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8-K/A - 8-K/A - SOUTH STATE Corpa13-21953_18ka.htm
EX-23.1 - EX-23.1 - SOUTH STATE Corpa13-21953_1ex23d1.htm

Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed consolidated financial statements are based on the separate historical financial statements of First Financial Holdings, Inc. (“SCBT” or the “Company”) and old First Financial Holdings, Inc. (“FFCH” or “First Financial”) after giving effect to 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 June 30, 2013 is presented as if the merger with FFCH had occurred on June 30, 2013.  The unaudited pro forma condensed consolidated income statements for the year ended December 31, 2012 and the six months ended June 30, 2013 are presented as if the merger had occurred on January 1, 2012 and January 1, 2013, respectively.  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 combined 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 not had sufficient time to completely evaluate the significant identifiable long-lived tangible and identifiable intangible assets of First Financial. 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 combined financial information. Certain reclassifications have been made to the historical financial statements of First Financial to conform to the presentation in SCBT’s financial statements.

 

A final determination of the acquisition consideration and fair values of First Financial’s assets and liabilities will be based on the actual net tangible and intangible assets of First Financial that existed as of the date of completion of the merger, which was July 26, 2013.  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 and amortization or accretion other fair value adjustment.

 

In connection with the plan to integrate the operations of SCBT and First Financial, 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 FFCH 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 $6.0 million are not included in the unaudited pro forma condensed consolidated income statements.

 



 

The actual amounts finally recorded for the completion of the merger may differ materially from the information presented in these unaudited pro forma condensed combined financial statements as a result of:

 

·                  net cash used or generated in First Financial’s operations between the signing of the merger agreement and completion of the merger;

 

·                  other changes in First Financial’s net assets that occurred prior to the completion of the merger, which could cause material differences in the information presented below; and

 

·                  changes in the financial results of the combined company, which could change the future discounted cash flow projections.

 

The unaudited pro forma condensed combined financial statements are provided for informational purposes only. The unaudited pro forma condensed combined 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 combined financial statements and related adjustments required management to make certain assumptions and estimates. The unaudited pro forma condensed combined financial statements should be read together with:

 

·                  the accompanying notes to the unaudited pro forma condensed combined financial statements;

 

·                  SCBT’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2012, included in SCBT’s Annual Report on Form 10-K for the year ended December 31, 2012;

 

·                  First Financial’s separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2012, included in First Financial’s Annual Report on Form 10-K for the year ended December 31, 2012;

 

·                  SCBT’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three and six months ended June 30, 2013, included in SCBT’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013;

 

·                  First Financial’s separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2013, included in First Financial’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 and as of and for the three and six months ended June 30, 2013, included in First Financial’s Current Report on Form 8-K filed on July 26, 2013;

 

·                  The Savannah Bancorp, Inc.’s (which we refer to as “Savannah”) separate unaudited historical consolidated financial statements and accompanying adjustments as of and for the nine months ended September 30, 2012, which have been previously filed with the SEC; and

 

·                  other information pertaining to SCBT, First Financial and Savannah contained in previous SEC filings.

 



 

The unaudited pro forma condensed combined balance sheet as of June 30, 2013 presents the consolidated financial position giving pro forma effect to the following transactions as if they had occurred as of June 30, 2013:

 

·                  the completion of SCBT’s acquisition of FFCH, including the issuance of 7,018,274 shares (based upon the number of shares outstanding of FFCH’s common stock as of July 26, 2013 and an exchange ratio of 0.4237 shares of SCBT for one FFCH share) of SCBT’s common stock;

 

·                  $6.0 million in direct transaction-related cost accrued for on the First Financial closing balance sheet, including professional fees; and

 

·                  the conversion of outstanding First Financial Series A Preferred Stock into SCBT Series A Preferred Stock.

 



 

SCBT FINANCIAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

 

 

 

SCBT

 

First Financial

 

 

 

 

 

 

 

 

 

Financial Corp.

