousand (6.0%) from the first quarter 2013 to the first quarter 2014 as a result of fewer average full-time equivalent teammates (largely due to talent management initiatives, the transition of our trust and brokerage businesses and a reduction in our branch hours effective January 1, 2014 to better match client usage patterns of our various delivery channels), lower incentive plan accruals and lower commission expense. These declines were partially offset by increased use of contract personnel and, to a lesser extent, the reinstated employer match payments under the 401(k) Plan.
Occupancy and Furniture and Equipment. Occupancy and furniture and equipment expenses increased $175 thousand (8.9%) from the first quarter 2013 to the first quarter 2014 resulting from seasonal increases in facilities costs and continued investments in technology to enhance the Client Experience and operational efficiency.
Professional Services. Professional services expense increased $386 thousand (90.4%) from the first quarter 2013 to the first quarter 2014. Professional services expense during the first quarter 2014 was impacted by our ongoing initiatives designed to enhance the Client Experience and increase operational efficiencies as well as trading asset account management fees. However, these incremental professional fees are expected to be more than offset by reduced expenses in other categories. Starting in December 2013, on a staged basis through March 31, 2014, we reduced courier service between our branches from 5 days per week to 3 days per week. We are currently evaluating the potential to reduce the service further from 3 days per week.
Federal Deposit Insurance Corporation Deposit Insurance Assessment. FDIC deposit insurance premiums decreased $14 thousand (3.8%) from the first quarter 2013 to the first quarter 2014. This reduction results from fluctuations in our assessment base.
Marketing. Marketing expense increased $113 thousand (79.6%) from the first quarter 2013 to the first quarter 2014 primarily as a result of increased expenses related to the enhancement of our marketing communications strategy as well as increased marketing expenses related to our referral rewards program which rewards clients for referring new clients to the Bank.
Foreclosed Real Estate Writedowns and Expenses. Foreclosed real estate writedowns and expenses totaled $313 thousand for the first quarter 2014 compared to $452 thousand for the first quarter 2013. The carrying value of foreclosed real estate is written down to fair value less estimated selling costs based on currently available valuation information primarily from third-party appraisals. The amount of foreclosed real estate writedowns and expenses is a function of the level of foreclosed real estate, the number of properties for which appraisals are received during the period and foreclosed real estate sales activity.
Additionally, included in foreclosed real estate writedowns and expenses during the three months ended March 31, 2014 and 2013 were writedowns of $131 thousand and $16 thousand, respectively, related to residential lots in two of three separate communities related to one real estate development. In December 2013, ownership of the development was consolidated and the current owner is refining its development and marketing plan. We continue to work directly with the owner to market and sell our lots. Due to the number of lots owned, change in ownership of the development in December 2013 and the generally depressed state of the residential housing market, absent a bulk sale of the lots, we expect the resolution of these lots to occur over several years.
Loan Workout. Loan workout expenses include costs to resolve problem loans such as legal fees, property taxes and operating expenses associated with collateral securing these loans. Given the overall reduction in problem loans since 2012, our loan workout expenses are expected to be lower and less volatile going forward.
Other. Other noninterest expense decreased $418 thousand (24.5%) from the first quarter 2013 to the first quarter 2014 primarily as a result of a decrease in the provision for unfunded commitments due to a reduction in unfunded loan commitments and reduced operating costs in conjunction our trust, investment management and brokerage services partnering during 2013 as part of our integrated go-forward Wealth Management strategy.
Provision for Income Taxes
The provision for income taxes for the three months ended March 31, 2014 of $1.2 million included $1.0 million of deferred federal income tax expense, provisions for state income taxes of $92 thousand and $72 thousand for federal alternative minimum tax. South Carolina banking taxation law does not allow the use of net operating loss carryforwards as an offset to current period taxable income. The provision for income taxes for the three months ended March 31, 2013 of $813 thousand resulted from changes in deferred taxes associated with investment securities available for sale.
For additional disclosure regarding our net deferred tax asset and the provision (benefit) for income taxes, see Item 1. Financial Statements, Note 15, Income Taxes.
Recently Issued / Adopted Authoritative Pronouncements
For disclosure regarding recently issued and recently adopted authoritative pronouncements and the expected impact on our business, financial condition, results of operations and cash flows, see Item 1. Financial Statements, Note 1, Summary of Significant Accounting Policies.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The following table summarizes, as of March 31, 2014, the forecasted impact on net interest income over a 12-month horizon using a base case scenario given upward movements in interest rates of 100, 200, 300 and 400 basis points and downward movements in interest rates of 100, 200 and 300 basis points based on forecasted assumptions of prepayment speeds, nominal interest rates and loan and deposit repricing rates. Given the current low interest-rate environment, we have not prepared a parallel interest-rate scenario for downward movements in interest rates of 400 basis points. Estimates are based on current economic conditions, historical interest-rate cycles and other factors deemed to be relevant. However, underlying assumptions may be impacted in future periods which were not known to us at the time of the issuance of the Consolidated Financial Statements. Therefore, our assumptions may or may not prove valid. No assurance can be given that changing economic conditions and other relevant factors impacting our net interest income will not cause actual results to differ from underlying assumptions.
Interest rate scenario (1) |
Percentage change in net interest income from base | |||
Up 400 basis points |
16.98 | % | ||
Up 300 basis points |
12.07 | |||
Up 200 basis points |
7.28 | |||
Up 100 basis points |
2.42 | |||
Base |
||||
Down 100 basis points |
(4.34 | ) | ||
Down 200 basis points |
(5.58 | ) | ||
Down 300 basis points |
(8.06 | ) | ||
Down 400 basis points |
n/a |
|
(1) |
The rising 100, 200, 300 and 400 basis point and falling 100, 200 and 300 basis point interest-rate scenarios assume an immediate and parallel change in interest rates along the entire yield curve. |
There are material limitations with the model presented above, which include, but are not limited to:
● |
It presents the balance sheet in a static position. When assets and liabilities mature or reprice, they do not necessarily keep the same characteristics, |
● |
The computation of prospective impacts of hypothetical interest-rate changes are based on numerous assumptions and should not be relied upon as indicative of actual results, and |
● |
The computations do not contemplate any additional actions we could undertake in response to changes in interest rates. |
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective, in all material respects, to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
In May 2013, the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission issued its updated Internal Control–Integrated Framework and related illustrative documents (the "2013 Framework"). The 2013 Framework was written to reflect the changes in business in the two decades since the first version was released in 1992. The Company transitioned to the 2013 Framework during the first quarter 2014.
