UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

 

Commission File Number 0-15572

 

FIRST BANCORP

(Exact Name of Registrant as Specified in its Charter)

 

North Carolina		56-1421916
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)
300 SW Broad St., Southern Pines, North Carolina		28387
(Address of Principal Executive Offices)		(Zip Code)
(Registrant's telephone number, including area code)		(910)   246-2500

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES     o NO

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x YES     o NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

 

o Large Accelerated Filer     x Accelerated Filer     o Non-Accelerated Filer     o Smaller Reporting Company

 

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

 

The number of shares of the registrant's Common Stock outstanding on July 31, 2015 was 19,780,017.

 

INDEX

FIRST BANCORP AND SUBSIDIARIES

 

	Page
Part I.  Financial Information
Item 1 - Financial Statements
Consolidated Balance Sheets - June 30, 2015 and June 30, 2014 (With Comparative Amounts at December 31, 2014)	4
Consolidated Statements of Income - For the Periods Ended June 30, 2015 and 2014	5
Consolidated Statements of Comprehensive Income - For the Periods Ended June 30, 2015 and 2014	6
Consolidated Statements of Shareholders’ Equity - For the Periods Ended June 30, 2015 and 2014	7
Consolidated Statements of Cash Flows - For the Periods Ended June 30, 2015 and 2014	8
Notes to Consolidated Financial Statements	9
Item 2 – Management’s Discussion and Analysis of Consolidated Results of Operations and Financial Condition	44
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	67
Item 4 – Controls and Procedures	69
Part II.  Other Information
Item 1 – Legal Proceedings	69
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	70
Item 6 – Exhibits	70
Signatures	72

 

 

FORWARD-LOOKING STATEMENTS

 

Part I of this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Further, forward-looking statements are intended to speak only as of the date made. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” or other statements concerning our opinions or judgment about future events. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of our customers, our level of success in integrating acquisitions, actions of government regulators, the level of market interest rates, and general economic conditions. For additional information about factors that could affect the matters discussed in this paragraph, see the “Risk Factors” section of our 2014 Annual Report on Form 10-K.

 

Part I. Financial Information

Item 1 - Financial Statements

First Bancorp and Subsidiaries

Consolidated Balance Sheets

 

($ in thousands-unaudited)		June 30, 2015				December 31, 2014 (audited)				June 30, 2014
ASSETS
Cash and due from banks, noninterest-bearing		$	75,151				81,068				92,633
Due from banks, interest-bearing			102,567				171,248				313,141
Federal funds sold			674				768				1,508
Total cash and cash equivalents			178,392				253,084				407,282
Securities available for sale			214,450				158,018				118,062
Securities held to maturity (fair values of $167,759, $182,411, and $57,612)			165,245				178,687				53,879
Presold mortgages in process of settlement			4,934				6,019				5,926
Loans – non-covered			2,298,955				2,268,580				2,257,530
Loans – covered by FDIC loss share agreement			113,824				127,594				176,855
Total loans			2,412,779				2,396,174				2,434,385
Allowance for loan losses – non-covered			(30,155	)			(38,345	)			(41,966	)
Allowance for loan losses – covered			(1,935	)			(2,281	)			(3,830	)
Total allowance for loan losses			(32,090	)			(40,626	)			(45,796	)
Net loans			2,380,689				2,355,548				2,388,589
Premises and equipment			75,087				75,113				76,705
Accrued interest receivable			9,134				8,920				8,795
FDIC indemnification asset			11,982				22,569				29,406
Goodwill			65,835				65,835				65,835
Other intangible assets			1,697				2,058				2,446
Foreclosed real estate – non-covered			9,954				9,771				9,346
Foreclosed real estate – covered			1,945				2,350				9,934
Bank-owned life insurance			56,175				55,421				44,685
Other assets			36,000				24,990				45,609
Total assets		$	3,211,519				3,218,383				3,266,499
LIABILITIES
Deposits:   Noninterest bearing checking accounts		$	614,619				560,230				525,332
Interest bearing checking accounts			553,918				583,903				551,577
Money market accounts			578,405				551,002				558,373
Savings accounts			184,786				180,317				175,084
Time deposits of $100,000 or more			398,348				470,066				554,537
Other time deposits			323,051				350,388				389,676
Total deposits			2,653,127				2,695,906				2,754,579
Borrowings			176,394				116,394				116,394
Accrued interest payable			625				686				778
Other liabilities			15,984				17,698				13,655
Total liabilities			2,846,130				2,830,684				2,885,406
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Preferred stock, no par value per share.  Authorized: 5,000,000 shares
Series B issued & outstanding:  31,500, 63,500, and 63,500 shares			31,500				63,500				63,500
Series C, convertible, issued & outstanding:  728,706, 728,706, and 728,706 shares			7,287				7,287				7,287
Common stock, no par value per share.  Authorized: 40,000,000 shares
Issued & outstanding:  19,780,017, 19,709,881, and 19,705,381 shares			133,061				132,532				132,417
Retained earnings			194,600				184,958				175,871
Accumulated other comprehensive income (loss)			(1,059	)			(578	)			2,018
Total shareholders’ equity			365,389				387,699				381,093
Total liabilities and shareholders’ equity		$	3,211,519				3,218,383				3,266,499

 

See accompanying notes to consolidated financial statements.

 

First Bancorp and Subsidiaries

Consolidated Statements of Income

 

($ in thousands, except share data-unaudited)		Three Months Ended June 30,								Six Months Ended June 30,
		2015				2014				2015				2014
INTEREST INCOME
Interest and fees on loans		$	28,953				34,376				58,394				70,462
Interest on investment securities:
Taxable interest income			1,664				876				3,023				1,877
Tax-exempt interest income			457				471				920				941
Other, principally overnight investments			186				232				381				351
Total interest income			31,260				35,955				62,718				73,631
INTEREST EXPENSE
Savings, checking and money market accounts			281				259				550				511
Time deposits of $100,000 or more			732				1,172				1,579				2,355
Other time deposits			327				419				669				875
Borrowings			315				297				612				547
Total interest expense			1,655				2,147				3,410				4,288
Net interest income			29,605				33,808				59,308				69,343
Provision for loan losses – non-covered			1,001				1,158				1,105				4,523
Provision (reversal) for loan losses – covered			(160	)			2,501				(428	)			2,711
Total provision for loan losses			841				3,659				677				7,234
Net interest income after provision for loan losses			28,764				30,149				58,631				62,109
NONINTEREST INCOME
Service charges on deposit accounts			2,881				3,446				5,773				7,019
Other service charges, commissions and fees			2,771				2,562				5,313				4,929
Fees from presold mortgage loans			731				790				1,539				1,397
Commissions from sales of insurance and financial products			665				706				1,226				1,300
Bank-owned life insurance income			383				318				754				645
Foreclosed property gains (losses) – non-covered			(580	)			(551	)			(1,075	)			(707	)
Foreclosed property gains (losses) – covered			254				(1,173	)			492				(3,290	)
FDIC indemnification asset income (expense), net			(1,828	)			(1,578	)			(4,220	)			(6,494	)
Securities gains			—				786				—				786
Other gains (losses)			(273	)			(336	)			(269	)			(317	)
Total noninterest income			5,004				4,970				9,533				5,268
NONINTEREST EXPENSES
Salaries			11,581				11,366				23,078				23,014
Employee benefits			2,298				2,286				4,481				4,597
Total personnel expense			13,879				13,652				27,559				27,611
Net occupancy expense			1,812				1,804				3,681				3,684
Equipment related expenses			949				1,024				1,905				1,952
Intangibles amortization			180				194				360				388
Other operating expenses			7,480				8,106				14,509				14,696
Total noninterest expenses			24,300				24,780				48,014				48,331
Income before income taxes			9,468				10,339				20,150				19,046
Income tax expense			3,224				3,693				6,918				6,724
Net income			6,244				6,646				13,232				12,322
Preferred stock dividends			(212	)			(217	)			(429	)			(434	)
Net income available to common shareholders		$	6,032				6,429				12,803				11,888
Earnings per common share:
Basic		$	0.30				0.33				0.65				0.60
Diluted			0.30				0.32				0.63				0.59
Dividends declared per common share		$	0.08				0.08				0.16				0.16
Weighted average common shares outstanding:
Basic			19,778,640				19,698,581				19,750,316				19,693,382
Diluted			20,508,955				20,434,263				20,481,466				20,428,861

 

See accompanying notes to consolidated financial statements.

First Bancorp and Subsidiaries

Consolidated Statements of Comprehensive Income

 

		Three Months Ended June 30,								Six Months Ended June 30,
($ in thousands-unaudited)		2015				2014				2015				2014
Net income		$	6,244				6,646				13,232				12,322
Other comprehensive income (loss):
Unrealized gains (losses) on securities available for sale:
Unrealized holding gains (losses) arising during the period, pretax			(990	)			749				(743	)			1,052
Tax (expense) benefit			386				(292	)			291				(410	)
Reclassification to realized gains			—				(786	)			—				(786	)
Tax expense			—				306				—				306
Postretirement Plans:
Amortization of unrecognized net actuarial (gain) loss			(16	)			(56	)			(47	)			(110	)
Tax expense (benefit)			6				33				18				66
Other comprehensive income (loss)			(614	)			(46	)			(481	)			118
Comprehensive income		$	5,630				6,600				12,751				12,440

 

See accompanying notes to consolidated financial statements.

 

First Bancorp and Subsidiaries

Consolidated Statements of Shareholders’ Equity

 

(In thousands, except per share - unaudited)		Preferred				Common Stock								Retained				Accumulated Other Comprehensive				Total Share- holders’
		Stock				Shares				Amount				Earnings				Income (Loss)				Equity
Balances, January 1, 2014		$	70,787				19,680			$	132,099				167,136				1,900				371,922
Net income															12,322								12,322
Cash dividends declared ($0.16 per common share)															(3,153	)							(3,153	)
Preferred dividends															(434	)							(434	)
Stock-based compensation							25				318												318
Other comprehensive income (loss)																			118				118
Balances, June 30, 2014		$	70,787				19,705			$	132,417				175,871				2,018				381,093
Balances, January 1, 2015		$	70,787				19,710			$	132,532				184,958				(578	)			387,699
Net income															13,232								13,232
Preferred stock redeemed (Series B)			(32,000	)																			(32,000	)
Stock option exercises							2				32												32
Cash dividends declared ($0.16 per common share)															(3,161	)							(3,161	)
Preferred dividends															(429	)							(429	)
Stock-based compensation							68				497												497
Other comprehensive income (loss)																			(481	)			(481	)
Balances, June 30, 2015		$	38,787				19,780			$	133,061				194,600				(1,059	)			365,389

 

See accompanying notes to consolidated financial statements.

 

First Bancorp and Subsidiaries

Consolidated Statements of Cash Flows

 

		Six Months Ended June 30,
($ in thousands-unaudited)		2015				2014
Cash Flows From Operating Activities
Net income		$	13,232			$	12,322
Reconciliation of net income  to net cash provided by operating activities:
Provision for loan losses			677				7,234
Net security premium amortization			1,612				1,036
Purchase accounting accretion and amortization, net			983				(7,208	)
Foreclosed property losses and write-downs, net			583				3,997
Gain on securities available for sale			—				(786	)
Other losses			269				317
Decrease in net deferred loan costs			127				277
Depreciation of premises and equipment			2,255				2,325
Stock-based compensation expense			404				225
Amortization of intangible assets			360				388
Origination of presold mortgages in process of settlement			(56,744	)			(47,696	)
Proceeds from sales of presold mortgages in process of settlement			57,759				47,347
Decrease (increase) in accrued interest receivable			(214	)			854
Decrease (increase) in other assets			(2,193	)			6,375
Decrease in accrued interest payable			(61	)			(101	)
Decrease in other liabilities			(1,595	)			(1,222	)
Net cash provided by operating activities			17,454				25,684
Cash Flows From Investing Activities
Purchases of securities available for sale			(83,313	)			(15,406	)
Purchases of securities held to maturity			(2,003	)			—
Proceeds from sales of securities available for sale			—				30,272
Proceeds from maturities/issuer calls of securities available for sale			25,515				19,151
Proceeds from maturities/issuer calls of securities held to maturity			14,458				—
Purchases of Federal Reserve Bank stock and Federal Home Loan Bank stock, net			(9,582	)			(2,122	)
Net decrease (increase) in loans			(27,549	)			21,825
Proceeds from FDIC loss share agreements			6,912				15,256
Proceeds from sales of foreclosed real estate			3,935				21,396
Purchases of premises and equipment			(2,956	)			(2,842	)
Proceeds from sale of premises and equipment			847				811
Net cash provided (used) by investing activities			(73,736	)			88,341
Cash Flows From Financing Activities
Net increase (decrease) in deposits			(42,779	)			3,567
Net increase in borrowings			60,000				70,000
Cash dividends paid – common stock			(3,154	)			(3,150	)
Cash dividends paid – preferred stock			(509	)			(434	)
Redemption of preferred stock			(32,000	)			—
Proceeds from stock option exercises			32				—
Net cash provided (used) by financing activities			(18,410	)			69,983
Increase (decrease) in cash and cash equivalents			(74,692	)			184,008
Cash and cash equivalents, beginning of period			253,084				223,274
Cash and cash equivalents, end of period		$	178,392				407,282
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest		$	3,471				4,389
Income taxes			9,093				421
Non-cash transactions:
Unrealized gain (loss) on securities available for sale, net of taxes			(452	)			162
Foreclosed loans transferred to other real estate			4,296				7,925

 

See accompanying notes to consolidated financial statements.

 

First Bancorp and Subsidiaries

Notes to Consolidated Financial Statements

 

(unaudited)

For the Periods Ended June 30, 2015 and 2014

 

Note 1 - Basis of Presentation

 

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of June 30, 2015 and 2014 and the consolidated results of operations and consolidated cash flows for the periods ended June 30, 2015 and 2014. All such adjustments were of a normal, recurring nature. Reference is made to the 2014 Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) for a discussion of accounting policies and other relevant information with respect to the financial statements. The results of operations for the periods ended June 30, 2015 and 2014 are not necessarily indicative of the results to be expected for the full year. The Company has evaluated all subsequent events through the date the financial statements were issued.

 

Note 2 – Accounting Policies

 

Note 1 to the 2014 Annual Report on Form 10-K filed with the SEC contains a description of the accounting policies followed by the Company and discussion of recent accounting pronouncements. The following paragraphs update that information as necessary.

 

In January 2014, the Financial Accounting Standards Board (“FASB”) amended the Equity Method and Joint Ventures topic of the Accounting Standards Codification. The amendments provide criteria that must be met in order to apply a proportional amortization method to Low-Income Housing Tax Credit investments and provide guidance on the method used to amortize the investment, the impairment approach, and the eligibility criteria for entities that have other arrangements (e.g., loans) with the limited liability entity. The amendments were effective for the Company on January 1, 2015 for new investments in qualified affordable housing projects. These amendments did not have a material effect on the Company’s financial statements.

 

In January 2014, the FASB amended the Receivables topic of the Accounting Standards Codification. The amendments are intended to resolve diversity in practice with respect to when a creditor should reclassify a collateralized consumer mortgage loan to other real estate owned (“OREO”). In addition, the amendments require a creditor to reclassify a collateralized consumer mortgage loan to OREO upon obtaining legal title to the real estate collateral, or the borrower voluntarily conveying all interest in the real estate property to the lender to satisfy the loan through a deed in lieu of foreclosure or similar legal agreement. The amendments were effective for the Company on January 1, 2015. In implementing this guidance, assets that are reclassified from real estate to loans are measured at the carrying value of the real estate at the date of adoption. Assets reclassified from loans to real estate are measured at the lower of the net amount of the loan receivable or the fair value of the real estate less costs to sell at the date of adoption. These amendments did not have a material effect on the Company’s financial statements.

 

In May 2014, the FASB issued guidance to change the recognition of revenue from contracts with customers. The core principle of the new guidance is that an entity should recognize revenue to reflect the transfer of goods and services to customers in an amount equal to the consideration the entity receives or expects to receive. The guidance will be effective for the Company for interim and annual reporting periods beginning after December 15, 2017. The Company can apply the guidance using either a full retrospective approach or a modified retrospective approach. The Company does not expect these amendments to have a material effect on its financial statements.

 

In June 2014, the FASB issued guidance which makes limited amendments to the guidance on accounting for certain repurchase agreements. The new guidance (1) requires entities to account for repurchase-to-maturity transactions as secured borrowings (rather than as sales with forward repurchase agreements), (2) eliminates accounting guidance on linked repurchase financing transactions, and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically, repos, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings. The amendments were effective for the Company on January 1, 2015. These amendments did not have a material effect on the Company’s financial statements.

 

In June 2014, the FASB issued guidance which clarifies that performance targets associated with stock compensation should be treated as a performance condition and should not be reflected in the grant date fair value of the stock award. The amendments will be effective for the Company for fiscal years that begin after December 15, 2015. The Company will apply the guidance to all stock awards granted or modified after the amendments are effective. The Company does not expect these amendments to have a material effect on its financial statements.

 

In January 2015, the FASB issued guidance to eliminate from U.S. GAAP the concept of an extraordinary item, which is an event or transaction that is both (1) unusual in nature and (2) infrequently occurring. Under the new guidance, an entity will no longer (1) segregate an extraordinary item from the results of ordinary operations; (2) separately present an extraordinary item on its income statement, net of tax, after income from continuing operations; or (3) disclose income taxes and earnings-per-share data applicable to an extraordinary item. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The Company will apply the guidance prospectively.

 

In February 2015, the FASB issued guidance which amends the consolidation requirements and significantly changes the consolidation analysis required under U.S. GAAP. The amendments are expected to result in the deconsolidation of many entities. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted (including during an interim period), provided that the guidance is applied as of the beginning of the annual period containing the adoption date. The Company does not expect these amendments to have a material effect on its financial statements.

 

In April 2015, the FASB issued guidance that will require debt issuance costs related to a recognized debt liability to be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This update affects disclosures related to debt issuance costs but does not affect existing recognition and measurement guidance for these items. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect these amendments to have a material effect on its financial statements.

 

In April 2015, the FASB issued guidance which provides a practical expedient that permits the Company to measure defined benefit plan assets and obligations using the month-end that is closest to the Company’s fiscal year-end. The amendments will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015, with early adoption permitted. The Company does not expect these amendments to have a material effect on its financial statements.

 

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

 

Note 3 – Reclassifications

 

Certain amounts reported in the period ended June 30, 2014 have been reclassified to conform to the presentation for June 30, 2015. These reclassifications had no effect on net income or shareholders’ equity for the periods presented, nor did they materially impact trends in financial information.

 

Note 4 – Equity-Based Compensation Plans

 

At June 30, 2015, the Company had the following equity-based compensation plans: the First Bancorp 2014 Equity Plan, the First Bancorp 2007 Equity Plan, and the First Bancorp 2004 Stock Option Plan. The Company’s shareholders approved all equity-based compensation plans. The First Bancorp 2014 Equity Plan became effective upon the approval of shareholders on May 8, 2014. As of June 30, 2015, the First Bancorp 2014 Equity Plan was the only plan that had shares available for future grants.

 

The First Bancorp 2014 Equity Plan is intended to serve as a means to attract, retain and motivate key employees and directors and to associate the interests of the plans’ participants with those of the Company and its shareholders. The First Bancorp 2014 Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted stock, restricted performance stock, unrestricted stock, and performance units.

 

Recent equity grants to employees have either had performance vesting conditions, service vesting conditions, or both. Compensation expense for these grants is recorded over the various service periods based on the estimated number of equity grants that are probable to vest. No compensation cost is recognized for grants that do not vest and any previously recognized compensation cost will be reversed.

 

As it relates to director equity grants, the Company grants common shares, valued at approximately $16,000 to each non-employee director (currently 8 in total) in June of each year. Compensation expense associated with these director grants is recognized on the date of grant since there are no vesting conditions. On June 1, 2015, the Company granted 8,176 shares of common stock to non-employee directors (1,022 shares per director), at a fair market value of $15.75 per share, which was the closing price of the Company’s common stock on that date. On June 2, 2014, the Company granted 10,065 shares of common stock to non-employee directors (915 shares per director), at a fair market value of $17.60 per share, which was the closing price of the Company’s common stock on that date.