 

Holdings, Inc. (FFCH)

 

Purchase

 

 

 

Pro Forma

 

 

 

6/30/2013

 

6/30/2013

 

Accounting

 

 

 

6/30/2013

 

 

 

(as reported)

 

(as reported)

 

Adjustments

 

 

 

Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents:

 

 

 

 

 

 

 

 

 

 

 

Cash and due from banks

 

$

157,362

 

$

56,001

 

$

(580

)

(z)

 

$

212,783

 

Interest-bearing deposits with banks

 

4,478

 

107,124

 

 

 

 

111,602

 

Federal funds sold and securities purchased under agreements to resell

 

274,641

 

 

 

 

 

274,641

 

Total cash and cash equivalents

 

436,481

 

163,125

 

(580

)

 

 

599,026

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

Securities held to maturity

 

12,427

 

14,467

 

1,245

 

(a)

 

28,139

 

Securities available for sale, at fair value

 

511,347

 

288,092

 

(2,946

)

(a)

 

796,493

 

Other investments

 

7,805

 

19,245

 

 

 

 

27,050

 

Total investment securities

 

531,579

 

321,804

 

(1,701

)

 

 

851,682

 

Loans held for sale

 

47,980

 

41,679

 

 

 

 

89,659

 

Loans:

 

 

 

 

 

 

 

 

 

 

 

Acquired

 

921,840

 

2,416,170

 

(132,359

)

(b)

 

3,205,651

 

Less allowance for acquired loan losses

 

(31,597

)

(43,227

)

43,227

 

(b)

 

(31,597

)

Non-acquired

 

2,665,595

 

 

 

 

 

2,665,595

 

Less allowance for non-acquired loan losses

 

(38,625

)

 

 

 

 

(38,625

)

Loans, net

 

3,517,213

 

2,372,943

 

(89,132

)

 

 

5,801,024

 

FDIC receivable for loss share agreements

 

104,048

 

47,822

 

2,263

 

(1), (c)

 

154,133

 

Other real estate owned (OREO)

 

68,628

 

 

8,897

 

(2), (d)

 

77,525

 

Premises and equipment, net

 

109,794

 

83,682

 

(3,731

)

(e)

 

189,745

 

Goodwill

 

100,193

 

 

206,367

 

(f)

 

306,560

 

Bank-owned life insurance

 

43,286

 

51,389

 

 

 

 

94,675

 

Mortgage servicing rights (MSRs)

 

 

 

17,687

 

(3)

 

17,687

 

Other intangible assets

 

23,159

 

7,165

 

26,233

 

(g), (h)

 

56,557

 

Deferred tax asset

 

37,746

 

 

30,777

 

(4), (i), (q)

 

68,523

 

Other assets

 

22,971

 

80,681

 

(32,284

)

(5), (j)

 

71,368

 

Total assets

 

$

5,043,078

 

$

3,170,290

 

$

164,796

 

 

 

$

8,378,164

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

 

 

 

 

 

Noninterest-bearing

 

$

1,046,537

 

$

439,177

 

$

 

 

 

$

1,485,714

 

Interest-bearing

 

3,136,432

 

2,105,691

 

7,040

 

(k)

 

5,249,163

 

Total deposits

 

4,182,969

 

2,544,868

 

7,040

 

 

 

6,734,877

 

Federal funds purchased and securities sold under agreements to repurchase

 

262,447

 

 

 

 

 

262,447

 

FHLB advances

 

 

233,000

 

21,834

 

(m)

 

254,834

 

Other borrowings

 

54,372

 

47,204

 

(1,000

)

(l)

 

100,576

 

Other liabilities

 

26,698

 

37,184

 

646

 

(6), (n), (r)

 

64,528

 

Total liabilities

 

4,526,486

 

2,862,256

 

28,520

 

 

 

7,417,262

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Preferred stock - $.01 par value; authorized 10,000,000 shares; no shares issued and outstanding

 

 

1

 

 

 

 

1

 

Common stock

 

42,580

 

224

 

17,322

 

(o), (s)

 

60,126

 

Surplus (Additional paid in capital)

 

 

 

 

 

 

 

 

 

 

 

Paid in capital - preferred stock

 

 

 

64,999

 

(7), (p)

 

64,999

 

Paid in capital - common stock

 

330,563

 

196,252

 

167,575

 

(7), (o), (s)

 

694,390

 

Retained earnings

 

153,040

 

218,392

 

(220,455

)

(o), (t)

 

150,977

 

Treasury stock, at cost

 

 

(103,563

)

103,563

 

(o)

 

 

Accumulated other comprehensive (loss)

 

(9,591

)

(3,272

)

3,272

 

(o)

 

(9,591

)

Total shareholders’ equity

 

516,592

 

308,034

 

136,276

 

 

 

960,902

 

Total liabilities and shareholders’ equity

 

$

5,043,078

 

$

3,170,290

 

$

164,796

 

 

 

$

8,378,164

 

 



 


Conforming reclassifications:

(1)         Represents FDIC clawback of $2.437 million reclassified from other liabilities to FDIC Receivable for loss share agreements.