Other than this transition, there have been no changes in the Company’s internal control over financial reporting during the three months ended March 31, 2014, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are a party to claims and lawsuits arising in the course of normal business activities. Management is not aware of any material pending legal proceedings against the Company which, if resolved adversely, would have a material adverse impact on the Company’s financial position, results of operations or cash flows.
Item 1A. Risk Factors
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013 which could materially affect our business, financial condition, results of operations or cash flows. The risks described in the Annual Report on Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known or currently deemed to be immaterial also may materially and adversely affect our business, financial condition, results of operations or cash flows.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Mine Safety Disclosures
None
Item 5. Other Information
None
Item 6. Exhibits
The exhibits required to be filed as part of this Quarterly Report on Form 10-Q are listed in the Exhibit Index attached hereto and are incorporated herein by reference.
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.
PALMETTO BANCSHARES, INC.
By:
/s/ Samuel L. Erwin
Samuel L. Erwin
Chief Executive Officer
Palmetto Bancshares, Inc.
(Principal Executive Officer)
/s/ Roy D. Jones
Roy D. Jones
Chief Financial Officer
Palmetto Bancshares, Inc.
(Principal Financial Officer and Principal Accounting Officer)
Date: May 2, 2014
EXHIBIT INDEX
Exhibit No. | Description | |
10.1 |
The Palmetto Bank Benefit Equalization Plan, dated December 20, 2012 |
31.1 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
31.2 |
Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
32 |
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
101 |
The following materials from Palmetto Bancshares, Inc.’s Quarterly Report on Form 10-Q for the three months ended March 31, 2014, formatted in XBRL; (i) Consolidated Balance Sheets at March 31, 2014 and December 31, 2013, (ii) Consolidated Statements of Income for the three months ended March 31, 2014 and 2013, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2014 and 2013, (iv) Consolidated Statements of Changes in Shareholders’ Equity for the three months ended March 31, 2014 and 2013, (v) Consolidated Statements of Cash Flows for the three months ended March 31, 2014 and 2013, and (vi) Notes to Consolidated Financial Statements |
Copies of exhibits are available upon written request to Corporate Secretary, Palmetto Bancshares, Inc., 306 East North Street, Greenville, South Carolina 29601.
63
EXHIBIT 10.1
THE PALMETTO BANK
BENEFIT EQUALIZATION PLAN
(Effective as of January 1, 2013)
TABLE OF CONTENTS
Page | |
PREAMBLE |
1 |
|
|
ARTICLE 1 DEFINITIONS |
2 |
|
|
ARTICLE 2 ELIGIBILITY AND PARTICIPATION |
7 |
|
|
ARTICLE 3 RETIREMENT DATE |
8 |
|
|
ARTICLE 4 SUPPLEMENTAL SAVINGS BENEFITS AND DEFERRAL CREDIT ACCOUNTS |
9 |
|
|
ARTICLE 5 PAYMENT OF BENEFITS |
10 |
|
|
ARTICLE 6 MODES OF BENEFIT PAYMENT |
11 |
|
|
ARTICLE 7 DEATH BENEFITS |
12 |
|
|
ARTICLE 8 UNFUNDED PLAN | 13 |
ARTICLE 9 ADMINISTRATION |
14 |
| |
ARTICLE 10 AMENDMENT OR TERMINATION |
16 |
|
|
ARTICLE 11 GENERAL PROVISIONS |
18 |
PREAMBLE
The Palmetto Bank Benefit Equalization Plan (the “Plan”), as herein set forth is effective as of January 1, 2013. The purpose of the Plan is to permit certain employees of The Palmetto Bank (the “Bank”) to receive supplemental retirement income from the Bank (and any adopting affiliated employers) when such amounts would be due under the benefit formula in the tax-qualified Palmetto Bank 401(k) Retirement Plan, but cannot be paid thereunder due to the reductions and other limitations imposed by Sections 401(a)(17), 401(k)(3), 401(m), 402(g) and 415 of the Internal Revenue Code of 1986, as amended (“Code”). The Plan is intended to comply with Section 409A of the Code and final regulations thereunder, addressing the requirements for nonqualified deferred compensation plans.
The Plan is intended to be an unfunded, non-qualified deferred compensation plan. Neither the Employer, the Committee, nor the individual members of the Committee shall segregate or otherwise identify specific assets to be applied to the purposes of the Plan, nor shall any of them be deemed to be a trustee of any amounts to be paid under the Plan. Any liability of the Employer to any person with respect to benefits payable under the Plan shall be based solely upon such contractual obligations, if any, as shall be created by the Plan, and shall give rise only to a claim against the general assets of the Employer. No such liability shall be deemed to be secured by any pledge or any other encumbrance on any specific property of the Employer.
This Plan is not intended to be subject to or covered by the reporting, participation, vesting, funding or fiduciary requirements of ERISA, and shall in all cases be construed and interpreted in a manner consistent with that intent.
Article 1
Definitions
The following words and phrases shall have the meanings hereafter ascribed to them. Those words and phrases which have limited application are defined in the respective Articles in which such terms appear.