 

Pursuant to an employment agreement, the Company granted the chief executive officer 75,000 non-qualified stock options and 40,000 shares of restricted stock during the third quarter of 2012. The option award would have fully vested on December 31, 2014 if the Company achieved a certain earnings target for 2014. The Company did not achieve the applicable target, and therefore, the option award was forfeited as of December 31, 2014. No compensation expense was recognized for the option award. The restricted stock award will vest in full on December 31, 2015, if the Company achieves a certain earnings target in 2015, and will be forfeited if the applicable target is not achieved. Based on current conditions, the Company has concluded that it is not probable that the restricted stock award will vest, and thus no compensation expense has been recorded.

 

In 2014, the Company’s Compensation Committee determined that seven of the Company’s senior officers would receive 50% of the bonus earned under the Company’s annual incentive plan in shares of restricted stock, instead of being exclusively cash, which had been the Company’s standard practice. This resulted in the Company granting a total of 14,882 shares of restricted common stock to those officers on February 24, 2015. The shares vest annually in one-third increments beginning on December 31, 2015. The total compensation expense associated with this grant was $258,000, which is being recorded over the vesting period. The Company recorded $23,300 and $46,600 in compensation expense during the three and six months ended June 30, 2015 related to these grants, and expects to record $23,300 in compensation expense during each remaining quarter of 2015.

 

Also, on February 24, 2015, the Company granted a total of 30,404 shares of restricted common stock to eleven senior officers. The shares vest annually in one-third increments beginning on December 31, 2015. The total compensation expense associated with this grant was $527,000, which is being recorded over the vesting period. The Company recorded $80,500 and $161,000 in compensation expense during the three and six months ended June 30, 2015 related to these grants, and expects to record $80,500 in compensation expense during each remaining quarter of 2015.

 

On April 10, 2015, the Company granted a total of 14,425 shares of restricted common stock to five key employees. The shares vest three years from the date of the grant on April 10, 2018. The total compensation expense associated with this grant was $249,000, which is being recorded over the vesting period. The Company recorded $20,700 in compensation expense during the three and six months ended June 30, 2015 related to these grants, and expects to record $20,700 in compensation expense during each remaining quarter of 2015.

 

Based on the Company’s performance in 2013, the Company granted long-term restricted shares of common stock to the chief executive officer on February 11, 2014 with a two year minimum vesting period. The total compensation expense associated with this grant was $278,200 and the grant will fully vest on January 1, 2016. One third of this value was expensed during each of 2013 and 2014, with the remaining one third being expensed in 2015. The Company recorded $23,200 and $46,400 in compensation expense during each of the three and six months ended June 30, 2015 and 2014, respectively, and expects to record $23,200 in compensation expense in each remaining quarter of 2015.

 

Under the terms of the predecessor plans and the First Bancorp 2014 Equity Plan, options can have a term of no longer than ten years, and all options granted thus far under these plans have had a term of ten years. The Company’s options provide for immediate vesting under certain conditions if there is a change in control (as defined in the plans).

 

At June 30, 2015, there were 128,464 options outstanding under the Company’s three option plans, with exercise prices ranging from $14.35 to $22.04. At June 30, 2015, there were 930,224 shares remaining available for grant under the First Bancorp 2014 Equity Plan.

 

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

 

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

 

The Company recorded total stock-based compensation expense of $277,000 and $201,000 for the three months ended June 30, 2015 and 2014, respectively, and $404,000 and $225,000 for the six months ended June 30, 2015 and 2014, respectively. Of the $404,000 in expense that was recorded in 2015, approximately $129,000 related to the June 1, 2015 director grants, which is classified as “other operating expenses” in the Consolidated Statements of Income. The remaining $275,000 in expense relates to the employee grants discussed above and is recorded as “salaries expense.” Stock based compensation is reflected as an adjustment to cash flows from operating activities on the Company’s Consolidated Statement of Cash Flows. The Company recognized $157,500 and $87,000 of income tax benefits related to stock based compensation expense in the income statement for the six months ended June 30, 2015 and 2014, respectively.

 

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

 

The following table presents information regarding the activity for the first six months of 2015 related to the Company’s stock options outstanding:

 

		Options Outstanding
		Number of Shares				Weighted- Average Exercise Price				Weighted- Average Contractual Term (years)				Aggregate Intrinsic Value
Balance at January 1, 2015			179,102			$	18.55
Granted			—				—
Exercised			(2,250	)			14.35
Forfeited			—				—
Expired			(48,388	)			20.07
Outstanding at June 30, 2015			128,464			$	18.05				2.2			$	46,400
Exercisable at June 30, 2015			128,464			$	18.05				2.2			$	46,400

 

During the three and six months ended June 30, 2015, the Company received $32,000 as a result of stock option exercises. The Company did not have any stock option exercises during the three and six months ended June 30, 2014. The Company recorded no tax benefits from the exercise of nonqualified stock options during the three and six months ended June 30, 2015 or 2014.

 

The following table presents information regarding the activity the first six months of 2015 related to the Company’s outstanding restricted stock:

 

		Long-Term Restricted Stock
		Number of Units				Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2015			45,219			$	10.68
Granted during the period			59,711				17.31
Vested during the period			—				—
Forfeited or expired during the period			—				—
Nonvested at June 30, 2015			104,930			$	14.45

 

Note 5 – Earnings Per Common Share

 

Basic Earnings Per Common Share is calculated by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted Earnings Per Common Share is computed by assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period. Currently, the Company’s potentially dilutive common stock issuances relate to stock option grants under the Company’s equity-based compensation plans and the Company’s Series C Preferred Stock, which is convertible into common stock on a one-for-one ratio.

 

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

 

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

 

The following is a reconciliation of the numerators and denominators used in computing Basic and Diluted Earnings Per Common Share:

 

		For the Three Months Ended June 30,
		2015												2014
($ in thousands except per share amounts)		Income (Numer- ator)				Shares (Denom- inator)				Per Share Amount				Income (Numer- ator)				Shares (Denom- inator)				Per Share Amount
Basic EPS
Net income available to common shareholders		$	6,032				19,778,640			$	0.30			$	6,429				19,698,581			$	0.33
Effect of Dilutive Securities			58				730,315								58				735,682
Diluted EPS per common share		$	6,090				20,508,955			$	0.30			$	6,487				20,434,263			$	0.32

 

 

		For the Six Months Ended June 30
		2015												2014
($ in thousands except per share amounts)		Income (Numer- ator)				Shares (Denom- inator)				Per Share Amount				Income (Numer- ator)				Shares (Denom- inator)				Per Share Amount
Basic EPS
Net income available to common shareholders		$	12,803				19,750,316			$	0.65			$	11,888				19,693,382			$	0.60
Effect of Dilutive Securities			117				731,150								117				735,479
Diluted EPS per common share		$	12,920				20,481,466			$	0.63			$	12,005				20,428,861			$	0.59

 

For the three and six months ended June 30, 2015, there were 108,214 options and 52,500 options, respectively, that were antidilutive because the exercise price exceeded the average market price for the period, and thus are not included in the calculation to determine the effect of dilutive securities. For both the three and six months ended June 30, 2014, there were 93,000 options that were anti-dilutive. Also, for both the three and six months ended June 30, 2014, the Company excluded 75,000 options that had an exercise price below the average market price for the period, but had performance vesting requirements that the Company concluded were not probable to vest.

 

Note 6 – Securities

 

The book values and approximate fair values of investment securities at June 30, 2015 and December 31, 2014 are summarized as follows:

 

		June 30, 2015																December 31, 2014
		Amortized				Fair				Unrealized								Amortized				Fair				Unrealized
($ in thousands)		Cost				Value				Gains				(Losses)				Cost				Value				Gains				(Losses)
Securities available for sale:
Government-sponsored enterprise securities		$	58,291				58,276				53				(68	)			27,546				27,521				33				(58	)
Mortgage-backed securities			132,272				131,309				461				(1,424	)			130,073				129,510				751				(1,314	)
Corporate bonds			25,231				24,733				40				(538	)			1,000				865				—				(135	)
Equity securities			89				132				55				(12	)			89				122				46				(13	)
Total available for sale		$	215,883				214,450				609				(2,042	)			158,708				158,018				830				(1,520	)
Securities held to maturity:
Mortgage-backed securities		$	112,923				112,235				—				(688	)			124,924				124,861				45				(108	)
State and local governments			52,322				55,524				3,224				(22	)			53,763				57,550				3,787				—
Total held to maturity		$	165,245				167,759				3,244				(710	)			178,687				182,411				3,832				(108	)

 

Included in mortgage-backed securities at June 30, 2015 were collateralized mortgage obligations with an amortized cost of $77,000 and a fair value of $79,000. Included in mortgage-backed securities at December 31, 2014 were collateralized mortgage obligations with an amortized cost of $108,000 and a fair value of $111,000. All of the Company’s mortgage-backed securities, including the collateralized mortgage obligations, were issued by government-sponsored corporations.

 

The following table presents information regarding securities with unrealized losses at June 30, 2015:

 

($ in thousands)		Securities in an Unrealized Loss Position for Less than 12 Months								Securities in an Unrealized Loss Position for More than 12 Months								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
Government-sponsored enterprise securities		$	13,955				45				2,977				23				16,932				68
Mortgage-backed securities			161,589				1,102				29,740				1,010				191,329				2,112
Corporate bonds			19,773				458				920				80				20,693				538
Equity securities			—				—				20				12				20				12
State and local governments			832				22				—				—				832				22
Total temporarily impaired securities		$	196,149				1,627				33,657				1,125				229,806				2,752

 

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

 

($ in thousands)		Securities in an Unrealized Loss Position for Less than 12 Months								Securities in an Unrealized Loss Position for More than 12 Months								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
Government-sponsored enterprise securities		$	5,489				11				2,953				47				8,442				58
Mortgage-backed securities			69,985				318				33,557				1,104				103,542				1,422
Corporate bonds			—				—				865				135				865				135
Equity securities			—				—				17				13				17				13
State and local governments			—				—				—				—				—				—
Total temporarily impaired securities		$	75,474				329				37,392				1,299				112,866				1,628

 

In the above tables, all of the non-equity securities that were in an unrealized loss position at June 30, 2015 and December 31, 2014 are bonds that the Company has determined are in a loss position due primarily to interest rate factors and not credit quality concerns. The Company has evaluated the collectability of each of these bonds and has concluded that there is no other-than-temporary impairment. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. The Company has also concluded that each of the equity securities in an unrealized loss position at June 30, 2015 and December 31, 2014 was in such a position due to temporary fluctuations in the market prices of the securities. The Company’s policy is to record an impairment charge for any of these equity securities that remains in an unrealized loss position for twelve consecutive months unless the amount is insignificant.

 

The book values and approximate fair values of investment securities at June 30, 2015, by contractual maturity, are summarized in the table below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

		Securities Available for Sale								Securities Held to Maturity
		Amortized				Fair				Amortized				Fair
($ in thousands)		Cost				Value				Cost				Value
Debt securities
Due within one year		$	—				—				773				787
Due after one year but within five years			50,291				50,276				12,755				13,502
Due after five years but within ten years			28,231				27,773				36,098				38,458
Due after ten years			5,000				4,960				2,696				2,777
Mortgage-backed securities			132,272				131,309				112,923				112,235
Total debt securities			215,794				214,318				165,245				167,759
Equity securities			89				132				—				—
Total securities		$	215,883				214,450				165,245				167,759

 

At June 30, 2015 and December 31, 2014 investment securities with carrying values of $87,087,000 and $100,113,000, respectively, were pledged as collateral for public deposits.

 

The Company recorded no gains or losses on securities during the three or six month periods ended June 30, 2015. During the second quarter of 2014, the Company sold approximately $47,473,000 in securities and recorded a net gain of $786,000 related to the sale.

 

The aggregate carrying amount of cost-method investments was $15,453,000 and $6,016,000 at June 30, 2015 and December 31, 2014, respectively, which is recorded within the line item “other assets” on the Company’s Consolidated Balance Sheets. These investments are comprised of both Federal Home Loan Bank (“FHLB”) stock and Federal Reserve Bank of Richmond (“FRB”) stock. The FHLB stock had a cost and fair value of $8,421,000 at June 30, 2015 and $6,016,000 at December 31, 2014, and serves as part of the collateral for the Company’s line of credit with the FHLB and is also a requirement for membership in the FHLB system. Periodically the FHLB recalculates the Company’s required level of holdings, and the Company either buys more stock or the FHLB redeems a portion of the stock at cost. The FRB stock had a cost and fair value of $7,032,000 at June 30, 2015. The Company was required to purchase this stock when it became a member of the Federal Reserve System in the second quarter of 2015. The Company determined that neither stock was impaired at either period end.

 

Note 7 – Loans and Asset Quality Information

 

The loans and foreclosed real estate that were acquired in FDIC-assisted transactions are covered by loss share agreements between the FDIC and the Company’s banking subsidiary, First Bank, which afford First Bank significant loss protection - see Note 2 to the financial statements included in the Company’s 2011 Annual Report on Form 10-K for detailed information regarding these transactions. Because of the loss protection provided by the FDIC, the risk of the loans and foreclosed real estate that are covered by loss share agreements are significantly different from those assets not covered under the loss share agreements. Accordingly, the Company presents separately loans subject to the loss share agreements as “covered loans” in the information below and loans that are not subject to the loss share agreements as “non-covered loans.”

 

On July 1, 2014, one of the Company’s loss share agreements with the FDIC expired. The agreement that expired related to the non-single family assets of Cooperative Bank, a failed bank acquisition from June 2009. Accordingly, the remaining balances associated with these loans and foreclosed real estate were transferred from the covered portfolio to the non-covered portfolio on July 1, 2014. The Company will bear all future losses on this portfolio of loans and foreclosed real estate. Immediately prior to the transfer to non-covered status, the loans in this portfolio had a carrying value of $39.7 million and the foreclosed real estate in this portfolio had a carrying value of $3.0 million. Of the $39.7 million in loans that lost loss share protection, approximately $9.7 million were on nonaccrual status and $2.1 million were classified as accruing troubled debt restructurings as of July 1, 2014. Additionally, approximately $1.7 million in allowance for loan losses associated with this portfolio of loans was transferred to the allowance for loan losses for non-covered loans on July 1, 2014.

 

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

 

($ in thousands)		June 30, 2015								December 31, 2014								June 30, 2014
		Amount				Percentage				Amount				Percentage				Amount				Percentage
All  loans (non-covered and covered):
Commercial, financial, and agricultural		$	179,909				7%			$	160,878				7%			$	165,021				7%
Real estate – construction, land development & other land loans			282,262				12%				288,148				12%				295,868				12%
Real estate – mortgage – residential (1-4 family) first mortgages			777,515				32%				789,871				33%				814,712				33%
Real estate – mortgage – home equity loans / lines of credit			220,534				9%				223,500				9%				227,381				9%
Real estate – mortgage – commercial and other			904,496				38%				882,127				37%				868,599				36%
Installment loans to individuals			47,244				2%				50,704				2%				62,153				3%
Subtotal			2,411,960				100%				2,395,228				100%				2,433,734				100%
Unamortized net deferred loan costs			819								946								651
Total loans		$	2,412,779							$	2,396,174							$	2,434,385

 

 

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

 

($ in thousands)		June 30, 2015								December 31, 2014								June 30, 2014
		Amount				Percentage				Amount				Percentage				Amount				Percentage
Non-covered loans:
Commercial, financial, and agricultural		$	178,756				8%			$	159,195				7%			$	162,303				7%
Real estate – construction, land development & other land loans			278,406				12%				282,604				13%				274,975				12%
Real estate – mortgage – residential (1-4 family) first mortgages			694,794				30%				700,101				31%				718,962				32%
Real estate – mortgage – home equity loans / lines of credit			208,778				9%				210,697				9%				213,542				9%
Real estate – mortgage – commercial and other			890,158				39%				864,333				38%				825,450				37%
Installment loans to individuals			47,244				2%				50,704				2%				61,647				3%
Subtotal			2,298,136				100%				2,267,634				100%				2,256,879				100%
Unamortized net deferred loan costs			819								946								651
Total non-covered loans		$	2,298,955							$	2,268,580							$	2,257,530

 

 

The carrying amount of the covered loans at June 30, 2015 consisted of impaired and nonimpaired purchased loans (as determined on the date of acquisition), as follows:

 

($ in thousands)		Impaired Purchased Loans – Carrying Value				Impaired Purchased Loans – Unpaid Principal Balance				Nonimpaired Purchased Loans – Carrying Value				Nonimpaired Purchased Loans - Unpaid Principal Balance				Total Covered Loans – Carrying Value				Total Covered Loans – Unpaid Principal Balance
Covered loans:
Commercial, financial, and agricultural		$	60				118				1,093				1,132				1,153				1,250
Real estate – construction, land development & other land loans			301				526				3,555				3,962				3,856				4,488
Real estate – mortgage – residential (1-4 family) first mortgages			310				1,275				82,411				96,461				82,721				97,736
Real estate – mortgage – home equity loans / lines of credit			8				15				11,748				13,635				11,756				13,650
Real estate – mortgage – commercial and other			1,092				3,162				13,246				14,111				14,338				17,273
Total		$	1,771				5,096				112,053				129,301				113,824				134,397

 

The carrying amount of the covered loans at December 31, 2014 consisted of impaired and nonimpaired purchased loans (as determined on the date of the acquisition), as follows:

 

($ in thousands)		Impaired Purchased Loans – Carrying Value				Impaired Purchased Loans – Unpaid Principal Balance				Nonimpaired Purchased Loans – Carrying Value				Nonimpaired Purchased Loans - Unpaid Principal Balance				Total Covered Loans – Carrying Value				Total Covered Loans – Unpaid Principal Balance
Covered loans:
Commercial, financial, and agricultural		$	66				123				1,617				1,661				1,683				1,784
Real estate – construction, land development & other land loans			309				534				5,235				6,471				5,544				7,005
Real estate – mortgage – residential (1-4 family) first mortgages			362				1,298				89,408				104,678				89,770				105,976
Real estate – mortgage – home equity loans / lines of credit			12				19				12,791				15,099				12,803				15,118
Real estate – mortgage – commercial and other			1,201				3,209				16,593				17,789				17,794				20,998
Total		$	1,950				5,183				125,644				145,698				127,594				150,881

 

The following table presents information regarding covered purchased nonimpaired loans since December 31, 2013. The amounts include principal only and do not reflect accrued interest as of the date of the acquisition or beyond.

 

($ in thousands)
Carrying amount of nonimpaired covered loans at December 31, 2013		$	207,167
Principal repayments			(50,183	)
Transfers to foreclosed real estate			(5,061	)
Transfers to non-covered loans due to expiration of loss-share agreement			(38,987	)
Net loan (charge-offs) / recoveries			(3,301	)
Accretion of loan discount			16,009
Carrying amount of nonimpaired covered loans at December 31, 2014			125,644
Principal repayments			(15,709	)
Transfers to foreclosed real estate			(656	)
Net loan (charge-offs) / recoveries			82
Accretion of loan discount			2,692
Carrying amount of nonimpaired covered loans at June 30, 2015		$	112,053

 

As reflected in the table above, the Company accreted $2,692,000 of the loan discount on purchased nonimpaired loans into interest income during the first six months of 2015. As of June 30, 2015, there was remaining loan discount of $15,072,000 related to purchased accruing loans. If these loans continue to be repaid by the borrowers, the Company will accrete the remaining loan discount into interest income over the covered lives of the respective loans. In such circumstances, a corresponding entry to reduce the indemnification asset will be recorded amounting to approximately 80% of the loan discount accretion, which reduces noninterest income. At June 30, 2015, the Company also had $2,560,000 of loan discount related to purchased nonaccruing loans. It is not expected that a significant amount of this discount will be accreted, as it represents estimated losses on these loans.

 

The following table presents information regarding all purchased impaired loans since December 31, 2013, the majority of which are covered loans. The Company has applied the cost recovery method to all purchased impaired loans at their respective acquisition dates due to the uncertainty as to the timing of expected cash flows, as reflected in the following table.

 

($ in thousands)       Purchased Impaired Loans		Contractual Principal Receivable				Fair Market Value Adjustment – Write Down (Nonaccretable Difference)				Carrying Amount
Balance at December 31, 2013		$	6,263				3,121				3,142
Change due to payments received			(599	)			227				(826	)
Change due to loan charge-off			(2	)			29				(31	)
Other			197				(115	)			312
Balance at December 31, 2014		$	5,859				3,262				2,597
Change due to payments received			(99	)			112				(211	)
Other			(3	)			(3	)			—
Balance at June 30, 2015		$	5,757				3,371				2,386

 

Because of the uncertainty of the expected cash flows, the Company is accounting for each purchased impaired loan under the cost recovery method, in which all cash payments are applied to principal. Thus, there is no accretable yield associated with the above loans. During the first six months of 2015 and 2014, the Company received $0 and $179,000, respectively, in payments that exceeded the initial carrying amount of the purchased impaired loans, which is included in the loan discount accretion amount discussed previously.