(2)         Represents other real esate owned of $11.718 million reclassified from other assets.

(3)         Represents mortgage servicing rights of $17.687 million reclassified from other assets.

(4)         Represents deferred tax liability of $10.010 million recorded in other liabilities reclassified to deferred tax asset position for the combined pro forma company.

(5)         Represents OREO of $11.718 million, MSRs of $17.687 million, and deferred tax assets of $2.026 million reclassified to the respective lines.

(6)         Represents FDIC clawback of $2.437 million and deferred tax liability of $10.010 million reclassified to respective line in assets above.

(7)         Represents the amount of additional paid in capital from preferred stock of $64.720 million reclassified from paid in capital below.

Purchase Accounting Adjustments:

(z)          Adjustment reflects payment for in the money stock options and cash in lieu of fractional shares paid at closing.

(a)         Adjustment reflects marking the investment portfolio to fair value as of the acquisition date determined by using bid pricing.

(b)         Adjustment reflects the fair value adjustments based on the SCBT’s evaluation of the acquired loan portfolio, and the reversal of FFCH’s ALLL.

(c)          Adjustment reflects the fair value adjustments to the FDIC Indemnification Asset on FFCH’s covered loans and OREO.

(d)         Adjustment reflects the fair value adjustments to OREO based on the SCBT’s evaluation of the acquired OREO portfolio.

(e)          Adjustment reflects the estimated fair value adjustments to acquired premises (building and land) and equipment based on SCBT’s evaluation as of the acquisition date.

(f)           Adjustment reflects the goodwill generated as a result of the consideration paid being greater than the net assets acquired.

(g)          Adjustment reflects the recording of the core deposit intangible of $24.970 million on the acquired core deposit accounts.

(h)         Adjustment reflects the incremental intangible related to the client list of $4.548 million and the adjustment for the noncompetition intangible of $3.880 million.

(i)             Adjustment reflects the recording of the deferred tax asset generated by the net fair value adjustments (rate = 35.8%). (Includes $2.148 million deferred tax adjustment related to FFCH’s assumed liabilities of direct transaction costs and change in control accrual).

(j)            Adjustment reflects the fair value adjustment to write off the deferred issuance cost of the trust preferred securitites and AIR for loans.

(k)         Adjustment reflects fair value on interest-bearing deposits, which are expected to higher interest rates than similar deposits as of the acquisition date.

(l)             Adjustment reflects the fair value adjustment (discount) to the trust preferred securities of $1.0 million.

(m)     Adjustment reflects the fair value adjustment (premium) to the FHLB borrowings of $21.8 million.

(n)         Adjustment reflects $6.0 million in accrued transaction costs related to FFCH and an accrual of the $3.88 million in the non-compete liability.

(o)         Adjustment reflects the reversal of FFCH’s June 30, 2013 retained earnings, common stock, surplus, treasury stock and AOCI.

(p)         Adjustment reflects fair value adjustment to the preferred equity of FFCH of $279,000 (increase).

Proforma Adjustments:

(q)         Adjustment reflects deferred taxes related to SCBT’s portion of the direct transaction costs (35.8% of $3.2 million).

(r)            Adjustment reflects the accrual of SCBT’s direct transaction costs of $3.213 million.

(s)           Adjustment reflects the difference in par value of common stock from $0.01 at FFCH to $2.50 at SCBT of $17.546 million.

(t)            Adjustment for direct transaction costs of SCBT of $2.1 million, which is net of tax.