1.1 |
"Applicable Limitation" means any of the following: (a) the limitation on annual compensation that may be recognized under a tax-qualified plan for benefit computation purposes pursuant to Section 401(a)(17) of the Code; (b) the maximum limitation on annual additions to a tax-qualified defined contribution plan pursuant to Section 415(c) of the Code; (c) the maximum limitation on annual elective deferrals to a qualified cash or deferred arrangement pursuant to Section 402(g) of the Code; (d) the annual limitation on elective deferrals under a qualified cash or deferred arrangement by highly compensated employees pursuant to Section 401(k) of the Code; and (e) the annual limitation on voluntary employee contributions by, and employer matching contributions for, highly compensated employees, pursuant to Section 401(m) of the Code. |
1.2 |
"Bank" means The Palmetto Bank, Greenville, South Carolina or any successor to the Bank by merger, consolidation or otherwise by operation of law. |
1.3 |
"Basic 401(k) Plan" means The Palmetto Bank 401(k) Retirement Plan, as amended from time to time. |
1.4 |
"Basic 401(k) Plan Benefit" means the benefit paid to a Participant under the Basic 401(k) Plan upon Normal Retirement, Early Retirement, Postponed Retirement, death or termination of service. |
1.5 |
"Basic 401(k) Plan Surviving Spouse Benefit" means the benefit payable to a Participant's surviving spouse under the Basic 401(k) Plan upon the Participant's death prior to a distribution of the Participant's entire Basic 401(k) Plan account balance. |
1.6 |
"Beneficiary" means the person, persons or legal entity designated in writing by the Participant to receive any undistributed Deferral Credit Account amounts which become payable in the event of the Participant’s death, including any designated contingent beneficiary or beneficiaries. |
1.7 |
"Board" means the Board of Directors of the Bank, as duly constituted from time to time. |
1.8 |
"Change in Control" means any one of the following events: (i) a change in the ownership of a Participant's Employer, (ii) a change in the effective control of a Participant's Employer, or (iii) a change in the ownership of a substantial portion of the assets of a Participant's Employer, where each such event is as hereafter defined in paragraphs (A), (B) and (C), following, where the occurrence of such event must be objectively determinable, without discretionary authority by the Employer. |
(A) |
A change in the ownership of a corporation occurs on the date that any one person, or more than one person acting as a group (as hereafter defined) acquires ownership of stock of the corporation that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of such corporation. However, if any one person or more than one person acting as a group, is considered to own more than fifty percent (50%) of the total fair market value or total voting power of the stock of a corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the corporation (or to cause a change in the effective control of the corporation). An increase in the percentage of stock owned by any one person, or persons acting as a group, as a result of a transaction in which the corporation acquires its stock in exchange for property will be treated as an acquisition of stock for this purpose. This definition applies only when there is a transfer of stock of a corporation (or issuance of stock of a corporation) and stock in such corporation remains outstanding after the transaction. | |
For purposes of paragraphs (A), (B) and (C), persons will not be considered to be "acting as a group" solely because they purchase or own stock of the same corporation at the same time, or as a result of the same public offering. However, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the corporation. If a person, including an entity, owns stock in both corporations that enter into a merger, consolidation, purchase or acquisition of stock, or similar transaction, such shareholder is considered to be acting as a group with other shareholders in a corporation prior to the transaction giving rise to the change and not with respect to the ownership interest in the other corporation. |
(B) |
A change in the effective control of a corporation occurs on the date that either: (i) any one person, or more than one person acting as a group (as defined under paragraph (A), above), acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the corporation possessing 35 percent or more of the total voting power of the stock of such corporation; or (ii) a majority of members of the corporation's board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the corporation's board of directors prior to the date of the appointment or election, provided that the term corporation refers solely to the relevant corporation, for which no other corporation is a majority shareholder. In the absence of an event described above, a change in the effective control of a corporation will not have occurred. | |
A change in effective control also may occur in any transaction in which either of the two corporations involved in the transaction has a Change in Control event. | ||
If any one person, or more than one person acting as a group (as defined under paragraph (A), above) is considered to effectively control a corporation, the acquisition of additional control of the corporation by the same person or persons is not considered to cause a change in the effective control of the corporation. |
(C) |
A change in the ownership of a substantial portion of a corporation's assets occurs on the date that any one person, or more than one person acting as a group (as defined under paragraph (A), above) acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40 percent of the total gross fair market value of all the assets of the corporation immediately prior to such acquisition or acquisitions. For this purpose, gross fair market value means the value of the assets of the corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. | |
There is no Change in Control event under paragraph (C) when there is a transfer to an entity that is controlled by the shareholders of the transferring corporation immediately after the transfer, as provided in this paragraph. A transfer of assets by a corporation is not treated as a change in the ownership of such assets if the assets are transferred to: (i) a shareholder of the corporation (immediately before the asset transfer) in exchange for or with respect to its stock; (ii) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the corporation; (iii) a person, or more than one person acting as a group (as defined under paragraph (A), above), that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the corporation; or (iv) an entity, at least 50 percent of the total value or voting power of which is owned, directly or indirectly, by a person described in clause (iii), above. For purposes of this paragraph, and except as otherwise provided, a person's status is determined immediately after the transfer of the assets. For example, a transfer to a corporation in which the transferor corporation has no ownership interest before the transaction, but which is a majority-owned subsidiary of the transferor corporation after the transaction is not treated as a change in the ownership of the assets of the transferor corporation. |
1.9 |
"Code" means the Internal Revenue Code of 1986, as amended from time to time. |
1.10 |
"Committee" means the Plan's administrative committee, as appointed by the Board to administer the Plan, as described in Article 9. |