 

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

 

ASSET QUALITY DATA ($ in thousands)		June 30, 2015				December 31, 2014				June 30, 2014
Non-covered nonperforming assets
Nonaccrual loans		$	44,123			$	50,066			$	47,533
Restructured loans - accruing			32,059				35,493				27,250
Accruing loans > 90 days past due			—				—				—
Total non-covered nonperforming loans			76,182				85,559				74,783
Foreclosed real estate			9,954				9,771				9,346
Total non-covered nonperforming assets		$	86,136			$	95,330			$	84,129
Covered nonperforming assets
Nonaccrual loans (1)		$	7,378			$	10,508			$	20,938
Restructured loans - accruing			3,910				5,823				8,193
Accruing loans > 90 days past due			—				—				—
Total covered nonperforming loans			11,288				16,331				29,131
Foreclosed real estate			1,945				2,350				9,934
Total covered nonperforming assets		$	13,233			$	18,681			$	39,065
Total nonperforming assets		$	99,369			$	114,011			$	123,194

 

(1) At June 30, 2015, December 31, 2014, and June 30, 2014, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $12.7 million, $16.0 million, and $34.3 million, respectively.

 

At June 30, 2015, the Company had $5.1 million in residential mortgage loans in process of foreclosure. The remaining tables in this note present information derived from the Company’s allowance for loan loss model. Relevant accounting guidance requires certain disclosures to be disaggregated based on how the Company develops its allowance for loan losses and manages its credit exposure. This model combines loan types in a different manner than the tables previously presented.

 

The following table presents the Company’s nonaccrual loans as of June 30, 2015.

 

($ in thousands)		Non-covered				Covered				Total
Commercial, financial, and agricultural:
Commercial – unsecured		$	210				22				232
Commercial – secured			2,727				—				2,727
Secured by inventory and accounts receivable			86				34				120
Real estate – construction, land development & other land loans			6,387				96				6,483
Real estate – residential, farmland and multi-family			23,347				4,756				28,103
Real estate – home equity lines of credit			2,235				431				2,666
Real estate – commercial			8,663				2,039				10,702
Consumer			468				—				468
Total		$	44,123				7,378				51,501

 

 

The following table presents the Company’s nonaccrual loans as of December 31, 2014.

 

($ in thousands)		Non-covered				Covered				Total
Commercial, financial, and agricultural:
Commercial – unsecured		$	187				1				188
Commercial – secured			2,927				—				2,927
Secured by inventory and accounts receivable			454				103				557
Real estate – construction, land development & other land loans			7,891				1,140				9,031
Real estate – residential, farmland and multi-family			24,459				7,785				32,244
Real estate – home equity lines of credit			2,573				278				2,851
Real estate – commercial			11,070				1,201				12,271
Consumer			505				—				505
Total		$	50,066				10,508				60,574

 

The following table presents an analysis of the payment status of the Company’s loans as of June 30, 2015.

 

($ in thousands)		30-59 Days Past Due				60-89 Days Past Due				Nonaccrual Loans				Current				Total Loans Receivable
Non-covered loans
Commercial, financial, and agricultural:
Commercial - unsecured		$	196				1				210				41,667				42,074
Commercial - secured			495				478				2,727				113,920				117,620
Secured by inventory and accounts receivable			—				—				86				23,241				23,327
Real estate – construction, land development & other land loans			445				98				6,387				249,505				256,435
Real estate – residential, farmland, and multi-family			4,452				2,406				23,347				818,158				848,363
Real estate – home equity lines of credit			806				69				2,235				195,235				198,345
Real estate - commercial			3,216				371				8,663				756,743				768,993
Consumer			331				266				468				41,914				42,979
Total non-covered		$	9,941				3,689				44,123				2,240,383				2,298,136
Unamortized net deferred loan costs																			819
Total non-covered loans																		$	2,298,955
Covered loans		$	632				653				7,378				105,161				113,824
Total loans		$	10,573				4,342				51,501				2,345,544				2,412,779

 

The Company had no non-covered or covered loans that were past due greater than 90 days and accruing interest at June 30, 2015.

 

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

 

($ in thousands)		30-59 Days Past Due				60-89 Days Past Due				Nonaccrual Loans				Current				Total Loans Receivable
Non-covered loans
Commercial, financial, and agricultural:
Commercial - unsecured		$	191				35				187				36,871				37,284
Commercial - secured			1,003				373				2,927				102,671				106,974
Secured by inventory and accounts receivable			30				225				454				21,761				22,470
Real estate – construction, land development & other land loans			1,950				139				7,891				247,535				257,515
Real estate – residential, farmland, and multi-family			11,272				3,218				24,459				807,884				846,833
Real estate – home equity lines of credit			1,585				352				2,573				194,067				198,577
Real estate - commercial			3,738				996				11,070				738,981				754,785
Consumer			695				131				505				41,865				43,196
Total non-covered		$	20,464				5,469				50,066				2,191,635				2,267,634
Unamortized net deferred loan costs																			946
Total non-covered loans																		$	2,268,580
Covered loans		$	4,385				964				10,508				111,737				127,594
Total loans		$	24,849				6,433				60,574				2,303,372				2,396,174

 

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

The following table presents the activity in the allowance for loan losses for non-covered loans for the three and six months ended June 30, 2015.

 

($ in thousands)		Commercial, Financial, and Agricultural				Real Estate – Construction, Land Development, & Other Land Loans				Real Estate – Residential, Farmland, and Multi- family				Real Estate – Home Equity Lines of Credit				Real Estate – Commercial and Other				Consumer				Unallo- cated				Total
As of and for the three months ended June 30, 2015
Beginning balance		$	5,757				6,006				10,826				4,163				5,919				795				304				33,770
Charge-offs			(2,083	)			(702	)			(844	)			(496	)			(1,026	)			(252	)			—				(5,403	)
Recoveries			260				50				156				28				193				100				—				787
Provisions			1,630				(338	)			(497	)			(528	)			(363	)			305				792				1,001
Ending balance		$	5,564				5,016				9,641				3,167				4,723				948				1,096				30,155
As of and for the six months ended June 30, 2015
Beginning balance		$	8,391				6,470				9,720				3,731				9,045				841				147				38,345
Charge-offs			(3,027	)			(1,958	)			(2,413	)			(563	)			(1,949	)			(853	)			—				(10,763	)
Recoveries			348				317				172				45				395				191				—				1,468
Provisions			(148	)			187				2,162				(46	)			(2,768	)			769				949				1,105
Ending balance		$	5,564				5,016				9,641				3,167				4,723				948				1,096				30,155
Ending balances as of June 30, 2015:  Allowance for loan losses
Individually evaluated for impairment		$	134				364				1,794				—				328				—				—				2,620
Collectively evaluated for impairment		$	5,430				4,652				7,847				3,167				4,395				948				1,096				27,535
Loans acquired with deteriorated credit quality		$	—				—				—				—				—				—				—				—
Loans receivable as of June 30, 2015:
Ending balance – total		$	183,021				256,435				848,363				198,345				768,993				42,979				—				2,298,136
Unamortized net deferred loan costs																															819
Total non-covered loans																														$	2,298,955
Ending balances as of June 30, 2015: Loans
Individually evaluated for impairment		$	764				4,920				23,833				—				17,453				—				—				46,970
Collectively evaluated for impairment		$	182,257				251,515				824,530				198,345				750,926				42,979				—				2,250,552
Loans acquired with deteriorated credit quality		$	—				—				—				—				614				—				—				614

 

 

 

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

 

($ in thousands)		Commercial, Financial, and Agricultural				Real Estate – Construction, Land Development, & Other Land Loans				Real Estate – Residential, Farmland, and Multi- family				Real Estate – Home Equity Lines of Credit				Real Estate – Commercial and Other				Consumer				Unallo- cated				Total
As of and for the year ended December 31, 2014
Beginning balance		$	7,432				12,966				15,142				1,838				5,524				1,513				(152	)			44,263
Charge-offs			(4,039	)			(2,148	)			(4,417	)			(912	)			(3,048	)			(1,724	)			—				(16,288	)
Recoveries			140				398				331				45				181				451				—				1,546
Transfer from covered category			36				813				51				—				833				4				—				1,737
Provisions			4,822				(5,559	)			(1,387	)			2,760				5,555				597				299				7,087
Ending balance		$	8,391				6,470				9,720				3,731				9,045				841				147				38,345
Ending balances as of December 31, 2014:  Allowance for loan losses
Individually evaluated for impairment		$	211				415				1,686				—				165				—				—				2,477
Collectively evaluated for impairment		$	8,180				6,055				8,034				3,731				8,880				841				147				35,868
Loans acquired with deteriorated credit quality		$	—				—				—				—				—				—				—				—
Loans receivable as of December 31, 2014:
Ending balance – total		$	166,728				257,515				846,833				198,577				754,785				43,196				—				2,267,634
Unamortized net deferred loan costs																															946
Total non-covered loans																														$	2,268,580
Ending balances as of December 31, 2014: Loans
Individually evaluated for impairment		$	784				7,991				24,010				476				20,910				7				—				53,531
Collectively evaluated for impairment		$	165,944				249,524				822,823				198,101				733,228				43,189				—				2,213,456
Loans acquired with deteriorated credit quality		$	—				—				—				—				647				—				—				647

 

The following table presents the activity in the allowance for loan losses for non-covered loans for the three and six months ended June 30, 2014.

 

($ in thousands)		Commercial, Financial, and Agricultural				Real Estate – Construction, Land Development, & Other Land Loans				Real Estate – Residential, Farmland, and Multi- family				Real Estate – Home Equity Lines of Credit				Real Estate – Commercial and Other				Consumer				Unallo- cated				Total
As of and for the three months ended June 30, 2014
Beginning balance		$	8,889				8,650				12,733				3,662				9,375				1,030				367				44,706
Charge-offs			(2,041	)			(307	)			(861	)			(397	)			(277	)			(371	)			—				(4,254	)
Recoveries			21				73				114				6				26				116				—				356
Provisions			2,079				(1,002	)			(854	)			484				88				131				232				1,158
Ending balance		$	8,948				7,414				11,132				3,755				9,212				906				599				41,966
As of and for the six months ended June 30, 2014
Beginning balance		$	7,432				12,966				15,142				1,838				5,524				1,513				(152	)			44,263
Charge-offs			(2,666	)			(1,234	)			(1,631	)			(503	)			(889	)			(799	)			—				(7,722	)
Recoveries			49				309				179				11				121				233				—				902
Provisions			4,133				(4,627	)			(2,558	)			2,409				4,456				(41	)			751				4,523
Ending balance		$	8,948				7,414				11,132				3,755				9,212				906				599				41,966
Ending balances as of June 30, 2014:  Allowance for loan losses
Individually evaluated for impairment		$	290				818				2,016				—				528				—				—				3,652
Collectively evaluated for impairment		$	8,658				6,596				9,116				3,755				8,684				906				599				38,314
Loans acquired with deteriorated credit quality		$	—				—				—				—				—				—				—				—
Loans receivable as of June 30, 2014:
Ending balance – total		$	178,670				247,369				867,175				200,510				717,905				45,250				—				2,256,879
Unamortized net deferred loan costs																															651
Total non-covered loans																														$	2,257,530
Ending balances as of June 30, 2014: Loans
Individually evaluated for impairment		$	679				7,541				22,505				483				17,009				10				—				48,227
Collectively evaluated for impairment		$	177,991				239,828				844,670				200,027				700,896				45,240				—				2,208,652
Loans acquired with deteriorated credit quality		$	—				—				—				—				—				—				—				—

 

The following table presents the activity in the allowance for loan losses for covered loans for the three and six months ended June 30, 2015.

 

($ in thousands)		Covered Loans
As of and for the three months ended June 30, 2015
Beginning balance		$	2,226
Charge-offs			(676	)
Recoveries			545
Provisions			(160	)
Ending balance		$	1,935
As of and for the six months ended June 30, 2015
Beginning balance		$	2,281
Charge-offs			(1,116	)
Recoveries			1,198
Provisions			(428	)
Ending balance		$	1,935
Ending balances as of June 30, 2015: Allowance for loan losses
Individually evaluated for impairment		$	455
Collectively evaluated for impairment			1,434
Loans acquired with deteriorated credit quality			46
Loans receivable as of June 30, 2015:
Ending balance – total		$	113,824
Ending balances as of June 30, 2015: Loans
Individually evaluated for impairment		$	6,763
Collectively evaluated for impairment			105,290
Loans acquired with deteriorated credit quality			1,771

 

 

The following table presents the activity in the allowance for loan losses for covered loans for the year ended December 31, 2014.

 

($ in thousands)		Covered Loans
As of and for the year ended December 31, 2014
Beginning balance		$	4,242
Charge-offs			(6,948	)
Recoveries			3,616
Transferred to non-covered			(1,737	)
Provisions			3,108
Ending balance		$	2,281
Ending balances as of December 31, 2014: Allowance for loan losses
Individually evaluated for impairment		$	1,161
Collectively evaluated for impairment			1,046
Loans acquired with deteriorated credit quality			74
Loans receivable as of December 31, 2014:
Ending balance – total		$	127,594
Ending balances as of December 31, 2014: Loans
Individually evaluated for impairment		$	11,484
Collectively evaluated for impairment			114,160
Loans acquired with deteriorated credit quality			1,950

 

The following table presents the activity in the allowance for loan losses for covered loans for the three and six months ended June 30, 2014.

 

($ in thousands)		Covered Loans
As of and for the three months ended June 30, 2014
Beginning balance		$	3,421
Charge-offs			(2,722	)
Recoveries			630
Provisions			2,501
Ending balance		$	3,830
As of and for the six months ended June 30, 2014
Beginning balance		$	4,242
Charge-offs			(5,670	)
Recoveries			2,547
Provisions			2,711
Ending balance		$	3,830
Ending balances as of June 30, 2014: Allowance for loan losses
Individually evaluated for impairment		$	1,312
Collectively evaluated for impairment			2,472
Loans acquired with deteriorated credit quality			46
Loans receivable as of June 30, 2014:
Ending balance – total		$	176,855
Ending balances as of June 30, 2014: Loans
Individually evaluated for impairment		$	20,615
Collectively evaluated for impairment			153,357
Loans acquired with deteriorated credit quality			2,883

 

The following table presents loans individually evaluated for impairment by class of loans as of June 30, 2015.

 

($ in thousands)		Recorded Investment				Unpaid Principal Balance				Related Allowance				Average Recorded Investment
Non-covered loans with no related allowance recorded:
Commercial, financial, and agricultural:
Commercial - unsecured		$	70				84				—				45
Commercial - secured			108				109				—				44
Secured by inventory and accounts receivable			—				—				—				—
Real estate – construction, land development & other land loans			3,483				4,540				—				5,045
Real estate – residential, farmland, and multi-family			9,788				11,017				—				9,575
Real estate – home equity lines of credit			—				—				—				159
Real estate – commercial			15,164				17,279				—				16,800
Consumer			—				—				—				2
Total non-covered impaired loans with no allowance		$	28,613				33,029				—				31,670
Total covered impaired loans with no allowance		$	5,698				10,040				—				6,354
Total impaired loans with no allowance recorded		$	34,311				43,069				—				38,024
Non-covered  loans with an allowance recorded:
Commercial, financial, and agricultural:
Commercial - unsecured		$	101				107				46				136
Commercial - secured			485				502				88				558
Secured by inventory and accounts receivable			—				—				—				—
Real estate – construction, land development & other land loans			1,437				3,601				364				1,499
Real estate – residential, farmland, and multi-family			14,045				14,547				1,794				14,215
Real estate – home equity lines of credit			—				—				—				—
Real estate – commercial			2,903				3,008				328				3,237
Consumer			—				—				—				—
Total non-covered impaired loans with allowance		$	18,971				21,765				2,620				19,645
Total covered impaired loans with allowance		$	2,836				3,109				501				4,173
Total impaired loans with an allowance recorded		$	21,807				24,874				3,121				23,818

 

Interest income recorded on non-covered and covered impaired loans during the year ended June 30, 2015 was insignificant.

The following table presents loans individually evaluated for impairment by class of loans as of December 31, 2014.

 

($ in thousands)		Recorded Investment				Unpaid Principal Balance				Related Allowance				Average Recorded Investment
Non-covered loans with no related allowance recorded:
Commercial, financial, and agricultural:
Commercial - unsecured		$	33				35				—				20
Commercial - secured			5				6				—				95
Secured by inventory and accounts receivable			—				—				—				—
Real estate – construction, land development & other land loans			6,877				7,944				—				6,430
Real estate – residential, farmland, and multi-family			9,165				10,225				—				7,776
Real estate – home equity lines of credit			476				498				—				388
Real estate – commercial			17,409				20,786				—				11,911
Consumer			7				10				—				7
Total non-covered impaired loans with no allowance		$	33,972				39,504				—				26,627
Total covered impaired loans with no allowance		$	8,097				12,081				—				16,986
Total impaired loans with no allowance recorded		$	42,069				51,585				—				43,613
Non-covered  loans with an allowance recorded:
Commercial, financial, and agricultural:
Commercial - unsecured		$	140				143				47				142
Commercial - secured			606				612				164				550
Secured by inventory and accounts receivable			—				—				—				15
Real estate – construction, land development & other land loans			1,114				3,243				415				1,487
Real estate – residential, farmland, and multi-family			14,845				15,257				1,686				14,418
Real estate – home equity lines of credit			—				—				—				4
Real estate – commercial			3,501				3,530				165				6,420
Consumer			—				—				—				8
Total non-covered impaired loans with allowance		$	20,206				22,785				2,477				23,044
Total covered impaired loans with allowance		$	5,220				5,719				1,229				8,513
Total impaired loans with an allowance recorded		$	25,426				28,504				3,706				31,557

 

Interest income recorded on non-covered and covered impaired loans during the year ended December 31, 2014 was insignificant.

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

 

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

 

	Numerical Risk Grade	Description
Pass:
	1	Loans with virtually no risk, including cash secured loans.
	2	Loans with documented significant overall financial strength, including non-cash secured or unsecured loans that have no minor or major exceptions to the lending guidelines.
	3	Loans with documented satisfactory overall financial strength, including non-cash secured or unsecured loans that have no major exceptions to the lending guidelines.  If unsecured, loans would include support of a strong guarantor or co-maker.
	4	Loans to borrowers with acceptable financial condition, including non-cash secured or unsecured loans that have minor or major exceptions to the lending guidelines, but the exceptions are properly mitigated.  Primary or secondary source of repayment is sufficient and if secured, loan would include the support of a satisfactory guarantor or co-maker.
Watch or Standard:
	9	Existing loans that meet the guidelines for a Risk Graded 5 loan, except the collateral coverage is sufficient to satisfy the debt with no risk of loss under reasonable circumstances.
Special Mention:
	5	Existing loans with major exceptions that cannot be mitigated.  Potential for loss is possible.
Classified:
	6	Loans that have a well-defined weakness that may jeopardize the liquidation of the debt if deficiencies are not corrected.  Loss is not only possible, but probable.
	7	Loans that have a well-defined weakness that make the collection or liquidation improbable.  Loss appears imminent, but the exact amount and timing is uncertain.
	8	Loans that are considered uncollectible and are in the process of being charged-off.  This grade is a temporary grade assigned for administrative purposes until the charge-off is completed.

 

The following table presents the Company’s recorded investment in loans by credit quality indicators as of June 30, 2015.

