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EX-32 - EXHIBIT 32 - SOUTHCOAST FINANCIAL CORPex32.htm
EX-31.1 - EXHIBIT 31.1 - SOUTHCOAST FINANCIAL CORPex31-1.htm
EX-31.2 - EXHIBIT 31.2 - SOUTHCOAST FINANCIAL CORPex31-2.htm
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended June 30, 2012

OR
 
o    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________to_________

Commission File No.
0-25933

SOUTHCOAST FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

South Carolina
 
57-1079460
(State or other jurisdiction
 
(I.R.S. Employer
of incorporation or organization)
 
Identification No.)

530 Johnnie Dodds Boulevard
Mt. Pleasant, South Carolina 29464
(Address of principal executive offices)

843-884-0504
(Registrant's telephone number, including area code)
________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   YES   [ X]     NO  [    ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a 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.

Large accelerated filer  [   ]
 
Accelerated filer   [   ]
Non-accelerated filer  [   ] (Do not check if a smaller reporting company)
 
Smaller reporting company  [ X ]

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

 State the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

5,336,446 shares of common stock, no par value, as of July 31, 2012
 
 
 

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
INDEX
 
  Page No.
PART I - FINANCIAL INFORMATION
 
     
Item 1.
Financial Statements (Unaudited)
 
     
Condensed Consolidated Balance Sheets – June 30, 2012 and December 31, 2011
2
     
Condensed Consolidated Statements of Operations – Six months ended June 30, 2012 and 2011
3
     
Condensed Consolidated Statements of Operations – Three months ended June 30, 2012 and 2011
4
     
Condensed Consolidated Statements of Comprehensive Income (Loss) – Six months ended June 30, 2012 and 2011
5
     
Condensed Consolidated Statements of Comprehensive Income (Loss) – Three months ended June 30, 2012 and 2011
5
     
Condensed Consolidated Statements of Changes in Shareholders' Equity – Six months ended June 30, 2012 and 2011
6
     
Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 2012 and 2011
7
     
Notes to Condensed Consolidated Financial Statements
8-33
     
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
34-44
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
45
     
Item 4.
Controls and Procedures
45
     
PART II - OTHER INFORMATION
 
     
Item 5.
Exhibits
46
     
Signatures
 
46
     
Exhibit Index
47
 
 
 
 

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Condensed Consolidated Balance Sheets

PART I - FINANCIAL INFORMATION
 
Item 1 - Financial Statements
 
(Dollars in thousands)
   
June 30,
2012
   
December 31,
2011
 
   
(Unaudited)
       
             
             
Assets
           
Cash and cash equivalents:
           
Cash and due from banks
  $ 18,537     $ 18,037  
Federal funds sold
    2,180       -  
Total cash and cash equivalents
    20,717       18,037  
Investment securities
               
Available for sale
    51,584       48,958  
Federal Home Loan Bank Stock, at cost
    3,118       3,487  
Loans held for sale
    378       995  
Loans, net of allowance of $8,631 and $10,691
    315,858       309,048  
Premises and equipment, net
    21,943       21,977  
Other real estate owned, net
    9,904       9,323  
Company owned life insurance
    12,120       11,922  
Other assets
    3,246       3,774  
Total assets
  $ 438,868     $ 427,521  
                 
Liabilities
               
Deposits
               
Noninterest-bearing
  $ 46,503     $ 34,120  
Interest-bearing
    291,974       282,027  
Total deposits
    338,477       316,147  
Federal funds purchased
    -       3,588  
Securities sold under agreements to repurchase
    2,138       3,262  
Federal Home Loan Bank Borrowings
    52,000       60,000  
Junior subordinated debentures
    10,310       10,310  
Other liabilities
    3,443       3,402  
Total liabilities
    406,368       396,709  
Shareholders’ Equity
               
Common stock (no par value; 20,000,000 shares authorized; 5,326,577 shares issued and outstanding at June 30, 2012 and 5,306,488 at December 31, 2011)
    54,413       54,382  
Accumulated deficit
    (20,774 )     (22,520 )
Accumulated other comprehensive loss
    (1,139 )     (1,050 )
Total shareholders’ equity
    32,500       30,812  
Total liabilities and shareholders’ equity
  $ 438,868     $ 427,521  

See Notes to Condensed Consolidated Financial Statements
 
 
2

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands)
   
For the Six Months Ended
 
   
June 30,
 
   
2012
   
2011
 
Interest income
           
Loans, including fees
  $ 8,377     $ 8,965  
Taxable securities
    529       852  
Tax exempt securities
    122       246  
Cash and federal funds sold
    16       17  
Total interest income
    9,044       10,080  
Interest expense
               
Deposits and borrowings
    2,563       3,512  
Net interest income
    6,481       6,568  
Provision for loan losses
    430       3,643  
Net interest income after provision for loan losses
    6,051       2,925  
Noninterest income
               
Service fees on deposit accounts
    779       683  
Gain on sales of available for sale securities
    215       675  
Gain on sales of premises and equipment
    124       -  
Company owned life insurance earnings
    197       202  
Other-than-temporary impairment on available for sale securities
    -       (176 )
Other
    216       271  
Total noninterest income
    1,531       1,655  
Noninterest expenses
               
Salaries and employment benefits
    3,231       3,379  
Occupancy
    727       604  
Furniture and equipment
    749       794  
Software
    130       177  
Insurance
    398       457  
Professional fees
    458       475  
Telephone, postage, and supplies
    163       175  
Gain on sale of other real estate owned
    (964 )     (399 )
Other real estate owned rental income, impairment provision, and other expenses
    370       2,251  
Other operating expenses
    535       562  
Total noninterest expenses
    5,797       8,475  
Income (loss) before income taxes
    1,785       (3,895 )
                 
Income tax expense
    39       4,812  
                 
Net income (loss)
  $ 1,746     $ (8,707 )
                 
Basic net income (loss) per common share
  $ 0.33     $ (1.65 )
Diluted net income (loss) per common share
  $ 0.33     $ (1.65 )
Weighted average shares outstanding
               
Basic
    5,321,578       5,275,558  
Diluted
    5,321,578       5,275,558  

See Notes to Condensed Consolidated Financial Statements
 
 
3

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Condensed Consolidated Statements of Operations
(Unaudited)
(Dollars in thousands)
   
For the Three Months Ended
 
   
June 30,
 
   
2012
   
2011
 
Interest income
           
Loans, including fees
  $ 4,222     $ 4,474  
Taxable securities
    292       462  
Tax exempt securities
    55       123  
Cash and federal funds sold
    10       11  
Total interest income
    4,579       5,070  
Interest expense
               
Deposits and borrowings
    1,275       1,735  
Net interest income
    3,304       3,335  
Provision for loan losses
    330       2,493  
Net interest income after provision for loan losses
    2,974       842  
Noninterest income
               
Service fees on deposit accounts
    401       349  
Gain on sales of available for sale securities
    - -       797  
Company owned life insurance earnings
    98       104  
Other
    126       63  
Total noninterest income
    625       1,313  
Noninterest expenses
               
Salaries and employment benefits
    1,635       1,679  
Occupancy
    370       313  
Furniture and equipment
    371       429  
Software
    66       90  
Insurance
    196       187  
Professional fees
    227       218  
Telephone, postage, and supplies
    81       88  
Gain on sale of other real estate owned
    (228 )     (397 )
Other real estate owned rental income, impairment provision, and other expenses
    145       2,131  
Other operating expenses
    282       309  
Total noninterest expenses
    3,145       5,047  
Income (loss) before income taxes
    454       (2,892 )
Income tax expense (benefit)
    (49 )     5,236  
Net income (loss)
  $ 503     $ (8,128 )
Basic net income (loss) per common share
  $ 0.09     $ (1.54 )
Diluted net income (loss) per common share
  $ 0.09     $ (1.54 )
Weighted average shares outstanding
               
Basic
    5,326,577       5,280,925  
Diluted
    5,326,577       5,280,925  

See Notes to Condensed Consolidated Financial Statements
 
 
4

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Condensed Consolidated Statements of Comprehensive Income (Loss)
(Unaudited)
(Dollars in thousands)
   
For the Six Months Ended
June 30,
 
   
2012
   
2011
 
Net income (loss)
  $ 1,746     $ (8,707 )
                 
Other comprehensive income (loss):
               
Unrealized gains/losses on securities:
               
Unrealized holding gains arising during the period
    76       2,334  
Reclassification adjustment for gains included in net income
    (215 )     (819 )
Tax effect
    50       (545 )
                 
Total other comprehensive income (loss)
    (89 )     970  
                 
Comprehensive income (loss)
  $ 1,657     $ (7,737 )

 
   
For the Three Months Ended
June 30,
 
   
2012
   
2011
 
Net income (loss)
  $ 503     $ (8,128 )
                 
Other comprehensive income:
               
Unrealized gains/losses on securities:
               
Unrealized holding gains arising during the period
    272       1,128  
Reclassification adjustment for gains included in net income
    -       (797 )
Tax effect
    (98 )     (112 )
                 
Total other comprehensive income
    174       219  
                 
Comprehensive income (loss)
  $ 677     $ (7,909 )

See Notes to Condensed Consolidated Financial Statements
 
 
5

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Condensed Consolidated Statements of Changes in Shareholders' Equity
For the six months ended June 30, 2012 and 2011
(Unaudited)
(Dollars in thousands)
   
Common Stock
   
Accumulated
   
Accumulated
Other
Comprehensive
       
    Shares     Amount    
Deficit
    Loss    
Total
 
                               
Balance, January 1, 2011
    4,780,822     $ 54,258     $ (6,040 )   $ (2,440 )   $ 45,778  
                                         
Net loss for the period
                    (8,707 )             (8,707 )
                                         
Other comprehensive income
                                       
Unrealized holding gains on securities available for sale net of taxes of $840
                            1,494       1,494  
                                         
Less reclassification adjustment for gains included in net income, net of taxes of $295
                            (524 )     (524 )
                                         
Comprehensive loss
                                    (7,737 )
Stock dividend (10%)
    480,156               -               -  
                                         
Employee stock purchase plan
    19,947       65       . -       -       65  
                                         
Balance, June 30, 2011
    5,280,925     $ 54,323     $ (14,747 )   $ (1,470 )   $ 38,106  
                                         
Balance, January 1, 2012
    5,306,488     $ 54,382     $ (22,520 )   $ (1,050 )   $ 30,812  
                                         
Net income for the period
                    1,746               1,746  
                                         
Other comprehensive loss
                                       
                                         
Unrealized holding gains on securities available for sale net of taxes of $27
                            49       49  
                                         
Less reclassification adjustment for gains and losses included in net income, net of taxes of $77
                            (138 )     (138 )
                                         
Comprehensive income
                                    1,657  
                                         
Employee stock purchase plan
    20,089       31       . -       -       31  
                                         
Balance, June 30, 2012
    5,326,577     $ 54,413     $ (20,774 )   $ (1,139 )   $ 32,500  

See Notes to Condensed Consolidated Financial Statements
 
 
6

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
   
For the Six Months Ended
June 30,
 
   
2012
   
2011
 
Operating activities
           
Net income (loss)
  $ 1,746     $ (8,707 )
Adjustments to reconcile net income (loss) to net cash provided by operating activities
               
Decrease in deferred income taxes
    -       4,806  
Provision for loan losses
    430       3,643  
Depreciation and amortization
    449       507  
Discount accretion and premium amortization
    199       164  
Gain on sale of securities
    (215 )     (819 )
Gain on sale of premises and equipment
    (124 )     -  
Other-than-temporary impairment on available for sale securities
    -       176  
Gain on sale of other real estate owned
    (964 )     (399 )
Deferred gain on sale of other real estate owned
    -       (93 )
Impairment charges on other real estate owned
    303       1,997  
Originations of loans held for sale
    (6,121 )     (1,947 )
Proceeds from sales of loans held for sale
    6,738       2,259  
Increase in value of Company owned life insurance
    (197 )     (203 )
Decrease in other assets
    577       2,048  
(Decrease) increase in other liabilities
    41       (1,329 )
Net cash provided by operating activities
    2,862       2,103  
                 
Investing activities
               
Sales of Federal Home Loan Bank stock
    369       261  
Purchases of investment securities available-for-sale
    (18,675 )     (25,895 )
Sales of investment securities available-for-sale
    10,226       32,232  
Calls, maturities, and paydowns of investment securities available-for-sale
    5,701       4,222  
Proceeds from sales of premises and equipment
    1,159       -  
Purchases of premises and equipment
    (1,451 )     (62 )
Proceeds from sales of other real estate owned
    5,283       843  
Capital expenditures related to other real estate owned
    (18 )     (257 )
Net (increase) decrease in loans
    (12,426 )     826  
Net cash provided by (used for) investing activities
    (9,832 )     12,170  
                 
Financing activities
               
Decrease in borrowings
    (12,712 )     (4,740 )
Net proceeds from issuances of stock
    31       65  
Net increase (decrease) in deposits
    22,331       (2,544 )
Net cash provided by (used for) financing activities
    9,650       (7,219 )
                 
Increase in cash and cash equivalents
    2,680       7,054  
Cash and cash equivalents, beginning of period
    18,037       20,062  
Cash and cash equivalents, end of period
  $ 20,717     $ 27,116  
                 
Cash paid for:
               
Income taxes
  $ 46     $ -  
Interest
  $ 2,252     $ 3,276  
Supplemental noncash investing and financing activities:
               
Real estate acquired in settlement of loans
  $ 6,294     $ 3,504  
Change in unrealized (gains) losses on available-for-sale securities
  $ 139     $ ( 1,515 )
Loans to finance sales of other real estate owned
  $ 1,109     $ 1,478  

See Notes to Condensed Consolidated Financial Statements
 
 
7

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X of the Securities and Exchange Commission.  Accordingly they do not include all information and notes required by generally accepted accounting principles for complete financial statements.  However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

Note 2 - Organization

Southcoast Financial Corporation (the “Company”) is a South Carolina corporation organized in 1999 for the purpose of being a holding company for Southcoast Community Bank (the “Bank”).  On April 29, 1999, pursuant to a Plan of Exchange approved by the shareholders, all of the outstanding shares of capital stock of the Bank were exchanged for shares of common stock of the Company.  The Company presently engages in no business other than that of owning the Bank and another subsidiary, Southcoast Investment Corporation, and has no employees.