 



 

The following table summarizes the calculation of the preliminary purchase price and the allocation of the purchase price to the estimated fair value of assets and liabilities (in thousands, except per share data):

 

First Financial common shares converted at July 26, 2013

 

 

 

16,564

 

Price per share, based upon SCBT price of $54.34 as of July 25, 2013 close of business

 

 

 

$

23.02

 

Total pro forma purchase price from common stock

 

 

 

$

381,373

 

Cash in lieu of fractional shares and in the money stock options

 

 

 

579

 

First Financial preferred stock assumed

 

 

 

65,000

 

Total pro forma purchase price

 

 

 

$

446,953

 

 

 

 

 

 

 

Fair value of assets acquired:

 

 

 

 

 

Cash and cash equivalents

 

$

163,125

 

 

 

Investment securities

 

320,103

 

 

 

Loan, net and loans held for sale

 

2,325,490

 

 

 

FDIC receivable from loss share agreements

 

50,085

 

 

 

Other real estate owned

 

8,897

 

 

 

Premises & equipment

 

79,951

 

 

 

Mortgage servicing rights (MSRs)

 

17,687

 

 

 

Other intangible assets, including CDI, noncompete, and client list

 

33,398

 

 

 

Bank owned life insurance

 

51,389

 

 

 

Deferred tax asset, net

 

29,627

 

 

 

Other assets

 

48,397

 

 

 

Total assets

 

3,128,149

 

 

 

Fair value of liabilities assumed:

 

 

 

 

 

Deposits

 

2,551,908

 

 

 

Advances from FHLB

 

254,834

 

 

 

Other borrowings

 

46,204

 

 

 

Other liabilities

 

34,617

 

 

 

Total liabilities

 

2,887,563

 

 

 

Net assets acquired

 

 

 

240,586

 

 

 

 

 

 

 

Preliminary Pro Forma Goodwill

 

 

 

$

206,367

 

 

The unaudited pro forma condensed combined income statement for the six months ended June 30, 2013 presents the consolidated results of operations giving pro forma effect to the following transactions as if they had occurred as of January 1, 2013:

 

·                  two quarters of impact of First Financial’s income statement, including pro forma amortization and accretion of estimated purchase accounting adjustments on loans, deposits, other borrowings and intangible assets;

 

·                  the issuance of additional SCBT common stock applying the 0.4327 exchange ratio to the weighted-average shares outstanding of First Financial in determining EPS; and

 

·                  the payment of two quarters’ dividend with respect to the First Financial Series A Preferred Stock.

 



 

SCBT FINANCIAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

 

 

 

 

 

First Financial

 

 

 

 

 

 

 

 

 

SCBTFC

 

Holdings, Inc. (FFCH)

 

 

 

 

 

Proforma

 

 

 

6/30/2013

 

6/30/2013

 

Proforma

 

 

 

6/30/2013

 

 

 

(as reported)

 

(as reported)

 

Adjustments

 

 

 

Combined

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

106,199

 

$

72,899

 

$

226

 

(6)

 

$

179,324

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

4,257

 

3,719

 

 

 

 

7,976

 

Tax-exempt

 

2,381

 

529

 

 

 

 

2,910

 

Federal funds sold and securities purchased under agreements to resell

 

862

 

238

 

(156

)

(1)

 

944

 

Total interest income

 

113,699

 

77,385

 

70

 

 

 

191,154

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

3,023

 

6,036

 

(1,760

)

(7)

 

7,299

 

Federal funds purchased and securities sold under agreements to repurchase

 

251

 

 

 

 

 

251

 

Other borrowings

 

1,340

 

6,063

 

(3,111

)

(8)

 

4,292

 

Total interest expense

 

4,614

 

12,099

 

(4,871

)

 

 

11,842

 

Net interest income

 

109,085

 

65,286

 

4,941

 

 

 

179,312

 

Provision for loan losses

 

1,239

 

6,794

 

 

(9)

 

8,033

 

Net interest income after provision for loan losses

 

107,846

 

58,492

 

4,941

 

 

 

171,279

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

11,497

 

14,504

 

(6,284

)

(5)

 

19,717

 

Bankcard services income

 

8,138

 

 

6,284

 

(5)

 

14,422

 

Mortgage banking income

 

5,352

 

8,748

 

 

 

 

14,100

 

Trust and investment services income

 

4,752

 

3,749

 

 

 

 

8,501

 

Securities gains, net

 

 

(337

)

 

 

 

(337

)

Amortization of FDIC indemnification asset

 

(14,481

)

1,321

 

(7,215

)

(1), (3)

 

(20,375

)

Other

 

2,750

 

2,555

 

 

 

 

5,305

 

Total noninterest income

 

18,008

 

30,540

 

(7,215

)

 

 