 

($ in thousands)		Credit Quality Indicator (Grouped by Internally Assigned Grade)
		Pass (Grades 1, 2, & 3)				Pass – Acceptable/ Average (Grade 4)				Watch or Standard Loans (Grade 9)				Special Mention Loans (Grade 5)				Classified Loans (Grades 6, 7, & 8)				Nonaccrual Loans				Total
Non-covered loans:
Commercial, financial, and agricultural:
Commercial - unsecured		$	19,718				20,202				5				1,170				769				210				42,074
Commercial - secured			51,546				57,399				60				3,241				2,647				2,727				117,620
Secured by inventory and accounts receivable			7,721				14,587				—				292				641				86				23,327
Real estate – construction, land development & other land loans			94,263				132,055				723				13,738				9,269				6,387				256,435
Real estate – residential, farmland, and multi-family			215,193				529,845				4,862				40,743				34,373				23,347				848,363
Real estate – home equity lines of credit			125,505				59,684				1,525				5,043				4,353				2,235				198,345
Real estate - commercial			263,746				445,742				8,240				30,392				12,210				8,663				768,993
Consumer			27,913				13,568				53				436				541				468				42,979
Total		$	805,605				1,273,082				15,468				95,055				64,803				44,123				2,298,136
Unamortized net deferred loan costs																											819
Total non-covered  loans																										$	2,298,955
Total covered loans		$	12,014				64,847				323				10,109				19,153				7,378				113,824
Total loans		$	817,619				1,337,929				15,791				105,164				83,956				51,501				2,412,779

 

At June 30, 2015, there was an insignificant amount of loans that were graded “8” with an accruing status.

The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2014.

 

($ in thousands)		Credit Quality Indicator (Grouped by Internally Assigned Grade)
		Pass (Grades 1, 2, & 3)				Pass – Acceptable/ Average (Grade 4)				Watch or Standard Loans (Grade 9)				Special Mention Loans (Grade 5)				Classified Loans (Grades 6, 7, & 8)				Nonaccrual Loans				Total
Non-covered loans:
Commercial, financial, and agricultural:
Commercial - unsecured		$	17,856				15,649				5				1,356				2,231				187				37,284
Commercial - secured			32,812				62,361				62				4,481				4,331				2,927				106,974
Secured by inventory and accounts receivable			10,815				9,928				—				767				506				454				22,470
Real estate – construction, land development & other land loans			87,806				135,072				771				13,066				12,909				7,891				257,515
Real estate – residential, farmland, and multi-family			221,581				520,790				4,536				40,993				34,474				24,459				846,833
Real estate – home equity lines of credit			122,528				62,642				1,135				5,166				4,533				2,573				198,577
Real estate - commercial			223,197				465,395				9,057				30,318				15,748				11,070				754,785
Consumer			25,520				15,614				54				855				648				505				43,196
Total		$	742,115				1,287,451				15,620				97,002				75,380				50,066				2,267,634
Unamortized net deferred loan costs																											946
Total non-covered  loans																										$	2,268,580
Total covered loans		$	14,349				70,989				632				10,503				20,613				10,508				127,594
Total loans		$	756,464				1,358,440				16,252				107,505				95,993				60,574				2,396,174

 

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

 

Troubled Debt Restructurings

 

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

 

The vast majority of the Company’s troubled debt restructurings modified during the periods ended June 30, 2015 and 2014 related to interest rate reductions combined with restructured amortization schedules. The Company does not generally grant principal forgiveness.

 

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

The following table presents information related to loans modified in a troubled debt restructuring during the three months ended June 30, 2015 and 2014.

 

($ in thousands)		For the three months ended June 30, 2015												For the three months ended June 30, 2014
		Number of Contracts				Pre- Modification Restructured Balances				Post- Modification Restructured Balances				Number of Contracts				Pre- Modification Restructured Balances				Post- Modification Restructured Balances
Non-covered TDRs – Accruing
Commercial, financial, and agricultural:
Commercial – unsecured			1			$	8			$	8				—			$	—			$	—
Commercial – secured			—				—				—				—				—				—
Secured by inventory and accounts receivable			—				—				—				—				—				—
Real estate – construction, land development & other land loans			—				—				—				—				—				—
Real estate – residential, farmland, and multi-family			1				152				152				5				411				411
Real estate – home equity lines of credit			—				—				—				—				—				—
Real estate – commercial			—				—				—				—				—				—
Consumer			—				—				—				—				—				—
Non-covered TDRs – Nonaccrual
Commercial, financial, and agricultural:
Commercial – unsecured			—				—				—				—				—				—
Commercial – secured			—				—				—				—				—				—
Secured by inventory and accounts receivable			—				—				—				—				—				—
Real estate – construction, land development & other land loans															—				—				—
Real estate – residential, farmland, and multi-family			—				—				—				2				332				332
Real estate – home equity lines of credit			—				—				—				—				—				—
Real estate – commercial			—				—				—				—				—				—
Consumer			—				—				—				—				—				—
Total non-covered TDRs arising during period			2				160				160				7				743				743
Total covered TDRs arising during period– Accruing			—			$	—			$	—				2			$	248			$	245
Total covered TDRs arising during period – Nonaccrual			—				—				—				—				—				—
Total TDRs arising during period			2			$	160			$	160				9			$	991			$	988

 

 

The following table presents information related to loans modified in a troubled debt restructuring during the six months ended June 30, 2015 and 2014.

 

($ in thousands)		For the six months ended June 30, 2015												For the six months ended June 30, 2014
		Number of Contracts				Pre- Modification Restructured Balances				Post- Modification Restructured Balances				Number of Contracts				Pre- Modification Restructured Balances				Post- Modification Restructured Balances
Non-covered TDRs – Accruing
Commercial, financial, and agricultural:
Commercial – unsecured			1			$	8			$	8				—			$	—			$	—
Commercial – secured			—				—				—				—				—				—
Secured by inventory and accounts receivable			—				—				—				—				—				—
Real estate – construction, land development & other land loans			—				—				—				—				—				—
Real estate – residential, farmland, and multi-family			2				265				265				7				748				748
Real estate – home equity lines of credit			—				—				—				—				—				—
Real estate – commercial			1				51				51				—				—				—
Consumer			—				—				—				—				—				—
Non-covered TDRs – Nonaccrual
Commercial, financial, and agricultural:
Commercial – unsecured			—				—				—				—				—				—
Commercial – secured			—				—				—				—				—				—
Secured by inventory and accounts receivable			—				—				—				—				—				—
Real estate – construction, land development & other land loans															—				—				—
Real estate – residential, farmland, and multi-family			4				305				305				4				438				438
Real estate – home equity lines of credit			—				—				—				—				—				—
Real estate – commercial			—				—				—				—				—				—
Consumer			—				—				—				—				—				—
Total non-covered TDRs arising during period			8				629				629				11				1,186				1,186
Total covered TDRs arising during period– Accruing			2			$	139			$	139				2			$	248			$	245
Total covered TDRs arising during period – Nonaccrual			—				—				—				5				710				682
Total TDRs arising during period			10			$	768			$	768				18			$	2,144			$	2,113

 

 

Accruing restructured loans that were modified in the previous 12 months and that defaulted during the three months ended June 30, 2015 and 2014 are presented in the table below. The Company considers a loan to have defaulted when it becomes 90 or more days delinquent under the modified terms, has been transferred to nonaccrual status, or has been transferred to foreclosed real estate.

 

($ in thousands)		For the three months ended June 30, 2015								For the three months ended June 30, 2014
		Number of Contracts				Recorded Investment				Number of Contracts				Recorded Investment
Non-covered accruing TDRs that subsequently defaulted
Commercial, financial, and agricultural:
Commercial – unsecured			1			$	7				—			$	—
Real estate – construction, land development & other land loans			—				—				—				—
Real estate – residential, farmland, and multi-family			—				—				—				—
Real estate – commercial			—				—				—				—
Total non-covered TDRs that subsequently defaulted			1			$	7				—			$	—
Total accruing covered TDRs that subsequently defaulted			—			$	—				—			$	—
Total accruing TDRs that subsequently defaulted			1			$	7				—			$	—

 

Accruing restructured loans that were modified in the previous 12 months and that defaulted during the six months ended June 30, 2015 and 2014 are presented in the table below.

 

($ in thousands)		For the six months ended June 30, 2015								For the six months ended June 30, 2014
		Number of Contracts				Recorded Investment				Number of Contracts				Recorded Investment
Non-covered accruing TDRs that subsequently defaulted
Commercial, financial, and agricultural:
Commercial – unsecured			1			$	7				—			$	—
Real estate – construction, land development & other land loans			—				—				1				5
Real estate – residential, farmland, and multi-family			1				34				—				—
Real estate – commercial			—				—				1				71
Total non-covered TDRs that subsequently defaulted			2			$	41				2			$	76
Total accruing covered TDRs that subsequently defaulted			—			$	—				—			$	—
Total accruing TDRs that subsequently defaulted			2			$	41				2			$	76

Note 8 – Deferred Loan Costs

 

The amount of loans shown on the Consolidated Balance Sheets includes net deferred loan costs of approximately $819,000, $946,000, and $651,000 at June 30, 2015, December 31, 2014, and June 30, 2014, respectively.

 

Note 9 – FDIC Indemnification Asset

 

The FDIC indemnification asset is the estimated amount that the Company will receive from the FDIC under loss share agreements associated with two FDIC-assisted failed bank acquisitions. See page 40 of the Company’s 2014 Annual Report on Form 10-K for a detailed explanation of this asset.

 

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

 

($ in thousands)		June 30, 2015				December 31, 2014				June 30, 2014
Receivable related to loss claims incurred, not yet reimbursed, net		$	265				6,899				7,036
Receivable related to estimated future claims on loans			11,003				14,933				20,196
Receivable related to estimated future claims on foreclosed real estate			714				737				2,174
FDIC indemnification asset		$	11,982				22,569				29,406

 

Included in the receivable related to loss claims incurred, not yet reimbursed, at December 31, 2014, was $1.2 million related to two claims involving the same borrower. The FDIC initially denied both claims because the FDIC disagreed with the collection strategy that the Company undertook. During the second quarter of 2015, the Company and the FDIC reached an agreement to resolve this matter, as follows. One of the two claims amounting to $324,000 will be fully honored by the FDIC and the related loan will remain subject to the loss share agreement, which provides that any future recoveries realized prior to June 30, 2017 to be split on an 80%/20% basis with the FDIC (the FDIC receives 80%). For the other claim amounting to $886,000, the FDIC will pay the Company $480,000 and the related loan will be removed from the provisions of the loss share agreement. This will result in the Company retaining 100% of any future recoveries. As a result of this negotiated agreement, during the three months ended June 30, 2015, the Company wrote off the $406,000 portion of the claim not being reimbursed by the FDIC, which is reflected in the “Other gains (losses)” line item in the Consolidated Statements of Income.

 

The following presents a rollforward of the FDIC indemnification asset since December 31, 2014.

 

($ in thousands)
Balance at December 31, 2014		$	22,569
Decrease related to favorable changes in loss estimates			(1,084	)
Increase related to reimbursable expenses			794
Cash received			(6,912	)
Decrease related to accretion of loan discount			(3,158	)
Decrease related to settlement of disputed claims			(406	)
Other			179
Balance at June 30, 2015		$	11,982

 

 

Note 10 – Goodwill and Other Intangible Assets

 

The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets as of June 30, 2015, December 31, 2014, and June 30, 2014 and the carrying amount of unamortized intangible assets as of those same dates.

 

		June 30, 2015								December 31, 2014								June 30, 2014
($ in thousands)		Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
Amortizable intangible assets:
Customer lists		$	678				528				678				505				678				484
Core deposit premiums			8,560				7,013				8,560				6,675				8,560				6,308
Total		$	9,238				7,541				9,238				7,180				9,238				6,792
Unamortizable intangible assets:
Goodwill		$	65,835								65,835								65,835

 

Amortization expense totaled $180,000 and $194,000 for the three months ended June 30, 2015 and 2014, respectively. Amortization expense totaled $360,000 and $388,000 for the six months ended June 30, 2015 and 2014, respectively.

 

The following table presents the estimated amortization expense for the last two quarters of calendar year 2015 and for each of the four calendar years ending December 31, 2019 and the estimated amount amortizable thereafter. These estimates are subject to change in future periods to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortized intangible assets.

 

($ in thousands)		Estimated Amortization Expense
July 1 to December 31, 2015		$	361
2016			654
2017			404
2018			129
2019			122
Thereafter			27
Total		$	1,697

 

Note 11 – Pension Plans

 

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

 

The Company recorded pension income totaling $288,000 and $242,000 for the three months ended June 30, 2015 and 2014, respectively, which primarily related to investment income from the Pension Plan’s assets. The following table contains the components of the pension income.

 

		For the Three Months Ended June 30,
		2015				2014				2015				2014				2015 Total				2014 Total
($ in thousands)		Pension Plan				Pension Plan				SERP				SERP				Both Plans				Both Plans
Service cost – benefits earned during the period		$	—				—				46				80				46				80
Interest cost			341				382				51				53				392				435
Expected return on plan assets			(710	)			(701	)			—				—				(710	)			(701	)
Amortization of transition obligation			—				—				—				—				—				—
Amortization of net (gain)/loss			—				—				(16	)			(56	)			(16	)			(56	)
Amortization of prior service cost			—				—				—				—				—				—
Net periodic pension cost (income)		$	(369	)			(319	)			81				77				(288	)			(242	)

 

The Company recorded pension income totaling $555,000 and $528,000 for the six months ended June 30, 2015 and 2014, respectively, which primarily related to investment income from the Pension Plan’s assets. The following table contains the components of the pension income.

 

		For the Six Months Ended June 30,
		2015				2014				2015				2014				2015 Total				2014 Total
($ in thousands)		Pension Plan				Pension Plan				SERP				SERP				Both Plans				Both Plans
Service cost – benefits earned during the period		$	—				—				125				136				125				136
Interest cost			682				731				103				105				785				836
Expected return on plan assets			(1,418	)			(1,390	)			—				—				(1,418	)			(1,390	)
Amortization of transition obligation			—				—				—				—				—				—
Amortization of net (gain)/loss			—				—				(47	)			(110	)			(47	)			(110	)
Amortization of prior service cost			—				—				—				—				—				—
Net periodic pension cost (income)		$	(736	)			(659	)			181				131				(555	)			(528	)

 

The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to be deductible for income tax purposes. The contributions are invested to provide for benefits under the Pension Plan. The Company does not expect to contribute to the Pension Plan in 2015.

 

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

 

Note 12 – Comprehensive Income

 

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

 

($ in thousands)		June 30, 2015				December 31, 2014				June 30, 2014
Unrealized gain (loss) on securities available for sale		$	(1,433	)			(691	)			(1,755	)
Deferred tax asset (liability)			560				270				685
Net unrealized gain (loss) on securities available for sale			(873	)			(421	)			(1,070	)
Additional pension asset (liability)			(304	)			(257	)			5,025
Deferred tax asset (liability)			118				100				(1,937	)
Net additional pension asset (liability)			(186	)			(157	)			3,088
Total accumulated other comprehensive income (loss)		$	(1,059	)			(578	)			2,018

 

The following table discloses the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2015 (all amounts are net of tax).

 

($ in thousands)		Unrealized Gain (Loss) on Securities Available for Sale				Additional Pension Asset (Liability)				Total
Beginning balance at January 1, 2015		$	(421	)			(157	)			(578	)
Other comprehensive income (loss) before reclassifications			(452	)			—				(452	)
Amounts reclassified from accumulated other comprehensive income			—				(29	)			(29	)
Net current-period other comprehensive income (loss)			(452	)			(29	)			(481	)
Ending balance at June 30, 2015		$	(873	)			(186	)			(1,059	)

 

The following table discloses the changes in accumulated other comprehensive income (loss) for the six months ended June 30, 2014 (all amounts are net of tax).

 

($ in thousands)		Unrealized Gain (Loss) on Securities Available for Sale				Additional Pension Asset (Liability)				Total
Beginning balance at January 1, 2014		$	(1,232	)			3,132				1,900
Other comprehensive income (loss) before reclassifications			642				—				642
Amounts reclassified from accumulated other comprehensive income			(480	)			(44	)			(524	)
Net current-period other comprehensive income (loss)			162				(44	)			118
Ending balance at June 30, 2014		$	(1,070	)			3,088				2,018

 

Note 13 – Fair Value

 

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

 

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

 

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

 

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

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at June 30, 2015.

 

($ in thousands)
Description of Financial Instruments		Fair Value at June 30, 2015				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Recurring
Securities available for sale:
Government-sponsored enterprise securities		$	58,276				—				58,276				—
Mortgage-backed securities			131,309				—				131,309				—
Corporate bonds			24,733				—				24,733				—
Equity securities			132				—				132				—
Total available for sale securities		$	214,450				—				214,450				—
Nonrecurring
Impaired loans – covered		$	2,335				—				—				2,335
Impaired loans – non-covered			19,609				—				—				19,609
Foreclosed real estate – covered			1,945				—				—				1,945
Foreclosed real estate – non-covered			9,954				—				—				9,954

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2014.

 

($ in thousands)
Description of Financial Instruments		Fair Value at December 31, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Recurring
Securities available for sale:
Government-sponsored enterprise securities		$	27,521				—				27,521				—
Mortgage-backed securities			129,510				—				129,510				—
Corporate bonds			865				—				865				—
Equity securities			122				—				122				—
Total available for sale securities		$	158,018				—				158,018				—
Nonrecurring
Impaired loans – covered		$	5,220				—				—				5,220
Impaired loans – non-covered			20,512				—				—				20,512
Foreclosed real estate – covered			2,350				—				—				2,350
Foreclosed real estate – non-covered			9,771				—				—				9,771

 

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

 

Securities Available for Sale — When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy. If quoted market prices are not available, but fair values can be estimated by observing quoted prices of securities with similar characteristics, the securities are classified as Level 2 on the valuation hierarchy. Most of the fair values for the Company’s Level 2 securities are determined by our third-party securities portfolio manager using matrix pricing. Matrix pricing is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. For the Company, Level 2 securities include mortgage-backed securities, collateralized mortgage obligations, government-sponsored enterprise securities, and corporate bonds. In cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

 

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

 

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

 

Foreclosed real estate – Foreclosed real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value. Fair value is measured on a non-recurring basis and is based upon independent market prices or current appraisals that are generally prepared using an income or market valuation approach and conducted by an independent, licensed third party appraiser, adjusted for estimated selling costs (Level 3). At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. For any real estate valuations subsequent to foreclosure, any excess of the real estate recorded value over the fair value of the real estate is treated as a foreclosed real estate write-down on the Consolidated Statements of Income.

 

For Level 3 assets and liabilities measured at fair value on a recurring or non-recurring basis as of June 30, 2015, the significant unobservable inputs used in the fair value measurements were as follows:

 

($ in thousands)
Description		Fair Value at June 30, 2015				Valuation Technique		Significant Unobservable Inputs		General Range of Significant Unobservable Input Values
Impaired loans – covered		$	2,335			Appraised value; PV of expected cash flows		Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell		0-10%
Impaired loans – non-covered			19,609			Appraised value; PV of expected cash flows		Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell		0-10%
Foreclosed real estate – covered			1,945			Appraised value; independent market prices		Discounts to reflect current market conditions and estimated costs to sell		0-10%
Foreclosed real estate – non-covered			9,954			Appraised value; independent market prices		Discounts to reflect current market conditions, abbreviated holding period and estimated costs to sell		0-40%

 

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

 

($ in thousands)
Description		Fair Value at December 31, 2014				Valuation Technique		Significant Unobservable Inputs		General Range of Significant Unobservable Input Values
Impaired loans – covered		$	5,220			Appraised value; PV of expected cash flows		Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell		0-10%
Impaired loans – non-covered			20,512			Appraised value; PV of expected cash flows		Discounts to reflect current market conditions, ultimate collectability, and estimated costs to sell		0-10%
Foreclosed real estate – covered			2,350			Appraised value; independent market prices		Discounts to reflect current market conditions and estimated costs to sell		0-10%
Foreclosed real estate – non-covered			9,771			Appraised value; independent market prices		Discounts to reflect current market conditions, abbreviated holding period and estimated costs to sell		0-40%

 

Transfers of assets or liabilities between levels within the fair value hierarchy are recognized when an event or change in circumstances occurs. There were no transfers between Level 1 and Level 2 for assets or liabilities measured on a recurring basis during the three or six months ended June 30, 2015 or 2014.

 

For the six months ended June 30, 2015, the decrease in the fair value of securities available for sale was $743,000, which is included in other comprehensive income (loss) (net of tax benefit of $291,000). For the six months ended June 30, 2014, the increase in the fair value of securities available for sale was $266,000, which is included in other comprehensive income (net of tax expense of $104,000). Fair value measurement methods at June 30, 2015 and 2014 are consistent with those used in prior reporting periods.