Note 3 - Net Income Per Share

The Company calculates earnings per share in accordance with generally accepted accounting principles, which specify the computation, presentation, and disclosure requirements for earnings per share (“EPS”) for entities with publicly held common stock or potential common stock such as options, warrants, convertible securities, or contingent stock agreements if those securities trade in a public market.

They also specify the computation and presentation requirements for both basic EPS and diluted EPS for entities with complex capital structures.  Basic EPS is computed by dividing net income or loss by the weighted average common shares outstanding.  The computation for diluted EPS is similar to the computation for basic EPS except that when the Company reports earnings the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued.  The dilutive effect of options outstanding is reflected in diluted EPS by application of the treasury stock method.  The Company had no dilutive or antidilutive instruments outstanding during the periods ended June 30, 2012 or 2011.

Note 4 – Recently Issued Accounting Standards

During the second quarter of 2012 there were no new recently issued authoritative pronouncements that would affect the accounting, reporting, and disclosure of financial information by the Company.

 
8

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 5 – Investment Securities

The amortized cost and fair value of investment securities are as follows:
 
(Amounts in thousands)
   
June 30, 2012
 
   
Amortized
   
Gross Unrealized
   
Estimated Fair
 
   
Cost
   
Gains
   
Losses
   
 Value
 
Available for sale
                       
Mortgage backed
                       
Government sponsored enterprises
  $ 42,183     $ 776     $ -     $ 42,959  
Other
    1,402       -       22       1,380  
Municipal securities
    5,593       319       -       5,912  
Other
    4,186       -       2,853       1,333  
Total
  $ 53,364     $ 1,095     $ 2,875     $ 51,584  
 
   
December 31, 2011
 
   
Amortized
   
Gross Unrealized
   
Estimated Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
Available for sale
                       
Mortgage backed
                       
Government sponsored enterprises
  $ 37,688     $ 544     $ -     $ 38,232  
Other
    1,539       6       -       1,545  
Municipal securities
    7,190       415       -       7,605  
Other
    4,182       -       2,606       1,576  
Total
  $ 50,599     $ 965     $ 2,606     $ 48,958  

The following tables show gross unrealized losses and fair value, aggregated by investment category, and length of time that individual securities have been in a continuous unrealized loss position, at June 30, 2012 and December 31, 2011.

Available for Sale
(Amounts in thousands)
   
June 30, 2012
 
   
Less than Twelve Months
   
Twelve Months or More
   
Total
 
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
                                     
Mortgage backed
                                   
Other
  $ 1,380     $ 22     $ -     $ -     $ 1,380     $ 22  
Other
    -       -       1,333       2,853       1,333       2,853  
                                                 
Total
  $ 1,380     $ 22     $ 1,333     $ 2,853     $ 2,713     $ 2,875  

   
December 31, 2011
 
   
Less than Twelve Months
   
Twelve Months or More
   
Total
 
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
   
Fair Value
   
Unrealized Losses
 
                                     
Other
  $ 86     $    64       990       2,542       1,076       2,606  
                                                 
Total
  $ 86     $ 64     $ 990     $ 2,542     $ 1,076     $ 2,606  

 
9

 
 
SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 5 – Investment Securities(continued)

Securities classified as available-for-sale are recorded at fair market value. Unrealized losses on securities in a continuous loss position for twelve months or more totaled $2,853,000, or  99% of unrealized losses, and $2,542,000, or 98% of unrealized losses, at June 30, 2012 and December 31, 2011, respectively.  These unrealized losses for both periods were comprised of two securities.  The Company does not intend to sell either of these securities and it is more likely than not that the Company will not be required to sell these securities before recovery of their amortized cost.

The unrealized losses attributable to “Other” securities for both periods relate to valuations on two individual pooled trust preferred securities.  The Company believes, based on industry analyst reports, credit ratings, and third party other-than-temporary loss impairment evaluations, that the deterioration in the value of these securities is attributable to a combination of the lack of liquidity in both of these securities and credit quality concerns for one of the two securities.  These securities are considered Level 3 securities in the fair value hierarchy as they both trade in less than liquid markets.

One of the Company’s pooled trust preferred securities with an amortized cost of approximately $1.8 million and fair value of approximately $727,000 is receiving contractual interest payments, while the other with an amortized cost of approximately $1.7 million and fair value of approximately $19,000 is receiving payment-in-kind interest in lieu of cash interest payments.  Due to the over-collateralized credit position of the security currently receiving interest payments, no other-than-temporary impairment was recognized on this security.  Payment-in-kind interest consists of capitalization of interest amounts due on a security.  In accordance with terms outlined in its offering circular, the security not currently paying interest has its deferred interest capitalized and added to the principal balance of the security.  Future interest payments are accrued on these larger principal balances.

Payment-in-kind interest was triggered on this security due to deferrals of interest payments by individual issuers within the pool of issuers.  Individual issuers are allowed to defer their interest payments for a period of up to five years.  The security is divided into several tranches, with the A tranche securities being the most senior in terms of payment priority and Income Notes being the least senior.  The Company owns notes in the C tranche of the security.  Each tranche must pass an overcollateralization test in order for note holders in subordinate tranches to receive their contractual interest payments.  The overcollateralization test is based on total performing collateral in the pool divided by total outstanding debt within the tranche.  The senior most pool failing its overcollateralization test will receive principal paydowns on its outstanding notes in addition to contractual interest payments in order to cure its failure.  These additional payments will be diverted from note holders in subordinate tranches who will instead receive payment-in-kind interest.  At June 30, 2012, there was $234,400,000 of performing collateral in the pool.  The table below summarizes balance and overcollateralization data for the individual tranches at June 30, 2012.
 
(Amounts in thousands)
 
Tranche
 
Current Balance
   
Required Overcollateralization %
   
Current Overcollateralization %
 
A
  $ 200,620       128.00 %     117.30 %
B
    41,135       115.00 %     97.34 %
C
    46,045       106.20 %     81.77 %
D
    26,676       100.25 %     74.83 %
Income Notes
    18,000       N/A       N/A  
 
 
10

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 5 – Investment Securities(continued)

As shown above, all tranches currently fail their overcollateralization test.  According to the structured payment terms as described in the offering circular for this security, interest payments are currently being diverted from subordinate tranches to pay down total principal balances in the A tranche.  If and when these payments reduce the principal balance in the A tranche by enough to pass its overcollateralization requirement, the B tranche securities will begin to receive contractual interest payments, and additional payments will be diverted from subordinate tranches in order to meet its overcollateralization requirement.  This payment structure, known as a waterfall, is designed to continue until all tranches meet their overcollateralization requirement.  However, this outcome is dependent on the level of future interest deferrals and defaults by individual issuers.  Any shortfalls to contractual principal and interest payments due will be borne in reverse order of payment priority, with the most subordinate tranche having the largest loss and the senior most tranche having the smallest loss.  As a note holder in the C tranche of this structure, the Company’s principal and interest claims are subordinate to the principal and interest claims of note holders in the A and B tranches.  More specifically, the Company and other C note holders would stand to lose 100% of their principal and interest before note holders in the B tranche lost their first dollar, and B note holders would lose 100% of their investment before A note holders experienced any loss.  The Company engaged a firm specializing in security valuations to evaluate the security receiving payment-in-kind interest for other-than- temporary impairment (“OTTI”).  This firm uses the OTTI evaluation model to compare the present value of expected cash flows to the previous estimate to measure whether there are any adverse changes in cash flows during the quarter.  The OTTI model considers the structure and term of the trust preferred security and the financial condition of the underlying issuers.  Specifically, the model details interest rates, principal balances of note classes and issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation of the payments to the note classes.  The allocation of payments to the note classes follows the payment priority hierarchy for the individual tranches.  The OTTI evaluation prepared as of June 30, 2012 predicts the Company will resume receipt of its contractual principal and interest payments during the year 2017, which is when the B tranche is projected to pass its overcollateralization test.  These projections are based on assumptions developed from current financial data for the underlying issuers and may change in subsequent periods based on future financial data which could alter the assumptions.

The current estimate of expected cash flows is based on the most recent trustee reports and any other relevant information including announcements of interest payment deferrals or defaults of underlying trust preferred securities.  The OTTI evaluation model assumes no recoveries on defaults.  The result of the firm’s analysis indicated approximately $176,000 of credit loss as of  March 31, 2011, which was recognized as an other-than-temporary loss in the first quarter of 2011 and reported in noninterest income.  No credit losses had been recognized on these securities prior to 2011, and there have been no changes to credit losses recognized in earnings for any subsequent periods. Total unrealized loss net of tax in accumulated other comprehensive income was $1,096,000 for Security B at June 30, 2012. 

The following table provides certain relevant details on each of our pooled trust preferred securities as of June 30, 2012, including the book value, fair value, and unrealized losses on the securities, as well as certain information about the overall pools and the current status of its underlying issuers.  “Excess Subordination” is a measure of the excess performing collateral in the pool beyond the total level of debt outstanding in the pool with an equal or greater level of preference in the payment structure.  It is expressed in the tables below as a percentage of performing collateral,  and represents the percentage reduction in performing collateral that would precede an inability of the security to make contractually required payments to the Company.

June 30, 2012
 
(Amounts in thousands)
           
   
Security A
   
Security B
 
             
Book Value
  $ 1,804     $ 1,732  
Fair Value
  $ 727     $ 19  
Unrealized Loss
  $ 1,077     $ 1,713  
Number of underlying financial institution issuers
    48       42  
Number of deferrals and defaults
    13       16  
Additional expected deferrals/ defaults*
    N/A       0/2  
Excess Subordination as a percentage of performing collateral^
    16.24 %     N/A  

*
No assessment of these numbers was made for Security A as it was not modeled for cash flows due to its current payment status and its excess subordination. For Security B, this includes issuers for which there is an estimated probability of deferral or default of 50% or greater.  None of the remaining performing collateral was projected as a future deferral or default, due to low Texas ratios; two deferring issuers were projected to default.

^
Security B is in a support tranche and has no excess subordination.
 
The credit quality of the pooled trust preferred securities is directly related to the financial strength and ability to make contractual interest payments of the underlying issuers in these securities, most of which are banks or bank holding companies.  As such, these securities may show additional OTTI in future periods if the financial condition of the underlying issuers further deteriorates.

 
11

 

SOUTHCOAST FINANCIAL CORPORATION
 
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 5 – Investment Securities(continued)

The amortized costs and fair values of investment securities available for sale at June 30, 2012 by contractual maturity are shown in the following table.  Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
(Amounts in thousands)
    June 30, 2012  
   
Amortized
Cost
   
Fair
Value
 
Due after five but within ten years
  $ 1,651     $ 1,729  
Due after ten years
    7,978       5,430  
Mortgage backed
    43,585       44,339  
Equity securities with no maturity
    150       86  
Total investment securities available-for-sale
  $ 53,364     $ 51,584  

The proceeds from sales of securities and the associated gains are listed below:
 
(Amounts in thousands)
   
Period Ending June 30,
 
   
 2012
   
2011
 
             
Proceeds
  $ 10,226     $ 32,232  
Gross Gains
    215       715  
Gross Losses
    -       40  

The tax provision related to the net realized gains and losses was $77,000 and $243,000 for the periods ended June 30, 2012 and 2011.

Investment securities with an aggregate amortized cost of $17,921,000 and estimated fair value of $18,387,000 at June 30, 2012, were pledged to secure public deposits and for other purposes, as required or permitted by law.  Investment securities with an aggregate amortized cost of $3,478,000 and estimated fair value of $3,553,000 at June 30, 2012, were pledged to secure securities sold under agreements to repurchase.