41,333

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

46,998

 

32,468

 

 

 

 

79,466

 

Information services expense

 

6,184

 

 

1,979

 

(2)

 

8,163

 

OREO expense and loan related

 

5,922

 

3,052

 

 

(10)

 

8,974

 

Net occupancy expense

 

5,783

 

4,313

 

 

 

 

10,096

 

Furniture and equipment expense

 

4,783

 

4,460

 

 

 

 

9,243

 

Merger-related expense

 

2,823

 

 

 

(12)

 

2,823

 

Bankcard expense

 

2,400

 

 

1,823

 

(4)

 

4,223

 

FDIC assessment and other regulatory charges

 

2,320

 

1,072

 

 

 

 

3,392

 

Amortization of intangibles

 

2,056

 

960

 

2,062

 

(11)

 

5,078

 

Advertising and marketing

 

1,490

 

1,586

 

 

 

 

3,076

 

Professional fees

 

1,451

 

3,905

 

 

 

 

5,356

 

FDIC indemnification impairment

 

 

7,371

 

(7,371

)

(3)

 

 

Other

 

9,116

 

10,019

 

(3,802

)

(2), (4)

 

15,333

 

Total noninterest expense

 

91,326

 

69,206

 

(5,310

)

 

 

155,223

 

Earnings:

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

34,528

 

19,826

 

3,036

 

 

 

57,390

 

Provision for income taxes

 

11,347

 

6,675

 

1,032

 

(13)

 

19,054

 

Net income

 

23,181

 

13,151

 

2,003

 

 

 

38,335

 

Preferred stock dividends

 

 

1,625

 

 

 

 

1,625

 

Accretion on preferred stock discount

 

 

333

 

 

(14)

 

333

 

Net income available to common shareholders

 

$

23,181

 

$

11,193

 

$

2,003

 

 

 

$

36,377

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.38

 

 

 

 

 

 

 

$

1.53

 

Diluted

 

1.36

 

 

 

 

 

 

 

1.52

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per common share

 

$

0.36

 

 

 

 

 

 

 

$

0.36

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

16,804

 

16,537

 

7,007

 

(15)

 

23,811

 

Diluted

 

16,986

 

16,560

 

7,016

 

(15)

 

24,002

 

 



 


Pro forma adjustments:

(1) Reclassification of interest recorded on FDIC indemnification asset ($156,000) to noninterest income to conform with SCBT practices.

(2) Reclassification of certain information service related expenses to conform to SCBT practices from other non-interest expense and F&F expense.

(3) Reclassification of FDIC indemnification impairment ($7.371 million) to non-interest income to conform with SCBT practices.

(4) Reclassification of bankcard expenses to separate line to conform to SCBT practices from other non-interest expense.

(5) Reclassification of bankcard services income to separate line to conform to SCBT practices from service charges on deposit accounts.

(6) Adjusted loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.

(7) Adjustment reflects the amortization of CD premium based upon the scheduled maturities of the related deposits.

(8) Adjustment reflects the reduction in interest expense for the amortization of the premium ($3.211 million) recorded on FHLB advances assumed at January 1, 2013.  Adjustment reflects the increase in interest expense for the amortization of the discount ($0.1 million) recorded on subordinated debt (Trust Preferreds) assumed at January 1, 2013.

(9) With acquired loans recorded at fair value, the Company would expect to significantly reduce the provision for loan losses from FFCH, however no adjustment to the historic amount of FFCH provision for loan losses is reflected in these pro formas.

(10) 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 SCBT would forecast significantly lower expense for this line item, however, no adjustment has been made for the historic amounts of FFCH.

(11) Adjustment reflects the annual amortization of intangibles SL over 3 yrs, 10 yrs and 15 yrs for noncompete, CDI and the client list intangible.

(12) SCBT 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.  The merger related expense shown above was primarily from the Savannah conversion.

(13) Adjustment reflects 35.8% tax rate on additional net income.

(14) Preferred stock accretion is included, however, SCBT would expect this amount to be eliminated given the fair value of preferred stock would be valued at par (the redemption value).

(15) Adjustment reflects exchange ratio of 0.4237 multiplied times weighted average shares outstanding of FFCH for the first six months of 2013.

