Attached files
file | filename |
---|---|
8-K/A - 8-K/A - SOUTH STATE Corp | a13-5917_18ka.htm |
EX-23.1 - EX-23.1 - SOUTH STATE Corp | a13-5917_1ex23d1.htm |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF SCBT FINANCIAL CORPORATION AND THE SAVANNAH BANCORP, INC.
The following unaudited pro forma condensed consolidated financial statements are based on the separate historical financial statements of SCBT Financial Corporation (SCBT or the Company) and The Savannah Bancorp, Inc. (SAVB) after giving effect to the merger of SAVB with and into SCBT (the merger) and the issuance of SCBT common stock in connection therewith, and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2012 is presented as if the merger with SAVB had occurred on September 30, 2012. The unaudited pro forma condensed consolidated income statements for the year ended December 31, 2011 and the nine months ended September 30, 2012 are presented as if the merger had occurred on January 1, 2011. The historical consolidated financial information has been adjusted to reflect factually supportable items that are directly attributable to the merger and, with respect to the income statements only, expected to have a continuing impact on consolidated results of operations.
The unaudited pro forma condensed consolidated financial information has been prepared using the acquisition method of accounting for business combinations under accounting principles generally accepted in the United States. SCBT is the acquirer for accounting purposes. SCBT has recorded the significant identifiable long-lived tangible and identifiable intangible assets of SAVB; however, these are subject to change for a one-year period if material information which existed at the acquisition date previously unknown becomes known. Accordingly, the unaudited pro forma adjustments, including the allocations of the purchase price, are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed consolidated financial information. Certain reclassifications have been made to the historical financial statements of SAVB to conform to the presentation in SCBTs financial statements.
A final determination of the acquisition consideration and fair values of SAVBs assets and liabilities will be based on the actual net tangible and intangible assets of SAVB that existed as of the date of completion of the merger, which was December 13, 2012. Consequently, amounts preliminarily allocated to goodwill and identifiable intangibles could change from those allocations used in the unaudited pro forma condensed consolidated financial statements presented below and could result in a change in amortization of acquired intangible assets.
In connection with the plan to integrate the operations of SCBT and SAVB following the completion of the merger, SCBT will incur nonrecurring charges, such as costs associated with systems implementation, severance, and other costs related to exit or disposal activities. SCBT is not fully able to determine the timing, nature and amount of these charges as of the date of this filing. However, these charges will affect the results of operations of SCBT and SAVB upon the completion of the merger, in the period in which they are recorded. The unaudited pro forma condensed consolidated financial statements do not include the effects of the costs associated with any restructuring or integration activities resulting from the transaction, as they are nonrecurring in nature
and not factually supportable at the time that the unaudited pro forma condensed consolidated financial statements were prepared. Additionally, the unaudited pro forma adjustments do not give effect to any nonrecurring or unusual restructuring charges that may be incurred as a result of the integration of the two companies or any anticipated disposition of assets that may result from such integration. Transaction related expenses estimated at $10.1 million are not included in the unaudited pro forma condensed consolidated income statements.
The actual amounts recorded may differ materially from the information presented in these unaudited pro forma condensed consolidated financial statements as a result of:
· material and significant information becoming known that was previously not expected or known; and
· changes in the financial results of the combined company, which could change the future discounted cash flow projections.
The unaudited pro forma condensed consolidated financial statements are provided for informational purposes only. The unaudited pro forma condensed consolidated financial statements are not necessarily, and should not be assumed to be, an indication of the results that would have been achieved had the transaction been completed as of the dates indicated or that may be achieved in the future. The preparation of the unaudited pro forma condensed consolidated financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma condensed consolidated financial statements should be read together with:
· the accompanying notes to the unaudited pro forma condensed consolidated financial statements;
· SCBTs separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2011, included in SCBTs Annual Report on Form 10-K for the year ended December 31, 2011;
· SAVBs separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2011, included in the joint proxy statement/prospectus filed by SCBT pursuant to Rule 424(b)(3) on October 26, 2012 (the joint proxy statement/prospectus), beginning on page G-1;
· SCBTs separate unaudited historical consolidated financial statements and accompanying notes as of and for the three and nine months ended September 30, 2012 included in SCBTs Quarterly Report on Form 10-Q for the quarter ended September 30, 2012;
· SAVBs separate unaudited historical consolidated financial statements and accompanying notes as of and for the three and nine months ended September 30, 2012, included in SAVBs Quarterly Report on Form 10-Q for the quarter ended September 30, 2012; and
· other information pertaining to SCBT and SAVB contained in or, with respect to SCBT, incorporated by reference into the joint proxy statement/prospectus. See Selected Consolidated Historical Financial Data of SCBT and Selected Consolidated Historical Financial Data of SAVB included elsewhere in the joint proxy statement/prospectus.