Investment securities with an aggregate amortized cost of $20,811,000 and estimated fair value of $21,146,000 at December 31, 2011, were pledged to secure public deposits and for other purposes, as required or permitted by law.  Investment securities with an aggregate amortized cost of $4,163,000 and estimated fair value of $4,224,000 at December 31, 2011, were pledged to secure securities sold under agreements to repurchase.

 
12

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 - Loans

The composition of loans by major loan category is presented below:
 
(Dollars in thousands)
   
June 30,
2012
   
December 31,
2011
 
Real estate secured loans:
           
Residential 1-4 Family
  $ 176,738     $ 166,414  
Multifamily
    5,599       5,144  
Commercial
    78,290       81,253  
Construction and land development
    36,075       39,241  
Total real estate secured loans
    296,702       292,052  
Commercial and industrial
    25,230       25,135  
Consumer
    2,054       2,037  
Other
    503       515  
Total gross loans
    324,489       319,739  
Allowance for loan losses
    (8,631 )     (10,691 )
    $ 315,858     $ 309,048  
 
The Company uses a numerical grading system from 1 to 9 to assess the credit risk inherent in its loan portfolio, with Grade 1 loans having the lowest credit risk and Grade 9 loans having the highest credit risk. Loans with credit grades from 1 to 5 are considered passing grade, or acceptable, loans.  Loans with grades from 6 to 9 are considered to have less than acceptable credit quality.  Generally, impaired loans have credit grades of 7 or higher.  Following is a listing and brief description of the various risk grades.  The grading of individual loans may involve the use of estimates.
 
Credit
Grade
 
Description
1
 
Loans secured by cash collateral.
2
 
Loans secured by readily marketable collateral.
3
 
Top quality loans with excellent repayment sources and no significant identifiable risk of collection.
4
 
Acceptable loans with adequate repayment sources and little identifiable risk of collection.
5
 
Acceptable loans with signs of weakness as to repayment or collateral, but with mitigating factors that minimize the risk of loss.
6
 
Watch List or Special Mention loans with underwriting tolerances and/or exceptions with no mitigating factors that may, due to economic or other factors, increase the risk of loss.
7
 
Classified substandard loans inadequately protected by the paying capacity or net worth of the obligor, or of the collateral with weaknesses that jeopardize the liquidation of the debt.
8
 
Classified doubtful loans in which collection or liquidation in full is highly improbable.
9
 
Classified loss loans that are uncollectible and of such little value that continuance as an asset is not warranted.

 
13

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)

The following tables provide a summary of our credit risk profile by loan categories as of June 30, 2012 and December 31, 2011 (including nonaccrual loans).
 
(Dollars in thousands)
Credit Risk Profile by Creditworthiness Category
As of June 30, 2012 and December 31, 2011
 
   
Real Estate Secured
 
   
Residential 1-4 Family
   
Multi Family
   
Commercial
   
Construction and Land Development
 
   
2012
   
2011
   
2012
   
2011
   
2012
   
2011
   
2012
   
2011
 
Grade
                                               
1
  $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
2
    -       -       -       -       -       -       -       -  
3
    52,455       44,087       620       -       8,319       8,469       6,212       7,851  
4
    57,096       61,509       700       715       25,493       27,461       9,742       9,020  
5
    47,516       45,213       2,218       1,921       26,083       26,026       16,021       14,575  
6
    3,737       2,707       -       -       12,122       9,714       322       277  
7
    12,881       11,957       2,061       2,508       5,753       8,781       3,778       4,306  
8
    3,053       941               -       520       802               3,212  
9
    -       -       -       -       -       -       -       -  
                                                                 
Total
  $ 176,738     $ 166,414     $ 5,599     $ 5,144     $ 78,290     $ 81,253     $ 36,075     $ 39,241  
 
   
Non-Real Estate Secured
                 
   
Commercial
   
Consumer
   
Other
   
Total
 
    2012     2011     2012     2011     2012     2011     2012     2011  
Grade
                                                               
1
  $ 2,344     $ 2,095     $ 158     $ 49     $ -     $ -     $ 2,502     $ 2,144  
2
    -       -       -       -       -       -       -       -  
3
    2,787       2,413       279       225       195       258       70,867       63,303  
4
    5,437       5,408       227       237       243       257       98,938       104,607  
5
    7,862       9,034       1,193       1,337       65       -       100,958       98,106  
6
    3,866       3,992       -       -       -       -       20,047       16,690  
7
    2,934       2,193       197       189       -       -       27,604       29,934  
8
    -       -       -       -       -       -       3,573       4,955  
9
    -       -       -       -       -       -       -       -  
                                                                 
Total
  $ 25,230     $ 25,135     $ 2,054     $ 2,037     $ 503     $ 515     $ 324,489     $ 319,739  

 
 
14

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)

The following tables provide a summary of past due loans by loan category as of June 30, 2012 and December 31, 2011.
 
(Dollars in thousands)
Past Due Loans
For the Periods Ended June 30, 2012 and December 31, 2011
June 30, 2012
 
 
30-59 Days Past   Due
   
60-89 Days Past    Due
   
Greater Than 90  Days
   
 
Total Past  Due
   
 
 
 Current
   
Total Loans Receivable
   
Recorded Investment > 90 Days and  Accruing
 
Real Estate Secured
                                         
1-4 Family Residential
  $ 3,671     $ 1,092     $ 4,712     $ 9,475     $ 167,263     $ 176,738     $ -  
Multifamily Residential
    384       -       -       384       5,215       5,599       -  
Commercial Real Estate
    552       410       804       1,766       76,524       78,290       -  
Construction and Land Development
    472       275       453       1,200       34,875       36,075        -  
Non Real Estate Secured
                                                    -  
Commercial and Industrial
    101       144       415       660       24,570       25,230       -  
Consumer and Other
    54       2       63       119       2,438       2,557       -  
                                                         
Total
  $ 5,234     $ 1,923     $ 6,447     $ 13,604     $ 310,885     $ 324,489     $ -  
 
December 31, 2011
 
 
30-59 Days Past   Due
   
60-89 Days Past    Due
   
Greater Than 90  Days
   
 
Total Past  Due
   
 
 
 Current
   
Total Loans Receivable
   
Recorded Investment > 90 Days and  Accruing
 
Real Estate Secured
                                                       
1-4 Family Residential
  $ 4,897     $ 957     $ 4,981     $ 10,835     $ 155,579     $ 166,414     $ -  
Multifamily Residential
    391       -       1,318       1,709       3,435       5,144       -  
Commercial Real Estate
    387       3,503       962       4,852       76,401       81,253       -  
Construction and Land Development
    933       115       3,781       4,829       34,412       39,241        -  
Non Real Estate Secured
                                                    -  
Commercial and Industrial
    1,055       405       260       1,720       23,415       25,135       -  
Consumer and Other
    54       72       -       126       2,426       2,552       -  
                                                         
Total
  $ 7,717     $ 5,052     $ 11,302     $ 24,071     $ 295,668     $ 319,739     $ -  

 
15

 
 
SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)

The following table provides a summary of nonaccrual loans as of June 30, 2012 and December 31, 2011.
 
(Dollars in thousands)
   
June 30,
2012
   
December 31,
2011
 
             
1-4 Family Residential
  $ 7,747     $ 9,004  
Multifamily Residential
    996       1,318  
Commercial Real Estate
    2,079       5,749  
Construction and Land Development
    1,693       4,483  
Commercial and Industrial
    779       714  
Consumer and Other
    65       -  
                 
Total
  $ 13,359     $ 21,268  

At June 30, 2012 and December 31, 2011, nonaccrual loans totaled $13.4 million and $21.3 million, respectively.  The gross interest income which would have been recorded under the original terms of nonaccrual loans amounted to approximately $1,132,000 and $1,386,000 at June 30, 2012 and December 31, 2011, respectively.  At June 30, 2012 and December 31, 2011, impaired loans (which include nonaccrual loans and troubled debt restructurings(TDRs)) totaled $17 million and $22.3 million, respectively.  Impaired loans individually evaluated for impairment, which include nonaccrual loans over $250,000 and TDRs, totaled $13.8 million and $19.6 million at June 30, 2012 and December 31, 2011, respectively.  At June 30, 2012 and December 31, 2011, there were no loans over ninety days past due and still accruing interest.  
 
At June 30, 2012 and December 31, 2011, all TDRs, including those on nonaccrual status, totaled $6.9 million and $4.2 million, respectively. The gross interest income that would have been recognized on TDRs according to the original loan terms during the first and second quarters of  2012 totaled approximately $83,000; actual interest income recognized on these loans according to the restructured terms totaled $68,000.  The gross interest income that would have been recognized on TDRs according to the original loan terms during 2011 totaled approximately $73,000; actual interest income recognized on these loans according to the restructured terms totaled approximately $72,000.  During the quarter ended June 30, 2012 there was one loan totaling $1.4 million that had its original loan terms restructured, and there were no loans that previously had their original terms restructured that went into nonaccrual.  During the same period, there were no amounts related to TDRs that were charged off.  TDRs did not have a material effect on the allowance for loan losses as of June 30, 2012.

The following tables provide a year to date analysis of activity within the allowance for loan losses.
 
(Dollars in thousands)
   
June 30,
2012
   
June 30,
2011
 
             
Beginning balance
  $ 10,691     $ 9,513  
Provision for loan losses
    430       3,643  
Net charge offs
    (2,490 )     (3,050 )
Ending balance
  $ 8,631     $ 10,106  
 
 
16

 
 
SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)

   
For the Six Months Ended June 30, 2012
 
   
Beginning Balance
   
Charge Offs
   
Recoveries
   
Provisions
   
Ending Allowance for Loan Losses
 
                           
General Reserves
   
Specific Reserves
   
Total
 
(Dollars in thousands)                                          
Real Estate Secured
                                         
1-4 Family Residential
  $ 2,861     $ (1,066 )   $ 13     $ 624     $ 1,874     $ 558     $ 2,432  
Multifamily Residential
    297       -       18       (216 )     99               99  
Commercial Real Estate
    2,409       (821 )     1       (95 )     1,415       79       1,494  
Construction and Land Development
    633       (617 )     64       555       550       85       635  
Non Real Estate Secured
                                                       
Commercial and Industrial
    1,898       (64 )     7       (393 )     1,448               1,448  
Consumer and Other
    41       (25 )             26       42               42  
Other
                                                       
Other General Reserves
    1,515                       58       1,573               1,573  
Unallocated
    1,037                       (129 )     908               908  
Total
  $ 10,691     $ (2,593 )   $ 103     $ 430     $ 7,909     $ 722     $ 8,631  

 
   
For the Six Months Ended June 30, 2011
 
   
Beginning Balance
   
Charge Offs
   
Recoveries
   
Provisions
   
Ending Allowance for Loan Losses
 
                           
General Reserves
   
Specific Reserves
   
Total
 
Real Estate Secured
                                         
1-4 Family Residential
  $ 2,532     $ (576 )   $ 94     $ 570     $ 2,273     $ 347     $ 2,620  
Multifamily Residential
    358       (402 )     -       80       36       -       36  
Commercial Real Estate
    1,263       (741 )     6       1,571       1,218       881       2,099  
Construction and Land Development
    2,972       (593 )     96       (677 )     696       1,102       1,798  
Non Real Estate Secured
                                                       
Commercial and Industrial
    619       (951 )     34       2,087       1,789       -       1,789  
Consumer and Other
    124       (18 )     1       (62 )     45       -       45  
Other
                                                       
Other General Reserves
    1,345       ( - )     -       35       1,380       -       1,380  
Unallocated
    300       ( - )     -       39       339       -       339  
Total
  $ 9,513     $ (3,281 )   $ 231     $ 3,643     $ 7,776     $ 2,330     $ 10,106  

 
17

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)

   
For the Three Months Ended June 30, 2012
 
   
Beginning  Balance
   
Charge Offs
   
Recoveries
   
Provisions
   
Ending Allowance for Loan Losses
 
(Dollars in thousands)
                         
General  Reserves
   
Specific  Reserves
   
Total
 
Real Estate Secured
                                         
1-4 Family Residential
  $ 2,234     $ (479 )   $       $ 677     $ 1,874     $ 558     $ 2,432  
Multifamily Residential
    277               18       (196 )     99               99  
Commercial Real Estate
    1,868       (289 )     1       (86 )     1,415       79       1,494  
Construction and Land Development
    1,311       (480 )     11       (207 )     550       85       635  
Non Real Estate Secured
                                                       
Commercial and Industrial
    1,340       (64     4       168       1,448               1,448  
Consumer and Other
    47                       (5 )     42               42  
Other
                                                       
Other General Reserves
    1,529                       44       1,573               1,573  
Unallocated
    973                       (65 )     908               908  
Total
  $ 9,579     $ (1,312 )   $ 34     $ 330     $ 7,909     $ 722     $ 8,631  