 

The unaudited pro forma condensed combined income statement for the year ended December 31, 2012 presents the consolidated results of operations giving pro forma effect to the following transactions as if they had occurred as of January 1, 2012:

 

·                  full year impact of Savannah’s income statement, including pro forma amortization and accretion of purchase accounting adjustments on loans, deposits, and intangible assets;

 

·                  full year impact of Peoples Bancorporation’s (which we refer to as “Peoples”) income statement, including pro forma amortization and accretion of purchase accounting adjustments on loans, deposits, and intangible assets;

 

·                  the issuance of additional SCBT common stock applying the 0.2503 exchange ratio to the weighted-average shares outstanding of Savannah in determining EPS and 0.1413 exchange ratio to the weighted-average shares outstanding of Peoples in determining EPS;

 

·                  full year impact of First Financial’s income statement, including pro forma amortization and accretion of estimated purchase accounting adjustments on loans, deposits, other borrowings, and intangible assets;

 

·                  the issuance of additional SCBT common stock applying the 0.4237 exchange ratio to the weighted-average shares outstanding of First Financial in determining EPS; and

 

·                  the payment of a 5% dividend with respect to the First Financial Series A Preferred Stock.

 



 

SCBT FINANCIAL CORPORATION AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Dollars in thousands, except per share data)

 

 

 

 

 

Peoples Bancorporation, Inc.

 

 

 

The Savannah Bancorp, Inc.

 

 

 

SCBTFC

 

First Financial

 

 

 

 

 

 

 

 

 

SCBTFC

 

Period from

 

Adjustments

 

 

 

Period from

 

Adjustments

 

 

 

Pro Forma

 

Holdings, Inc.

 

 

 

 

 

Proforma

 

 

 

12/31/2012

 

1/1/2012 to

 

1/1/2012 to

 

 

 

1/1/2012 to

 

1/1/2012 to

 

 

 

Totals for

 

12/31/2012

 

Pro Forma

 

 

 

12/31/2012

 

 

 

(as reported)

 

4/24/2012

 

4/24/2012

 

 

 

12/13/2012

 

12/13/2012

 

 

 

2012 transactions

 

(as reported)

 

Adjustments

 

 

 

Combined

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans, including fees

 

$

174,807

 

$

4,854

 

$

1,232

 

(a)

 

$

35,314

 

$

1,906

 

(k)

 

$

218,113

 

$

144,150

 

$

458

 

(6)

 

$

362,721

 

Investment securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxable

 

7,577

 

809

 

 

 

 

1,681

 

 

 

 

10,067

 

11,285

 

 

 

 

21,352

 

Tax-exempt

 

3,947

 

1,298

 

 

 

 

214

 

 

 

 

5,459

 

1,410

 

 

 

 

6,869

 

Federal funds sold and securities purchased under agreements to resell

 

1,157

 

7

 

 

 

 

222

 

 

 

 

1,386

 

420

 

(379

)

(1)

 

1,427

 

Total interest income

 

187,488

 

6,968

 

1,232

 

 

 

37,431

 

1,906

 

 

 

235,025

 

157,265

 

79

 

 

 

392,369

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

8,424

 

1,160

 

(485

)

(b)

 

4,858

 

(1,455

)

(l)

 

12,502

 

15,067

 

(3,520

)

(7)

 

24,049

 

Federal funds purchased and securities sold under agreements to repurchase

 

451

 

16

 

 

 

 

36

 

 

 

 

503

 

 

 

 

 

503

 

Other borrowings

 

2,219

 

 

 

 

 

1,189

 

(683

)

(m), (n)

 

2,725

 

13,947

 

(6,222

)

(8)

 

10,450

 

Total interest expense

 

11,094

 

1,176

 

(485

)

 

 

6,083

 

(2,138

)

 

 

15,730

 

29,014

 

(9,742

)

 

 

35,002

 

Net interest income

 

176,394

 

5,792

 

1,717

 

 

 

31,348

 

4,043

 

 

 

219,295

 

128,251

 

9,821

 

 

 

357,367

 

Provision for loan losses

 

13,619

 

210

 

 

(c)

 

11,080

 

 

(o)

 

24,909

 

20,136

 

 

(9)

 

45,045

 

Net interest income after provision for loan losses

 

162,775

 

5,582

 

1,717

 

 

 

20,268

 

4,043

 

 

 

194,386

 

108,115

 

9,821

 

 

 