1.11 |
"Compensation" means the base compensation receivable by an Employee from the Employer for the calendar year, prior to any reduction pursuant to any compensation reduction agreement. Compensation excludes contributions made by the Employer to any tax-qualified pension or savings plan, or insurance, welfare or other employee benefit plan, as well as amounts accrued or paid pursuant to this Plan or any other qualified or non-qualified deferred compensation plan or arrangement. |
1.12 |
"Deferral Credit Account" means the bookkeeping account maintained in the name of the Employer, on behalf of each Participant, pursuant to Article 4. |
1.13 |
"Disabled" refers to a Participant who is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is by reason of any medically determinable physical or mental impairment, which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Employees of the Participant's Employer. |
1.14 |
"Effective Date" means January 1, 2013. |
1.15 |
"Employee" means a person who is an employee of the Employer. |
1.16 |
"Employer" means the Bank and any subsidiary or affiliated corporation which, with the approval of the Board and subject to such conditions as the Board may impose, adopts the Plan, and any successor or successors of any of them. |
1.17 |
"Enrollment Agreement" means the written agreement entered into with eligible Employees, as provided for in Section 9.4. |
1.18 |
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended. |
1.19 |
"Key Employee" means, if applicable, a Participant who is a "key employee" as defined in Code section 416(i), without regard to paragraph (5) thereof; provided that the Employer has issued stock which is publicly traded on an established securities market, or otherwise. |
1.20 |
"Participant" means an Employee who has been designated by the Employer as eligible to participate in the Plan and who becomes a Participant pursuant to the provisions of Article 2. |
1.21 |
"Plan" means The Palmetto Bank Benefit Equalization Plan, as herein set forth, and as it may hereafter be amended from time to time. |
1.22 |
"Plan Year" means the period January 1, 2013 through December 31, 2013 and each calendar year thereafter within which the Plan is in effect. |
1.23 |
"Savings Benefit" means the deferred compensation savings benefit provided to Participants and their beneficiaries in accordance with the applicable provisions of the Plan. |
1.24 |
"Separation From Service" means the Participant’s death, retirement on a retirement date, or other termination of service within the meaning of Code Section 409A. No separation from service shall be deemed to occur due to military leave, sick leave, or other bona fide leave of absence if the period of such leave does not exceed six (6) months or, if longer, in the case of an Employee, so long as right to reemployment is provided by contract. A Participant shall not be treated as having a separation from service if the Participant provides more than insignificant services for the Employer following the Employee’s actual or purported separation from service with the Employer. Services shall be treated as not being insignificant if such services are performed at an annual rate that is at least equal to twenty percent (20%) of the services rendered by the Employee for the Employer, on average, during the immediately preceding three (3) full calendar years of employment (or if employed less than three (3) years, such shorter period of employment) and the annual base compensation for such services is at least equal to twenty percent (20%) of the average base compensation earned during the final three (3) full calendar years of employment (or if employed less than three (3) years, such shorter period of employment). Where a Participant continues to provide services to the Employer other than as an Employee, a separation from service will not be deemed to have occurred if the Participant is providing services at an annual rate that is fifty percent (50%) or more of the services rendered, on average, during the immediately preceding three (3) full calendar years of employment (or if employed less than three (3) years, such lesser period) and the annual base compensation for such services is fifty percent (50%) or more of the annual base compensation earned during the final three (3) full calendar years of employment (or if less, such lesser period). |
1.25 |
"Supplemental Surviving Spouse Benefit" means the survivor death benefit payable to a Participant's surviving spouse, pursuant to the provisions of Article 7. |
Words importing males shall be construed to include females and the singular shall be construed to include the plural, and vice versa, wherever appropriate.
ARTICLE 2
ELIGIBILITY AND PARTICIPATION
2.1 |
Plan eligibility is limited to one or more management or highly compensated Employees, as selected by the Employer, from time to time, who participate in the Basic 401(k) Plan. |
Each eligible Employee shall participate provided the eligible Employee's employer-provided benefits under the Basic 401(k) Plan are reduced or restricted by reason of the application of the limitations imposed by one or more of the following: (a) Section 401(a)(17) of the Code, (b) Section 401(k)(3) of the Code, (c) Section 401(m) of the Code, (d) Section 402(g) of the Code, or (e) Section 415 of the Code.
From time to time, the Employer may designate one or more additional Employees who participate in the Basic 401(k) Plan as participants in the Plan, from the class of Employees participating in the Basic 401(k) Plan who are members of a select group of management Employees or are highly compensated Employees. Newly eligible Employees shall participate as of the date specified by the Employer.
2.2 |
The Employer may, from time to time, remove any Participant from participation in the Plan; provided, however, that, subject to Section 11.4, such removal will not reduce the amount of Savings Benefit credited to the Participant under the Plan, as determined as of the date of such Participant's removal. Subject to Section 11.4, a Participant so removed shall remain a Participant until all benefits are distributed in accordance with the provisions of the Plan. |
2.3 |
The Committee shall provide each eligible Employee with appropriate forms in connection with participation in the Plan. |
2.4 |
For purposes of Article 4, in the absence of a specific investment designation under the Plan, amounts shall be invested on behalf of each Participant, to the extent made available by the Employer pursuant to Article 8, in the same manner as directions filed under the Basic 401(k) Plan. |
ARTICLE 3
RETIREMENT DATE
3.1 |
A Participant's Retirement Date shall be his or her date of actual retirement, which may be his or her Normal, Early, Disability or Postponed Retirement Date, whichever is applicable pursuant to the following sections of this Article 3. Subject to Section 11.4, each Participant shall be one hundred percent (100%) vested in Plan benefits. |
3.2 |
A Participant's Normal Retirement Age shall be the 65th anniversary of his or her birth. Such Participant's Normal Retirement Date shall be the date coinciding with Normal Retirement Date under the Basic 401(k) Plan. |
3.3 |
A Participant may retire on an Early Retirement Date, which shall be the date coinciding with the initial distribution of an early retirement benefit under the Basic 401(k) Plan. |
3.4 |
A Participant may retire on a Disability Retirement Date, which shall be the date coinciding with the initial distribution of a disability retirement benefit, provided that the Participant is Disabled, as defined in Article 1. |