   
For the Three Months Ended June 30, 2011
 
   
Beginning  Balance
   
Charge Offs
   
Recoveries
   
Provisions
   
Ending Allowance for Loan Losses
 
                           
General  Reserves
   
Specific  Reserves
   
Total
 
Real Estate Secured
                                         
1-4 Family Residential
  $ 2,670     $ (261 )   $ 53     $ 158     $ 2,273     $ 347     $ 2,620  
Multifamily Residential
    141       ( - )     -       (105 )     36       -       36  
Commercial Real Estate
    1,345       (510 )     6       1,258       1,218       881       2,099  
Construction and Land Development
    2,035       (488 )     88       163       696       1,102       1,798  
Non Real Estate Secured
                                                       
Commercial and Industrial
    845       (114 )     34       1,024       1,789       -       1,789  
Consumer and Other
    152       (9 )     -       (98 )     45       -       45  
Other
                                                       
Other General Reserves
    1,329       ( - )     -       51       1,380       -       1,380  
Unallocated
    297       ( - )      -       42       339       -       339  
Total
  $ 8,814     $ (1,382 )   $ 181     $ 2,493     $ 7,776     $ 2,330     $ 10,106  
 
 
18

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)
 
   
For the Year Ended December 31, 2011
 
   
Beginning  Balance
   
Charge Offs
   
Recoveries
   
Provisions
   
Ending Allowance for Loan Losses
 
(Dollars in thousands)
                         
General  Reserves
   
Specific  Reserves
   
Total
 
Real Estate Secured
                                         
1-4 Family Residential
  $ 2,532     $ (1,119 )   $ 125     $ 1,323     $ 1,763     $ 1,098     $ 2,861  
Multifamily Residential
    358       (502 )     -       441       175       122       297  
Commercial Real Estate
    1,263       (2,116 )     30       3,232       1,691       718       2,409  
Construction and Land Development
    2,972       (4,021 )     124       1,558       625       8       633  
Non Real Estate Secured
                                                       
Commercial and Industrial
    619       (1,464 )     125       2,618       1,898       -       1,898  
Consumer and Other
    124       (28 )     1       (56 )     41       -       41  
Other
                                                       
Other General Reserves
    1,345       -       -       170       1,515       -       1,515  
Unallocated
    300       -       -       737       1,037       -       1,037  
Total
  $ 9,513     $ (9,250 )   $ 405     $ 10,023     $ 8,745     $ 1,946     $ 10,691  
 
Total past due loans decreased from approximately $24.1 million at December 31, 2011 to $13.6 million at June 30, 2012.  This decrease was a significant contributing factor to the $800,000 decline in total general reserves between the two periods.  Unallocated reserves may be used when additional reserves or writedowns become necessary on existing loans with specific reserves based on new appraisals or valuations that are obtained.

The Company made loan loss provisions totaling $430,000 and $3,643,000 for the six months ended June 30, 2012 and June 30, 2011, respectively.  Net chargeoffs totaled $2,491,000 and $3,050,000 respectively.

Impaired loans with a balance of $250,000 or more are evaluated and measured individually for impairment.  All other loans are evaluated and collectively measured for impairment.  The following tables provide summaries and totals of loans individually and collectively evaluated for impairment as of June 30, 2012 and December 31, 2011.

 
19

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)

(Dollars in thousands)
   
As of June 30, 2012
 
Loans Receivable:
 
Individually evaluated  for impairment
   
Collectively evaluated  for impairment
   
 Total
 
                   
Real Estate Secured
                 
1-4 Family Residential
  $ 9,026     $ 167,712     $ 176,738  
Multifamily Residential
    1,676       3,923       5,599  
Commercial Real Estate
    1,902       76,388       78,290  
Construction and Land Development
    1,233       34,842       36,075  
Non Real Estate Secured
                       
Commercial and Industrial
    -       25,230       25,230  
Consumer and Other
    -       2,557       2,557  
Total:
  $ 13,837     $ 310,652     $ 324,489  

(Dollars in thousands)
   
As of December 31, 2011
 
Loans Receivable:
 
Individually evaluated  for impairment
   
Collectively evaluated
 for impairment
   
 Total
 
                   
Real Estate Secured
                 
1-4 Family Residential
  $ 7,668     $ 158,746     $ 166,414  
Multifamily Residential
    2,117       3,027       5,144  
Commercial Real Estate
    5,568       75,685       81,253  
Construction and Land Development
    4,216       35,025       39,241  
Non Real Estate Secured
                       
Commercial and Industrial
    -       25,135       25,135  
Consumer and Other
    -       2,552       2,552  
Total:
  $ 19,569     $ 300,170     $ 319,739  

 
20

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)

(Dollars in thousands)
Impaired Loans
For the Six Months ended June 30, 2012
 
   
Unpaid Principal Balance
   
Recorded Investment (1)
   
Related Allowance
   
Life to Date Charge offs
   
Average Recorded Investment
   
Interest Income Recognized
 
                                     
With no related allowance recorded:
                                   
1-4 Family Residential
  $ 7,514     $ 6,914     $ -     $ 600     $ 6,993     $ 27  
Multifamily Residential
    1,676       1,676       -       -       1,731       27  
Commercial Real Estate
    2,191       1,474       -       717       1,628       -  
Construction and Land Development
    766       766       -       -       784       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
With an allowance recorded:
                                               
1-4 Family Residential
  $ 2,112     $ 2,112     $ 558     $ -     $ 2,138     $ -  
Multifamily Residential
    -       -       -       -       -       -  
Commercial Real Estate
    428       428       79       -       433       -  
Construction and Land Development
    467       467       85       -       479       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
                                               
1-4 Family Residential
  $ 9,626     $ 9,026     $ 558     $ 600     $ 9,131     $ 27  
Multifamily Residential
    1,676       1,676       -       -       1,731       27  
Commercial Real Estate
    2,619       1,902       79       717       2,061       -  
Construction and Land Development
    1,233       1,233       85       -       1,263       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
  $ 15,154     $ 13,837     $ 722     $ 1,317     $ 14,186     $ 54  
 
(1)   Impaired balance; excludes accrued interest receivable and deferred fees and costs due to immateriality.
 
 
21

 
 
SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
Impaired Loans
For the Six Months Ended June 30, 2011
(Dollars in thousands)
   
Unpaid Principal Balance
   
Recorded Investment (1)
   
Related Allowance
   
Life to Date Charge offs
   
Average Recorded Investment
   
Interest Income Recognized
 
                                     
With no related allowance recorded:
                                   
1-4 Family Residential
  $ 1,575     $ 1,426     $ -     $ 149     $ 1,373     $ 8  
Multifamily Residential
    810       810       -       -       718       28  
Commercial Real Estate
    4,099       3,380       -       719       3,503       -  
Construction and Land Development
    1,151       665       -       486       782       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
With an allowance recorded:
                                               
1-4 Family Residential
  $ 1,646     $ 1,560     $ 347     $ 86     $ 1,149     $ 10  
Multifamily Residential
    -       -       -       -       -       -  
Commercial Real Estate
    5,080       5,080       881       -       4,483       -  
Construction and Land Development
    7,490       7,333       1,102       157       6,605       97  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
                                               
1-4 Family Residential
  $ 3,221     $ 2,986     $ 347     $ 235     $ 2,522     $ 18  
Multifamily Residential
    810       810       -       -       718       28  
Commercial Real Estate
    9,179       8,460       881       719       7,986       -  
Construction and Land Development
    8,641       7,998       1,102       643       7,387       97  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
  $ 21,851     $ 20,254     $ 2,330     $ 1,597     $ 18,613     $ 143  
 
(1)  Impaired balance; excludes accrued interest receivable and deferred fees and costs due to immateriality.
 
 
22

 
 
SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)
Impaired Loans
For the Three Months ended June 30, 2012
(Dollars in thousands)
   
Unpaid Principal Balance
   
Recorded Investment (1)
   
Related Allowance
   
Life to Date Charge offs
   
Average Recorded Investment
   
Interest Income Recognized
 
                                     
With no related allowance recorded:
                                   
1-4 Family Residential
  $ 7,514     $ 6,914     $ -     $ 600     $ 7,137     $ 12  
Multifamily Residential
    1,676       1,676       -       -       1,729       13  
Commercial Real Estate
    2,191       1,474       -       717       1,619       -  
Construction and Land Development
    766       766       -       -       776       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
With an allowance recorded:
                                               
1-4 Family Residential
  $ 2,112     $ 2,112     $ 558     $ -     $ 2,131     $ -  
Multifamily Residential
    -       -       -       -       -       -  
Commercial Real Estate
    428       428       79       -       430       -  
Construction and Land Development
    467       467       85       -       474       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
                                               
1-4 Family Residential
  $ 9,626     $ 9,026     $ 558     $ 600     $ 9,268     $ 12  
Multifamily Residential
    1,676       1,676       -       -       1,729       13  
Commercial Real Estate
    2,619       1,902       79       717       2,049       -  
Construction and Land Development
    1,233       1,233       85       -       1,250       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
  $ 15,154     $ 13,837     $ 722     $ 1,317     $ 14,296     $ 25  
 
(1)  Impaired balance; excludes accrued interest receivable and deferred fees and costs due to immateriality.

 
23

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)
Impaired Loans
For the Three Months Ended June 30, 2011
(Dollars in thousands)
   
Unpaid Principal Balance
   
Recorded Investment (1)
   
Related Allowance
   
Life to Date Charge offs
   
Average Recorded Investment
   
Interest Income Recognized
 
                                     
With no related allowance recorded:
                                   
1-4 Family Residential
  $ 1,575     $ 1,426     $ -     $ 149     $ 1,374     $ 4  
Multifamily Residential
    810       810       -       -       769       14  
Commercial Real Estate
    4,099       3,380       -       719       3,444       -  
Construction and Land Development
    1,151       665       -       486       771       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
With an allowance recorded:
                                               
1-4 Family Residential
  $ 1,646     $ 1,560     $ 347     $ 86     $ 1,165     $ 4  
Multifamily Residential
    -       -       -       -       -       -  
Commercial Real Estate
    5,080       5,080       881       -       4,662       -  
Construction and Land Development
    7,490       7,333       1,102       157       6,507       6  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
                                               
1-4 Family Residential
  $ 3,221     $ 2,986     $ 347     $ 237     $ 2,539     $ 8  
Multifamily Residential
    810       810       -       -       769       14  
Commercial Real Estate
    9,179       8,460       881       719       8,106       -  
Construction and Land Development
    8,641       7,998       1,102       643       7,278       6  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
  $ 21,851     $ 20,254     $ 2,330     $ 1,597     $ 18,692     $ 28  
 
(1)  Impaired balance; excludes accrued interest receivable and deferred fees and costs due to immateriality.

 
24

 
 
SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 6 – Loans - (Continued)

(Dollars in thousands)
Impaired Loans
For the Year Ended December 31, 2011
 
   
Unpaid Principal Balance
   
Recorded Investment (1)
   
Related Allowance
   
Life to Date Charge offs
   
Average Recorded Investment
   
Interest Income Recognized
 
                                     
With no related allowance recorded:
                                   
1-4 Family Residential
  $ 2,805     $ 2,564     $ -     $ 241     $ 2,603     $ 15  
Multifamily Residential
    1,131       1,131       -       -       1,224       -  
Commercial Real Estate
    2,602       2,175       -       427       2,366       -  
Construction and Land Development
    6,533       4,141       -       2,392       5,773       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
With an allowance recorded:
                                               
1-4 Family Residential
  $ 5,104     $ 5,104     $ 1,099     $ -     $ 5,142     $ 5  
Multifamily Residential
    986       986       122       -       923       48  
Commercial Real Estate
    3,393       3,393       717       -       3,636       -  
Construction and Land Development
    245       75       8       170       143       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
                                               
1-4 Family Residential
  $ 7,909     $ 7,668     $ 1,099     $ 241     $ 7,745     $ 20  
Multifamily Residential
    2,117       2,117       122       -       2,147       48  
Commercial Real Estate
    5,995       5,568       717       427       6,002       -  
Construction and Land Development
    6,778       4,216       8       2,562       5,916       -  
Commercial and Industrial
    -       -       -       -       -       -  
Consumer and Other
    -       -       -       -       -       -  
                                                 
Total:
  $ 22,799     $ 19,569     $ 1,946     $ 3,230     $ 21,810     $ 68  
 
(1) Impaired balance; excludes accrued interest receivable and deferred fees and costs due to immateriality.

 
25

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
Note 7 – Deferred Taxes
At June 30, 2011, the Company recorded a full valuation allowance against its deferred tax assets totaling approximately $6.4 million.  In arriving at its decision to do so, management evaluated the Company’s three year pretax historical losses totaling approximately $19.4 million and the economy of the last several years which contributed to these losses.  Based on earnings projections for the next three years, management does not consider it more likely than not that the Company will generate sufficient tax liabilities through earnings during this period to offset its current level of deferred tax assets.  Prior to the year ending December 31, 2008, the Company had a consistent history of generating significant pretax income.  The tax losses generated during the years ended December 31, 2010 and 2009 were completely absorbed through the use of net operating loss carrybacks.  These factors, coupled with the Company’s income projections over the next several years, led to the Company’s decision to not provide for a valuation allowance prior to June 30, 2011.  However, management’s assessment of the near term realizability of the deferred tax asset changed as a result of the required provisions for loan losses and other real estate owned for the three months ended June 30, 2011.  These provisions and the current economic conditions that fueled them led to uncertainty about the required level of future provisions and, therefore, led management to the conclusion that a full valuation allowance on the Company’s deferred tax asset was needed.  At June 30, 2012, the size of the Company’s deferred tax asset, prior to the valuation allowance, totaled approximately $8.6 million, which was primarily related to its allowance for loan losses and income tax net operating loss carryforwards.