312,322

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gains on acquisitions

 

 

 

 

 

 

 

 

 

 

 

13,889

 

 

(17)

 

13,889

 

Service charges on deposit accounts

 

23,815

 

431

 

 

 

 

1,299

 

 

 

 

25,545

 

30,532

 

 

 

 

56,077

 

Bankcard services income

 

14,173

 

321

 

 

 

 

937

 

 

 

 

15,431

 

971

 

 

 

 

16,402

 

Trust and investment services income

 

6,360

 

 

 

 

 

2,535

 

 

 

 

8,895

 

7,499

 

 

 

 

16,394

 

Mortgage banking income

 

12,622

 

238

 

 

 

 

225

 

 

 

 

13,085

 

17,855

 

 

 

 

30,940

 

Securities gains, net

 

189

 

1,092

 

 

 

 

21

 

 

 

 

1,302

 

3,374

 

 

 

 

4,676

 

Amortization of FDIC indemnification asset

 

(20,773

)

 

 

 

 

 

 

 

 

(20,773

)

 

(3,607

)

(1, 3)

 

(24,380

)

Other

 

4,897

 

874

 

 

 

 

704

 

 

 

 

6,475

 

2,313

 

 

 

 

8,788

 

Total noninterest income

 

41,283

 

2,956

 

 

 

 

5,722

 

 

 

 

49,961

 

76,433

 

(3,607

)

 

 

122,787

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

76,308

 

2,603

 

 

 

 

11,380

 

 

 

 

90,291

 

61,995

 

 

 

 

152,286

 

Net occupancy expense

 

9,817

 

341

 

5

 

(e)

 

2,230

 

 

 

 

12,393

 

9,747

 

 

 

 

22,140

 

OREO expense and loan related

 

12,003

 

346

 

 

(f)

 

5,309

 

 

(p)

 

17,658

 

8,249

 

 

(11)

 

25,907

 

Information services expense

 

11,092

 

97

 

 

 

 

1,716

 

 

 

 

12,905

 

 

6,766

 

(2, 4)

 

19,671

 

Furniture and equipment expense

 

9,115

 

387

 

 

 

 

1,403

 

 

 

 

10,905

 

7,867

 

(2,727

)

(4)

 

16,045

 

FHLB prepayment termination charge

 

 

 

 

 

 

 

 

 

 

 

8,525

 

 

 

 

8,525

 

Bankcard expense

 

4,062

 

 

 

 

 

32

 

 

 

 

4,094

 

 

3,415

 

(5)

 

7,509

 

FDIC indemnification impairment

 

 

 

 

 

 

 

 

 

 

 

3,986

 

(3,986

)

(3)

 

 

FDIC assessment and other regulatory charges

 

3,875

 

251

 

 

 

 

1,708

 

 

 

 

5,834

 

3,094

 

 

 

 

8,928

 

Advertising and marketing

 

2,735

 

116

 

 

 

 

224

 

 

 

 

3,075

 

3,296

 

 

 

 

6,371

 

Amortization of intangibles

 

2,172

 

 

110

 

(d), (g)

 

205

 

1,874

 

(q)

 

4,361

 

1,482

 

4,123

 

(12)

 

9,966

 

Professional fees

 

2,681

 

256

 

 

 

 

1,028

 

 

 

 

3,965

 

7,158

 

 

 

 

11,123

 

Merger-related expense

 

10,214

 

254

 

 

 

 

3,357

 

 

(r)

 

13,825

 

 

 

(13)

 

13,825

 

Other

 

14,824

 

1,560

 

 

 

 

4,315

 

 

 

 

20,699

 

20,946

 

(7,454

)

(2, 5)

 

34,191

 

Total noninterest expense

 

158,898

 

6,211

 

115

 

 

 

32,909

 

1,874

 

 

 

200,006

 

136,345

 

137

 

 

 

336,488

 

Earnings:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before provision for income taxes

 

45,160

 

2,327

 

1,603

 

 

 

(6,919

)

2,170

 

 

 

44,340

 

48,203

 

6,077

 

 

 

98,620

 

Provision for income taxes

 

15,128

 

170

 

574

 

(h)

 

12,144

 

777

 

(s)

 

28,793

 

19,390

 

2,176

 

(14)

 

50,358

 

Net income

 

30,032

 

2,157

 

1,029

 

 

 