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2012 presents the consolidated financial position giving pro forma effect to the following transactions as if they had occurred as of September 30, 2012:
· the completion of SCBTs acquisition of SAVB, including the issuance of 1,802,150 shares (based upon the number of shares outstanding of SAVBs common stock as of December 13, 2012 and an exchange ratio of 0.2503 shares of SCBT for one SAVB share) of SCBTs common stock;
· the redemption of SCBTs Federal Reserve stock in early July 2012 with the conversion from a national chartered financial institution to a non-member state chartered financial institution;
· the payment of $4.9 million in transaction related costs that were accrued on the SAVB closing balance sheet, including professional fees and an asset sale termination payment;
· the repayment of all FHLB advances, including any repayment fee and accrued interest, totaling approximately $13.8 million; and
· the repayment of the outstanding note payable and any unpaid and accrued interest to Lewis Broadcasting Corporation totaling approximately $7.8 million.
The unaudited pro forma condensed consolidated income statement for the nine months ended September 30, 2012 presents the consolidated results of operations giving pro forma effect to the completion of SCBTs investment in Peoples Bancorporation, Inc., which we refer to as Peoples, and the related redemption of its TARP preferred stock that occurred at the time of the investment, as if it had occurred as of January 1, 2012.
SCBT FINANCIAL CORPORATION AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF SEPTEMBER 30, 2012
(Dollars in thousands, except par value)
|
|
SCBTFC |
|
The Savannah Bancorp, Inc. |
|
Pro Forma |
| ||||||||||||||||
|
|
|
|
|
|
Purchase |
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
9/30/2012 |
|
9/30/2012 |
|
Accounting |
|
|
|
Proforma |
|
|
|
Proforma |
|
9/30/2012 |
| ||||||
|
|
(as reported) |
|
(as reported) |
|
Adjustments |
|
|
|
Adjustments |
|
|
|
SAVB |
|
Combined |
| ||||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash and due from banks |
|
$ |
105,851 |
|
$ |
11,906 |
|
$ |
|
|
|
|
$ |
(26,001 |
) |
(o), (p) |
|
$ |
(14,095 |
) |
$ |
91,756 |
|
Interest-bearing deposits with banks |
|
2,341 |
|
90,400 |
|
|
|
|
|
|
|
|
|
90,400 |
|
92,741 |
| ||||||
Federal funds sold and securities purchased under agreements to resell |
|
169,872 |
|
670 |
|
|
|
|
|
|
|
|
|
670 |
|
170,542 |
| ||||||
Total cash and cash equivalents |
|
278,064 |
|
102,976 |
|
|
|
|
|
(26,001 |
) |
|
|
76,975 |
|
355,039 |
| ||||||
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Securities held to maturity |
|
16,568 |
|
|
|
|
|
|
|
|
|
|
|
|
|
16,568 |
| ||||||
Securities available for sale, at fair value |
|
476,023 |
|
79,646 |
|
(1,288 |
) |
(a) |
|
|
|
|
|
78,358 |
|
554,381 |
| ||||||
Other investments |
|
7,996 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7,996 |
| ||||||
Total investment securities |
|
500,587 |
|
79,646 |
|
(1,288 |
) |
|
|
|
|
|
|
78,358 |
|
578,945 |
| ||||||
Loans held for sale |
|
71,585 |
|
|
|
|
|
|
|
|
|
|
|
|
|
71,585 |
| ||||||
Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Acquired |
|
520,991 |
|
685,195 |
|
(77,399 |
) |
(b) |
|
|
|
|
|
607,796 |
|
1,128,787 |
| ||||||
Less allowance for acquired loan losses |
|
(31,138 |
) |
(18,110 |
) |
18,110 |
|
(b) |
|
|
|
|
|
|
|
(31,138 |
) | ||||||
Non-acquired |
|
2,517,352 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,517,352 |
| ||||||
Less allowance for non-acquired loan losses |
|
(46,439 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(46,439 |
) | ||||||
Loans, net |
|
2,960,766 |
|
667,085 |
|
(59,289 |
) |
|
|
|
|
|
|
607,796 |
|
3,568,562 |
| ||||||
FDIC receivable for loss share agreements |
|
174,321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
174,321 |
| ||||||
Other real estate owned |
|
74,547 |
|
11,820 |
|
(5,315 |
) |
(c) |
|
|
|
|
|
6,505 |
|
81,052 |
| ||||||
Premises and equipment, net |
|
105,579 |
|
13,842 |
|
(1,843 |
) |
(d) |
|
|
|
|
|
11,999 |
|
117,578 |
| ||||||
Goodwill |
|
66,529 |
|
2,506 |
|
31,380 |
|
(e) |
|
|
|
|
|
33,886 |
|
100,415 |
| ||||||
Bank-owned life insurance |
|
35,785 |
|
6,664 |
|
|
|
|
|
|
|
|
|
6,664 |
|
42,449 |
| ||||||
Other intangible assets |
|
12,862 |
|
888 |
|
12,015 |
|
(f), (g) |
|
|
|
|
|
12,903 |
|
25,765 |
| ||||||
Deferred tax asset |
|
|
|
|
|
39,143 |
|
(h) |
|
|
|
|
|
39,143 |