Note 8 – Fair Value Measurements
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Generally accepted accounting principles also establish 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 standard describes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities include debt and equity securities and derivative contracts that are traded in an active exchange market, as well as U.S. Treasuries, and money market funds.

Level 2 - 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 for substantially the full term of the assets or liabilities. Level 2 assets and liabilities include debt securities with quoted prices that are traded less frequently than exchange-traded instruments, mortgage backed securities, municipal bonds, corporate debt securities, and derivative contracts whose value is determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, real estate appraisals, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. For example, this category generally includes certain private equity investments, asset- backed securities in less liquid markets, retained residual interests in securitizations, residential mortgage servicing rights, and other real estate owned when adjusting for selling costs, and impaired loans.

The Company used the following methods and assumptions to estimate fair value:

Available for Sale Investment Securities

Investment securities available-for-sale are recorded at fair value on a recurring basis.  Fair value measurement is based upon quoted prices, if available (Leve1 1).  If quoted prices are not available, fair values are calculated based on market prices of similar securities (Level 2).  For securities where quoted prices or market prices of similar securities are not available, fair values are calculated using discounted cash flows or other market indicators (Level 3).  Securities classified as Level 3 include asset-backed securities in less liquid markets.  The fair values of level 3 available for sale investment securities are determined by a third party pricing service and reviewed by the Company’s Chief Financial Officer for reasonableness.  The fair value of the trust preferred securities is computed based upon discounted cash flows estimated using interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation to the note classes.  Current estimates of expected cash flows is based on the most recent trustee reports and any other relevant market information, including announcements of interest payment deferrals or defaults of underlying issuers.  The payment, default and recovery assumptions are believed to reflect the assumptions of market participants. Cash flows are discounted at appropriate market rates, including consideration of credit spreads and illiquidity discounts.

 
26

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 8 – Fair Value Measurements (continued)

Loans Held for Sale

Mortgage loans held for sale are carried at the lower of cost or market value.  The fair value of mortgage loans held for sale is based on what secondary markets are currently offering for portfolios with similar characteristics.  As such, the Company categorizes loans subjected to nonrecurring fair value adjustments as Level 2.  There were no fair value adjustments to mortgage loans held for sale as of June 30, 2012 and December 31, 2011.

Impaired Loans

Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired.  Impaired loans are carried at the lesser of their principal balance or their fair value.  The Company considers problem loans with principal balances of $250,000 or greater individually for impairment.  The fair value of loans individually evaluated for impairment is estimated using one of several methods, including the present value of expected cash flows, market price of the loan, if available, or fair value of the underlying collateral less costs to sell.  At June 30, 2012, substantially all impaired loans were evaluated based on the fair value of the collateral less costs to sell.  Those impaired loans not requiring a specific allowance for loan losses allocation represent loans with fair values exceeding their recorded investments.  Impaired loans for which a specific allowance is established based on the fair value of collateral require classification in the fair value hierarchy.  If  the fair value of an impaired loan is based on an observable market price of the loan, the Company records the impaired loan as nonrecurring Level 2.  When the fair value of an impaired loan is based on the fair value of the underlying collateral less costs to sell, the Company records the impaired loan as nonrecurring Level 3.

Other real estate owned

Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis.  These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell.  Fair value is commonly based on recent real estate appraisals.

For both collateral dependent impaired loans and other real estate owned the Company uses appraisals prepared by certified appraisal professionals whose qualifications and licenses have been reviewed and verified by the Company.  These appraisals may utilize a single valuation approach or a combination of approaches, including comparable sales and the income approach.  Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available.  Such adjustments are usually significant and typically lead to a Level 3 classification of the inputs for determining fair value.  Once the Company receives an appraisal on an impaired loan, the Chief Credit Officer and Chief Financial Officer review the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics, as well as the Company’s own loss experience.  For appraisals received on other real estate owned, the Chief Financial Officer and Chief Operating Officer use a similar approach.  The Company may take additional discounts against the appraisals based on the circumstances surrounding individual properties.  The Company typically takes a 10% discount against appraised values to account for selling costs.

 
27

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 8 – Fair Value Measurements (continued)
 
Assets measured at fair value on a recurring basis are as follows as of  June 30, 2012 and December 31, 2011 (amounts in thousands):

   
June 30, 2012
 
   
Quoted
Market Price in
Active Markets
(Level 1)
   
Significant
Other Observable
Inputs
(Level 2)
   
Significant Unobservable
Inputs
(Level 3)
   
Total
 
Available-for-sale investment securities
                       
Mortgage backed
                       
Government sponsored enterprises
  $ -     $ 42,959     $ -     $ 42,959  
Other
    -       1,380       -       1,380  
Municipals
    -       5,912       -       5,912  
Other
    -       86       1,247       1,333  
                                 
Total assets at fair value
  $ -     $ 50,337     $ 1,247     $ 51,584  
 
   
December 31, 2011
 
   
Quoted
Market Price in
Active Markets
(Level 1)
   
Significant
Other Observable
Inputs
(Level 2)
   
Significant Unobservable
Inputs
(Level 3)
   
Total
 
Available-for-sale investment securities
                               
Mortgage backed
                               
Government sponsored enterprises
  $ -     $ 38,232     $ -     $ 38,232  
Other
    -       1,545       -       1,545  
Municipals
    -       7,605       -       7,605  
Other
    -       86       1,490       1,576  
                                 
Total assets at fair value
  $ -     $ 47,468     $ 1,490     $ 48,958  

Investments in trust preferred securities comprise the Company’s Level 3 assets as shown above.  Discounted cash flows are calculated using spread to swap and LIBOR curves that are updated to incorporate loss severities, volatility, credit spread and optionality. During times when trading is more liquid, broker quotes are used (if available) to validate the model. Rating agency and industry research reports as well as defaults and deferrals on individual securities are reviewed and incorporated into the calculations.

There were no transfers between Level 1 and Level 2 during 2012 or 2011.

The Company has no liabilities carried at fair value or measured at fair value on a recurring basis.

The following table reconciles the changes in recurring Level 3 financial instruments for the six months ended June 30, 2012 and 2011 (amounts in thousands):

   
June 30,
2012
   
June 30,
2011
 
             
Beginning of Year Balance
  $ 1,490     $ 1,195  
Discount Accretion
    4       4  
Other-than-temporary impairment on available for sale securities
    -       (176 )
Unrealized Gain (Loss)
    (247 )     558  
Ending Balance
  $ 1,247     $ 1,581  

 
28

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 8 – Fair Value Measurements (continued)

The following table presents quantitative information about Level 3 fair value measurements at June 30, 2012 (amounts in thousands):

Security Type
 
Fair Value
 
Valuation Technique
 
Unobservable Input
 
Rates
                       
Trust Preferred Securities
  $ 1,247  
Discounted cash flows
 
Discount Rate (Approximately)
    17%  
             
Weighted Default Probability for deferring issuers (Approximately)
    54%  
             
Recovery Rate on deferring issuers
 
10%
- 15%
             
Default Probability for current issuers
 
0.33%
- 7.50%

The table below summarizes changes in unrealized gains and losses recorded in earnings for the six months ended June 30, 2012 and 2011 for Level 3 assets that are still held at June 30, 2012 (amounts in thousands):

   
June 30, 2012
   
June 30, 2011
 
Interest income on securities
  $ -     $ -  
Other than temporary impairment recorded in earnings
     -          (176
Total
  $ -     $ (176

Assets measured at fair value on a nonrecurring basis are as follows as of June 30, 2012 and December 31, 2011 (amounts in thousands):
 
   
June 30, 2012
 
   
Quoted Market Price in Active Markets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable
Inputs
(Level 3)
   
Total
 
Impaired Loans
                       
1 - 4 Family Residential
  $ -     $ -     $ 4,607     $ 4,607  
Commercial Real Estate
    -       -       869       869  
Construction and Land Development
    -       -       382       382  
Other Real Estate Owned
                               
1 – 4 Family Residential
                    1,417       1,417  
Commercial Real Estate
    -       -       3,721       3,721  
Construction and Land Development
    -       -       4,766       4,766  
                                 
Total assets at fair value
  $ -     $ -     $ 15,762     $ 15,762  

 
29

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 8 – Fair Value Measurements (continued)

   
December 31, 2011
 
   
Quoted Market Price in Active Markets
(Level 1)
   
Significant Other Observable Inputs
(Level 2)
   
Significant Unobservable
Inputs
(Level 3)
   
Total
 
Impaired Loans
                       
1 - 4 Family Residential
  $ -     $ -     $ 5,677     $ 5,677  
Multifamily Residential
    -       -       864       864  
Commercial Real Estate
    -       -       3,477       3,477  
Construction and Land Development
    -       -       3,204       3,204  
Other Real Estate Owned
                               
1 – 4 Family Residential
    -       -       743       743  
Multifamily Residential
    -       -       -       -  
Commercial Real Estate
    -       -       4,941       4,941  
Construction and Land Development
    -       -       3,639       3,639  
                                 
Total assets at fair value
  $ -     $ -     $ 22,545     $ 22,545  

Impaired loans that are measured for impairment using the fair value of the collateral had a recorded investment of $6.6 million with a valuation allowance of $722,000 at June 30, 2012, resulting in an additional provision for loan losses of $270,000 for the six months and three months ended June 30, 2012.  At December 31, 2011, impaired loans had a recorded investment of $15.2 million, with a valuation allowance of $1.9 million, resulting in an additional provision for loan losses of $1.0 million for the year ended December 31, 2011.  The Company made additional provisions for loan losses related to June 30, 2011 impaired loans totaling $1,931,000 and $1,825,000, respectively, for the six months and three months ended June 30, 2011.

Other real estate owned measured at fair value less costs to sell had a carrying amount of $9.9 million, which is made up of the outstanding balance of $11.8 million, net of a valuation allowance of $1.9 million at June 30, 2012, resulting in impairment charges of $303,000 and $75,000, respectively, for the six months and three months ended June 30, 2012.  At December 31, 2011, other real estate owned had a net carrying amount of $9.3 million, made up of the outstanding balance of $12.5 million, net of a valuation allowance of approximately $3.2 million, resulting in a writedown of $3.2 million for the year ended December 31, 2011.  Impairment charges for other real estate owned totaled $1,997,000 and $1,984,000, respectively, for the six months and three months ended June 30, 2011.

The Company has no liabilities carried at fair value or measured at fair value on a nonrecurring basis.

 
30

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
Note 8 – Fair Value Measurements (continued)

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at June 30, 2012 (amounts in thousands):
 
   
Valuation Techniques
 
Unobservable Inputs
 
Range
Impaired Loans
           
1 - 4 Family Residential
 
Sales comparison approach
 
Bank Owned Discount
Appraisal Time Adjustment
 
10%-20%
0% - < 1 year
20% - 1-2 years
25% - 2-3 years
30% - > 3 years
Multifamily Residential
 
Sales comparison approach
 
Bank Owned Discount
Appraisal Time Adjustment
 
10%-20%
0% - < 1 year
20% - 1-2 years
25% - 2-3 years
30% - > 3 years
Commercial Real Estate
 
Sales comparison approach
Income approach
 
Bank Owned Discount
Appraisal Time Adjustment
Capitalization Rate
 
10%-20%
0% - < 1 year
20% - 1-2 years
25% - 2-3 years
30% - > 3 years
8% - 12%
Construction and Land Development
 
Sales comparison approach
 
Bank Owned Discount
Appraisal Time Adjustment
 
10%-20%
0% - < 1 year
20% - 1-2 years
25% - 2-3 years
30% - > 3 years
Other Real Estate Owned
           
Commercial Office Properties
 
Sales comparison approach
Income approach
 
Bank Owned Discount
Appraisal Time Adjustment
Capitalization Rate
 
10%-20%
0% - < 1 year
20% - 1-2 years
25% - 2-3 years
30% - > 3 years
8% - 12%
Commercial Lots
 
Sales comparison approach
 
Bank Owned Discount
Appraisal Time Adjustment
 
10%-20%
0% - < 1 year
20% - 1-2 years
25% - 2-3 years
30% - > 3 years
Residential 1 – 4 Family Lots and Homes Under Construction
 
Sales comparison approach
 
Bank Owned Discount
Appraisal Time Adjustment
 
10%-20%
0% - < 1 year
20% - 1-2 years
25% - 2-3 years
30% - > 3 years
Residential 1 – 4 Family Homes
 
