Attached files
file | filename |
---|---|
EX-99.2 - EX-99.2 - SOUTH STATE Corp | a18-5289_1ex99d2.htm |
EX-99.1 - EX-99.1 - SOUTH STATE Corp | a18-5289_1ex99d1.htm |
EX-23.1 - EX-23.1 - SOUTH STATE Corp | a18-5289_1ex23d1.htm |
8-K/A - 8-K/A - SOUTH STATE Corp | a18-5289_18ka.htm |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements are based on the separate historical financial statements of South State Corporation and Park Sterling Corporation after giving effect to the merger and the issuance of South State common stock in connection therewith, and the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined balance sheet as of September 30, 2017 is presented as if the merger with Park Sterling had occurred on September 30, 2017. The unaudited pro forma condensed combined income statement for the year ended December 31, 2016 and the nine months ended September 30, 2017 is presented as if the merger had occurred on January 1, 2016. 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. South State is the acquirer for accounting purposes. South State has completed an initial evaluation of significant identifiable long-lived tangible and identifiable intangible assets associated with Park Sterling Corporations balance sheet. 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 Park Sterling to conform to the presentation in South States financial statements.
An initial determination of the acquisition consideration and fair values of Park Sterlings assets and liabilities has been made as of the acquisition date of November 30, 2017 and included in these pro forma financial statements. Consequently, amounts preliminarily allocated to goodwill and identifiable intangibles could change from those allocations used in the unaudited pro forma condensed combined financial statements presented below and could result in a material change in amortization of acquired intangible assets.
In connection with the plan to integrate the operations of South State and Park Sterling following the completion of the merger, South State anticipates that nonrecurring charges, such as costs associated with systems implementation, severance, and other costs related to exit or disposal activities, will be incurred. South State is not able to determine the timing, nature and amount of these charges as of the date of these financial statements. However, these charges could affect the results of operations of South State in the period in which they are recorded. The unaudited pro forma condensed combined 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 combined 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. Direct transaction-related expenses estimated at
$4.75 million for South State, and $6.85 million for Park Sterling are not included in the unaudited pro forma condensed combined income statements.
The actual amounts recorded as of 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 Park Sterlings operations between the signing of the merger agreement and completion of the merger;
· other changes in Park Sterlings net assets that occur 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.,
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;
· South States separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2016, included in South States Annual Report on Form 10-K for the year ended December 31, 2016;
· South States separate unaudited historical condensed consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2017, included in South States Quarterly Report on Form 10-Q for the quarter ended September 30, 2017;
· Park Sterlings separate audited historical consolidated financial statements and accompanying notes as of and for the year ended December 31, 2016, included in Southeastern Banks Annual Report on Form 10-K for the year ended December 31, 2016; and
· Park Sterlings separate unaudited historical condensed consolidated financial statements and accompanying notes as of and for the nine months ended September 30, 2017, included in Park Sterlings Quarterly Report on Form 10-Q for the quarter ended September 30, 2017;
· Southeastern Bank Financial Corporations separate audited historical consolidated financial statements as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016, which was filed on Form 8-K and is incorporated by reference;
The unaudited pro forma condensed combined balance sheet as of September 30, 2017 presents the consolidated financial position giving pro forma effect to the following transactions as if they had occurred as of September 30, 2017:
· the completion of South States acquisition of Park Sterling, including the issuance of 7,471,072 shares (based upon the number of shares outstanding of Park Sterlings common stock as of September 30, 2017 and an exchange ratio of 0.14 shares of South State for one Park Sterling share) of South States common stock; and
· $6.85 million in transaction related cost that was accrued for on the Park Sterling closing balance sheet, including professional fees;
The unaudited pro forma condensed combined income statement for the year ended December 31, 2016 and for the nine months ended September 30, 2017 presents the consolidated results of operations giving pro forma effect to the following transactions as if they had occurred as of January 1, 2016:
· the full-year impact of Park Sterlings income statement, including pro forma amortization and accretion of purchase accounting adjustment on securities, loans, fixed assets, deposits, other borrowing and intangible assets;
· the issuance of additional South State common stock applying the 0.14 exchange ratio to the weighted-average shares outstanding of Park Sterling shares in determining EPS;
· the full-year impact of Southeastern Bank Financial Corporation on the income statement, including pro forma amortization and accretion of purchase accounting adjustments on loans, deposits, fixed assets and intangible assets;
· the issuance of additional South State common stock in connection with the merger of Southeastern Bank Financial Corporation with and into South State, applying the 0.7307 exchange ratio in that merger to the weighted-average shares outstanding of Southeastern Bank Financial Corporation in determining EPS.