|
39,143 |
| ||||||
Other assets |
|
44,607 |
|
10,840 |
|
(2,348 |
) |
(s) |
|
|
|
|
|
8,492 |
|
53,099 |
| ||||||
Total assets |
|
$ |
4,325,232 |
|
$ |
896,267 |
|
$ |
12,455 |
|
|
|
$ |
(26,001 |
) |
|
|
$ |
882,721 |
|
$ |
5,207,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Deposits: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Noninterest-bearing |
|
$ |
818,633 |
|
$ |
122,283 |
|
$ |
|
|
|
|
$ |
|
|
|
|
$ |
122,283 |
|
$ |
940,916 |
|
Interest-bearing |
|
2,770,665 |
|
655,844 |
|
2,530 |
|
(i) |
|
|
|
|
|
658,374 |
|
3,429,039 |
| ||||||
Total deposits |
|
3,589,298 |
|
778,127 |
|
2,530 |
|
|
|
|
|
|
|
780,657 |
|
4,369,955 |
| ||||||
Federal funds purchased and securities sold under agreements to repurchase |
|
226,330 |
|
14,206 |
|
|
|
|
|
|
|
|
|
14,206 |
|
240,536 |
| ||||||
Other borrowings |
|
45,807 |
|
30,628 |
|
(231 |
) |
(j) |
|
(21,151 |
) |
(o) |
|
9,246 |
|
55,053 |
| ||||||
Other liabilities |
|
29,873 |
|
5,435 |
|
6,657 |
|
(k) |
|
(2,460 |
) |
(p) (r) |
|
9,632 |
|
39,505 |
| ||||||
Total liabilities |
|
3,891,308 |
|
828,396 |
|
8,956 |
|
|
|
(23,611 |
) |
|
|
813,741 |
|
4,705,049 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Shareholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Preferred stock - $.01 par value; authorized 10,000,000 shares; no shares issued and outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Common stock |
|
37,785 |
|
7,201 |
|
(7,201 |
) |
(l) |
|
4,505 |
|
(q) |
|
4,505 |
|
42,290 |
| ||||||
Surplus |
|
263,569 |
|
48,681 |
|
22,689 |
|
(m) |
|
(4,505 |
) |
(q) |
|
66,865 |
|
330,434 |
| ||||||
Retained earnings (deficit) |
|
132,798 |
|
10,512 |
|
(10,512 |
) |
(l) |
|
(2,390 |
) |
(r) |
|
(2,390 |
) |
130,408 |
| ||||||
Treasury stock, at cost |
|
|
|
(1 |
) |
1 |
|
|
|
|
|
|
|
(0 |
) |
(0 |
) | ||||||
Accumulated other comprehensive (loss) |
|
(228 |
) |
1,478 |
|
(1,478 |
) |
(l) |
|
|
|
|
|
|
|
(228 |
) | ||||||
Total shareholders equity |
|
433,924 |
|
67,871 |
|
3,499 |
|
|
|
(2,390 |
) |
|
|
68,980 |
|
502,904 |
| ||||||
Total liabilities and shareholders equity |
|
$ |
4,325,232 |
|
$ |
896,267 |
|
$ |
12,455 |
|
|
|
$ |
(26,001 |
) |
|
|
$ |
882,721 |
|
$ |
5,207,953 |
|
Purchase Accounting Adjustments:
(a) Adjustment reflects marking the investment portfolio to fair value as of the acquisition date.
(b) Adjustment reflects the fair value adjustments based on the Companys evaluation of the acquired loan portfolio, and the reversal of SAVBs ALLL.
(c) Adjustment reflects the fair value adjustments to OREO based on the Companys evaluation of the acquired OREO portfolio.
(d) Adjustment reflects the fair value adjustments to acquired premises (land) based on the Companys evaluation as of the acquisition date.
(e) Adjustment reflects the goodwill generated as a result of the fair value of liabilities assumed exceeding the fair value of assets acquired.
(f) Adjustment reflects the recording of the core deposit intangible of $6.4 million on the acquired core deposit accounts.
(g) Adjustment reflects the incremental intangible related to the client list of Minis & Company (the RIA) of $3.2 million; and adjustment for noncompetition intangible totaling $3.3 million.
(h) Adjustment reflects the recording of the deferred tax asset generated by the net fair market value adjustments (rate = 35.8%) and reversal of DTA valuation allowance.
(i) Adjustment arises since the rates on interest-bearing deposits are higher than rates available on similar deposits as of the acquisition date.
(j) Adjustment reflects the estimated prepayment fee on FHLB advances that will be paid off at closing (a premium) and FMV adjustment on Trust preferred indebtedness ( a discount).
(k) Adjustment reflects known SAVB transaction cost including professional, proxy related, change in control, and asset sale temination fee.
(l) Adjustment reflects the reversal of Savannah Bancorps September 30, 2012 retained earnings, common stock and AOCI.
(m) Adjustment reflects the net impact of the purchase accounting adjustments.
(s) Accrued interest receivable written off due to fair valuation of acquired loans.
Proforma Adjustments:
(o) Adjustment for the repayment of SAVBs FHLB advances and note payable to Lewis Broadcasting.
(p) Adjustment for payment of termination fee related to asset sale of SAVB and other professional fees owed at closing.
(q) Adjustment reflects the difference in par value of common stock from $1.00 at SAVB to $2.50 at SCBT.