Sales comparison approach
 
Bank Owned Discount
Appraisal Time Adjustment
 
10%-20%
0% - < 1 year
20% - 1-2 years
25% - 2-3 years
30% - > 3 years
Multifamily Properties
 
Sales comparison approach
 
Bank Owned Discount
Appraisal Time Adjustment
 
10%-20%
0% - < 1 year
20% - 1-2 years
25% - 2-3 years
30% - > 3 years

 
31

 

SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 8 – Fair Value Measurements (continued)

The estimated fair values of the Company’s financial instruments are as follows (amounts in thousands):

   
Fair Value Measurements at June 30, 2012 Using:
 
   
Carrying Amount
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Financial assets:
                             
Cash and cash equivalents
  $ 20,717     $ 20,717     $ -     $ -     $ 20,717  
Available for sale investment securities
    51,584       -       50,337       1,247       51,584  
Federal Home Loan Bank Stock
    3,118       -       N/A       N/A       N/A  
Loans held for sale
    378       -       378       -       378  
Loans, net
    315,858       -       -       314,957       314,957  
Accrued interest receivable
    1,269       -       181       1,088       1,269  
                                         
Financial liabilities:
                                       
Deposits
    338,477       156,473       179,240       -       335,713  
Short term borrowings
    2,138       -       2,138       -       2,138  
Advances from Federal Home Loan Bank
    52,000       -       58,161       -       58,161  
Junior subordinated debentures
    10,310       -       -       4,581       4,581  
Accrued interest payable
    1,011       27       828       156       1,011  

   
December 31, 2011
 
   
Carrying
Amount
   
Fair
Value
 
Financial assets:
           
Cash and cash equivalents
  $ 18,037     $ 18,037  
Available for sale investment securities
    48,958       48,958  
    Federal Home Loan Bank Stock
    3,487       N/A  
Loans held for sale
    995       995  
Loans, net
    309,048       308,507  
   Accrued interest receivable
    1,329       1,329  
                 
Financial liabilities:
               
Deposits
    316,147       313,613  
Short term borrowings
    6,850       6,850  
Advances from Federal Home Loan Bank
    60,000       66,309  
Junior subordinated debentures
    10,310       4,502  
   Accrued interest payable
    700       700  

Valuation Methodologies – Assets and Liabilities not recorded at Fair Value

The following is a description of the valuation methodologies used for assets and liabilities that are not recorded at fair value, but whose fair value must be estimated and disclosed:

Cash and Cash Equivalents
 
The carrying amounts of cash and short-term instruments approximate fair values and are classified Level 1.
 
FHLB Stock
 
It is not practical to determine the fair value of FHLB stock due to restrictions placed on its transferability.
 
 
32

 
 
 SOUTHCOAST FINANCIAL CORPORATION

Notes to Condensed Consolidated Financial Statements
(Unaudited)

Note 8 – Fair Value Measurements (continued)

Loans

Fair values of loans, excluding loans held for sale, are estimated as follows:  For variable rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values, resulting in a Level 3 classification. Fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality, resulting in a Level 3 classification.  Impaired loans are valued at the lower of cost or fair value as described previously. The methods utilized to estimate the fair values of loans do not necessarily represent an exit price.

The fair values of loans held for sale are estimated based upon binding contracts and quotes from third party investors, resulting in a Level 2 classification.

Deposits

The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amount), resulting in a Level 1 classification. The carrying amounts of variable rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date, resulting in a Level 1 classification. Fair values for fixed rate certificates of deposit are estimated using a discounted cash flows calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits, resulting in a Level 2 classification.

Short-term Borrowings

The carrying amounts of federal funds purchased, borrowings under repurchase agreements, and other short-term borrowings, generally maturing within ninety days, approximate their fair values, resulting in a Level 2 classification.

Other Borrowings

The fair values of the Company’s long-term borrowings are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements, resulting in a Level 2 classification.

The fair values of the Company’s Subordinated Debentures are estimated using discounted cash flow analyses based on the current borrowing rates for similar types of borrowing arrangements, resulting in a Level 3 classification.
 
Accrued Interest Receivable/Payable

The carrying amounts of accrued interest are assigned Levels 1, 2, or 3 classifications commensurate with the assets or liabilities to which they are associated.

Off-balance Sheet Instruments
 
 Fair values for off-balance sheet, credit-related financial instruments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. The fair value of commitments is not material.

 
33

 

SOUTHCOAST FINANCIAL CORPORATION
 
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion and analysis should be read in conjunction with the financial statements and related notes appearing herein and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.  Results of operations for the period ending June 30, 2012 are not necessarily indicative of the results to be attained for any other period.
 
This Report on Form 10-Q may contain forward-looking statements relating to such matters as anticipated financial performance, business prospects, technological developments, new products and similar matters. All statements that are not historical facts are "forward-looking statements." The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. In order to comply with terms of the safe harbor, the Company notes that a variety of factors could cause the Company's actual results and experience to differ materially from the anticipated results or other expectations expressed in the Company's forward-looking statements. Forward-looking statements include statements with respect to management's beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond the Company's control, and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. These forward-looking statements can be identified through use of words such as "may," "will," "anticipate," "assume," "should," "indicate," "would," "believe," "contemplate," "expect," "seek," "estimate," "continue," "plan," "point to," "project," “projection,” "predict," "could," "intend," "target," "potential," and other similar words and expressions of the future. These forward-looking statements may not be realized due to a variety of factors, including, without limitation:

o
future economic and business conditions;
o
lack of sustained growth and disruptions in the economy of the Greater Charleston area, including, but not limited to, continued falling real estate values and increasing levels of unemployment;
o
government monetary and fiscal policies;
o
the effects of changes in interest rates on the levels, composition and costs of deposits, loan demand, and the values of loan collateral, securities, and interest sensitive assets and liabilities;
o
the effects of competition from a wide variety of local, regional, national and other providers of financial, investment, and insurance services;
o
the effects of credit rating downgrades on the value of investment securities issued or guaranteed by various governments and government agencies, including the United States of America;
o
credit risks;
o
higher than anticipated levels of defaults on loans;
o
perceptions by depositors about the safety of their deposits;
o
the failure of assumptions underlying the establishment of the allowance for loan losses and other estimates, including the value of collateral securing loans;
o
changes in assumptions underlying allowances on deferred tax assets;
o
changes in assumptions underlying, or accuracy of, analysis relating to other-than-temporary impairment of assets;
accuracy of fair value measurements and the methods and assumptions used to estimate fair value;
o
the risks of opening new offices, including, without limitation, the related costs and time of building customer relationships and integrating operations as part of these endeavors and the failure to achieve expected gains, revenue growth and/or expense savings from such endeavors;
o
changes in laws and regulations, including tax, banking and securities laws and regulations and deposit insurance assessments;
o
the effect of agreements with regulatory authorities, which restrict various activities and impose additionaladministrative requirements without commensurate benefits;
o
changes in the requirements of regulatory agencies;
o
changes in accounting policies, rules and practices;
o
changes in technology or products may be more difficult or costly, or less effective than anticipated;
o
the effects of war or other conflicts, acts of terrorism or other catastrophic events that may affect general economic conditions and economic confidence;
o
ability to continue to weather the current economic downturn;
o
loss of consumer or investor confidence; and
o
other factors and information described in any of the reports that we file with the Securities and ExchangeCommission under the Securities Exchange Act of 1934.

 
34

 
 
SOUTHCOAST FINANCIAL CORPORATION

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

All forward-looking statements are expressly qualified in their entirety by this cautionary notice.  The Company has no obligation, and does not undertake, to update, revise or correct any of the forward-looking statements after the date of this report.  The Company has expressed its expectations, beliefs, and projections in good faith and believes they have a reasonable basis. However, there is no assurance that these expectations, beliefs or projections will result or be achieved or accomplished.

Results of Operations

The Company’s net income for the six months ended June 30, 2012 was $1.7 million or $0.33 per basic share, compared to a net loss of $8.7 million, or $1.65 per basic share, for the six months ended June 30, 2011.  The average number of basic shares outstanding for the six months ended June 30, 2012 was 5,321,578 compared to 5,275,558 for the six months ended June 30, 2011.

The Company’s net income for the three months ended June 30, 2012 was $503,000, or $0.09 per basic share, compared to net loss of $8.1 million, or $1.54 per basic share, for the three months ended June 30, 2011. The average number of basic shares outstanding for the three months ended June 30, 2012 was 5,326,577 compared to 5,280,925 for the three months ended June 30, 2011.

Net Interest Income

Net interest income is the difference between the interest earned on interest earning assets and the interest paid for funds acquired to support those assets, and is the principal source of the Company’s earnings.  Net interest income was $6.5 million for the six months ended June 30, 2012, compared to $6.6 million for the six months ended June 30, 2011. Net interest income was $3.3 million for the three months ended June 30, 2012, compared to $3.3 million for the three months ended June 30, 2011.

Changes that affect net interest income include changes in the average rate earned on interest earning assets, changes in the average rate paid on interest bearing liabilities, and changes in the volumes of interest earning assets and interest bearing liabilities.  The Company’s net interest income for the six months and three months ended June 30, 2012 and 2011 was approximately the same due to nearly equal declines in total interest income and total interest expense.  The decreases in interest income and interest expense were both driven by declines in volume and rates, though volume declines played a larger role in the decrease in interest income while rates played a larger role in the decrease in interest expense.

Average earning assets for the six months ended June 30, 2012 decreased 7.58 percent to $373.1 million from the $403.6 million reported for the six months ended June 30, 2011.  The decrease was attributable to decreases of $8.5 million in average loans and $22.1 million in average total investments, cash, and federal funds sold.  The decrease in average loans between the two periods was primarily due to loan chargeoffs and foreclosures during 2011, which totaled $9.3 million and $9.4 million, respectively.

Average interest bearing liabilities for the six months ended June 30, 2012 decreased 8.9 percent to $357.0 million from the $392.0 million reported for the six months ended June 30, 2011.  The decrease was attributable to decreases of $42.4 million and $5.7 million in average time deposits and average other borrowings, respectively.  These decreases were partially offset by an increase of $13.1 million in average savings and transaction accounts.  The decrease in average time deposits was attributable to a decrease of $24.9 million in average retail time deposits, and a decrease of $17.5 million  in average brokered and wholesale time deposits.  The decrease in average other borrowings was primarily attributable to decreases of $1.9 million and $3.8 million in average Federal Home Loan Bank Borrowings and average retail repurchase agreements, respectively.  These changes in the funding mix are consistent with the Company’s efforts to build its core deposits while reducing its reliance on wholesale funding sources and retail time deposits.
 
 
35

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Net Interest Income(continued)

The following table compares the average balances, yields and rates for the interest sensitive segments of the Company’s balance sheets for the six months ended June 30, 2012 and 2011.
 
(Dollars in thousands)
   
For the six months ended
   
For the six months ended
 
   
June 30, 2012
   
June 30, 2011
 
   
Average Balance
   
Income/Expense
   
Yield/Rate(1)
   
Average Balance
   
Income/Expense
   
Yield/Rate(1)
 
Assets
                                   
Cash and Federal funds sold
  $ 14,384     $ 16       0.23 %   $ 15,910     $ 17       0.22 %
Investments – taxable
    47,840       529       2.22       62,474       852       2.75  
Investments - nontaxable (2)
    6,115       122       4.02       12,030       246       4.13  
Total investments and federal funds sold
    68,339       667       1.96       90,414       1,115       2.49  
Loans (3)(4)
    304,718       8,377       5.51       313,240       8,965       5.75  
Total earning assets/interest income
    373,057         9,044       4.86 %     403,654        10,080       5.02 %
Other assets
    59,004                       68,175                  
Total assets
  $ 432,061                     $ 471,829                  
Liabilities
                                               
Savings and transaction accounts
  $ 111,687       375       0.67 %   $ 98,635       634       1.30 %
Time deposits
    176,942       1,005       1.14       219,333       1,667       1.53  
Other borrowings
    58,034       1,080       3.73       63,692       1,120       3.55  
Subordinated debt
    10,310       103       2.00       10,310       91       1.77  
Total interest bearing liabilities/interest expense
    356,973       2,563       1.44       391,970       3,512       1.81  
Non-interest bearing liabilities
    43,432                       33,791                  
Total liabilities
    400,405       2,563       1.28       425,761       3,512       1.66  
Equity
    31,656                       46,068                  
Total liabilities and equity
  $ 432,061                     $ 471,829                  
Net interest income/margin (5)
          $ 6,481       3.48 %           $ 6,568       3.27 %
Net interest spread (6)
                    3.42 %                     3.22 %
 
(1)
Annualized
(2)
Yield is not calculated on a tax equivalent basis due to the full valuation allowance on the deferred tax asset.
(3)
Does not include nonaccruing loans.
(4)
Income includes loan fees of $394,000 in 2012 and $369,000 in 2011.
(5)
Net interest income divided by total earning assets.
(6)
Total interest earning assets yield less interest bearing liabilities rate.
 