 

The carrying amounts and estimated fair values of financial instruments at June 30, 2015 and December 31, 2014 are as follows:

 

				June 30, 2015								December 31, 2014
($ in thousands)		Level in Fair Value Hierarchy		Carrying Amount				Estimated Fair Value				Carrying Amount				Estimated Fair Value
Cash and due from banks, noninterest-bearing		Level 1		$	75,151				75,151				81,068				81,068
Due from banks, interest-bearing		Level 1			102,567				102,567				171,248				171,248
Federal funds sold		Level 1			674				674				768				768
Securities available for sale		Level 2			214,450				214,450				158,018				158,018
Securities held to maturity		Level 2			165,245				167,759				178,687				182,411
Presold mortgages in process of settlement		Level 1			4,934				4,934				6,019				6,019
Total loans, net of allowance		Level 3			2,380,689				2,355,893				2,355,548				2,328,244
Accrued interest receivable		Level 1			9,134				9,134				8,920				8,920
FDIC indemnification asset		Level 3			11,982				11,692				22,569				21,856
Bank-owned life insurance		Level 1			56,175				56,175				55,421				55,421
Deposits		Level 2			2,653,127				2,652,878				2,695,906				2,696,153
Borrowings		Level 2			176,394				167,611				116,394				105,407
Accrued interest payable		Level 2			625				625				686				686

 

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

 

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

 

Available for Sale and Held to Maturity Securities - Fair values are provided by a third-party and are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or matrix pricing.

 

Loans - For nonimpaired loans, fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, financial and agricultural, real estate construction, real estate mortgages and installment loans to individuals. Each loan category is further segmented into fixed and variable interest rate terms. The fair value for each category is determined by discounting scheduled future cash flows using current interest rates offered on loans with similar risk characteristics. Fair values for impaired loans are primarily based on estimated proceeds expected upon liquidation of the collateral or the present value of expected cash flows.

 

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

 

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

 

Deposits - The fair value of deposits with no stated maturity, such as noninterest-bearing checking accounts, savings accounts, interest-bearing checking accounts, and money market accounts, is equal to the amount payable on demand as of the valuation date. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered in the marketplace for deposits of similar remaining maturities.

 

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

 

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

 

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

 

Note 14 – Shareholders’ Equity Transactions

 

Small Business Lending Fund

 

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

 

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

 

The Series B Preferred Stock qualifies as Tier 1 capital. The dividend rate, as a percentage of the liquidation amount, fluctuated on a quarterly basis during the first 10 quarters during which the Series B Preferred Stock was outstanding, based upon changes in the level of “Qualified Small Business Lending” or “QSBL”. For the first nine quarters after issuance, the dividend rate could range from one percent (1%) to five percent (5%) per annum based upon the increase in QSBL as compared to the baseline. For the tenth calendar quarter through four and one half years after issuance (the “temporary fixed rate period”), the dividend rate will be fixed at between one percent (1%) and seven percent (7%) based upon the level of QSBL compared to the baseline. After four and one half years from the issuance, the dividend rate will increase to nine percent (9%). For quarters subsequent to the issuance in 2011, the Company was able to continually increase its level of small business lending and as a result, the dividend rate has steadily decreased from 5.0% in 2011 to 1.0% in early 2013. The Company is now in the “temporary fixed rate period,” in which the dividend rate is fixed for the Company at 1%. Unless redeemed, this rate will increase to 9% after four and one half years from the stock issuance, which is March 2016 for the Company. Subject to regulatory approval, the Company is generally permitted to redeem the Series B Preferred Shares at par plus unpaid dividends.

 

On June 25, 2015, the Company redeemed $32 million (32,000 shares) of the outstanding Series B Preferred Stock (“SBLF Stock”). The shares were redeemed at their liquidation value of $1,000 per share plus accrued dividends. The Company continues to have outstanding $31.5 million (31,500 shares) of SBLF Stock.

 

For the three months ended June 30, 2015 and 2014, the Company accrued approximately $153,000 and $159,000, respectively, in preferred dividend payments for the Series B Preferred Stock. For the six months ended June 30, 2015 and 2014, the Company accrued approximately $312,000 and $317,000, respectively, in preferred dividend payments for the Series B Preferred Stock. This amount is deducted from net income in computing “Net income available to common shareholders.”

 

Stock Issuance

 

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

 

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

 

The Series C Preferred Stock pays a dividend per share equal to that of the Company’s common stock. During each of the second quarters of 2015 and 2014, the Company accrued approximately $58,000 in preferred dividend payments for the Series C Preferred Stock. During each of the first six months of 2015 and 2014, the Company accrued approximately $117,000 in preferred dividend payments for the Series C Preferred Stock.

 

Note 15 – Legal Proceedings and Contingencies

 

The Company is not involved in any legal proceedings which, in management's opinion, could have a material effect on the consolidated financial position of the Company. As previously disclosed, in November 2014, the Company received a Wells Notice from the SEC related to the Company's alleged failure to disclose certain related party transactions from 2009-2011. After receiving the notice, the Company cooperated with the SEC and pursued negotiation discussions with them in an attempt to resolve the matters. On June 1, 2015, the matters were resolved, with the SEC issuing a cease and desist order against the Company and two former executive officers of the Company. In the order, the SEC concluded the following: 1) the Company violated related party transaction disclosure requirements, 2) the Company did not maintain effective disclosure controls and procedures, and 3) the Company did not maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles. The order included a requirement that the Company not commit any future similar violations and imposed a $275,000 civil money penalty on the Company. Also, see “Part II, Item 1 - Legal Proceedings” for more information.

 

As discussed above in Note 9 and as previously disclosed, at March 31, 2015 the FDIC had denied $1.2 million related to two loss share claims because the FDIC disagreed with the collection strategy that the Company undertook. In the second quarter of 2015, this matter was resolved with the FDIC agreeing to pay the Company $0.8 million of those claims, while removing one of the related loans from the loss share agreement. This will result in the Company retaining 100% of any future recoveries on that loan, instead of reimbursing 80% of such recoveries to the FDIC as called for by the loss share agreement. As a result of this negotiated settlement, during the three months ended June 30, 2015, the Company wrote off the $0.4 million portion of the claim that the FDIC will not pay.

 

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

 

Critical Accounting Policies

 

The accounting principles we follow and our methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices followed by the banking industry. Certain of these principles involve a significant amount of judgment and may involve the use of estimates based on our best assumptions at the time of the estimation. The allowance for loan losses, intangible assets, and the fair value and discount accretion of loans acquired in FDIC-assisted transactions are three policies we have identified as being more sensitive in terms of judgments and estimates, taking into account their overall potential impact to our consolidated financial statements.

 

Allowance for Loan Losses

 

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

 

Our determination of the adequacy of the allowance is based primarily on a mathematical model that estimates the appropriate allowance for loan losses. This model has two components. The first component involves the estimation of losses on individually evaluated “impaired loans”. A loan is considered to be impaired when, based on current information and events, it is probable we will be unable to collect all amounts due according to the contractual terms of the loan agreement. A loan is specifically evaluated for an appropriate valuation allowance if the loan balance is above a prescribed evaluation threshold (which varies based on credit quality, accruing status, troubled debt restructured status, and type of collateral) and the loan is determined to be impaired. Factors considered by management in determining impairment include payment status, borrowers’ financial data, cash flow, and various other factors. The estimated valuation allowance is the difference, if any, between the loan balance outstanding and the value of the impaired loan as determined by either 1) an estimate of the cash flows that we expect to receive from the borrower discounted at the loan’s effective rate, or 2) in the case of a collateral-dependent loan, the fair value of the collateral.

 

The second component of the allowance model is an estimate of losses for all loans not considered to be impaired loans (“general reserve loans”). General reserve loans are segregated into pools by loan type and risk grade, and estimated loss percentages are assigned to each loan pool, based on historical losses adjusted for any environmental factors used to reflect changes in the collectability of the portfolio not captured by the historical loss data. Loss percentages are based on a migration analysis in which loss rates are calculated based on an analysis of losses incurred on similar loan types and risk grades over the preceding three years.

 

The reserves estimated for individually evaluated impaired loans are then added to the reserve estimated for general reserve loans. This becomes our “allocated allowance.” The allocated allowance is compared to the actual allowance for loan losses recorded on our books and any adjustment necessary for the recorded allowance to absorb losses inherent in the portfolio is recorded as a provision for loan losses. The provision for loan losses is a direct charge to earnings in the period recorded. Any remaining difference between the allocated allowance and the actual allowance for loan losses recorded on our books is our “unallocated allowance.”

 

Loans covered under loss share agreements (referred to as “covered loans”) are recorded at fair value at acquisition date. Therefore, amounts deemed uncollectible at acquisition date become a part of the fair value calculation and are excluded from the allowance for loan losses. Subsequent decreases in the amount expected to be collected result in a provision for loan losses with a corresponding increase in the allowance for loan losses. Subsequent increases in the amount expected to be collected are accreted into income over the life of the loan. Proportional adjustments are also recorded to the FDIC indemnification asset.

 

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

 

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

 

Intangible Assets

 

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

 

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

 

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

 

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

 

In our 2014 goodwill impairment evaluation, we engaged a consulting firm that used various valuation techniques to assist us in concluding that our goodwill was not impaired.

 

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

 

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

 

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

 

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

 

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

 

FDIC Indemnification Asset

 

The FDIC indemnification asset is the estimated amount that the Company will receive from the FDIC under loss share agreements associated with two FDIC-assisted failed bank acquisitions. See page 40 of the Company’s 2014 Annual Report on Form 10-K for a detailed explanation of this asset.

 

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

 

($ in thousands)
At June 30, 2015		Cooperative Single Family Loss Share Loans				Bank of Asheville Single Family Loss Share Loans				Bank of Asheville Non-Single Family Loss Share Loans				Total
Expiration of loss share agreement		6/30/2019				3/31/2021				3/31/2016
Nonaccrual covered loans
Unpaid principal balance		$	5,111				880				6,666				12,657
Carrying value prior to loan discount*			4,935				720				4,283				9,938
Loan discount			696				442				1,422				2,560
Net carrying value			4,239				278				2,861				7,378
Allowance for loan losses			119				6				69				194
Indemnification asset recorded			527				293				436				1,256
All other covered loans
Unpaid principal balance			93,703				8,238				19,799				121,740
Carrying value prior to loan discount*			93,574				8,159				19,785				121,518
Loan discount			12,540				1,481				1,051				15,072
Net carrying value			81,034				6,678				18,734				106,446
Allowance for loan losses			1,252				61				428				1,741
Indemnification asset recorded			8,149				1,101				517				9,767
All covered loans
Unpaid principal balance			98,814				9,118				26,465				134,397
Carrying value prior to loan discount*			98,509				8,879				24,068				131,456
Loan discount			13,236				1,923				2,473				17,632
Net carrying value			85,273				6,956				21,595				113,824
Allowance for loan losses			1,371				67				497				1,935
Indemnification asset recorded			8,676				1,394				953				11,023	**
Foreclosed Properties
Net carrying value			1,101				—				844				1,945
Indemnification asset recorded			533				—				181				714
For the Six Months Ended June 30, 2015
Loan discount accretion recognized			962				383				1,347				2,692
Indemnification asset expense associated with the loan discount accretion recognized			1,441				336				1,381				3,158

 

 

* Reflects partial charge-offs

** A present value adjustment of $20 reduces the carrying value of this asset to $11,003.

Current Accounting Matters

 

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

 

RESULTS OF OPERATIONS

 

Net income available to common shareholders for the second quarter of 2015 amounted to $6.0 million, or $0.30 per diluted common share, compared to the $6.4 million, or $0.32 per diluted common share, recorded in the second quarter of 2014. The lower earnings recorded in the second quarter of 2015 were primarily due to a lower amount of discount accretion on loans purchased in failed-bank acquisitions, which was partially offset by a lower provision for loan losses.

 

For the six months ended June 30, 2015, net income available to common shareholders amounted to $12.8 million, or $0.63 per diluted common share, compared to the $11.9 million, or $0.59 per diluted common share, for the six months ended June 30, 2014. The higher earnings were primarily the result of a lower provision for loan losses.

 

Net Interest Income and Net Interest Margin

 

Net interest income for the second quarter of 2015 amounted to $29.6 million, a 12.4% decrease from the $33.8 million recorded in the second quarter of 2014. Net interest income for the first six months of 2015 amounted to $59.3 million, a 14.5% decrease from the $69.3 million recorded in the comparable period of 2014.

 

Our net interest margin (tax-equivalent net interest income divided by average earning assets) in the second quarter of 2015 was 4.15% compared to 4.65% for the second quarter of 2014. For the six month period ended June 30, 2015, our net interest margin was 4.17% compared to 4.89% for the same period in 2014. The lower margins were primarily due to lower amounts of discount accretion on loans purchased in failed-bank acquisitions – see additional discussion below. Loan discount accretion amounted to $1.1 million in the second quarter of 2015 and $4.9 million in the second quarter of 2014. For the first six months of 2015, loan discount accretion amounted to $2.7 million compared to $11.3 million for the first six months of 2014. The lower amount of accretion is due to the continued winding down of the unaccreted discount amount that resulted from failed-bank acquisitions in 2009 and 2011.

 

We continue to experience lower loan yields due to the prolonged low interest rate environment, but began to invest our excess cash balances into higher yielding investment securities late in the fourth quarter of 2014, which has partially offset the lower loan yields. Investment securities totaled $380 million at June 30, 2015 compared to $172 million at June 30, 2014.

 

Our cost of funds has steadily declined from 0.30% in the second quarter of 2014 to 0.24% in the second quarter of 2015, which has had a positive impact on our net interest margin.

 

Provision for Loan Losses and Asset Quality

 

We recorded total provisions for loan losses of $0.8 million in the second quarter of 2015 compared to $3.7 million in the second quarter of 2014. For the six months ended June 30, 2015, we recorded total provisions for loan losses of $0.7 million compared to $7.2 million for the same period of 2014. As discussed below, we record provisions for loan losses related to both non-covered and covered loan portfolios – see explanation of the terms “non-covered” and “covered” in the section below entitled “Note Regarding Components of Earnings.”

 

The provision for loan losses on non-covered loans amounted to $1.0 million in the second quarter of 2015 compared to $1.2 million in the second quarter of 2014. For the first six months of 2015, the provision for loan losses on non-covered loans amounted to $1.1 million compared to $4.5 million for the same period of 2014. The lower provisions recorded in 2015 were primarily a result of continued favorable credit quality trends and generally improving economic trends.

 

We recorded a negative provision for loan losses on covered loans (reduction of allowance for loan losses) of $0.2 million in the second quarter of 2015 compared to a $2.5 million provision for loan losses in the second quarter of 2014. For the six months ended June 30, 2015, we recorded a negative provision for loan losses on covered loans of $0.4 million compared to a $2.7 million provision for loan losses in the comparable period of 2014. The negative provisions in 2015 primarily resulted from lower levels of covered nonperforming loans, minimal net charge-offs, and declining levels of total covered loans.

 

Total non-covered nonperforming assets amounted to $86.1 million at June 30, 2015 (2.78% of total non-covered assets), $95.3 million at December 31, 2014 (3.09% of total non-covered assets), and $84.1 million at June 30, 2014 (2.73% of total non-covered assets). The increase in non-covered nonperforming assets when comparing June 30, 2014 to December 31, 2014 and June 30, 2015 was primarily due to the Company transferring $14.8 million in nonperforming assets from covered status to non-covered status on July 1, 2014 upon the scheduled expiration of a loss share agreement with the FDIC associated with those assets.

 

Total covered nonperforming assets have declined in the past year, amounting to $13.2 million at June 30, 2015, $18.7 million at December 31, 2014 and $39.1 million at June 30, 2014. Over the past twelve months, we have resolved a significant amount of covered loans and have experienced strong property sales along the North Carolina coast, which is where most of our covered assets are located. Also, as discussed in the preceding paragraph, on July 1, 2014 the Company transferred $14.8 million in nonperforming assets from covered status to non-covered status upon the expiration of a loss share agreement.

 

Noninterest Income

 

Total noninterest income was $5.0 million for each of the three month periods ended June 30, 2015 and 2014. For the six months ended June 30, 2015, noninterest income amounted to $9.5 million compared to $5.3 million for the six months ended June 30, 2014.

 

Core noninterest income for the second quarter of 2015 was $7.4 million, a decrease of 5.0% from the $7.8 million reported for the second quarter of 2014. For the first six months of 2015, core noninterest income amounted to $14.6 million, a 4.5% decrease from the $15.3 million recorded in the comparable period of 2014. Core noninterest income includes i) service charges on deposit accounts, ii) other service charges, commissions, and fees, iii) fees from presold mortgages, iv) commissions from financial product sales, and v) bank-owned life insurance income. The primary reason for the decrease in core noninterest income in 2015 was lower service charges on deposit accounts, which is discussed further in the section entitled “Components of Earnings.”

 

Noncore components of noninterest income resulted in a net decrease to income of $2.4 million in the second quarter of 2015 and a net decrease to income of $2.9 million in the second quarter of 2014. For the six months ended June 30, 2015 and 2014, the Company recorded net decreases to income of $5.1 million and $10.0 million, respectively, related to the noncore components of noninterest income. The largest variances in noncore noninterest income related to gains (losses) on covered foreclosed properties and indemnification asset income (expense) – see discussion in the section entitled “Components of Earnings.”

 

Noninterest Expenses

 

Noninterest expenses amounted to $24.3 million in the second quarter of 2015 compared to $24.8 million recorded in the second quarter of 2014. Noninterest expenses for the six months ended June 30, 2015 amounted to $48.0 million compared to $48.3 million recorded in the first half of 2014. The decreases in 2015 were mainly due to decreases in miscellaneous items of other operating expense.

 

Balance Sheet and Capital

 

Total assets at June 30, 2015 amounted to $3.2 billion, a 1.7% decrease from a year earlier. Total loans at June 30, 2015 amounted to $2.4 billion, a 0.9% decrease from a year earlier, and total deposits amounted to $2.7 billion at June 30, 2015, a 3.7% decrease from a year earlier.

 

Investment securities totaled $379.7 million at June 30, 2015 compared to $171.9 million at June 30, 2014. Over the past three quarters, we have used a portion of our excess cash balances to purchase investment securities.

 

Non-covered loans amounted to $2.3 billion at June 30, 2015, an increase of $41.4 million from June 30, 2014. The increase was partially due to the reclassification of $39.7 million in loans from covered status to non-covered status in connection with the July 1, 2014 expiration of a loss share agreement. Non-covered loans increased $23.4 million, or 4.1% on an annualized basis, during the second quarter of 2015 as a result of ongoing internal initiatives to drive loan growth. Loans covered by FDIC loss share agreements are expected to continue to decline as those loans continue to pay down.

 

The decline in total deposits at June 30, 2015 compared to June 30, 2014 was primarily due to decreases in retail time deposits and brokered deposits, with increases in checking accounts and other retail deposit accounts offsetting a portion of the decline. Time deposits are generally one of our most expensive funding sources, and thus the shift from this category has benefited our overall cost of funds.

 

On June 25, 2015, we redeemed $32 million (32,000 shares) of the outstanding Non-Cumulative Perpetual Preferred Stock, Series B (“SBLF Stock”) that had been issued to the United States Secretary of the Treasury in September 2011 related to the Company’s participation in the Small Business Lending Fund. The shares were redeemed at their liquidation value of $1,000 per share plus accrued dividends. We continue to have outstanding $31.5 million (31,500 shares) of SBLF Stock.

 

We remain well-capitalized by all regulatory standards, with a Total Risk-Based Capital Ratio at June 30, 2015 of 16.14% compared to the 10.00% minimum to be considered well-capitalized. Our tangible common equity to tangible assets ratio was 8.24% at June 30, 2015, an increase of 67 basis points from a year earlier.

 

Note Regarding Components of Earnings

 

Our results of operation are significantly affected by the on-going accounting for two FDIC-assisted failed bank acquisitions. In the discussion above and elsewhere in this document, the term “covered” is used to describe assets included as part of FDIC loss share agreements, which generally result in the FDIC reimbursing the Company for 80% of losses incurred on those assets. The term “non-covered” refers to the Company’s legacy assets, which are not included in any type of loss share arrangement.

 

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

 

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

 

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

 

Components of Earnings

 

Net interest income is the largest component of earnings, representing the difference between interest and fees generated from earning assets and the interest costs of deposits and other funds needed to support those assets. Net interest income for the three month period ended June 30, 2015 amounted to $29.6 million, a decrease of $4.2 million, or 12.4%, from the $33.8 million recorded in the second quarter of 2014. Net interest income on a tax-equivalent basis for the three month period ended June 30, 2015 amounted to $30.0 million, a decrease of $4.2 million, or 12.2%, from the $34.2 million recorded in the second quarter of 2014. We believe that analysis of net interest income on a tax-equivalent basis is useful and appropriate because it allows a comparison of net interest income amounts in different periods without taking into account the different mix of taxable versus non-taxable investments that may have existed during those periods.