(r) Adjustment for accrual of direct transaction costs ($2.4 million) of SCBT related to the transaction.
SCBT FINANCIAL CORPORATION AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012
(Dollars in thousands, except per share data)
|
|
SCBTFC |
|
Peoples Bancorporation, Inc. |
|
|
|
The Savannah Bancorp, Inc. |
|
Proforma |
| |||||||||||||||
|
|
|
|
Period from |
|
Adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
9/30/2012 |
|
1/1/2012 to |
|
1/1/2012 to |
|
|
|
9/30/2012 |
|
Proforma |
|
|
|
SAVB |
|
9/30/2012 |
| |||||||
|
|
(as reported) |
|
4/24/2012 |
|
4/24/2012 |
|
|
|
(as reported) |
|
Adjustments |
|
|
|
Proforma |
|
Combined |
| |||||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Loans, including fees |
|
$ |
128,076 |
|
$ |
4,854 |
|
$ |
1,232 |
|
(a) |
|
$ |
28,341 |
|
$ |
918 |
|
(k) |
|
$ |
29,259 |
|
$ |
163,421 |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Taxable |
|
7,800 |
|
809 |
|
|
|
|
|
1,337 |
|
|
|
|
|
1,337 |
|
9,946 |
| |||||||
Tax-exempt |
|
576 |
|
1,298 |
|
|
|
|
|
178 |
|
|
|
|
|
178 |
|
2,052 |
| |||||||
Federal funds sold and securities purchased under agreements to resell |
|
773 |
|
7 |
|
|
|
|
|
236 |
|
|
|
|
|
236 |
|
1,016 |
| |||||||
Total interest income |
|
137,225 |
|
6,968 |
|
1,232 |
|
|
|
30,092 |
|
918 |
|
|
|
31,010 |
|
176,435 |
| |||||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Deposits |
|
6,736 |
|
1,160 |
|
(485 |
) |
(b) |
|
4,024 |
|
(1,139 |
) |
(l) |
|
2,886 |
|
10,297 |
| |||||||
Federal funds purchased and securities sold under agreements to repurchase |
|
341 |
|
16 |
|
|
|
|
|
509 |
|
(496 |
) |
(m) |
|
13 |
|
370 |
| |||||||
Other borrowings |
|
1,666 |
|
|
|
|
|
|
|
466 |
|
(236 |
) |
(n) |
|
230 |
|
1,896 |
| |||||||
Total interest expense |
|
8,743 |
|
1,176 |
|
(485 |
) |
|
|
4,999 |
|
(1,871 |
) |
|
|
3,129 |
|
12,563 |
| |||||||
Net interest income |
|
128,482 |
|
5,792 |
|
1,717 |
|
|
|
25,093 |
|
2,788 |
|
|
|
27,881 |
|
163,873 |
| |||||||
Provision for loan losses |
|
11,408 |
|
210 |
|
|
|
(c) |
|
11,080 |
|
|
|
(o) |
|
11,080 |
|
22,698 |
| |||||||
Net interest income after provision for loan losses |
|
117,074 |
|
5,582 |
|
1,717 |
|
|
|
14,013 |
|
2,788 |
|
|
|
16,801 |
|
141,175 |
| |||||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Gains on acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Service charges on deposit accounts |
|
17,501 |
|
431 |
|
|
|
|
|
1,026 |
|
|
|
|
|
1,026 |
|
18,958 |
| |||||||
Bankcard services income |
|
10,508 |
|
321 |
|
|
|
|
|
|
|
|
|
|
|
|
|
10,829 |
| |||||||
Trust and investment services income |
|
4,617 |
|
|
|
|
|
|
|
2,054 |
|
|
|
|
|
2,054 |
|
6,671 |
| |||||||
Mortgage banking income |
|
8,408 |
|
238 |
|
|
|
|
|
178 |
|
|
|
|
|
178 |
|
8,824 |
| |||||||
Securities gains, net |
|
61 |
|
1,092 |
|
|
|
|
|
21 |
|
|
|
|
|
21 |
|
1,174 |
| |||||||
Amortization of FDIC indemnification asset |
|
(14,226 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(14,226 |
) | |||||||
Other |
|
3,514 |
|
874 |
|
|
|
|
|
1,331 |
|
|
|
|
|
1,331 |
|
5,719 |
| |||||||
Total noninterest income |
|
30,383 |
|
2,956 |
|
|
|
|
|
4,610 |
|
|
|
|
|
4,610 |
|
37,949 |
| |||||||
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Salaries and employee benefits |
|
54,957 |
|
2,603 |
|
15 |
|
(d) |
|
8,769 |
|
|
|
|
|
8,769 |
|
66,344 |
| |||||||
Net occupancy expense |
|
7,347 |
|
341 |
|
5 |
|
(e) |
|
2,650 |
|
|
|
|
|
2,650 |
|
10,343 |
| |||||||
OREO expense and loan related |
|
8,782 |
|
346 |
|
|
|
(f) |
|
4,540 |
|
|
|
(p) |
|
4,540 |
|
13,668 |
| |||||||
Information services expense |
|
8,032 |
|
97 |
|
|
|
|
|
1,448 |
|
|
|
|
|
1,448 |
|
9,577 |
| |||||||
Furniture and equipment expense |
|
6,775 |
|
387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
7,162 |
| |||||||
FDIC assessment and other regulatory charges |
|
2,988 |
|
251 |
|
|
|
|
|
1,103 |
|
|
|
|
|
1,103 |
|
4,342 |
| |||||||
Advertising and marketing |
|
2,046 |
|
116 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,162 |
| |||||||
Amortization of intangibles |
|
1,606 |
|
|
|
95 |
|
(g) |
|
168 |
|
1,466 |
|
(q) |
|
1,634 |
|
3,335 |
| |||||||
Professional fees |
|
2,008 |
|
256 |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,264 |
