Attached files
file | filename |
---|---|
8-K/A - 8-K/A - SOUTH STATE Corp | a13-21953_18ka.htm |
EX-23.1 - EX-23.1 - SOUTH STATE Corp | a13-21953_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 SCBTs financial statements.
A final determination of the acquisition consideration and fair values of First Financials 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 Financials operations between the signing of the merger agreement and completion of the merger;
· other changes in First Financials 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;
· SCBTs separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2012, included in SCBTs Annual Report on Form 10-K for the year ended December 31, 2012;
· First Financials separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2012, included in First Financials Annual Report on Form 10-K for the year ended December 31, 2012;
· SCBTs separate unaudited historical consolidated financial statements and accompanying notes as of and for the three and six months ended June 30, 2013, included in SCBTs Quarterly Report on Form 10-Q for the quarter ended June 30, 2013;
· First Financials separate unaudited historical consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2013, included in First Financials 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 Financials 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 SCBTs acquisition of FFCH, including the issuance of 7,018,274 shares (based upon the number of shares outstanding of FFCHs common stock as of July 26, 2013 and an exchange ratio of 0.4237 shares of SCBT for one FFCH share) of SCBTs 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 SCBTs evaluation of the acquired loan portfolio, and the reversal of FFCHs ALLL.
(c) Adjustment reflects the fair value adjustments to the FDIC Indemnification Asset on FFCHs covered loans and OREO.
(d) Adjustment reflects the fair value adjustments to OREO based on the SCBTs evaluation of the acquired OREO portfolio.
(e) Adjustment reflects the estimated fair value adjustments to acquired premises (building and land) and equipment based on SCBTs 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 FFCHs 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 FFCHs 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 SCBTs portion of the direct transaction costs (35.8% of $3.2 million).
(r) Adjustment reflects the accrual of SCBTs 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 Financials 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 Savannahs income statement, including pro forma amortization and accretion of purchase accounting adjustments on loans, deposits, and intangible assets;
· full year impact of Peoples Bancorporations (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 Financials 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.