 

		Three Months Ended June 30,
($ in thousands)		2015				2014
Net interest income, as reported		$	29,605				33,808
Tax-equivalent adjustment			402				375
Net interest income, tax-equivalent		$	30,007				34,183

 

Net interest income for the six month period ended June 30, 2015 amounted to $59.3 million, a decrease of $10.0 million, or 14.5%, from the $69.3 million recorded in the first half of 2014. Net interest income on a tax-equivalent basis for the six month period ended June 30, 2015 amounted to $60.1 million, a decrease of $10.0 million, or 14.3%, from the $70.1 million recorded in the comparable period of 2014.

 

		Six Months Ended June 30,
($ in thousands)		2015				2014
Net interest income, as reported		$	59,308				69,343
Tax-equivalent adjustment			792				749
Net interest income, tax-equivalent		$	60,100				70,092

 

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

 

For the three and six months ended June 30, 2015, the lower net interest income compared to the same periods of 2014 was due to a lower net interest margin (see discussion below).

 

The following tables present net interest income analysis on a tax-equivalent basis for the periods indicated.

 

		For the Three Months Ended June 30,
		2015												2014
($ in thousands)		Average Volume				Average Rate				Interest Earned or Paid				Average Volume				Average Rate				Interest Earned or Paid
Assets
Loans (1)		$	2,389,735				4.86%			$	28,953			$	2,438,364				5.65%			$	34,376
Taxable securities			309,589				2.16%				1,664				176,382				1.99%				876
Non-taxable securities (2)			52,227				6.60%				859				53,917				6.29%				846
Short-term investments, principally federal funds			150,219				0.50%				186				277,923				0.33%				232
Total interest-earning assets			2,901,770				4.38%				31,662				2,946,586				4.95%				36,330
Cash and due from banks			64,518												81,327
Premises and equipment			75,789												76,958
Other assets			157,193												154,679
Total assets		$	3,199,270											$	3,259,550
Liabilities
Interest bearing checking		$	558,087				0.06%			$	82			$	535,304				0.06%			$	80
Money market deposits			572,458				0.12%				176				556,264				0.11%				156
Savings deposits			183,828				0.05%				23				175,504				0.05%				23
Time deposits >$100,000			416,962				0.70%				732				574,037				0.82%				1,172
Other time deposits			328,375				0.40%				327				396,885				0.42%				419
Total interest-bearing deposits			2,059,710				0.26%				1,340				2,237,994				0.33%				1,850
Borrowings			121,036				1.04%				315				116,774				1.02%				297
Total interest-bearing liabilities			2,180,746				0.30%				1,655				2,354,768				0.37%				2,147
Noninterest bearing checking			607,939												513,472
Other liabilities			15,886												10,768
Shareholders’ equity			394,699												380,542
Total liabilities and shareholders’ equity		$	3,199,270											$	3,259,550
Net yield on interest-earning assets and net interest income							4.15%			$	30,007								4.65%			$	34,183
Interest rate spread							4.08%												4.58%
Average prime rate							3.25%												3.25%

(1)	Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.

(2)

Includes tax-equivalent adjustments of $402,000 and $375,000 in 2015 and 2014, respectively, to reflect the tax benefit that we receive related to tax-exempt securities, which carry interest rates lower than similar taxable investments due to their tax exempt status. This amount has been computed assuming a 39% tax rate and is reduced by the related nondeductible portion of interest expense.

 

		For the Six Months Ended June 30,
		2015												2014
($ in thousands)		Average Volume				Average Rate				Interest Earned or Paid				Average Volume				Average Rate				Interest Earned or Paid
Assets
Loans (1)		$	2,390,403				4.93%			$	58,394			$	2,448,866				5.80%			$	70,462
Taxable securities			296,552				2.06%				3,023				178,305				2.12%				1,877
Non-taxable securities (2)			52,638				6.56%				1,712				53,946				6.32%				1,690
Short-term investments, principally federal funds			166,658				0.46%				381				210,579				0.34%				351
Total interest-earning assets			2,906,251				4.41%				63,510				2,891,696				5.19%				74,380
Cash and due from banks			65,214												82,285
Premises and equipment			75,733												77,199
Other assets			149,722												168,019
Total assets		$	3,196,920											$	3,219,199
Liabilities
Interest bearing checking		$	560,468				0.06%			$	164			$	532,207				0.06%			$	160
Money market deposits			565,008				0.12%				341				555,028				0.11%				307
Savings deposits			182,491				0.05%				45				174,366				0.05%				44
Time deposits >$100,000			433,610				0.73%				1,579				574,832				0.83%				2,355
Other time deposits			335,232				0.40%				669				405,936				0.43%				875
Total interest-bearing deposits			2,076,809				0.27%				2,798				2,242,369				0.34%				3,741
Borrowings			118,715				1.04%				612				82,084				1.34%				547
Total interest-bearing liabilities			2,195,524				0.31%				3,410				2,324,453				0.37%				4,288
Noninterest bearing checking			591,502												502,961
Other liabilities			16,458												13,305
Shareholders’ equity			393,436												378,480
Total liabilities and shareholders’ equity		$	3,196,920											$	3,219,199
Net yield on interest-earning assets and net interest income							4.17%			$	60,100								4.89%			$	70,092
Interest rate spread							4.10%												4.82%
Average prime rate							3.25%												3.25%

(1)

Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.

(2)

Includes tax-equivalent adjustments of $792,000 and $749,000 in 2015 and 2014, respectively, to reflect the tax benefit that we receive related to tax-exempt securities, which carry interest rates lower than similar taxable investments due to their tax exempt status. This amount has been computed assuming a 39% tax rate and is reduced by the related nondeductible portion of interest expense.

 

Average loans outstanding for the second quarter of 2015 were $2.390 billion, which was 2.0% lower than the average loans outstanding for the second quarter of 2014 ($2.438 billion). Average loans for the six months ended June 30, 2015 were $2.390 billion, which was 2.4% less than the average loans outstanding for the six months ended June 30, 2014 ($2.449 billion). The lower amount of average loans outstanding in 2015 is due to minimal organic loan growth and the continued resolution of covered loans within our “covered loan” portfolio through foreclosure, charge-off, or repayment.

 

The mix of our loan portfolio remained substantially the same at June 30, 2015 compared to December 31, 2014, with approximately 91% of our loans being real estate loans, 7% being commercial, financial, and agricultural loans, and the remaining 2% being consumer installment loans. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

 

Average total deposits outstanding for the second quarter of 2015 were $2.668 billion, which was 3.0% less than the average deposits outstanding for the second quarter of 2014 ($2.751 billion). Average deposits outstanding for the six months ended June 30, 2015 were $2.668 billion, which was 2.8% less than the average deposits outstanding for the six months ended June 30, 2014 ($2.745 billion).

 

Average transaction deposit accounts (noninterest bearing checking, interest bearing checking, money market and savings accounts) increased from $1.765 billion for the first six months of 2014 to $1.899 billion for the first six months of 2015, representing growth of $135 million, or 7.6%. With the growth of our transaction deposit accounts, we were able to further reduce our reliance on higher cost sources of funding, especially time deposits. Average time deposits declined from $981 million for the first six months of 2014 to $769 million for the first six months of 2015, a decrease of $212 million, or 21.6%. This favorable change in funding mix was largely responsible for our average cost of interest bearing liabilities decreasing from 0.37% in the first six months of 2014 to 0.31% in the first six months of 2015. Our total cost of funds, which includes noninterest bearing checking accounts at a zero percent cost, was 0.25% for the first half of 2015 compared to 0.30% in the first half of 2014.

 

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

 

Our net interest margin (tax-equivalent net interest income divided by average earning assets) for the second quarter of 2015 was 4.15% compared to 4.65% for the second quarter of 2014. For the six month period ended June 30, 2015, our net interest margin was 4.17% compared to 4.89% for the same period in 2014. The lower margins were primarily a result of a lower amount of discount accretion on loans purchased in failed-bank acquisitions (see discussion below).

 

We continue to experience lower loan yields in 2015 due to the prolonged low interest rate environment, but began to invest our excess cash balances into higher yielding investment securities late in the fourth quarter of 2014, which has partially offset the lower loan yields.

 

Our net interest margin benefitted from the net accretion of purchase accounting premiums/discounts associated with the Cooperative acquisition that occurred in June 2009 and the acquisition of The Bank of Asheville in January 2011. For the three months ended June 30, 2015 and 2014, we recorded $1,135,000 and $4,806,000, respectively, in net accretion of purchase accounting premiums/discounts that increased net interest income. For the six months ended June 30, 2015 and 2014, we recorded $2,692,000 and $11,168,000, respectively, in net accretion of purchase accounting premiums/discounts. The following table presents the detail of the purchase accounting adjustments that impacted net interest income.

 

		For the Three Months Ended								For the Six Months Ended
$ in thousands		June 30, 2015				June 30, 2014				June 30, 2015				June 30, 2014
Interest income – reduced by premium amortization on loans		$	—				(49	)			—				(98	)
Interest income – increased by accretion of loan discount			1,135				4,851				2,692				11,259
Interest expense – reduced by premium amortization of deposits			—				4				—				7
Impact on net interest income		$	1,135				4,806				2,692				11,168

 

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

 

The decrease in discount accretion in 2015 is due to the unnaccreted discount amount that resulted from aforementioned acquisitions continuing to wind down. Unaccreted loan discount has declined from $39.6 million at December 31, 2013 to $17.6 million at June 30, 2015.

 

We recorded total provisions for loan losses of $0.8 million in the second quarter of 2015 compared to $3.7 million in the second quarter of 2014. For the six months ended June 30, 2015, we recorded total provisions for loan losses of $0.7 million compared to $7.2 million for the same period of 2014. As discussed below, we record provisions for loan losses related to both non-covered and covered loan portfolios – see explanation of the terms “non-covered” and “covered” in the section below entitled “Note Regarding Components of Earnings.”

 

Our provision for loan losses on non-covered loans amounted to $1.0 million in the second quarter of 2015 compared to $1.2 million in the second quarter of 2014. For the first six months of 2015, the provision for loan losses on non-covered loans amounted to $1.1 million compared to $4.5 million for the same period of 2014. The lower provisions recorded in 2015 were primarily a result of continued favorable credit quality trends and generally improving economic trends.

 

We recorded a negative provision for loan losses on covered loans (reduction of allowance for loan losses) of $0.2 million in the second quarter of 2015 compared to a $2.5 million provision for loan losses in the second quarter of 2014. For the six months ended June 30, 2015, we recorded a negative provision for loan losses on covered loans of $0.4 million compared to a $2.7 million provision for loan losses in the comparable period of 2014. The negative provisions in 2015 primarily resulted from lower levels of covered nonperforming loans, minimal net charge-offs, and declining levels of total covered loans.

 

Total noninterest income was $5.0 million for each of the three month periods ended June 30, 2015 and 2014. For the six months ended June 30, 2015, noninterest income amounted to $9.5 million compared to $5.3 million for the six months ended June 30, 2014.

 

As presented in the table below, core noninterest income for the second quarter of 2015 was $7.4 million, a decrease of 5.0% from the $7.8 million reported for the second quarter of 2014. For the first six months of 2015, core noninterest income amounted to $14.6 million, a 4.5% decrease from the $15.3 million recorded in the comparable period of 2014. As noted above, core noninterest income includes i) service charges on deposit accounts, ii) other service charges, commissions, and fees, iii) fees from presold mortgages, iv) commissions from financial product sales, and v) bank-owned life insurance income.

 

The following table presents our core noninterest income for the three and six month periods ending June 30, 2015 and 2014 respectively.

 

		For the Three Months Ended								For the Six Months Ended
$ in thousands		June 30, 2015				June 30, 2014				June 30, 2015				June 30, 2014
Service charges on deposit accounts		$	2,881				3,446				5,773				7,019
Other service charges, commissions, and fees			2,771				2,562				5,313				4,929
Fees from presold mortgages			731				790				1,539				1,397
Commissions from sales of insurance and financial products			665				706				1,226				1,300
Bank-owned life insurance income			383				318				754				645
Core noninterest income		$	7,431				7,822				14,605				15,290

 

As shown in the table above, service charges on deposit accounts declined from $3.4 million in the second quarter of 2014 to $2.9 million in the second quarter of 2015. For the six months ended June 30, 2015, service charges on deposit accounts amounted to $5.8 million, which is a $1.2 million decrease from the $7.0 million recorded in the comparable period of 2014. After the elimination of free checking for most customers with low balances in late 2013, monthly fees earned on deposit accounts have gradually declined over the past several quarters as a result of more customers meeting the requirements to have the monthly service charge waived. Fewer instances of fees earned from customers overdrawing their accounts have also impacted this line item.

 

Other service charges, commissions, and fees increased in 2015 compared to 2014, primarily as a result of higher debit card interchange fees. We earn a small fee each time a customer uses a debit card to make a purchase. Due to the growth in checking accounts and increased customer usage of debit cards, we have experienced increases in this line item. Interchange income from credits cards has also increased due to growth in the number and usage of credit cards, which we believe is a result of increased promotion of this product.

 

Fees from presold mortgages did not vary significantly among the periods presented. These fees amounted to $0.7 million the second quarter of 2015 compared to the $0.8 million recorded in the second quarter of 2014. For the six months ended June 30, 2015 and 2014, fees from presold mortgages amounted to $1.5 million and $1.4 million, respectively.

 

Commissions from sales of insurance and financial products were also consistent among the periods presented. These commissions amounted to approximately $0.7 million for each of the three months ended June 30, 2015 and 2014. For the six months ended June 30, 2015, commissions from sales of insurance and financial products amounted to $1.2 million compared to $1.3 million in the comparable period of 2014.

 

Bank-owned life insurance income amounted to $0.4 million in the second quarter of 2015 compared to $0.3 million in the second quarter of 2014. For the six months ended June 30, 2015, bank-owned life insurance income amounted to $0.8 million compared to $0.6 million for the six months ended June 30, 2014. The increases in 2015 are a result of increased purchases of bank-owned life insurance.

 

Within the noncore components of noninterest income, we recorded net losses on non-covered foreclosed properties of $0.6 million in each of the three months ended June 30, 2015 and 2014, and net losses of $1.1 million and $0.7 million for the six months ended June 30, 2015 and 2014, respectively. We continue to actively pursue disposal of our foreclosed properties and in some cases, we have been willing to accept reasonable levels of losses in order to do so.

 

Gains on covered foreclosed properties were $0.3 million and $0.5 million for the three and six months ended June 30, 2015, respectively, compared to losses of $1.2 million and $3.3 million recorded for the three and six months ended June 30, 2014. The favorable variances in 2015 were a result of significantly lower levels of covered foreclosed properties held by the Company and recovery in property values, particularly along the coast of North Carolina, which is where most of the Company’s foreclosed properties are located.

 

Indemnification asset income (expense) is recorded to reflect additional (decreased) amounts expected to be received from the FDIC during the period related to covered assets. The three primary items that result in recording indemnification asset income (expense) are 1) income from loan discount accretion, which results in indemnification expense, 2) provisions for loan losses on covered loans, which result in indemnification income and 3) foreclosed property gains (losses) on covered assets, which also result in indemnification expense (income). In the second quarter of 2015, we recorded $1.8 million in indemnification asset expense compared to $1.6 million in indemnification asset expense in the second quarter of 2014. For the six months ended June 30, 2015, indemnification asset expense amounted to $4.2 million compared to $6.5 million in indemnification asset expense for the same period of 2014. These variances are primarily due to lower indemnification asset expense associated with the lower loan discount accretion income recorded in the three and six months ended June 30, 2015, as shown in the following table:

 

($ in millions)		For the Three Months Ended								For the Six Months Ended
		June 30, 2015				June 30, 2014				June 30, 2015				June 30, 2014
Indemnification asset expense associated with loan discount accretion income		$	(1.4	)			(4.4	)			(3.2	)			(10.4	)
Indemnification asset income (expense) associated with loan losses (recoveries), net			(0.2	)			1.9				(0.7	)			1.6
Indemnification asset income (expense) associated with foreclosed property losses (gains), net			(0.2	)			0.9				(0.4	)			2.6
Other sources of indemnification asset income (expense)			—				—				0.1				(0.3	)
Total indemnification asset income (expense)		$	(1.8	)			(1.6	)			(4.2	)			(6.5	)

 

We recorded no gains or losses on securities during the three and six month periods ended June 30, 2015. For the three and six month periods ended June 30, 2014, we recorded $0.8 million in gains on sales of approximately $46.7 million in available for sale securities.

 

Other gains (losses) amounted to $0.3 million for each of the three and six month periods in both 2015 and 2014. For both periods in 2015, the primary component of this line item is the $0.4 million write-off of a FDIC claim associated with a dispute settlement (see Note 9 for additional discussion), whereas for both periods in 2014, the net loss related primarily to losses on sales of vacated branch buildings.

 

Noninterest expenses amounted to $24.3 million in the second quarter of 2015 compared to $24.8 million recorded in the second quarter of 2014. Noninterest expenses for the six months ended June 30, 2015 amounted to $48.0 million compared to $48.3 million recorded in the first half of 2014.

 

Personnel expense (salaries and employee benefits expense) was $13.9 million for the second quarter of 2015 compared to $13.7 million in the second quarter of 2014. For both of the six months ended June 30, 2015 and June 30, 2014, personnel expense amounted to $27.6 million. Comparing the first half of 2015 to 2014, lower salaries expense in 2015 associated with a decline in total employees due primarily to branch consolidations was largely offset by higher amounts of incentive compensation expense. The higher amounts of incentive compensation expense relates to the Company’s improved earnings as well as retention-related grants of common stock made to certain officers.

 

The combined amount of occupancy and equipment expense did not vary significantly when comparing 2015 to 2014, amounting to $2.8 million in each of the second quarters of 2015 and 2014 and $5.6 million in each of the first six months of 2015 and 2014.

 

Other operating expenses amounted to $7.5 million for the second quarter of 2015 compared to $8.1 million in the second quarter of 2014, and $14.5 million in the first half of 2015 compared to $14.7 million in the first half of 2014. The decreases in 2015 relate primarily to deposit insurance premium expense which declined due to lower deposit insurance premium rates.

 

For the second quarter of 2015, the provision for income taxes was $3.2 million, an effective tax rate of 34.1%, compared to $3.7 million for the same period of 2014, which is an effective tax rate of 35.7%. For the first six months of 2015, the provision for income taxes was $6.9 million, an effective tax rate of 34.3%, compared to $6.7 million for the same period of 2014, which was an effective tax rate of 35.3%. The slightly lower provisions in 2015 are due to higher amounts of non-taxable income and a decline in the statutory income tax rate in North Carolina.

 

We accrued total preferred stock dividends of $0.2 million in each of the three month periods ended June 30, 2015 and 2014. For each of the first six months of 2015 and 2014, we accrued preferred stock dividends of $0.4 million. These amounts are deducted from net income in computing “net income available to common shareholders.” Preferred dividends related to our Series B Preferred Stock and our Series C Preferred Stock. Our Series B Preferred Stock relates to $63.5 million in preferred stock that was issued to the U.S. Treasury in September 2011 in connection with our participation in the Small Business Lending Fund. From the September 2011 issuance date until December 31, 2013, the dividend rate on this stock was subject to fluctuation between 1% and 5% per anum based upon changes in the level of our “Qualified Small Business Lending” (“QSBL”).  We were able to continually increase our levels of QSBL such that our dividend rate decreased to approximately 1.0% by the first quarter of 2013 and remained at that level through December 31, 2013, at which point the dividend rate became fixed at 1.0%. The dividend rate will remain at 1.0% until March 2016, at which point the dividend rate automatically increases to 9%. In June 2015, we redeemed $32.0 million of the Series B Preferred Stock. Subject to regulatory approval, which cannot be assured, it is our intent to redeem the remaining Series B Preferred Stock prior to the dividend rate increase. Our Series C Preferred Stock relates to the December 2012 issuance of 728,706 shares of preferred stock that pay dividends at the same rate as we pay to holders of our common stock.