| |||||||
Merger-related expense |
|
2,662 |
|
254 |
|
|
|
|
|
|
|
|
|
(r) |
|
|
|
2,916 |
| |||||||
Other |
|
13,556 |
|
1,560 |
|
|
|
|
|
4,371 |
|
|
|
|
|
4,371 |
|
19,487 |
| |||||||
Total noninterest expense |
|
110,759 |
|
6,211 |
|
115 |
|
|
|
23,049 |
|
1,466 |
|
|
|
24,515 |
|
141,600 |
| |||||||
Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Income before provision for income taxes |
|
36,698 |
|
2,327 |
|
1,603 |
|
|
|
(4,426 |
) |
1,322 |
|
|
|
(3,104 |
) |
37,524 |
| |||||||
Provision for income taxes |
|
12,576 |
|
170 |
|
545 |
|
(h) |
|
12,165 |
|
449 |
|
(s) |
|
12,614 |
|
25,905 |
| |||||||
Net income |
|
24,122 |
|
2,157 |
|
1,058 |
|
|
|
(16,591 |
) |
872 |
|
|
|
(15,719 |
) |
11,618 |
| |||||||
Preferred stock dividends |
|
|
|
245 |
|
(245 |
) |
(i) |
|
|
|
|
|
|
|
|
|
|
| |||||||
Accretion on preferred stock discount |
|
|
|
43 |
|
(43 |
) |
(i) |
|
|
|
|
|
|
|
|
|
|
| |||||||
Net income available to common shareholders |
|
$ |
24,122 |
|
$ |
1,869 |
|
$ |
1,346 |
|
|
|
$ |
(16,591 |
) |
$ |
872 |
|
|
|
$ |
(15,719 |
) |
$ |
11,618 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
$ |
1.67 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.67 |
| |||||
Diluted |
|
1.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
0.67 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Dividends per common share |
|
$ |
0.51 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
0.51 |
| |||||
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic |
|
14,484 |
|
7,022 |
|
992 |
|
(j) |
|
7,201 |
|
1,802 |
|
(t) |
|
|
|
17,279 |
| |||||||
Diluted |
|
14,573 |
|
7,033 |
|
994 |
|
(j) |
|
7,201 |
|
1,802 |
|
(t) |
|
|
|
17,369 |
|
Peoples adjustments:
( a ) Adjusted loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.
( b ) Adjustment reflects the amortization of CD premium on SYD methodology.
( c ) With acquired loans recorded at fair value, the Company would expect to significantly reduce the provision for loan losses from Peoples, however no adjustment to the historic amount of Peoples provision for loan losses is reflected in these pro formas.
( d ) Adjustment reflects the amortization of the intangible created by noncompete agreement over 2 year period.
( e ) Adjustment reflects incremental depreciation expense of assets acquired and marked up to fair value.
( f ) OREO and other foreclosed assets written down and the related carrying cost are included, and due to the recording of these assets at fair value, the company would forecast significantly lower expense for this line item, however, no adjustment has been made for the historic amounts of Peoples.
( g ) Adjustment reflects the annual amortization of intangibles SL over 10 years for CDI.
( h ) Adjustment reflects effective income tax rate of 34.00%.
( i ) Adjustment reflects the reversal of preferred dividend and related accretion since preferred stock assumed redeemed at January 1, 2012.
( j ) Adjustment reflects exchange ratio of 0.1413 times weighted average shares outstanding of Peoples.
SAVB Pro forma adjustments:
( k ) Adjusted loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.
( l ) Adjustment reflects the amortization of CD premium based upon an estimate of the maturities of the related deposits.
( m ) Adjustment reflects reduction in interest expense with the repayment of note payable to Lewis Broadcasting at 12/31/2011.
( n ) Adjustment reflects the reduction in interest expense for the repayment of FHLB advances at 12/31/2011.
( o ) With acquired loans recorded at fair value, the Company would expect to significantly reduce the provision for loan losses from SAVB, however no adjustment to the historic amount of SAVB provision for loan losses is reflected in these pro formas.
( p ) OREO and other foreclosed assets written down and the related carrying cost are included, and due to the recording of these assets at fair value, the company would forecast significantly lower expense for this line item, however, no adjustment has been made for the historic amounts of SAVB.
( q ) Adjustment reflects the annual amortization of intangibles SL over 3 yrs, 10 yrs and 15 yrs for noncompete, CDI and the client list intangible.