3.5 |
If a Participant continues in the employment of the Employer beyond Normal Retirement Date, the date coinciding with a Participant’s Separation From Service shall be the Participant's Postponed Retirement Date. |
ARTICLE 4
SUPPLEMENTAL SAVINGS BENEFITS AND DEFERRAL CREDIT ACCOUNTS
4.1 |
A Participant whose benefit under the Basic 401(k) Plan is limited by one or more of the Applicable Limitations shall be eligible for a supplemental Savings Benefit under this Plan each Plan Year, in an amount equal to: |
(a) |
the aggregate amount of Employer contributions to the Basic 401(k) Plan (including any reallocation of amounts forfeited upon the termination of employment of others participating in the Basic 401(k) Plan) that would have been credited to the Participant’s account under the Basic 401(k) Plan in the absence of the Applicable Limitations if for all relevant periods he or she had made the maximum amount of elective deferrals under Section 402(g) of the Code or voluntary Employee contributions under Section 401(a) of the Code required to qualify for the maximum possible allocation of Employer contributions to the Basic 401(k) Plan (and without regard to the amount of elective deferrals or voluntary employee contributions actually made); over |
(b) |
the aggregate amount of Employer contributions to the Basic 401(k) Plan (including any reallocation of amounts forfeited upon the termination of employment of others participating in the Basic 401(k) Plan) actually credited to the Participant’s account under the Basic 401(k) Plan for such Plan Year; adjusted for gains and losses as provided in Section 4.3; provided, however, that if the Participant dies before the payment of such supplemental Savings Benefit begins, no benefit shall be payable under this Section 4.1 and the survivor benefit payable shall be determined under Article 7. |
4.2 |
Employer credits under the Plan shall be accounted for by the Employer under a Deferral Credit Account, maintained in the name of the Employer, on behalf of each Participant. |
4.3 |
Each Deferral Credit Account maintained by the Employer shall be credited with units on behalf of each Participant, as appropriate in accordance with the Section 4.1 Savings Benefit, as soon as administratively practicable, but in no event later than March 15 of the Plan Year following the Plan Year in which Basic 401(k) Plan contributions on behalf of the Participant were limited or restricted. |
ARTICLE 5
PAYMENT OF BENEFITS
5.1 |
Subject to Section 11.4, Participants shall have a one hundred percent (100%) non-forfeitable right to benefits under the Plan. |
5.2 |
Subject to the following Sections of this Article 5, the Savings Benefit payable to an eligible Participant shall be equal to the value of all amounts credited to the Participant's Deferral Credit Account, payable in accordance with the election under the written Enrollment Agreement for deferral of compensation provided for in Section 9.4, in the form of either a single lump sum payment, or installment payments. |
5.3 |
A Participant may amend his or her existing Savings Benefit designations regarding either a delay of the date on which payment will be made, or installments will begin being made, or the payment schedule to be followed with respect to previous designations; provided that: (a) each such election may not take effect until at least twelve (12) months after the date on which the election revised hereunder is made; (b) in the case of an election (other than an account of Disabled status or death), the date of first payment with respect to which such election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been made; and (c) in the case of an election on account of a selected date, the election to delay payment must be made not less than twelve (12) months prior to the date of the scheduled payment, or first scheduled installment payment, previously elected. |
5.4 |
Subject to the provisions of Section 8.5, in the event of a Change in Control, a Participant may elect to receive the value of all amounts credited to the Participant’s Deferral Credit Account, payable in accordance with the election under the written Enrollment Agreement for deferral of compensation provided for in Section 9.4, in the form of either a single lump sum payment, or installment payments. |
5.5 |
Subject to the provisions of Section 8.5, in the event a Participant becomes Disabled, such Participant shall receive the value of all amounts credited to the Participant’s Deferral Credit Account, payable in accordance with the election under the written Enrollment Agreement for deferral of compensation provided for in Section 9.4, in the form of either a single lump sum payment, or installment payments. |
5.6 |
In the case of a Plan distribution to a Key Employee, if applicable, on account of Separation From Service (other than due to death or becoming Disabled), a distribution may not be made before the date which is six (6) months following such Participant's Separation From Service (or, if earlier, the date of the Participant's death). |
ARTICLE 6
MODES OF BENEFIT PAYMENT
6.1 |
Except as otherwise provided in the following paragraph, any Savings Benefit payable under the Plan to a Participant or Beneficiary, shall be payable in the modes provided by, and subject to the provisions of, the Basic 401(k) Plan. |
6.2 |
Payment of any Savings Plan distribution shall commence in accordance with the provisions of the written Enrollment Agreement for deferral of compensation provided for in Section 9.4, and shall terminate on the date of last payment of the Savings Plan distribution. |
ARTICLE 7
DEATH BENEFITS
7.1 |
Upon the death of: (a) a Participant who has not terminated from employment prior to Retirement Date as defined in Section 3.1, or (b) a Participant who retires on a Retirement Date as defined in Section 3.1 and dies prior to the complete distribution of Basic 401(k) Plan Savings Benefits, benefits shall be payable as set forth in Section 7.2. |
7.2 |
Subject to Section 7.3, all amounts credited to the Participant's Deferral Credit Account shall be payable in a single lump sum to the Participant's surviving spouse, if any, as a Supplemental Surviving Spouse Benefit, or, under an optional mode of distribution elected pursuant to Article 6. |
7.3 |
Upon the death of a Participant under the circumstances set forth in clauses (a) and (b) of Section 7.1, if no Basic 401(k) Plan Surviving Spouse Benefit is payable, all amounts credited to the Participant's Deferral Credit Account shall be payable to the Participant's designated Beneficiary as specified in his or her Enrollment Agreement, in a single lump sum. |
ARTICLE 8
UNFUNDED PLAN
8.1 |
The Plan shall be administered as an unfunded plan and is not intended to meet the qualification requirements of Sections 401(a) and 401(k) of the Code. No Participant or Beneficiary shall be entitled to receive any payment or benefits under the Plan from the qualified trust maintained in connection with the Basic 401(k) Plan. |
8.2 |
The Employer shall have the right to establish a reserve, establish a grantor trust or make any investment for the purposes of satisfying its obligation hereunder for payment of benefits, including, but not limited to, investments in one or more registered investment companies under the Investment Company Act of 1940, as amended, to the extent permitted by applicable banking or other law; provided, however, that no Participant or Beneficiary shall have any interest in such investment, trust, or reserve. |