 

The Consolidated Statements of Comprehensive Income reflect other comprehensive loss of $614,000 and $46,000 during the second quarters of 2015 and 2014, respectively. During the six months ended June 30, 2015 and 2014, we recorded other comprehensive loss of $481,000 and other comprehensive income of $118,000, respectively. The primary component of other comprehensive income for the periods presented was changes in unrealized holding gains (losses) of our available for sale securities. Our available for sale securities portfolio is predominantly comprised of fixed rate bonds that generally increase in value when market yields for fixed rate bonds decrease and decline in value when market yields for fixed rate bonds increase. Management has evaluated any unrealized losses on individual securities at each period end and determined that there is no other-than-temporary impairment.

 

FINANCIAL CONDITION

 

Total assets at June 30, 2015 amounted to $3.21 billion, a 1.7% decrease from a year earlier. Total loans at June 30, 2015 amounted to $2.41 billion, a 0.9% decrease from a year earlier, and total deposits amounted to $2.65 billion, a 3.7% decrease from a year earlier.

 

The following table presents information regarding the nature of changes in our levels of loans and deposits for the twelve months ended June 30, 2015 and for the six months of 2015.

 

July 1, 2014 to June 30, 2015		Balance at beginning of period				Internal Growth, net				Transfer due to Expiration of Loss Share Agreement				Balance at end of period				Total percentage growth				Internal percentage growth
Loans – Non-covered		$	2,257,530				1,752				39,673				2,298,955				1.8%				0.1%
Loans – Covered			176,855				(23,358	)			(39,673	)			113,824				-35.6%				-13.2%
Total loans			2,434,385				(21,606	)			—				2,412,779				-0.9%				-0.9%
Deposits – Noninterest bearing checking			525,332				89,287				—				614,619				17.0%				17.0%
Deposits – Interest bearing checking			551,577				2,341				—				553,918				0.4%				0.4%
Deposits – Money market			554,731				21,629				—				576,360				3.9%				3.9%
Deposits – Savings			175,084				9,702				—				184,786				5.5%				5.5%
Deposits – Brokered			135,300				(76,766	)			—				58,534				-56.7%				-56.7%
Deposits – Internet time			2,216				(2,216	)			—				—				-100.0%				-100.0%
Deposits – Time>$100,000			421,255				(79,231	)			—				342,024				-18.8%				-18.8%
Deposits – Time<$100,000			389,084				(66,198	)			—				322,886				-17.0%				-17.0%
Total deposits		$	2,754,579				(101,452	)			—				2,653,127				-3.7%				-3.7%
January 1, 2015 to June 30, 2015
Loans – Non-covered		$	2,268,580				30,375				—				2,298,955				1.3%				1.3%
Loans – Covered			127,594				(13,770	)			—				113,824				-10.8%				-10.8%
Total loans		$	2,396,174				16,605				—				2,412,779				0.7%				0.7%
Deposits – Noninterest bearing checking		$	560,230				54,389				—				614,619				9.7%				9.7%
Deposits – Interest bearing checking			583,903				(29,985	)			—				553,918				-5.1%				-5.1%
Deposits – Money market			548,255				28,105				—				576,360				5.1%				5.1%
Deposits – Savings			180,317				4,469				—				184,786				2.5%				2.5%
Deposits – Brokered			88,375				(29,841	)			—				58,534				-33.8%				-33.8%
Deposits – Internet time			747				(747	)			—				—				-100.0%				-100.0%
Deposits – Time>$100,000			384,127				(42,103	)			—				342,024				-11.0%				-11.0%
Deposits – Time<$100,000			349,952				(27,066	)			—				322,886				-7.7%				-7.7%
Total deposits		$	2,695,906				(42,779	)			—				2,653,127				-1.6%				-1.6%

 

As derived from the table above, for the twelve months preceding June 30, 2015, our total loans decreased $22 million, or 0.9%. This decline was caused primarily by continued resolution of covered loans that were acquired in FDIC-assisted transactions, which is steadily declining as those loans pay down or are otherwise resolved. Internal non-covered loan growth was $2 million, or 0.1%, for the twelve months ended June 30, 2015. Lending levels have been impacted over the past year by intense competition, a relatively slow economic recovery in many of our market areas, as well as pressures from internal loan process changes implemented in mid-2014 designed to enhance loan quality. We continue to pursue lending opportunities in order to improve our asset yields and have introduced initiatives in 2015 to drive loan growth. For the first six months of 2015, we experienced internal growth in our non-covered loan portfolio of $30 million, or 1.3%. This increase was partially offset by a decline in our covered loans of $14 million.

 

The mix of our loan portfolio remains substantially the same at June 30, 2015 compared to December 31, 2014. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

 

Note 7 to the Consolidated Financial Statements presents additional detailed information regarding our mix of loans, including a break-out between loans covered by FDIC loss share agreements and non-covered loans. Additionally, the section above titled “FDIC Indemnification Asset” contains detail of our covered loans and foreclosed properties segregated by each of the three remaining loss share agreements.

 

For both the three and twelve month periods ended June 30, 2015, we experienced net declines in total deposits, with growth in transaction account balances (checking, money market, and savings) being more than offset by declines in time deposits. Time deposits are price sensitive, and with low levels of loan growth, we have not aggressively priced time deposits, and we have also elected not to renew maturing brokered deposits. Also, due to the low interest rates environment, some customers are shifting their funds from time deposits into transaction accounts at our company, which do not pay a materially lower interest rate, while being more liquid.

 

We obtained new borrowings of $60 million in the second quarter of 2015 from a low cost funding source in order to enhance our cash position and in anticipation of future loan growth. The average life of these new borrowings was approximately 2 years with a weighted average interest rate of 1.17%. Total borrowings at June 30, 2015 amounted to $176.4 million compared to $116.4 million a year earlier.

 

Nonperforming Assets

 

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

 

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

 

Nonperforming assets are summarized as follows:

 

ASSET QUALITY DATA ($ in thousands)		As of/for the quarter ended June 30, 2015				As of/for the quarter ended December 31, 2014				As of/for the quarter ended June 30, 2014
Non-covered nonperforming assets
Nonaccrual loans		$	44,123				50,066				47,533
Restructured loans – accruing			32,059				35,493				27,250
Accruing loans >90 days past due			—				—				—
Total non-covered nonperforming loans			76,182				85,559				74,783
Foreclosed real estate			9,954				9,771				9,346
Total non-covered nonperforming assets		$	86,136				95,330				84,129
Covered nonperforming assets (1)
Nonaccrual loans		$	7,378				10,508				20,938
Restructured loans – accruing			3,910				5,823				8,193
Accruing loans > 90 days past due			—				—				—
Total covered nonperforming loans			11,288				16,331				29,131
Foreclosed real estate			1,945				2,350				9,934
Total covered nonperforming assets		$	13,233				18,681				39,065
Total nonperforming assets		$	99,369				114,011				123,194
Asset Quality Ratios – All Assets
Net charge-offs to average loans - annualized			0.80%				0.82%				0.99%
Nonperforming loans to total loans			3.63%				4.25%				4.27%
Nonperforming assets to total assets			3.09%				3.54%				3.77%
Allowance for loan losses to total loans			1.33%				1.70%				1.88%
Allowance for loan losses to nonperforming loans			36.69%				39.87%				44.07%
Asset Quality Ratios – Based on Non-covered Assets only
Net charge-offs to average non-covered loans - annualized			0.81%				0.78%				0.69%
Non-covered nonperforming loans to non-covered loans			3.31%				3.77%				3.31%
Non-covered nonperforming assets to total non-covered assets			2.78%				3.09%				2.73%
Allowance for loan losses to non-covered loans			1.31%				1.69%				1.86%
Allowance for loan losses to non-covered nonperforming loans			39.58%				44.82%				56.12%

 

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

 

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

 

Consistent with the weak economy experienced in much of our market associated with the onset of the recession in 2008, we experienced higher levels of loan losses, delinquencies and nonperforming assets compared to our historical averages. While economic conditions have improved recently and our asset quality has steadily improved, we continue to have elevated levels of losses and nonperforming assets.

 

As noted in the table above, at June 30, 2015, total nonaccrual loans (covered and non-covered) amounted to $51.5 million, compared to $60.6 million at December 31, 2014 and $68.5 million at June 30, 2014. Non-covered nonaccrual loans were $44.1 million, $50.1 million, and $47.5 million at June 30, 2015, December 31, 2014 and June 30, 2014, respectively. Nonaccrual loans decreased during the first half of 2015 as we continue to focus on resolving our problem assets. The increase from June 30, 2014 to December 31, 2014 related to the transfer of covered nonaccrual loans to non-covered status, as discussed in the following paragraph.

 

As previously disclosed, on July 1, 2014, we transferred $9.7 million of covered nonaccrual loans, $2.1 million of covered accruing troubled debt restructurings, and $3.0 million of covered foreclosed real estate to non-covered status due to the scheduled expiration of one of our loss share agreements with the FDIC.

 

“Restructured loans – accruing”, or troubled debt restructurings (“TDRs”), are accruing loans for which we have granted concessions to the borrower as a result of the borrower’s financial difficulties. As seen in the table above “Asset Quality Data”, at June 30, 2015, total TDRs (covered and non-covered) amounted to $36.0 million, compared to $41.3 million at December 31, 2014 and $35.4 million at June 30, 2014.

 

Foreclosed real estate includes primarily foreclosed properties. Non-covered foreclosed real estate has not varied significantly over the past year, amounting to $10.0 million at June 30, 2015, $9.8 million at December 31, 2014, and $9.3 million at June 30, 2014.

 

At June 30, 2015, we also held $1.9 million in foreclosed real estate that is subject to the loss share agreements with the FDIC, which is a decline from $2.4 million at December 31, 2014 and $9.9 million at June 30, 2014. The decline is primarily due to increased property sales activity, particularly along the North Carolina coast, which is where most of our covered foreclosed properties are located.

 

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

 

($ in thousands)		At June 30, 2015				At December 31, 2014				At June 30, 2014
Commercial, financial, and agricultural		$	3,138				3,575				4,305
Real estate – construction, land development, and other land loans			7,172				10,079				15,466
Real estate – mortgage – residential (1-4 family) first mortgages			23,174				26,916				21,230
Real estate – mortgage – home equity loans/lines of credit			3,439				4,214				4,190
Real estate – mortgage – commercial and other			14,191				15,190				22,670
Installment loans to individuals			387				600				610
Total nonaccrual loans		$	51,501				60,574				68,471

 

The following segregates our nonaccrual loans at June 30, 2015 into covered and non-covered loans, as classified for regulatory purposes:

 

($ in thousands)		Covered Nonaccrual Loans				Non-covered Nonaccrual Loans				Total Nonaccrual Loans
Commercial, financial, and agricultural		$	34				3,104				3,138
Real estate – construction, land development, and other land loans			96				7,076				7,172
Real estate – mortgage – residential (1-4 family) first mortgages			4,569				18,605				23,174
Real estate – mortgage – home equity loans/lines of credit			447				2,992				3,439
Real estate – mortgage – commercial and other			2,232				11,959				14,191
Installment loans to individuals			—				387				387
Total nonaccrual loans		$	7,378				44,123				51,501

 

The following segregates our nonaccrual loans at December 31, 2014 into covered and non-covered loans, as classified for regulatory purposes:

 

($ in thousands)		Covered Nonaccrual Loans				Non-covered Nonaccrual Loans				Total Nonaccrual Loans
Commercial, financial, and agricultural		$	104				3,471				3,575
Real estate – construction, land development, and other land loans			1,140				8,939				10,079
Real estate – mortgage – residential (1-4 family) first mortgages			7,724				19,192				26,916
Real estate – mortgage – home equity loans/lines of credit			339				3,875				4,214
Real estate – mortgage – commercial and other			1,201				13,989				15,190
Installment loans to individuals			—				600				600
Total nonaccrual loans		$	10,508				50,066				60,574

 

The tables above indicate declines in most categories of nonaccrual loans. The decreases reflect stabilization in most of our market areas and our increased focus on the resolution of our nonperforming assets.

 

We believe that the fair values of the items of foreclosed real estate, less estimated costs to sell, equal or exceed their respective carrying values at the dates presented. The following table presents the detail of all of our foreclosed real estate at each period end (covered and non-covered):

 

($ in thousands)		At June 30, 2015				At December 31, 2014				At June 30, 2014
Vacant land		$	4,414				4,964				6,838
1-4 family residential properties			3,965				2,878				5,536
Commercial real estate			3,520				4,279				6,906
Total foreclosed real estate		$	11,899				12,121				19,280

 

The following segregates our foreclosed real estate at June 30, 2015 into covered and non-covered:

 

($ in thousands)		Covered Foreclosed Real Estate				Non-covered Foreclosed Real Estate				Total Foreclosed Real Estate
Vacant land		$	581				3,833				4,414
1-4 family residential properties			823				3,142				3,965
Commercial real estate			541				2,979				3,520
Total foreclosed real estate		$	1,945				9,954				11,899

 

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

 

($ in thousands)		Covered Foreclosed Real Estate				Non-covered Foreclosed Real Estate				Total Foreclosed Real Estate
Vacant land		$	639				4,325				4,964
1-4 family residential properties			866				2,012				2,878
Commercial real estate			845				3,434				4,279
Total foreclosed real estate		$	2,350				9,771				12,121

 

The following table presents geographical information regarding our nonperforming assets at June 30, 2015.

 

		As of June 30, 2015
($ in thousands)		Covered				Non-covered				Total				Total Loans				Nonperforming Loans to Total Loans
Nonaccrual loans and Troubled Debt Restructurings (1)
Eastern Region (NC)		$	7,402				17,406				24,808			$	610,000				4.1%
Triangle Region (NC)			—				22,614				22,614				718,000				3.1%
Triad Region (NC)			—				15,897				15,897				331,000				4.8%
Charlotte Region (NC)			—				1,642				1,642				92,000				1.8%
Southern Piedmont Region (NC)			152				6,869				7,021				260,000				2.7%
Western Region (NC)			3,703				1				3,704				71,000				5.2%
South Carolina Region			31				3,565				3,596				105,000				3.4%
Virginia Region			—				8,188				8,188				207,000				4.0%
Other			—				—				—				19,000				0.0%
Total nonaccrual loans and troubled debt restructurings		$	11,288				76,182				87,470			$	2,413,000				3.6%
Foreclosed Real Estate (1)
Eastern Region (NC)		$	1,101				1,832				2,933
Triangle Region (NC)			—				2,642				2,642
Triad Region (NC)			—				2,445				2,445
Charlotte Region (NC)			—				804				804
Southern Piedmont Region (NC)			—				1,139				1,139
Western Region (NC)			844				—				844
South Carolina Region			—				842				842
Virginia Region			—				250				250
Other			—				—				—
Total foreclosed real estate			1,945				9,954				11,899

 

(1)

The counties comprising each region are as follows:

Eastern North Carolina Region - New Hanover, Brunswick, Duplin, Dare, Beaufort, Pitt, Onslow, Carteret

Triangle North Carolina Region - Moore, Lee, Harnett, Chatham, Wake

Triad North Carolina Region - Montgomery, Randolph, Davidson, Rockingham, Guilford, Stanly

Charlotte North Carolina Region - Iredell, Cabarrus, Rowan

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

Western North Carolina Region - Buncombe

South Carolina Region - Chesterfield, Dillon, Florence

Virginia Region - Wythe, Washington, Montgomery, Roanoke

 

Summary of Loan Loss Experience

 

The allowance for loan losses is created by direct charges to operations (known as a “provision for loan losses” for the period in which the charge is taken). Losses on loans are charged against the allowance in the period in which such loans, in management’s opinion, become uncollectible. The recoveries realized during the period are credited to this allowance.

 

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

 

The weak economic environment since 2008 has resulted in elevated levels of classified and nonperforming assets, which has generally led to higher provisions for loan losses compared to historical averages. While we are seeing signs of a recovering economy in most of our market areas, the recovery seems to be lagging and is less robust than that of the national economy. Although we continue to have an elevated level of past due and adversely classified assets compared to historic averages, we believe the severity of the loss rate inherent in our current inventory of classified loans is less than in recent years.

 

Our total provision for loan losses was $0.8 million for the second quarter of 2015 compared to a provision for loan losses of $3.7 million in the second quarter of 2014. Our total provision for loan losses for the first six months of 2015 and 2014 was $0.7 million and $7.2 million, respectively. The total provision for loan losses is comprised of provisions for loan losses for non-covered loans and provisions for loan losses for covered loans, as discussed in the following paragraphs.

 

The provision for loan losses on non-covered loans amounted to $1.0 million and $1.2 million in the second quarters of 2015 and 2014, respectively, and $1.1 million and $4.5 million for the first half of 2015 and 2014, respectively. The lower provision in 2015 was primarily the result of improved credit quality trends and generally improving economic trends, as discussed in the following paragraph.

 

Non-covered loan growth for the first six months of 2015 was $30 million compared to $5 million for the first six months of 2014, which resulted in a larger incremental provision for the loan losses attributable to loan growth. However, offsetting this larger incremental provision were favorable trends in our asset quality. As shown in a table within Note 7 to the Consolidated Financial Statements, our total non-covered classified and nonaccrual loans decreased from $125 million at December 31, 2014 to $109 million at June 30, 2015. Additionally, our allowance for loan loss model utilizes the net charge-offs experienced in the most recent years as a significant component of estimating the current allowance for loan losses that is necessary. Thus, older years (and parts thereof) systematically age out and are excluded from the analysis as time goes on. Periods of high net charge-offs we experienced during the peak of the recession are now dropping out of the analysis and being replaced by the more modest levels of net charge-offs now being experienced. The second quarter of 2015 marked our tenth consecutive quarter of annualized net charge-offs related to non-covered loans being less than 1.00%, whereas at the peak of the recession that ratio was frequently over 1.00%. In the near term, we expect that net charge-offs experienced in the next few quarters will continue to be less than those experienced in the recessionary periods that are dropping out of the analysis, and for that reason we expect our resulting provisions for loan losses to be positively impacted.

 

We recorded negative provisions for loan losses on covered loans (reduction of the allowance for loan losses) of $0.2 million and $0.4 million during the three and six months ended June 30, 2015, respectively, compared to $2.5 million and $2.7 million in the same periods of 2014. The negative provisions in 2015 primarily resulted from lower levels of covered nonperforming loans, declining levels of total covered loans and minimal net loan charge-offs.

 

For the first six months of 2015, we recorded $9.2 million in net charge-offs, compared to $9.9 million for the comparable period of 2014. The net charge-offs in 2015 included $0.1 million of net covered loan recoveries and $9.3 million of net non-covered loan charge-offs, whereas in 2014 net charge-offs included $3.1 million in net charge-offs of covered loans and $6.8 million in net charge-offs of non-covered loans. The covered loan net charge-offs in 2014 also include a recovery of $1.9 million that was recorded in the first quarter of 2014.

 

The allowance for loan losses amounted to $32.0 million at June 30, 2015, compared to $40.6 million at December 31, 2014 and $45.8 million at June 30, 2014. The allowance for loan losses for non-covered loans was $30.2 million, $38.3 million, and $42.0 million at June 30, 2015, December 31, 2014, and June 30, 2014 respectively. The ratio of our allowance for non-covered loans to total non-covered loans has declined from 1.86% at June 30, 2014 to 1.31% at June 30, 2015 as a result of the factors discussed above that impacted our provision for loan losses on non-covered loans.

 

At June 30, 2015, December 31, 2014, and June 30, 2014, the allowance for loan losses attributable to covered loans was $1.9 million, $2.3 million, and $3.8 million, respectively. The decline from June 30, 2014 to December 31, 2014 was primarily due to the July 1, 2014 transfer of $1.7 million in allowance for loan losses from covered status to non-covered status in connection with the expiration of one of our loss sharing agreements on June 30, 2014, as discussed above.