(19,063

)

1,393

 

 

 

15,548

 

28,813

 

3,901

 

 

 

48,262

 

Preferred stock dividends

 

 

245

 

(245

)

(i)

 

 

 

 

 

 

3,250

 

 

 

 

3,250

 

Accretion on preferred stock discount

 

 

43

 

(43

)

(i)

 

 

 

 

 

 

637

 

 

(15)

 

637

 

Net income available to common shareholders

 

$

30,032

 

$

1,869

 

$

1,317

 

 

 

$

(19,063

)

$

1,393

 

 

 

$

15,548

 

$

24,926

 

$

3,901

 

 

 

$

44,375

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.04

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.93

 

$

1.51

 

 

 

 

 

$

1.87

 

Diluted

 

2.03

 

 

 

 

 

 

 

 

 

 

 

 

 

0.92

 

1.51

 

 

 

 

 

1.86

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per common share

 

$

0.69

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.69

 

$

0.20

 

 

 

 

 

$

0.69

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

14,698

 

 

 

312

 

(j)

 

 

 

1,714

 

(t)

 

16,724

 

16,527

 

7,002

 

(16)

 

23,726

 

Diluted

 

14,796

 

 

 

312

 

(j)

 

 

 

1,714

 

(t)

 

16,822

 

16,529

 

7,003

 

(16)

 

23,825

 

 



 


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 based upon the scheduled maturities of the related deposits.

(c) With acquired loans recorded at fair value, SCBT 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 SCBT 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 35.8%.

(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 multiplied times weighted average shares outstanding of Peoples (7.022 million shares) for the 115 days which shares would have been outstanding since January 1, 2012.

Savannah 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 the scheduled maturities of the related deposits.

(m) Adjustment reflects the reduction in interest expense for the repayment of FHLB advances and the note payable to Lewis Broadcasting at January 1, 2012.

(n) Adjustment for the amortization of discount recorded on Trust Preferred Securities assumed in the SAVB acquisition, $200,000.

(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 35.8% tax rate on additional net income.  During 2012, Savannah recorded a full valuation allowance of the deferred tax asset (reflected in the $12.144 million provision for income taxes). No adjustment has been reflected in this pro forma income statement.

(t) Adjustment reflects exchange ratio of 0.2503 multiplied times weighted average shares outstanding of Savannah (7.201 million shares) for the 348 days which shares would have been outstanding since January 1, 2012.

FFCH adjustments:

(1) Reclassification of interest recorded on FDIC indemnification asset to noninterest income to conform with SCBT practices.

(2) Reclassification of certain information service related expenses to conform to SCBT practices from other non-interest expense and F&F expense.

(3) Reclassification of FDIC indemnification impairment to non-interest income to conform with SCBT practices.

(4) Reclassification of information service expenses to separate line from F&F expense.

(5) Reclassification of bankcard expenses to separate line to conform to SCBT practices from other non-interest expense.

(6) Adjusted loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.

(7) Adjustment reflects the amortization of CD premium based upon the scheduled maturities of the related deposits.

(8) Adjustment reflects the increase in interest expense for the amortization of the discount ($200,000) related to FFCH trust preferred securities assumed at January 1, 2012. Adjustment reflects the decrease in interest expense related to the amortization of the premium for FHLB advances which totals $7.765 million for 2012 pro forma income statement.

(9) With acquired loans recorded at fair value, the Company would expect to significantly reduce the provision for loan losses from FFCH, however no adjustment to the historic amount of FFCH provision for loan losses is reflected in these pro formas.

(11) 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 SCBT would forecast significantly lower expense for this line item, however, no adjustment has been made for the historic amounts of FFCH.

(12) Adjustment reflects the annual amortization of intangibles SL over 3 yrs, 10 yrs and 15 yrs for noncompete, CDI and the client list intangible.

(13) SCBT 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.

(14) Adjustment reflects 35.8% tax rate on additional net income.

(15) Preferred stock accretion is included, however, SCBT would expect this amount to be eliminated given the fair value of preferred stock would be valued at par (the redemption value).

(16) Adjustment reflects exchange ratio of 0.4237 multiplied times weighted average shares outstanding of FFCH (16.527 million shares) for all of 2012.

(17) Gain on acquisition is not expected to occur going  forward, however, no adjustment has been made for the historic amount of FFCH.