8.3 |
To the extent that any Participant or Beneficiary acquires a right to receive benefits under the Plan, such rights shall be no greater than those rights which guarantee to the Participant or beneficiary the strongest claim to such benefits, without resulting in the Participant's or Beneficiary's, constructive receipt of such benefits. |
8.4 |
A Participant may request that the Committee invest one hundred percent (100%) of the Participant's Deferral Credit Account in any of the then available investment funds, if any, pursuant to Section 8.2, or alternatively, in any combination of available investment funds (so long as the total of such investment request equals one hundred percent (100%)) and may modify such request of the Committee from time to time. Any such request by a Participant hereunder may be acted upon by the Committee in its sole discretion. A Participant's Deferral Credit Account may not be encumbered or assigned by a Participant or any Beneficiary. |
8.5 |
A Participant or Beneficiary with a Savings Benefit under the Plan shall be an unsecured creditor of the Employer as to any benefit payable under the Plan. |
ARTICLE 9
ADMINISTRATION
9.1 |
Except for the functions reserved to the Employer or its Board, the administration of the Plan shall be the responsibility of the Committee. The Committee shall consist of three (3) or more persons designated by the Bank. Members of the Committee shall serve for such terms as the Bank shall determine and until their successors are designated and qualified. Any member of the Committee may resign upon written notice to the Bank, or may be removed from office upon written notification by the Bank at any time. |
9.2 |
The Committee shall hold meetings upon notice at such times and places as it may determine. Notice shall not be required if waived in writing. Any action of the Committee shall be taken pursuant to a majority vote at a meeting, or pursuant to the written consent of a majority of its members without a meeting, and such action shall constitute the action of the Committee and shall be binding in the same manner as if all members of the Committee had joined therein. A majority of the members of the Committee shall constitute a quorum. No member of the Committee shall note or be counted for quorum purposes on any matter relating solely to himself or herself or his or her rights under the Plan. The Committee shall record minutes of any actions taken at its meetings or of any other official action of the Committee. Any person dealing with the Committee shall be fully protected in relying upon any written notice, instruction, direction or other communication signed by the Secretary of the Committee or by any of the members of the Committee or by a representative of the Committee authorized by the Committee to sign the same in its behalf. |
9.3 |
The Committee shall have the power and the duty to take all actions and to make all decisions necessary or proper to carry out the Plan. The determination of the Committee as to any question involving the Plan shall be final, conclusive and binding. Any discretionary actions to be taken under the Plan by the Committee shall be uniform in their nature and applicable to all persons similarly situated. Without limiting the generality of the foregoing, the Committee shall have the following powers and duties: |
(a) |
the duty to furnish to all Participants, upon request, copies of the Plan; |
(b) |
the power to require any person to furnish such information as it may request for the purpose of the proper administration of the Plan as a condition to receiving any benefits under the Plan; |
(c) |
the power to make and enforce such rules and regulations and prescribe the use of such forms as it shall deem necessary for the efficient administration of the Plan; |
(d) |
the power to interpret the Plan, and to resolve ambiguities, inconsistencies and omissions, which findings shall be binding, final and conclusive; |
(e) |
the power to decide on questions concerning the Plan in accordance with the provisions of the Plan; |
(f) |
the power to determine the amount of benefits which shall be payable to any person in accordance with the provisions of the Plan and to provide a full and fair review to any Participant whose claim for benefits has been denied in whole or in part; |
(g) |
the power to designate a person who may or may not be a member of the Committee as Plan "Administrator" for purposes of ERISA, if the Board does not designate an Administrator; if neither the Board nor Committee designate an Administrator, the Committee shall be the Plan Administrator; |
(h) |
the power to allocate any such powers and duties to or among individual members of the Committee; and |
(i) |
the power to designate persons other than Committee members to carry out any duty or power which would otherwise be a responsibility of the Committee or Administrator, under the terms of the Plan. |
9.4 |
The Employer shall enter into a separate written Enrollment Agreement for deferral of compensation with each Participant, with respect to supplemental savings benefits, which agreement shall: (a) set forth the obligations contained in the Plan; (b) set forth the timing and method of payout upon events specified in the Plan; (c) specify the name of any Beneficiary or Beneficiaries; and (d) set forth such other information as the Employer or the Committee deems necessary to administer the Plan. A modified written Enrollment Agreement may be entered into with respect to supplemental Savings Benefits, solely as provided for in Section 5.3. |
9.5 |
To the extent permitted by law, the Committee and any person to whom it may delegate any duty or power in connection with administering the Plan, the Bank, any Employer, and the officers and directors thereof, shall be entitled to rely conclusively upon, and shall be fully protected in any action taken or suffered by them in good faith in the reliance upon, any counsel, accountant, other specialist, or other person selected by the Committee, or in reliance upon any tables, valuations, certificates, opinions or reports which shall be furnished by any of them. Further, to the extent permitted by law, no member of the Committee, nor the Bank, any Employer, nor the officers or directors thereof, shall be liable for any neglect, omission or wrongdoing of any other members of the Committee, agent, officer or employee of the Bank or any Employer. Any person claiming benefits under the Plan shall look solely to the Employer for redress. |
9.6 |
All expenses incurred prior to the termination of the Plan that shall arise in connection with the administration of the Plan (including, but not limited to administrative expenses, proper charges and disbursements, compensation and other expenses and charges of any counsel, accountant, specialist, or other person who shall be employed by the Committee in connection with the administration of the Plan), shall be paid by the Employer. |
ARTICLE 10
AMENDMENT OR TERMINATION
10.1 |
The Board shall have the authority to amend or revise the Plan in such respects as the Board, by resolution, may deem advisable from time to time; provided, however, that no such amendment or revision, shall deprive a Participant or any Beneficiary of any Deferral Credit Account credited under the Plan prior to such amendment or modification. |
10.2 |