SOUTH STATE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value)
|
|
South State |
|
Park Sterling |
|
Purchase |
|
|
| ||||
|
|
Corporation |
|
Corporation (PSTB) |
|
Accounting |
|
Pro Forma |
| ||||
|
|
9/30/2017 |
|
9/30/2017 |
|
& ProForma |
|
9/30/2017 |
| ||||
|
|
(as reported) |
|
(as reported) |
|
Adjustments |
|
Combined |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
| ||||
Cash and due from banks |
|
$ |
197,984 |
|
$ |
44,874 |
|
$ |
(4,305 |
)(z) |
$ |
238,553 |
|
Interest-bearing deposits with banks |
|
137,543 |
|
53,102 |
|
|
|
190,645 |
| ||||
Federal funds sold and securities purchased under agreements to resell |
|
68,407 |
|
240 |
|
|
|
68,647 |
| ||||
Total cash and cash equivalents |
|
403,934 |
|
98,216 |
|
(4,305 |
) |
497,845 |
| ||||
Investment securities: |
|
|
|
|
|
|
|
|
| ||||
Securities held to maturity |
|
3,678 |
|
85,704 |
|
263 |
(a) |
89,645 |
| ||||
Securities available for sale, at fair value |
|
1,320,679 |
|
384,275 |
|
1,181 |
(a) |
1,706,135 |
| ||||
Other investments |
|
12,439 |
|
18,692 |
|
|
|
31,131 |
| ||||
Total investment securities |
|
1,336,796 |
|
488,671 |
|
1,444 |
|
1,826,911 |
| ||||
Loans held for sale |
|
46,321 |
|
1,814 |
|
68,686 |
(b) |
116,821 |
| ||||
Loans: |
|
|
|
|
|
|
|
|
| ||||
Acquired |
|
2,038,088 |
|
2,429,585 |
|
(108,301 |
)(b) |
4,359,372 |
| ||||
Less allowance for acquired loan losses |
|
(3,670 |
) |
(12,423 |
) |
12,423 |
(b) |
(3,670 |
) | ||||
Non-acquired |
|
6,230,327 |
|
|
|
|
|
6,230,327 |
| ||||
Less allowance for non-acquired loan losses |
|
(41,541 |
) |
|
|
|
|
(41,541 |
) | ||||
Loans, net |
|
8,223,204 |
|
2,417,162 |
|
(95,878 |
) |
10,544,488 |
| ||||
Other real estate owned (OREO) |
|
13,527 |
|
2,603 |
|
(429 |
)(c) |
15,701 |
| ||||
Premises and equipment, net |
|
198,146 |
|
61,823 |
|
(4,882 |
)(d) |
255,087 |
| ||||
Goodwill |
|
597,236 |
|
63,317 |
|
337,814 |
(e) |
998,367 |
| ||||
Bank-owned life insurance |
|
151,402 |
|
72,354 |
|
|
|
223,756 |
| ||||
Mortgage servicing rights (MSRs) |
|
29,937 |
|
|
|
|
|
29,937 |
| ||||
Other intangible assets |
|
50,472 |
|
10,075 |
|
16,100 |
(f) |
76,647 |
| ||||
Deferred tax asset |
|
41,664 |
|
18,729 |
|
11,437 |
(g) |
71,830 |
| ||||
Other assets |
|
76,471 |
|
12,489 |
|
|
|
88,960 |
| ||||
Total assets |
|
$ |
11,169,110 |
|
$ |
3,247,253 |
|
$ |
329,988 |
|
$ |
14,746,351 |
|
|
|
|
|
|
|
|
|
|
| ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
|
|
|
|
|
|
|
|
| ||||
Deposits: |
|
|
|
|
|
|
|
|
| ||||
Noninterest-bearing |
|
$ |
2,505,570 |
|
$ |
550,196 |
|
$ |
|
|
$ |
3,055,766 |
|
Interest-bearing |
|
6,556,451 |
|
1,918,727 |
|
2,692 |
(h) |
8,477,870 |
| ||||
Total deposits |
|
9,062,021 |
|
2,468,923 |
|
2,692 |
|
11,533,636 |
| ||||
Federal funds purchased and securities sold under agreements to repurchase |
|
291,099 |
|
|
|
|
|
291,099 |
| ||||
Other borrowings |
|
83,307 |
|
373,765 |
|
11,689 |
(i) |
468,761 |
| ||||
Other liabilities |
|
99,858 |
|
27,876 |
|
11,600 |
(j), (l) |
139,334 |
| ||||
Total liabilities |
|
9,536,285 |
|
2,870,564 |
|
25,981 |
|
12,432,830 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
South State |
|
Park Sterling |
|
Purchase |
|
|
| ||||
|
|
Corporation |
|
Corporation (PSTB) |
|
Accounting |
|
Pro Forma |
| ||||
|
|
9/30/2017 |
|
9/30/2017 |
|
& ProForma |
|
9/30/2017 |
| ||||
|
|
(as reported) |
|
(as reported) |
|
Adjustments |
|
Combined |
| ||||
Shareholders equity: |
|
|
|
|
|
|
|
|
| ||||
Preferred stock - $.01 par value; authorized 10,000,000 shares; no shares issued and outstanding |
|
|
|
|
|
|
|
|
| ||||
Common stock |
|
73,168 |
|
53,365 |
|
(34,688 |
)(k), (m) |
91,845 |