( r ) The Company expects to incur significant merger charges related to contract cancellations, severance, change in control and other merger related charges, however, these are not reflected in these pro forma income statements.
( s ) Adjustment reflects 34% tax rate on additional net income. Note that no adjustment has been made for the DTA valuation allowance of SAVB which totaled $13.8 million.
( t ) Adjustment reflects exchange ratio of 0.2503 times weighted average shares outstanding of SAVB.
The following table presents the unaudited pro forma condensed consolidated income statement for the year ended December 31, 2011 giving pro forma effect to the following transactions as if they had occurred as of January 1, 2011:
· full year impact of Peoples income statement, including pro forma amortization and accretion of purchase accounting adjustments on loans, deposits, and intangible assets;
· the redemption of Peoples TARP preferred stock;
· the issuance of additional SCBT common stock applying the 0.1413 exchange ratio to the weighted-average shares outstanding of Peoples shares in determining EPS;
· full year impact of SAVBs income statement, including pro forma amortization and accretion of purchase accounting adjustments on loans, deposits, other borrowings, and intangible assets; and
· the issuance of additional SCBT common stock applying the 0.2503 exchange ratio to the weighted-average shares outstanding of SAVB shares in determining EPS.
SCBT FINANCIAL CORPORATION AND SUBSIDIARY
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE YEAR ENDED DECEMBER 31, 2011
(Dollars in thousands, except per share data)
|
|
SCBTFC |
|
Peoples Bancorporation, Inc. |
|
|
|
Pro Forma |
|
The Savannah Bancorp, Inc. |
|
|
|
Pro Forma |
| |||||||||||||||||||||
|
|
12/31/2011 |
|
12/31/2011 |
|
Pro forma |
|
|
|
Peoples |
|
|
|
12/31/2011 |
|
12/31/2011 |
|
Pro forma |
|
|
|
SAVB |
|
|
|
12/31/2011 |
| |||||||||
|
|
(as reported) |
|
(as reported) |
|
Adjustments |
|
|
|
Pro forma |
|
|
|
Combined |
|
(as reported) |
|
Adjustments |
|
|
|
Pro forma |
|
|
|
Combined |
| |||||||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Loans, including fees |
|
$ |
162,205 |
|
$ |
18,508 |
|
$ |
3,911 |
|
(a) |
|
$ |
22,419 |
|
|
|
$ |
184,624 |
|
$ |
41,935 |
|
$ |
175 |
|
(l) |
|
$ |
42,110 |
|
|
|
$ |
226,735 |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Taxable |
|
7,641 |
|
3,999 |
|
|
|
|
|
3,999 |
|
|
|
11,640 |
|
2,663 |
|
|
|
|
|
2,663 |
|
|
|
14,303 |
| |||||||||
Tax-exempt |
|
854 |
|
2,387 |
|
|
|
|
|
2,387 |
|
|
|
3,241 |
|
257 |
|
|
|
|
|
257 |
|
|
|
3,498 |
| |||||||||
Federal funds sold and securities purchased under agreements to resell |
|
1,018 |
|
23 |
|
|
|
|
|
23 |
|
|
|
1,041 |
|
208 |
|
|
|
|
|
208 |
|
|
|
1,249 |
| |||||||||
Total interest income |
|
171,718 |
|
24,917 |
|
3,911 |
|
|
|
28,828 |
|
|
|
200,546 |
|
45,063 |
|
175 |
|
|
|
45,238 |
|
|
|
245,785 |
| |||||||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Deposits |
|
17,557 |
|
5,265 |
|
(1,190 |
) |
(b) |
|
4,075 |
|
|
|
21,632 |
|
8,016 |
|
(1,518 |
) |
(m) |
|
6,498 |
|
|
|
28,130 |
| |||||||||
Federal funds purchased and securities sold under agreements to repurchase |
|
527 |
|
75 |
|
|
|
|
|
75 |
|
|
|
602 |
|
821 |
|
(762 |
) |
(n) |
|
59 |
|
|
|
661 |
| |||||||||
Other borrowings |
|
2,182 |
|
1 |
|
|
|
|
|
1 |
|
|
|
2,183 |
|
651 |
|
(348 |
) |
(o) |
|
303 |
|
|
|
2,486 |
| |||||||||
Total interest expense |
|
20,266 |
|
5,341 |
|
(1,190 |
) |
|
|
4,151 |
|
|
|
24,417 |
|
9,488 |
|
(2,628 |
) |
|
|
6,860 |
|
|
|
31,277 |
| |||||||||
Net interest income |
|
151,452 |
|
19,576 |
|
5,101 |
|
|
|
24,677 |
|
|
|
176,129 |
|
35,575 |
|
2,803 |
|
|
|
38,378 |
|
|
|
214,508 |
| |||||||||
Provision for loan losses |
|
30,236 |
|
3,103 |
|
|
|
(c) |
|
3,103 |
|
|
|
33,339 |
|
20,035 |
|
|
|
(p) |
|
20,035 |
|
|
|
53,374 |
| |||||||||
Net interest income after provision for loan losses |
|
121,216 |
|
16,473 |
|