The Board shall have the authority to terminate the Plan at any time, subject to the following requirements of Code Section 409A. Upon termination of the Plan, the Committee shall treat all Participants as if they had a Termination of Service date on the date of Plan termination; provided, however, that such Plan termination shall occur only under the following circumstances and conditions: |
(a) |
The Board of Trustees may terminate the Plan within twelve (12) months of a corporate dissolution taxed under Code section 331, or with approval of a bankruptcy court pursuant to 11 U.S.C. §503(b)(1)(A), provided that the amounts deferred under the Plan are included in the Participant’s gross income in the latest of: (i) the calendar year in which the Plan terminates; (ii) the calendar year in which the amount is no longer subject to a substantial risk of forfeiture; or (iii) the first calendar year in which the payment is administratively practicable. |
(b) |
The Board of Trustees may terminate the Plan within the thirty (30) days preceding a Change in Control (but not following a Change in Control), provided that the Plan shall only be treated as terminated if all substantially similar arrangements sponsored by the Employer are terminated so that the Participants and all participants under substantially similar arrangements are required to receive all amounts of compensation deferred under the terminated arrangements within twelve (12) months of the date of the termination of the Plan and all other substantially similar arrangements. |
(c) |
The Board of Trustees may terminate the Plan provided that: (i) the termination and liquidation does not occur proximate to a downturn in the financial health of the Employer; (ii) all arrangements sponsored by the Employer that would be aggregated with this Plan under final Treasury regulations section 1.409A-3(j) (if the Participants covered by this Plan were also covered by any of those other arrangements) are also terminated; (iii) no payments other than payments that would be payable under the terms of the Plan if the termination had not occurred are made within twelve (12) months of the termination of the Plan; (iv) all payments are made within twenty-four (24) months of the termination of the Plan; and (v) the Employer does not adopt a new plan or arrangement that would be aggregated with any terminated arrangement under final Treasury regulations section 1.409A-3(j) if the Executive participated in both arrangements, at any time within three (3) years following the date of termination of the Plan. |
10.3 |
No amendment of the Plan shall reduce the vested and accrued benefits, if any, of a Participant under this Plan, except to the extent that such a reduction would be permitted if such benefits were provided under the Basic 401(k) Plan. |
10.4 |
In the event of the termination of the Plan, the Bank shall pay in one lump sum to affected Participants or their Beneficiaries the Savings Benefit, if any, to which they are entitled, as if such Participants' Separation From Service date had occurred on the date the Plan is terminated. |
ARTICLE 11
GENERAL PROVISIONS
11.1 |
The Plan shall not be deemed to constitute an employment contract between the Employer and any Employee or other person, whether or not in the employ of the Employer, nor shall anything herein contained be deemed to give any Employee or other person, whether or not in the employ of the Employer, any right to be retained in the employ of the Employer, or to interfere with the right of the Employer to discharge any Employee at any time and to treat such Employee without any regard to the effect which such treatment might have upon such Employee as a Participant of the Plan. |
11.2 |
Except as provided in Section 11.4, or as may otherwise be required by law, no distribution or payment under the Plan to any Participant or Beneficiary shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, whether voluntary or involuntary, and any attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber or charge the same shall be void; nor shall any such distribution or payment be in any way liable for or subject to the debts, contracts, liabilities, engagements or torts of any person entitled to such distribution or payment. If any Participant or Beneficiary is adjudicated bankrupt or purports to anticipate, alienate, sell, transfer, assign, pledge, encumber or charge any such distribution or payment, voluntarily or involuntarily, the Committee, in its sole discretion, may cancel such distribution or payment or may hold or cause to be held or applied such distribution or payment, or any part thereof, to or for the benefit of such Participant or Beneficiary, in such manner as the Committee shall direct. |
11.3 |
If the Employer determines that any person entitled to payments under the Plan is incompetent by reason of physical or mental disability, it may cause all payments thereafter becoming due to such person to be made to any other person for his or her benefit, without responsibility to follow application of amounts so paid. Payments made pursuant to this provision shall completely discharge the Plan, the Employer and the Committee. |
11.4 |
If the Employer determines that any Participant entitled to payments under the Plan is embezzling or otherwise appropriating Employer funds for his or her benefit, resulting in the dismissal from employment of such Participant, the Employer may cause all payments thereafter becoming due to such Participant under the Plan to be forfeited. |
11.5 |
The Employer shall be the sole source of benefits under the Plan, and each Employee, Participant, Beneficiary, or any other person who shall claim the right to any payment or benefit under the Plan shall be entitled to look solely to the Employer for payment of benefits. |
11.6 |
If the Employer is unable to make payment to any Participant, Beneficiary, or any other person to whom a payment is due under the Plan, because it cannot ascertain the identity or whereabouts of such Participant, Beneficiary, or other person after reasonable efforts have been made to identify or locate such person (including a notice of the payment so due mailed to the last known address of such Participant, Beneficiary, or other person shown on the records of the Employer), such payment and all subsequent payments otherwise due to such Participant, Beneficiary or other person shall be forfeited twenty-four (24) months after the date such payment first became due; provided, however, that such payment and any subsequent payments shall be reinstated, retroactively, no later than sixty (60) days after the date on which the Participant, Beneficiary, or other person shall make application therefor. Neither the Bank nor the Committee nor any other person shall have any duty or obligation under the Plan to make any effort to locate or identify any person entitled to benefits under the Plan, other than to mail a notice to such person's last known mailing address. |
11.7 |
If upon the payment of any benefits under the Plan, the Employer shall be required to withhold any amounts with respect to such payment by reason of any federal, state or local tax laws, rules or regulations, then the Employer shall be entitled to deduct and withhold such amounts from any such payments. In any event, such person shall make available to the Employer, promptly when requested by the Employer, sufficient funds or other property to meet the requirements of such withholding. Furthermore, at any time the Employer shall be obligated to withhold taxes, the Employer shall be entitled to take and authorize such steps as it may deem advisable in order to have the amounts required to be withheld made available to the Employer out of any funds or property due to become due to such person, whether under the Plan or otherwise. |