 

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

 

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

 

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

 

 

($ in thousands)		Six Months Ended June 30,				Twelve Months Ended December 31,				Six Months Ended June 30,
		2015				2014				2014
Loans outstanding at end of period		$	2,412,779				2,396,174				2,434,385
Average amount of loans outstanding		$	2,390,403				2,434,331				2,448,866
Allowance for loan losses, at beginning of year		$	40,626				48,505				48,505
Provision for loan losses			677				10,195				7,234
			41,303				58,700				55,739
Loans charged off:
Commercial, financial, and agricultural			(2,412	)			(5,179	)			(3,566	)
Real estate – construction, land development & other land loans			(2,554	)			(6,071	)			(4,791	)
Real estate – mortgage – residential (1-4 family) first mortgages			(2,375	)			(4,050	)			(1,886	)
Real estate – mortgage – home equity loans / lines of credit			(638	)			(1,607	)			(753	)
Real estate – mortgage – commercial and other			(2,321	)			(4,405	)			(1,432	)
Installment loans to individuals			(1,578	)			(1,924	)			(964	)
Total charge-offs			(11,878	)			(23,236	)			(13,392	)
Recoveries of loans previously charged-off:
Commercial, financial, and agricultural			365				149				50
Real estate – construction, land development & other land loans			1,108				3,363				2,535
Real estate – mortgage – residential (1-4 family) first mortgages			351				646				314
Real estate – mortgage – home equity loans / lines of credit			67				100				30
Real estate – mortgage – commercial and other			578				446				286
Installment loans to individuals			196				458				234
Total recoveries			2,665				5,162				3,449
Net charge-offs			(9,213	)			(18,074	)			(9,943	)
Allowance for loan losses, at end of period		$	32,090				40,626				45,796
Ratios:
Net charge-offs as a percent of average loans (annualized)			0.78%				0.74%				0.82%
Allowance for loan losses as a percent of loans at end of  period			1.33%				1.70%				1.88%

 

The following table discloses the activity in the allowance for loan losses for the six months ended June 30, 2015, segregated into covered and non-covered.

 

		As of June 30, 2015
($ in thousands)		Covered				Non-covered				Total
Loans outstanding at end of period		$	113,824				2,298,955				2,412,779
Average amount of loans outstanding		$	120,416				2,269,987				2,390,403
Allowance for loan losses, at beginning of year		$	2,281				38,345				40,626
Provision (reversal) for loan losses			(428	)			1,105				677
			1,853				39,450				41,303
Loans charged off:
Commercial, financial, and agricultural			(111	)			(2,301	)			(2,412	)
Real estate – construction, land development & other land loans			(523	)			(2,031	)			(2,554	)
Real estate – mortgage – residential (1-4 family) first mortgages			(141	)			(2,234	)			(2,375	)
Real estate – mortgage – home equity loans / lines of credit			(41	)			(597	)			(638	)
Real estate – mortgage – commercial and other			(300	)			(2,021	)			(2,321	)
Installment loans to individuals			—				(1,578	)			(1,578	)
Total charge-offs			(1,116	)			(10,762	)			(11,878	)
Recoveries of loans previously charged-off:
Commercial, financial, and agricultural			22				343				365
Real estate – construction, land development & other land loans			790				318				1,108
Real estate – mortgage – residential (1-4 family) first mortgages			192				159				351
Real estate – mortgage – home equity loans / lines of credit			9				58				67
Real estate – mortgage – commercial and other			183				395				578
Installment loans to individuals			2				194				196
Total recoveries			1,198				1,467				2,665
Net (charge-offs)/recoveries			82				(9,295	)			(9,213	)
Allowance for loan losses, at end of period		$	1,935				30,155				32,090

 

The following table discloses the activity in the allowance for loan losses for the six months ended June 30, 2014, segregated into covered and non-covered.

 

		Six Months Ended June 30, 2014
($ in thousands)		Covered				Non-covered				Total
Loans outstanding at end of period		$	176,855				2,257,530				2,434,385
Average amount of loans outstanding		$	192,572				2,256,294				2,448,866
Allowance for loan losses, at beginning of year		$	4,242				44,263				48,505
Provision for loan losses			2,711				4,523				7,234
			6,953				48,786				55,739
Loans charged off:
Commercial, financial, and agricultural			(1,086	)			(2,480	)			(3,566	)
Real estate – construction, land development & other land loans			(3,520	)			(1,271	)			(4,791	)
Real estate – mortgage – residential (1-4 family) first mortgages			(558	)			(1,328	)			(1,886	)
Real estate – mortgage – home equity loans / lines of credit			(74	)			(679	)			(753	)
Real estate – mortgage – commercial and other			(430	)			(1,002	)			(1,432	)
Installment loans to individuals			(2	)			(962	)			(964	)
Total charge-offs			(5,670	)			(7,722	)			(13,392	)
Recoveries of loans previously charged-off:
Commercial, financial, and agricultural			2				48				50
Real estate – construction, land development & other land loans			2,213				322				2,535
Real estate – mortgage – residential (1-4 family) first mortgages			184				130				314
Real estate – mortgage – home equity loans / lines of credit			—				30				30
Real estate – mortgage – commercial and other			148				138				286
Installment loans to individuals			—				234				234
Total recoveries			2,547				902				3,449
Net charge-offs			(3,123	)			(6,820	)			(9,943	)
Allowance for loan losses, at end of period		$	3,830				41,966				45,796

 

Based on the results of our loan analysis and grading program and our evaluation of the allowance for loan losses at June 30, 2015, there have been no material changes to the allocation of the allowance for loan losses among the various categories of loans since December 31, 2014.

Liquidity, Commitments, and Contingencies

 

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

 

In addition to internally generated liquidity sources, we have the ability to obtain borrowings from the following four sources - 1) an approximately $562 million line of credit with the FHLB (of which $130 million was outstanding at June 30, 2015), 2) a $50 million overnight federal funds line of credit with a correspondent bank (of which none was outstanding at June 30, 2015), 3) a $35 million federal funds line of credit with a correspondent bank (of which none was outstanding at June 30, 2015), and 4) an approximately $92 million line of credit through the Federal Reserve Bank of Richmond’s discount window (of which none was outstanding at June 30, 2015). In addition to the outstanding borrowings from the FHLB that reduce the available borrowing capacity of that line of credit, our borrowing capacity was reduced by $193 million at both June 30, 2015 and June 30, 2014 as a result of our pledging letters of credit for public deposits at each of those dates. Unused and available lines of credit amounted to $416 million at June 30, 2015 compared to $288 million at December 31, 2014.

 

Our overall liquidity has remained relatively stable since June 30, 2014. Our liquid assets (cash and securities) as a percentage of our total deposits and borrowings were 20.2% at June 30, 2014, 21.2% at December 31, 2014 and 19.7% at June 30, 2015.

 

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

 

The amount and timing of our contractual obligations and commercial commitments has not changed materially since December 31, 2014, detail of which is presented in Table 18 on page 88 of our 2014 Annual Report on Form 10-K.

 

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

 

Off-Balance Sheet Arrangements and Derivative Financial Instruments

 

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

 

Derivative financial instruments include futures, forwards, interest rate swaps, options contracts, and other financial instruments with similar characteristics. We have not engaged in significant derivative activities through June 30, 2015, and have no current plans to do so.

 

Capital Resources

 

We are regulated by the Board of Governors of the Federal Reserve System (the “FED”) and are subject to the securities registration and public reporting regulations of the SEC. Our banking subsidiary is regulated by the North Carolina Office of the Commissioner of Banks and until April 22, 2015, our bank subsidiary was also regulated by the Federal Deposit Insurance Corporation (“FDIC”). Effective April 22, 2015, our bank subsidiary became a member of the FED, and therefore, the Federal Reserve Bank replaced the FDIC as our bank’s primary federal regulator. We are not aware of any recommendations of regulatory authorities or otherwise which, if they were to be implemented, would have a material effect on our liquidity, capital resources, or operations.

 

We must comply with regulatory capital requirements established by the FED. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

The FED has approved the final rules implementing the Basel Committee on Banking Supervision capital guidelines, referred to a “Basel III.” The final rules established a new “Common Equity Tier 1” ratio; new higher capital ratio requirements, including a capital conservation buffer; narrowed the definitions of capital; imposed new operating restrictions on banking organizations with insufficient capital buffers; and increased the risk weighting of certain assets. The final rules became effective January 1, 2015 for the Company. The capital conservation buffer requirement will be phased in beginning January 1, 2016, at 0.625% of risk weighted assets, increasing each year until fully implemented at 2.5% in January 1, 2019.

 

The capital standards require us to maintain minimum ratios of “Common Equity Tier 1” capital to total risk-weighted assets, “Tier 1” capital to total risk-weighted assets, and total capital to risk-weighted assets of 4.50%, 6.00% and 8.00%, respectively. Common Equity Tier 1 capital in comprised of common stock and related surplus, plus retained earnings, and is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities. Tier 1 capital is comprised of Common Equity Tier 1 capital plus Additional Tier 1 Capital, which for the Company includes non-cumulative perpetual preferred stock and trust preferred securities. Total capital is comprised of Tier 1 capital plus certain adjustments, the largest of which is our allowance for loan losses. Risk-weighted assets refer to our on- and off-balance sheet exposures, adjusted for their related risk levels using formulas set forth in FED and FDIC regulations.

 

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

 

At June 30, 2015, our capital ratios exceeded the regulatory minimum ratios discussed above. The following table presents our capital ratios and the regulatory minimums discussed above for the periods indicated.

 

		June 30, 2015				December 31, 2014				June 30, 2014
		(Based on Basel III)				(Pre-Basel III)				(Pre-Basel III)
Risk-based capital ratios:
Common Equity Tier 1 to Tier 1 risk weighted assets			11.38%				n/a				n/a
Minimum required Common Equity Tier 1 capital			4.50%				n/a				n/a
Tier I capital to Tier 1 risk weighted assets			14.89%				16.35%				15.88%
Minimum required Tier 1 capital			6.00%				4.00%				4.00%
Total risk-based capital to Tier II risk weighted assets			16.14%				17.60%				17.14%
Minimum required total risk-based capital			8.00%				8.00%				8.00%
Leverage capital ratios:
Tier 1 capital to quarterly average total assets			11.29%				11.61%				11.15%
Minimum required Tier 1 leverage capital			4.00%				4.00%				4.00%

 

Our bank subsidiary is also subject to capital requirements similar to those discussed above. The bank subsidiary’s capital ratios do not vary materially from our capital ratios presented above. At June 30, 2015, our bank subsidiary exceeded the minimum ratios established by the regulatory authorities.

 

In the table above, the declines in our capital ratios at June 30, 2015 are as a result of the Company redeeming $32 million in Series B Preferred Stock in June 2015. See Note 14 to the Consolidated Financial Statements for additional discussion.

In addition to regulatory capital ratios, we also closely monitor our ratio of tangible common equity to tangible assets (“TCE Ratio”). Our TCE ratio was 8.24% at June 30, 2015 compared to 7.90% at December 31, 2014 and 7.57% at June 30, 2014.

 

BUSINESS DEVELOPMENT MATTERS

 

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

 

·

On June 16, 2015, the Company announced a quarterly cash dividend of $0.08 per share payable on July 24, 2015 to shareholders of record on June 30, 2015. This is the same dividend rate as the Company declared in the second quarter of 2014.

 

·

On May 18, 2015, the Company opened a new branch facility at 4110 Western Boulevard, Jacksonville, North Carolina. The First Bank branch located at 400 Western Boulevard in Jacksonville was closed and the accounts serviced at that branch were reassigned to the new and improved branch.

 

SHARE REPURCHASES

 

We did not repurchase any shares of our common stock during the first six months of 2015. At June 30, 2015, we had approximately 214,000 shares available for repurchase under existing authority from our board of directors. We may repurchase these shares in open market and privately negotiated transactions, as market conditions and our liquidity warrants, subject to compliance with applicable regulations. See also Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds.”

 

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Net interest income is our most significant component of earnings. Notwithstanding changes in volumes of loans and deposits, our level of net interest income is continually at risk due to the effect that changes in general market interest rate trends have on interest yields earned and paid with respect to our various categories of earning assets and interest-bearing liabilities. It is our policy to maintain portfolios of earning assets and interest-bearing liabilities with maturities and repricing opportunities that will afford protection, to the extent practical, against wide interest rate fluctuations. Our exposure to interest rate risk is analyzed on a regular basis by management using standard GAP reports, maturity reports, and an asset/liability software model that simulates future levels of interest income and expense based on current interest rates, expected future interest rates, and various intervals of “shock” interest rates. Over the years, we have been able to maintain a fairly consistent yield on average earning assets (net interest margin). Over the past five calendar years, our net interest margin has ranged from a low of 4.39% (realized in 2010) to a high of 4.92% (realized in 2013). During that five year period, the prime rate of interest has consistently remained at 3.25% (which was the rate as of June 30, 2015). The consistency of the net interest margin is aided by the relatively low level of long-term interest rate exposure that we maintain. At June 30, 2015, approximately 76% of our interest-earning assets are subject to repricing within five years (because they are either adjustable rate assets or they are fixed rate assets that mature) and substantially all of our interest-bearing liabilities reprice within five years.

 

Using stated maturities for all fixed rate instruments except mortgage-backed securities (which are allocated in the periods of their expected payback) and securities and borrowings with call features that are expected to be called (which are shown in the period of their expected call), at June 30, 2015, we had approximately $897 million more in interest-bearing liabilities that are subject to interest rate changes within one year than earning assets. This generally would indicate that net interest income would experience downward pressure in a rising interest rate environment and would benefit from a declining interest rate environment. However, this method of analyzing interest sensitivity only measures the magnitude of the timing differences and does not address earnings, market value, or management actions. Also, interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. In addition to the effects of “when” various rate-sensitive products reprice, market rate changes may not result in uniform changes in rates among all products. For example, included in interest-bearing liabilities subject to interest rate changes within one year at June 30, 2015 are deposits totaling $1.3 billion comprised of checking, savings, and certain types of money market deposits with interest rates set by management. These types of deposits historically have not repriced with, or in the same proportion, as general market indicators.

 

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

 

The general discussion in the foregoing paragraph applies most directly in a “normal” interest rate environment in which longer-term maturity instruments carry higher interest rates than short-term maturity instruments, and is less applicable in periods in which there is a “flat” interest rate curve. A “flat yield curve” means that short-term interest rates are substantially the same as long-term interest rates. As a result of the prolonged fragile economic environment that continued into 2014, the Federal Reserve took steps to suppress long-term interest rates in an effort to boost the housing market, increase employment, and stimulate the economy, which resulted in a flat interest rate curve. A flat interest rate curve is an unfavorable interest rate environment for many banks, including the Company, as short-term interest rates generally drive our deposit pricing and longer-term interest rates generally drive loan pricing. When these rates converge, the profit spread we realize between loan yields and deposit rates narrows, which pressures our net interest margin.

 

While there have been periods in the last few years that the yield curve has steepened somewhat, it currently remains relatively flat. This flat yield curve and the intense competition for high-quality loans in our market areas have limited our ability to charge higher rates on loans, and thus we continue to experience downward pressure on our loan yields and net interest margin.

 

As it relates to deposits, the Federal Reserve has made no changes to the short term interest rates it sets directly since 2008, and since that time we have been able to reprice many of our maturing time deposits at lower interest rates. We were also able to generally decrease the rates we paid on other categories of deposits as a result of declining short-term interest rates in the marketplace and an increase in liquidity that lessened our need to offer premium interest rates. However, as short-term rates are already near zero, it is unlikely that we will be able to continue the trend of reducing our funding costs in the same proportion as experienced in recent years.

 

As previously discussed in the section “Net Interest Income,” our net interest income has been impacted by certain purchase accounting adjustments related primarily to our acquisitions of Cooperative Bank and The Bank of Asheville. The purchase accounting adjustments related to the premium amortization on loans, deposits and borrowings are based on amortization schedules and are thus systematic and predictable. The accretion of the loan discount on loans acquired from Cooperative Bank and The Bank of Asheville, which amounted to $1.1 million and $4.9 million for the second quarters of 2015 and 2014, respectively, and $2.7 million and $11.3 million for the first six months of 2015 and 2014, respectively, is less predictable and could be materially different among periods. This is because of the magnitude of the discounts that were initially recorded ($280 million in total) and the fact that the accretion being recorded is dependent on both the credit quality of the acquired loans and the impact of any accelerated loan repayments, including payoffs. If the credit quality of the loans declines, some, or all, of the remaining discount will cease to be accreted into income. If the underlying loans experience accelerated paydowns or improved performance expectations, the remaining discount will be accreted into income on an accelerated basis. In the event of total payoff, the remaining discount will be entirely accreted into income in the period of the payoff. Each of these factors is difficult to predict and susceptible to volatility. However, with the remaining loan discount on accruing loans having naturally declined since inception, amounting to $15.1 million at June 30, 2015, we expect that loan discount accretion, and the related indemnification asset expense associated with the accretion, will continue to decline in 2015. If that occurs, our net interest margin will be negatively impacted and our noninterest income will be positively impacted (due to the lower indemnification asset expense).

 

Based on our most recent interest rate modeling, which assumes no changes in interest rates for 2015 (federal funds rate = 0.25%, prime = 3.25%), we project that our net interest margin for the remainder of 2015 will experience some compression. We expect loan yields to continue to trend downwards, while many of our deposit products already have interest rates near zero.

 

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

 

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

 

Item 4 – Controls and Procedures

 

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

 

Part II. Other Information

 

Item 1 – Legal Proceedings

 

Various legal proceedings may arise in the ordinary course of business and may be pending or threatened against the Company and its subsidiaries.  However, neither the Company nor any of its subsidiaries is currently involved in any pending legal proceedings that management believes are material to the Company or its consolidated financial position.  If an exposure were to be identified, it is the Company’s policy to establish and accrue appropriate reserves during the accounting period in which a loss is deemed to be probable and the amount is determinable.

 

As previously disclosed, in November 2014, we received a “Wells Notice” letter from the SEC relating to an investigation into our alleged failure to disclose certain related party transactions between the Company and certain of our officers and/or directors or their immediate family members during the period from 2009 through 2011. After receiving the notice, we cooperated with the SEC and pursued negotiations with them in an attempt to resolve the matters at issue. On June 1, 2015, the matters were resolved, with the SEC issuing a cease and desist order against the Company and two former executive officers of the Company. In the order, the SEC concluded the following: 1) we violated related party transaction disclosure requirements, 2) we did not maintain effective disclosure controls and procedures, and 3) we did not maintain a system of internal accounting controls sufficient to provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles. The order included a requirement that we not commit any future similar violations and imposed a $275,000 civil money penalty on the Company. The full order is available at the SEC’s website – www.sec.gov.

 

At December 31, 2014, there were $1.2 million in loss share agreement claims related to two loans that the FDIC denied because they disagreed with the collection strategy that we undertook. As discussed in Note 9 to the Consolidated Financial Statements, a negotiated agreement was reached with the FDIC during the three months ended June 30, 2015 in which the FDIC will pay $0.8 million of the disputed claims and one of the loans being removed from the loss share agreement, which will result in the Company keeping 100% of any future recoveries. As a result of this agreement, we wrote-off $0.4 million of our FDIC loss share receivable during the three months ended June 30, 2015.

 

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

 

Issuer Purchases of Equity Securities
Period		Total Number of Shares Purchased (2)				Average Price Paid per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)				Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)
April 1, 2015 to April 30, 2015		—				—				—				214,241
May 1, 2015 to May 31, 2015			—				—				—				214,241
June 1, 2015 to June 30, 2015			—				—				—				214,241
Total			—				—				—				214,241

 

Footnotes to the Above Table

(1)

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

 

(2)

The table above does not include shares that were used by option holders to satisfy the exercise price of the call options issued by the Company to its employees and directors pursuant to the Company’s stock option plans. There were no such exercises during the three months ended June 30, 2015.

 

There were no unregistered sales of our securities during the three months ended June 30, 2015.

 

Item 6 - Exhibits

 

The following exhibits are filed with this report or, as noted, are incorporated by reference. Except as noted below the exhibits identified have SEC File No. 000-15572. Management contracts, compensatory plans and arrangements are marked with an asterisk (*).

 

3.a

Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1.b to the Company’s Registration Statement on Form S-3D filed on June 29, 2010 (Commission File No. 333-167856), and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 26, 2012, and are incorporated herein by reference.

 

3.b

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

 

4.a

Form of Common Stock Certificate was filed as Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, and is incorporated herein by reference.

 

4.b

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

 

4.c

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

 

12

Computation of Ratio of Earnings to Fixed Charges.

31.1

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

 

31.2

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

 

32.1

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

 

32.2

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

 

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.

 

 

 

Copies of exhibits are available upon written request to: First Bancorp, Elizabeth B. Bostian, Secretary, 300 SW Broad Street, Southern Pines, North Carolina, 28387

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

		FIRST BANCORP
	August 10, 2015	BY:/s/ Richard H. Moore
		Richard H. Moore
		President
		(Principal Executive Officer),
		Treasurer and Director
	August 10, 2015	BY:/s/ Eric P. Credle
		Eric P. Credle
		Executive Vice President
		and Chief Financial Officer