5,101 |
|
|
|
21,574 |
|
|
|
142,790 |
|
15,540 |
|
2,803 |
|
|
|
18,343 |
|
|
|
161,134 |
| |||||||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Gains on acquisitions |
|
16,529 |
|
|
|
|
|
|
|
|
|
|
|
16,529 |
|
|
|
|
|
|
|
|
|
|
|
16,529 |
| |||||||||
Service charges on deposit accounts |
|
22,654 |
|
1,371 |
|
|
|
|
|
1,371 |
|
|
|
24,025 |
|
1,458 |
|
|
|
|
|
1,458 |
|
|
|
25,483 |
| |||||||||
Bankcard services income |
|
11,721 |
|
107 |
|
|
|
|
|
107 |
|
|
|
11,828 |
|
|
|
|
|
|
|
|
|
|
|
11,828 |
| |||||||||
Trust and investment services income |
|
5,464 |
|
226 |
|
|
|
|
|
226 |
|
|
|
5,690 |
|
2,646 |
|
|
|
|
|
2,646 |
|
|
|
8,336 |
| |||||||||
Mortgage banking income |
|
6,271 |
|
517 |
|
|
|
|
|
517 |
|
|
|
6,788 |
|
183 |
|
|
|
|
|
183 |
|
|
|
6,971 |
| |||||||||
Securities gains, net |
|
323 |
|
330 |
|
|
|
|
|
330 |
|
|
|
653 |
|
763 |
|
|
|
|
|
763 |
|
|
|
1,416 |
| |||||||||
Net impairment losses recognized in earnings |
|
(115 |
) |
|
|
|
|
|
|
|
|
|
|
(115 |
) |
(1 |
) |
|
|
|
|
(1 |
) |
|
|
(116 |
) | |||||||||
Amortization of FDIC indemnification asset |
|
(10,135 |
) |
|
|
|
|
|
|
|
|
|
|
(10,135 |
) |
|
|
|
|
|
|
|
|
|
|
(10,135 |
) | |||||||||
Other |
|
2,407 |
|
1,657 |
|
|
|
|
|
1,657 |
|
|
|
4,064 |
|
1,597 |
|
|
|
|
|
1,597 |
|
|
|
5,661 |
| |||||||||
Total noninterest income |
|
55,119 |
|
4,208 |
|
|
|
|
|
4,208 |
|
|
|
59,327 |
|
6,646 |
|
|
|
|
|
6,646 |
|
|
|
65,973 |
| |||||||||
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Salaries and employee benefits |
|
68,937 |
|
7,964 |
|
45 |
|
(d) |
|
8,009 |
|
|
|
76,946 |
|
11,282 |
|
|
|
|
|
11,282 |
|
|
|
88,228 |
| |||||||||
Net occupancy expense |
|
9,674 |
|
1,929 |
|
15 |
|
(e) |
|
1,944 |
|
|
|
11,618 |
|
3,683 |
|
|
|
|
|
3,683 |
|
|
|
15,301 |
| |||||||||
OREO expense and loan related |
|
14,354 |
|
2,777 |
|
|
|
(f) |
|
2,777 |
|
|
|
17,131 |
|
4,179 |
|
|
|
(q) |
|
4,179 |
|
|
|
21,310 |
| |||||||||
Information services expense |
|
10,512 |
|
205 |
|
|
|
|
|
205 |
|
|
|
10,717 |
|
1,708 |
|
|
|
|
|
1,708 |
|
|
|
12,425 |
| |||||||||
Furniture and equipment expense |
|
8,476 |
|
|
|
|
|
|
|
|
|
|
|
8,476 |
|
|
|
|
|
|
|
|
|
|
|
8,476 |
| |||||||||
FDIC assessment and other regulatory charges |
|
4,573 |
|
1,182 |
|
|
|
|
|
1,182 |
|
|
|
5,755 |
|
1,303 |
|
|
|
|
|
1,303 |
|
|
|
7,058 |
| |||||||||
Advertising and marketing |
|
2,729 |
|
237 |
|
|
|
|
|
237 |
|
|
|
2,966 |
|
|
|
|
|
|
|
|
|
|
|
2,966 |
| |||||||||
Amortization of intangibles |
|
1,991 |
|
|
|
284 |
|
(g) |
|
284 |
|
|
|
2,275 |
|
224 |
|
1,955 |
|
(r) |
|
2,179 |
|
|
|
4,454 |
| |||||||||
Professional fees |
|
1,473 |
|
503 |
|
|
|
|
|
503 |
|
|
|
1,976 |
|
|
|
|
|
|
|
|
|
|
|
1,976 |
| |||||||||
Merger-related expense |
|
3,198 |
|
|
|
|
|
(h) |
|
|
|
|
|
3,198 |
|
|
|
|
|
(s) |
|
|
|
|
|
3,198 |
| |||||||||
Other |
|
17,061 |
|
2,640 |
|
|
|
|
|
2,640 |
|
|
|
19,701 |
|
3,874 |
|
|
|
|
|
3,874 |
|
|
|
23,575 |
| |||||||||
Total noninterest expense |
|
142,978 |
|
17,437 |
|
344 |
|
|
|
17,781 |
|
|
|
160,759 |
|
26,253 |
|
1,955 |
|
|
|
28,208 |
|
|
|
188,967 |
| |||||||||
Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Income before provision for income taxes |
|
33,357 |
|
3,244 |
|
4,758 |
|
|
|
8,002 |
|
|
|
41,359 |
|
(4,067 |
) |
848 |
|
|
|
(3,219 |
) |
|
|
38,140 |
| |||||||||
Provision for income taxes |
|
10,762 |
|
301 |
|
1,618 |
|
(i) |
|
1,919 |
|
|
|
12,681 |
|
(1,895 |
) |
288 |
|
(t) |
|
(1,607 |
) |
|
|
11,074 |
| |||||||||
Net income |
|
22,595 |
|
2,943 |
|
3,140 |
|
|
|
6,083 |
|
|
|
28,678 |
|
(2,172 |
) |
560 |
|
|
|
(1,612 |
) |
|
|
27,066 |
| |||||||||
Preferred stock dividends |
|
|
|
690 |
|
(690 |
) |
(j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Accretion on preferred stock discount |
|
|
|
134 |
|
(134 |
) |
(j) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Net income available to common shareholders |
|
$ |
22,595 |
|
$ |
2,119 |
|
$ |
3,964 |
|
|
|
$ |
6,083 |
|
|
|
$ |
28,678 |
|