 
36

 
 
SOUTHCOAST FINANCIAL CORPORATION
 
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Net Interest Income(continued)

As shown above, for the six months ended June 30, 2012 the average yield on earning assets was 4.86 percent, while the average cost of interest bearing liabilities was 1.44 percent.  For the six months ended June 30, 2011 the average yield on earning assets was 5.02 percent and the average cost of interest-bearing liabilities was 1.81 percent.  The decrease in the asset yields and average rates paid is due to market rate decreases over the last year.  The net interest margin was 3.48 percent and 3.27 percent for the six months ended June 30, 2012 and 2011, respectively.  The increase in the net interest margin is primarily attributable to a relatively minor $87,000 decrease in net interest income accompanied by a $30.6 million decrease in average interest earning assets between the two periods.  The decrease in net interest income was the result of a $1.0 million decrease in interest income, partially offset by a $949,000 decrease in interest expense.  The decrease in interest expense was driven by maturities of higher cost time deposits and other borrowings and the partial replacement of these time deposits and other borrowings with core deposits consisting of lower cost savings and transaction accounts.

Average earning assets for the three months ending June 30, 2012 decreased 7.31 percent to $378.6 million from the $408.5 million reported for the three months ending June 30, 2011. The decrease was attributable to decreases of $25.1 million and $4.8 million in average investments and federal funds sold and average loans, respectively.

Average interest bearing liabilities for the three months ending June 30, 2012 decreased 8.8 percent to $357.2 million from the $391.8 million reported for the three months ending June 30, 2011. The change was due to decreases in average time deposits and other borrowings of $38.4 million and $5.9 million, respectively between the two periods, partially offset by an increase in average savings and transaction accounts of $9.7 million.

 
37

 

SOUTHCOAST FINANCIAL CORPORATION

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Net Interest Income(continued)

The following table compares the average balances, yields and rates for the interest sensitive segments of the Company’s balance sheets for the three months ended June 30, 2012 and 2011.
 
(Dollars in thousands)
   
For the three months ended
   
For the three months ended
 
   
June 30, 2012
   
June 30, 2011
 
   
Average Balance
   
Income/Expense
   
Yield/Rate(1)
   
Average Balance
   
Income/Expense
   
Yield/Rate(1)
 
Assets
                                   
Cash and Federal funds sold
  $ 15,886     $ 10       0.26 %   $ 18,150     $ 11       0.23 %
Investments – taxable
    49,955       292       2.34       66,533       462       2.79  
Investments - nontaxable (2)
    5,588       55       3.98       11,798       123       4.19  
Total investments and federal funds sold
    71,429       357       2.01       96,481       596       2.48  
Loans (3)(4)
    307,213       4,222       5.51       312,005       4,474       5.75  
Total earning assets/interest income
    378,642       4,579       4.85 %     408,486       5,070       4.98 %
Other assets
    57,717                       65,000                  
Total assets
  $ 436,359                     $ 473,486                  
Liabilities
                                               
Savings and transaction accounts
  $ 111,590       186       0.67 %   $ 101,887       329       1.30 %
Time deposits
    180,243       500       1.11       218,634       818       1.50  
Other borrowings
    55,021       539       3.93       60,934       542       3.57  
Subordinated debt
    10,310       50       1.96       10,310       46       1.78  
Total interest bearing liabilities/interest expense
    357,164       1,275       1.43       391,765       1,735       1.78  
Non-interest bearing liabilities
    47,192                       35,465                  
Total liabilities
    404,356       1,275       1.27       427,230       1,735       1.63  
Equity
    32,003                       46,256                  
Total liabilities and equity
  $ 436,359                     $ 473,486                  
Net interest income/margin (5)
          $ 3,304       3.42 %           $ 3,335       3.27 %
Net interest spread (6)
                    3.42 %                     3.20 %
 
(1)
Annualized
(2)
Yield is not calculated on a tax equivalent basis due to the full valuation allowance on the deferred tax asset.
(3) 
Does not include nonaccruing loans.
(4) 
Income includes loan fees of $189,000 in 2012 and $175,000 in 2011.
(5) 
Net interest income divided by total earning assets.
(6) 
Total interest earning assets yield less interest bearing liabilities rate.

 
38

 

SOUTHCOAST FINANCIAL CORPORATION

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Net Interest Incomecontinued
As shown above, for the three months ended June 30, 2012 the average yield on earning assets was 4.85 percent, while the average cost of interest bearing liabilities was 1.43 percent.  For the three months ended June 30, 2011 the average yield on earning assets was 4.98 percent and the average cost of interest-bearing liabilities was 1.78 percent.  The decrease in the asset yields and average rates paid is due to market rate decreases over the last year.  The net interest margin was 3.42 percent and 3.27 percent for the three months ended June 30, 2012 and 2011, respectively.  The increase in the net interest margin is primarily attributable to a relatively minor $31,000 decrease in net interest income accompanied by a $29.8 million decrease in average interest earning assets between the two periods.  The decrease in net interest income was the result of a $491,000 decrease in interest income, partially offset by a $460,000 decrease in interest expense.  The decrease in interest expense was driven by maturities of higher cost time deposits and other borrowings and the partial replacement of these time deposits and other borrowings with core deposits consisting of lower cost savings and transaction accounts.

The following tables present changes in the Company’s net interest income which are primarily a result of changes in the volume and rates of its interest-earning assets and interest-bearing liabilities.

   
Analysis of Changes in Net Interest Income For the six months ended June 30, 2012 Versus six months ended June 30, 2011 (1)
 
   
Volume
   
Rate
   
Net Change
 
Interest income:
                 
                   
Cash and Federal funds sold
  $ (2 )   $ 1     $ (1 )
Investments - taxable
    (200 )     (123 )     (323 )
Investments - non taxable (2)
    (122 )     (2 )     (124 )
Total investments and federal funds sold
    (324 )     (124 )     (448 )
Net loans (3)(4)
    (245 )     (343 )     (588 )
Total interest income
    (569 )     (467 )     (1,036 )
Interest expense:
                       
Savings and transaction accounts
    84       (343 )     (259 )
Time deposits
    (324 )     (338 )     (662 )
Other borrowings
    (100 )     60       (40 )
Subordinated debt
            12       12  
Total interest expense
    (340 )     (609 )     (949 )
Net interest income
  $ (229 )   $ 142     $ (87 )

 
(1)
Changes in rate/volume have been allocated to each category on a consistent basis between rate and volume.
 
(2)
Yield is not calculated on a tax equivalent basis due to the full valuation allowance on the deferred tax asset.
 
(3)
Income includes loan fees of $394,000 in 2012 and $369,000 in 2011.
 
(4)
Does not include nonaccruing loans.
 
 
39

 
 
SOUTHCOAST FINANCIAL CORPORATION

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Net Interest Income(continued)

   
Analysis of Changes in Net Interest Income For the three months ended June 30, 2012 Versus three months ended June 30, 2011 (1)
 
   
Volume
   
Rate
   
Net Change
 
Interest income:
                 
                   
Cash and Federal funds sold
  $ (1 )   $ 1     $ (1 )
Investments - taxable
    (115 )     (55 )     (170 )
Investments - non taxable (2)
    (65 )     (2 )     (67 )
Total investments and federal funds sold
    (181 )     (57 )     (238 )
Net loans (3)(4)
    (69 )     (184 )     (253 )
Total interest income
    (250 )     (241 )     (491 )
Interest expense:
                       
Savings and transaction accounts
    31       (174 )     (143 )
Time deposits
    (144 )     (174 )     (318 )
Other borrowings
    (52 )     49       (3 )
Subordinated debt
            4       4  
Total interest expense
    (165 )     (295 )     (460 )
Net interest income
  $ (85 )   $ 54     $ (31 )

(1) 
Changes in rate/volume have been allocated to each category on a consistent basis between rate and volume.
(2) 
Yield is not calculated on a tax equivalent basis due to the full valuation allowance on the deferred tax asset.
(3)
Income includes loan fees of $189,000 in 2012 and $175,000 in 2011.
(4)
Does not include nonaccruing loans.

Noninterest Income and Expenses
 
Noninterest income for the six months ended June 30, 2012 was $1,531,000 compared to $1,655,000 for the six months ended June 30, 2011, a decrease of $124,000. This  decrease was primarily due to a decrease of $604,000 in gains on the sale of available for sale securities, which totaled $215,000 and $819,000 for the six months ended June 30, 2012 and 2011, respectively. The decrease in the Company’s noninterest income was partially offset by the recognition of $176,000 of other-than-temporary impairment on available for sale securities during the six months ended June 30, 2011, compared to no other-than-temporary impairment for the six months ended June 30, 2012.  Also offsetting the decrease in noninterest income were increases of $124,000 and $96,000 in gains on the sale of premises and equipment, and service fees on deposit accounts, respectively. The increase in service fees was attributable to a $13.0 million increase in average savings and interest bearing transaction accounts between the two periods.  Growth in these types of core deposit accounts commonly generates additional deposit fee income. Also offsetting the decrease in noninterest income was an $89,000 increase in other noninterest income between the two periods. This increase was primarily made up of a $60,000 increase in fees on loans sold, which totaled $90,000 and $30,000 for the six-month periods ended June 30, 2012 and 2011, respectively.

Noninterest expenses for the six months ended June 30, 2012 were $5.8 million, compared to $8.5 million for the six months ended June 30, 2011, a decrease of $2,678,000.  This decrease was primarily due to a $1.9 million decrease in impairment provisions and other expenses related to other real estate owned, net of rental income. These expenses totaled $370,000 and $2.3 million for the six months ended June 30, 2012 and 2011, respectively. Of the $1.9 million decrease, $1.7 million was related solely to impairment provisions.  Also contributing to the decrease in noninterest expenses was an $565,000 increase in gains on the sale of other real estate owned. These gains totaled $964,000 and $399,000 for the six months ended June 30, 2012 and June 30, 2011, respectively.  Of the $964,000 of gains for the six months ended June 30, 2012, $550,000 was related to the sale of one property.  The Company did not finance the purchase of this property for the buyer. Partially offsetting the decrease in noninterest expenses was a $123,000 increase in occupancy expenses.

 
40

 
 
SOUTHCOAST FINANCIAL CORPORATION

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operations - continued

Noninterest Income and Expenses – (continued)

Occupancy expenses totaled approximately $727,000 and $604,000 for the six months ended June 30, 2012 and 2011, respectively.

Noninterest income for the three months ended June 30, 2012 was approximately $625,000, compared to approximately $1,313,000 for the three months ended June 30, 2011, a decrease of approximately $688,000. The decrease was primarily due to a $797,000 decrease in gains on the sale of available for sale securities, partially offset by increases of $62,000 and $63,000 in service fees on deposit accounts and other income, respectively.

Noninterest expense for the three months ended June 30, 2012 was approximately $3,145,000, compared to approximately $5,047,000 for the three months ended June 30, 2011, a decrease of approximately $1,902,000. This decrease was primarily due to an approximate $1,986,000 decrease in impairment provisions and other expenses related to other real estate owned, offset by rental income from other real estate owned.

Income Taxes

For the period ended June 30, 2011, as referenced in Note 7 to the unaudited financial statements, due to its recent loss history and the potential negative impact of the economy on its future earnings, the Company provided for a full valuation allowance of its deferred tax asset. The gross amount of the Company’s deferred tax asset totaled approximately $8.6 million at June 30, 2012.  During the six months months ended June 30, 2012, the Company recorded expense of $39,000 related to South Carolina state income taxes.

Liquidity
 
Liquidity is the ability to meet current and future obligations through liquidation or maturity of existing assets or the acquisition of additional liabilities. Adequate liquidity is necessary to meet the requirements of customers for loans and deposit withdrawals in the most timely and economical manner. Some liquidity is ensured by maintaining assets which may be immediately converted into cash at minimal cost (amounts due from banks and federal funds sold). However, the most manageable sources of liquidity are composed of liabilities, with the primary focus of liquidity management being on the ability to obtain deposits within the Bank’s service area.  Core deposits (total deposits less certificates of deposit $250,000 or more, wholesale and brokered deposits) provide a relatively stable funding base, and were equal to 86.6% of total deposits as of June 30, 2012.  Asset liquidity is provided from several sources, including amounts due from banks and federal funds sold and funds from maturing loans. The Bank is a member of the Federal Home Loan Bank of Atlanta (”FHLBA”) and, as such has the ability to borrow against pledges of its 1-4 family residential mortgage loans and its commercial real estate loans.  Available borrowings under this line totaled $50.1 million at June 30, 2012.  The Company also has federal funds accommodations of $10 million with Alostar Bank of Commerce,  and $5 million with Center State Bank.  These accommodations may be withdrawn at any time at the sole discretion of these institutions.  Additionally, the Company has a borrowing line with the Federal Reserve Bank of Richmond’s discount window.  The Company has pledged its portfolios of construction and land development loans and commercial and industrial loans against this borrowing line.  Total available borrowings under this line were $35.1 million at June 30, 2012.