11.8 |
The Committee, in its discretion, may increase or decrease the amount of any benefit payable hereunder if and to the extent that it determines, in good faith, that an increase is necessary in order to avoid the omission of a benefit intended to be payable under this Plan or that a decrease is necessary in order to avoid a duplication of the benefits intended to be payable under this Plan. |
11.9 |
The Employer may withhold from any benefits payable under this Plan all federal, state, city, or other taxes as shall be required pursuant to any law or governmental regulation that is in effect. This Plan shall also permit the acceleration of the time or schedule of a payment to pay taxes as permitted under final Treasury regulations section 1.409A-3(j)(4) or to pay any taxes that may become due at any time that the arrangement fails to meet the requirements of Code Section 409A and the regulations and other guidance promulgated thereunder. In the latter case, such payments shall not exceed the amount required to be included in income as the result of the failure to comply with the requirements of Code Section 409A. |
11.10 |
No acceleration of the time or schedule of any payment may be made, except as specifically permitted herein or in other sections of this Plan. Payments may be accelerated hereunder by the Employer, in accordance with the provisions of final Treasury regulations section 1.409A-3(j)(4) and any subsequent guidance issued by the United States Treasury Department. Accordingly, payments may be accelerated in accordance with requirements and conditions of the Treasury Regulations (or subsequent guidance) in the following circumstances, among others: (i) as a result of certain domestic relations orders; (ii) in compliance with ethics agreements with the Federal government; (iii) in compliance with ethics laws or conflicts of interest laws; (iv) in the case of certain distributions to avoid a non-allocation year under Code Section 409(p); (v) to apply certain offsets in satisfaction of a debt of the Participant to the Employer; (vi) in satisfaction of certain bona fide disputes between the Participant and the Employer; or (vii) for any other purpose set forth in the Treasury Regulations and subsequent guidance. |
11.11 |
The provisions of the Plan shall be construed, administered and governed under applicable federal laws and the laws of the State of South Carolina. In applying the laws of the State of South Carolina, no effect shall be given to conflict of laws principles. The Plan is intended to be construed consistent with the requirements of Code Section 409A and the Treasury regulations and other guidance issued thereunder. If any provision of the Plan shall be determined to be inconsistent therewith for any reason, then the Plan shall be construed, to the maximum extent possible, to give effect to such provision in a manner that is consistent with Code Section 409A, and, if such construction is not possible, as if such provision had never been included. In the event that any of the provisions of the Plan, or any portion thereof, are held to be inoperative or invalid by any court of competent jurisdiction, then: (i) insofar as is reasonable, effect will be given to the intent manifested in the provisions held to be invalid or inoperative, and (ii) the invalidity and enforceability of the remaining provisions will not be affected thereby. |
IN WITNESS WHEREOF, The Palmetto Bank has caused this Plan to be executed this 20th day of December, 2012, pursuant to authority granted by resolution of the Employer’s Board of Directors at a meeting held on December 20, 2012.
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THE PALMETTO BANK |
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By: |
/s/Lee S. Dixon |
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Print Name: |
Lee S. Dixon |
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Officer Title: | Corporate Secretary |
20
EXHIBIT 31.1
CERTIFICATION
I, Samuel L. Erwin, Chief Executive Officer, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Palmetto Bancshares, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Samuel L. Erwin
Samuel L. Erwin
Chief Executive Officer
Palmetto Bancshares, Inc.
(Principal Executive Officer)
Dated: May 2, 2014
EXHIBIT 31.2
CERTIFICATION
I, Roy D. Jones, Chief Financial Officer, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Palmetto Bancshares, Inc.; |
2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. |
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. |
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. |
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. |
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. |
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. |
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. |
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a. |
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b. |
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Roy D. Jones
Roy D. Jones
Chief Financial Officer
Palmetto Bancshares, Inc.
(Principal Financial Officer and Principal Accounting Officer)
Dated: May 2, 2014
EXHIBIT 32
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned certify that the Quarterly Report on Form 10-Q for the period ended March 31, 2014, which accompanies this certification, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and that the information contained in the periodic report fairly presents, in all material respects, the financial condition and results of operations of Palmetto Bancshares, Inc. at the dates and for the periods indicated. The foregoing certification is made pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350) and no purchaser or seller of securities or any other person shall be entitled to rely upon the foregoing certification for any purpose. The undersigned expressly disclaims any obligation to update the foregoing certification except as required by law.
/s/ Samuel L. Erwin
Samuel L. Erwin
Chief Executive Officer
Palmetto Bancshares, Inc.
(Principal Executive Officer)
/s/ Roy D. Jones
Roy D. Jones
Chief Financial Officer
Palmetto Bancshares, Inc.
(Principal Financial Officer and Principal Accounting Officer)
Dated: May 2, 2014
Note 16 - Benefit Plans (Tables)
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3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2014
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Compensation and Retirement Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Net Benefit Costs [Table Text Block] |
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Schedule of Allocation of Plan Assets [Table Text Block] |
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Schedule Of Defined Benefit Pension Plan Assets Fair Value Measured On Recurring Basis [Table Text Block] |
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Note 4 - Investment Securities Available for Sale (Details) - Gross Realized Gains and Losses From Sales Of Investment Securities Available For Sale (USD $)
In Thousands, unless otherwise specified |
3 Months Ended |
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Mar. 31, 2014
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Gross Realized Gains and Losses From Sales Of Investment Securities Available For Sale [Abstract] | |
Realized gains | $ 125 |
Realized losses | (40) |
Total investment securities gains, net | $ 85 |
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