$ |
(2,172 |
) |
$ |
560 |
|
|
|
$ |
(1,612 |
) |
|
|
$ |
27,066 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Basic |
|
$ |
1.65 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1.79 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1.64 |
| ||||||
Diluted |
|
1.63 |
|
|
|
|
|
|
|
|
|
|
|
1.78 |
|
|
|
|
|
|
|
|
|
|
|
1.64 |
| |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Dividends per common share |
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
|
|
$ |
0.68 |
|
|
|
|
|
|
|
|
|
|
|
$ |
0.68 |
| ||||||
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||
Basic |
|
13,677 |
|
7,007 |
|
|
|
|
|
990 |
|
(k) |
|
14,667 |
|
7,201 |
|
|
|
|
|
1,802 |
|
(u) |
|
16,470 |
| |||||||||
Diluted |
|
13,751 |
|
7,047 |
|
|
|
|
|
996 |
|
(k) |
|
14,747 |
|
7,201 |
|
|
|
|
|
1,802 |
|
(u) |
|
16,549 |
|
Peoples Pro forma adjustments:
( a ) Adjusted loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.
( b ) Adjustment reflects the amortization of CD premium on SYD methodology.
( c ) With acquired loans recorded at fair value, the Company would expect to significantly reduce the provision for loan losses from Peoples, however no adjustment to the historic amount of Peoples provision for loan losses is reflected in these pro formas.
( d ) Adjustment reflects the amortization of the intangibles created by noncompete agreement over 2 year period.
( e ) Adjustment reflects incremental depreciation expense of assets acquired and marked to fair value.
( f ) OREO and other foreclosed assets written down and the related carrying cost are included, and due to the recording of these assets at fair value, the company would forecast significantly lower expense for this line item, however, no adjustment has been made for the historical amounts of Peoples.
( g ) Adjustment reflects the annual amortization of intangibles SL over 10 years for CDI.
( h ) The company expects to incur merger charges including contract cancellations, severance, conversion related cost and other merger-related charges, however, these have not been included in this pro forma income statement.
( i ) Adjustment reflects effective income tax rate of 34.00%.
( j ) Adjustment reflects the reversal of preferred dividend and related accretion since preferred stock assumed redeemed at January 1, 2011.
( k ) Adjustment reflects exchange ratio of 0.1413 times weighted average shares outstanding of Peoples.
SAVB Pro forma adjustments:
( l ) Adjusted loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.
( m ) Adjustment reflects the amortization of CD premium using a sum-of-the-years digit methodology.
( n ) Adjustment reflects reduction in interest expense with the repayment of note payble to Lewis Broadcasting at January 1, 2011.
( o ) Adjustment reflects the reduction in interest expense for the repayment of FHLB advances at January 1, 2011.
( p ) With acquired loans recorded at fair value, the Company would expect to significantly reduce the provision for loan losses from SAVB, however no adjustment to the historic amount of SAVB provision for loan losses is reflected in these pro formas.
( q ) OREO and other foreclosed asset write down and the related carrying cost are included in this line item, and due to the recording of these assets at fair value, the company would forecast significantly lower expense for this item, however, no adjustment has been made for the historic amounts of SAVB.
( r ) Adjustment reflects the annual amortization of intangibles SL over 3 yrs, 10 yrs and 15 yrs for noncompete, CDI and the client list intangible.
( s ) The Company expects to incur significant merger charges related to contract cancellations, severance, conversion cost and other merger related charges, however, these are not reflected in these pro forma income statements.
( t ) Adjustment reflects effective income tax rate of 34.00%.
( u ) Adjustment reflects exchange ratio of 0.2503 times weighted average shares outstanding of SAVB.