Loans
 
Gross loans totaled $324.5 million and $319.7 million at June 30, 2012 and December 31, 2011, respectively.  At June 30, 2012, the Company had $13.4 million of nonaccrual loans, and no loans 90 days past due and still accruing interest.  Of the nonaccruing loans, $12.5 million are secured by real estate.  The primary risk of loss on these loans is a potential deterioration of real estate collateral values.  At December 31, 2011, the Company had $21.3 million of nonaccrual loans and no loans 90 days past due and still accruing interest.  At June 30, 2011, the Company had $21.0 million of nonaccrual loans and $347,000 of loans 90 days past due and still accruing interest.  The allowance for loan losses was 2.66 percent of loans as of June 30, 2012, compared to 3.34 percent as of December 31, 2011 and 3.06 percent as of June 30, 2011.

For the six months ended June 30, 2012 the Company recorded a loan loss provision of $430,000 compared to a loan loss provision of $3.6 million during the first six months of 2011.  Loan loss provisions totaled $330,000 and $2.5 million for the three months ended June 30, 2012 and 2011, respectively.  Net loan chargeoffs for the six months ended June 30, 2012 totaled $2.5 million.  However, $1.3 million of these chargeoffs were for five loans already specifically reserved for in a prior period when charged off.  Additionally, due primarily to a $10.5 million decline in past due loans, the Company’s total general reserves declined by $836,000.  The need for future loan loss provisions will be influenced by loan delinquency levels, loan chargeoffs beyond what has already been provided for on individual loans, and the need for additional specific reserves on loans individually evaluated for impairment, among other factors.  In reviewing the adequacy of the allowance for loan losses at each quarter end, management takes into consideration the historical loan losses we experienced, current levels of past due loans by loan type, the historical severity of loan losses by loan type, loan to value exceptions present in our loan portfolio, and collateral values of impaired loans deemed to be collateral dependent.  In 2011, management adjusted the length of the historical loss period used from four years to one year in order to better reflect recent loss trends.  After charging off all known losses, management considers the allowance for loan losses adequate to cover its estimate of inherent losses in the loan portfolio as of June 30, 2012.
 
 
41

 
 
SOUTHCOAST FINANCIAL CORPORATION

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operationscontinued

Loans(continued)


For the six months ended June 30, 2012, net chargeoffs to average loans outstanding totaled 1.63% on an annualized basis while the allowance for loan losses to gross loans totaled 2.66% at June 30, 2012.

Management identifies and maintains a list of potential problem loans.  These are loans that are internally risk graded substandard or below but which are not included in nonaccrual status and are not past due 90 days or more.  A loan is added to the potential problem list when management becomes aware of information about possible credit problems of the borrower which raises serious doubts as to the ability of such borrower to comply with the current loan repayment terms.  The Company’s potential problem loans totaled $18.0 million and $13.9 million at June 30, 2012 and December 31, 2011, respectively.  The following chart summarizes the Company’s potential problem loans by type.
 
(Dollars in thousands)
   
June 30, 2012
   
December 31, 2011
 
             
Construction and Land Development
  $ 2,287     $ 3,035  
1 – 4 Family
    7,882       4,020  
Multifamily
    1,065       1,190  
Commercial Real Estate
    4,248       4,015  
Commercial and Industrial and Other
    2,511       1,634  
Total
  $ 17,993     $ 13,894  

As the majority of potential problem loans are real estate secured, management closely tracks the current values of real estate collateral when assessing the collectibility of these loans.

Other Real Estate Owned

Other real estate owned totaled approximately $9.9 million as of June 30, 2012, $9.3 million at December 31, 2011, and $8.9 million as of June 30, 2011, net of a valuation reserve. Sales of other real estate owned totaled approximately $6.4 million and $2.3 million for the six months ended June 30, 2012, and 2011, respectively.  Impairment charges on other real estate owned totaled approximately $303,000 and $2.0 million for the six months ended June 30, 2012, and 2011, respectively.

Deposits
 
Deposits increased $22.3 million during the first six months of 2012 to $338.5 million at June 30, 2012.  Included in this amount were increases of $12.4 million in noninterest bearing transaction accounts, and $12.3 million in time deposits, partially offset by a decrease of $832,000 in interest bearing transaction accounts, and a decrease of $1.5 million in savings and money market accounts.  The increase in noninterest bearing transaction accounts during the first six months of 2012 was primarily attributable to the conversion of a high balance repurchase agreement to a noninterest bearing transaction account. The balance of the account was $7.3 million at June 30, 2012. Brokered and wholesale time deposits totaled $34.4 million and $42.9 million at June 30, 2012 and December 31, 2011, respectively.

 
42

 

SOUTHCOAST FINANCIAL CORPORATION

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operationscontinued

Federal Home Loan Bank Borrowings

Other borrowings are primarily comprised of FHLBA advances. FHLBA advances are collateralized by pledged FHLBA stock and certain residential mortgage and commercial real estate loans. FHLBA advances outstanding at June 30, 2012 are summarized as follows:

Maturity
 
Rate
 
Balance
 
             
September 2013
    3.92 %   $ 2,000,000  
June 2014
    4.75 %     10,000,000  
October 2016
    4.25 %     5,000,000  
November 2016
    4.08 %     5,000,000  
January 2017
    4.35 %     5,000,000  
January 2017
    4.40 %     5,000,000  
January 2017
    4.46 %     5,000,000  
January 2017
    4.60 %     5,000,000  
March 2018
    2.33 %     5,000,000  
April 2018
    3.03 %     5,000,000  
                 
Balance
          $ 52,000,000  

Junior Subordinated Debentures

On August 5, 2005 Southcoast Capital Trust III (the "Capital Trust"),  a non-consolidated subsidiary of the Company, issued and sold  a total of 10,310 floating rate securities, with a $1,000 liquidation amount per security (the "Capital Securities").  Institutional buyers bought 10,000 of the Capital Securities denominated as preferred securities and the Company bought the other 310 Capital Securities which are denominated as common securities.  The proceeds of those sales, $10.3 million, were used by the Capital Trust to buy $10.3 million of junior subordinated debentures from the Company which are reported on its consolidated balance sheets.  The Capital Securities mature or are mandatorily redeemable upon maturity on September 30, 2035, or upon earlier optional redemption as provided in the indenture. The Company had the right to redeem the Capital Securities in whole or in part, on or after September 30, 2010.  See Note 9 to the consolidated financial statements for the year ended December 31, 2011, and the information set forth in Exhibit 13 under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Junior Subordinated Debentures” filed with our Form 10-K for the year ended December 31, 2011, for more information about the terms of the junior subordinated debentures.

Capital Resources
 
The Company’s total shareholders’ equity increased by approximately $1.7 million during the first six months of 2012, primarily due to net income of  $1.7 million, and  proceeds from stock issuances of approximately $31,000 pursuant to our Employee Stock Purchase Plan, offset by a decrease in other comprehensive income of approximately $89,000. The Company’s Tier 1 capital to average assets ratio was 10.17 percent as of  June 30, 2012 compared to 9.73 percent as of December 31, 2011.
 
 
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SOUTHCOAST FINANCIAL CORPORATION

Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of Operationscontinued

Capital Resourcescontinued
 
The Federal Reserve Board and other bank regulatory agencies require bank holding companies and financial institutions to maintain capital at adequate levels based on a percentage of assets and off-balance sheet exposures, adjusted for risk weights ranging from 0% to 100%. Under the risk-based standard, capital is classified into two tiers.  The Company’s and the Bank’s Tier 1 capital consists of common shareholders’ equity minus a portion of deferred tax assets plus, in the case of the Company, junior subordinated debt subject to certain limitations.  The Company’s and the Bank’s Tier 2 capital consists of the allowance for loan losses subject to certain limitations and, in the case of the Company, its junior subordinated debt in excess of 25% of its Tier 1 capital.  A bank holding company’s qualifying capital base for purposes of its risk-based capital ratio consists of the sum of its Tier 1 and Tier 2 capital.  The regulatory minimum requirements are 4% of average assets for Tier 1 and 8% of risk-weighted assets for total risk-based capital. The Company and the Bank are also required to maintain capital at a minimum level based on quarterly average assets, which is known as the leverage ratio.  These requirements are set by regulation and are shown in the table below which is applicable to all but the most highly-rated institutions that are not anticipating or experiencing significant growth and have well-diversified risk, including no undue interest rate risk exposure, excellent asset quality, high liquidity and good earnings.  The regulators may require individual bank holding companies and banks to maintain higher levels of capital depending on the regulators’ assessment of the risks faced by the bank holding company or the bank.  As of June 30, 2012, the Company and the Bank exceeded each of the capital requirements shown in the following table.
 
   
Capital Ratios
 
   
Actual
   
Well Capitalized Requirement
   
Adequately Capitalized Requirement
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
(Dollars in thousands)
                                   
The Bank
                               
 
 
Total capital (to risk-weighted assets)
  $ 44,837       13.66 %   $ 32,824       10.00 %   $ 26,259       8.00 %
Tier 1 capital (to risk-weighted assets)
    40,676       12.39 %     19,695       6.00 %     13,130       4.00 %
Tier 1 capital (to average assets)
    40,676       9.37 %     21,703       5.00 %     17,362       4.00 %
The Company
                                               
Total capital (to risk-weighted assets)
    48,135       14.57 %     N/A       N/A       26,437       8.00 %
Tier 1 capital (to risk-weighted assets)
    43,949       13.30 %     N/A       N/A       13,219       4.00 %
Tier 1 capital (to average assets)
    43,949       10.17 %     N/A       N/A       17,282       4.00 %

Off Balance Sheet Risk
 
The Company makes contractual commitments to extend credit and issues standby letters of credit in the ordinary course of its business activities.  These commitments are legally binding agreements to lend money to customers at predetermined interest rates for a specified period of time.  In addition to commitments to extend credit, the Company also issues standby letters of credit which are assurances to a third party that it will not suffer a loss if the customer fails to meet a contractual obligation to the third party.  At June 30, 2012, the Company had issued commitments to extend credit of approximately $18.6 million and standby letters of credit of approximately $377,000 through various types of commercial lending arrangements. Approximately $13.1 million of these commitments to extend credit had variable rates.  The following table sets forth the length of time until maturity for unused commitments to extend credit and standby letters of credit at June 30, 2012.
 
   
 
Within One Month
   
After One Through Three Months
   
After Three Through Twelve Months
   
Within One Year
   
Greater Than One Year
   
 
 
Total
 
                                     
Unused commitments to extend credit
  $ 1,960     $ 522     $ 5,392     $ 7,874     $ 10,713     $ 18,587  
Standby letters of credit
    -       225       20       245       132       377  
Totals
  $ 1,960     $ 747     $ 5,412     $ 8,119     $ 10,845     $ 18,964  

Based on historical experience, many of the commitments and letters of credit will expire unfunded.  Accordingly, the amounts shown in the table above do not necessarily reflect the Company’s need for funds in the periods shown.  Further, through its various sources of liquidity, the Company believes it will be able to fund these obligations as they arise.  The Company evaluates each customer’s credit worthiness on a case-by-case basis.  The amount of collateral obtained, if deemed necessary upon extension of credit, is based on the Company’s credit evaluation of the borrower.  Collateral varies but may include accounts receivable, inventory, property, plant and equipment, commercial and residential real estate.

 
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SOUTHCOAST FINANCIAL CORPORATION

Item 3. - Quantitative and Qualitative Disclosures About Market Risk.

Information about the Company’s exposure to market risk was disclosed in its Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the Securities and Exchange Commission on March 16, 2012.  There have been no material quantitative or qualitative changes in market risk exposure since the date of that filing.

Item 4. - Controls and Procedures.

Based on the evaluation required by 17 C.F.R. Sections 240.13a-15(b) or 240.15d-15(b) of the Company’s disclosure controls and procedures (as defined in 17 C.F.R. Section 240.13a-15(e) and 240.15d-15(e), the Company's chief executive officer and chief financial officer concluded that such controls and procedures, as of the end of the period covered by this quarterly report, were effective.

There has been no change in the Company’s internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 
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SOUTHCOAST FINANCIAL CORPORATION

PART II - OTHER INFORMATION

Item 5.  Exhibits

31-1 
Rule 13a-14(a) Certifications of CEO

31-2 
Rule 13a-14(a) Certifications of CFO

32 
Section 1350 Certification

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.


Date:           August 10, 2012
By:
/s/ L. Wayne Pearson
   
L. Wayne Pearson
   
Chief Executive Officer

Date:           August 10, 2012
By:
/s/ William C. Heslop
   
William C. Heslop
   
Chief Financial Officer

 
46

 
 
SOUTHCOAST FINANCIAL CORPORATION

Exhibit Index

31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.  This exhibit is not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 but is instead furnished as provided by applicable rules of the Securities and Exchange Commission.

101.INS**
XBRL Instance

101.SCH**
XBRL Taxonomy Extension Schema

101.CAL**
XBRL Taxonomy Extension Calculation

101.DEF**
XBRL Taxonomy Extension Definition

101.LAB**
XBRL Taxonomy Extension Labels

101.PRE**
XBRL Taxonomy Extension Presentation

**
XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended; is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended; and otherwise is not subject to liability under these sections.



47