| ||||
Surplus (APIC) |
|
1,136,352 |
|
273,893 |
|
392,875 |
(k), (m) |
1,803,120 |
| ||||
Retained earnings |
|
427,093 |
|
50,937 |
|
(55,687 |
)(k) |
422,343 |
| ||||
Accumulated other comprehensive (loss) |
|
(3,788 |
) |
(1,506 |
) |
1,506 |
(k) |
(3,788 |
) | ||||
Total shareholders equity |
|
1,632,825 |
|
376,689 |
|
304,007 |
|
2,313,521 |
| ||||
Total liabilities and shareholders equity |
|
$ |
11,169,110 |
|
$ |
3,247,253 |
|
$ |
329,988 |
|
$ |
14,746,351 |
|
|
|
|
|
|
|
|
|
|
| ||||
Outstanding shares |
|
29,267,369 |
|
53,364,798 |
|
7,471,072 |
|
36,738,441 |
| ||||
Book value per common share |
|
$ |
55.79 |
|
$ |
5.84 |
|
|
|
$ |
62.97 |
| |
Tangible book value per common share |
|
$ |
33.66 |
|
$ |
4.47 |
|
|
|
$ |
33.71 |
| |
|
|
|
|
|
|
|
|
|
| ||||
Purchase Accounting Adjustments:
(z) Adjustment reflects payment for in the money stock options 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 South States evaluation of the acquired loan portfolio, and the reversal of Park Sterlings allowance for loss reserves (which we refer to as ALLL). Also includes movement of Shared National Credits from loans held for investment, to loans held for sale.
(c) Adjustment reflects the fair value adjustments to OREO based on South States evaluation of the acquired OREO portfolio.
(d) Adjustment reflects the estimated fair value adjustments to acquired premises (building and land) based on South States evaluation as of the acquisition date.
(e) Adjustment reflects the goodwill generated as a result of the consideration paid being greater than the net assets acquired.
(f) Adjustment reflects the recording of the incremental core deposit intangible of $16.2 million on the acquired core deposit accounts.
(g) Adjustment reflects the recording of the deferred tax asset generated by the net fair value adjustments (at a rate equal to 35.8%).
(h) Adjustment reflects the recording of the incremental premium for fixed maturity time deposits of $2.69 million.
(i) Adjustment reflects the fair value adjustment, a premium, to the trust preferred securities totaling $11.7 million.
(j) Adjustment reflects $6.85 million in accrued transaction costs related to Park Sterling.
(k) Adjustment reflects the reversal of Park Sterlings September 30, 2017 retained earnings, common stock, surplus, and accumulated other comprehensive income.
Proforma Adjustments:
(l) Adjustment reflects the accrual of South States direct transaction costs of $4.75 million.
(m) Adjustment reflects the difference in par value of common stock from $1.00 of Park Sterling common stock to $2.50 of South State common stock, and the exchange oration of 0.14.
The following table summarizes the preliminary purchase price allocation to the estimated fair value of assets and liabilities of (in thousands, except per share data):
Park Sterling common shares outstanding at September 30, 2017 |
|
|
|
53,365 |
| ||
Price per share, based upon SSB price of $92.05 as of November 30, 2017 |
|
|
|
$ |
12.89 |
| |
Total pro forma purchase price from common stock |
|
|
|
$ |
687,875 |
| |
Stock based compensation (in the money stock options) |
|
|
|
4,305 |
| ||
Total pro forma purchase price |
|
|
|
$ |
692,180 |
| |
|
|
|
|
|
| ||
Fair value of assets acquired: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
98,216 |
|
|
| |
Investment securities |
|
490,115 |
|
|
| ||
Loan, net |
|
2,389,970 |
|
|
| ||
Other real estate owned |
|
2,174 |
|
|
| ||
Premises & equipment |
|
56,941 |
|
|
| ||
Other intangible assets, including CDI, noncompete, and client list |
|
26,175 |
|
|
| ||
Bank owned life insurance |
|
72,354 |
|
|
| ||
Deferred tax asset, net |
|
30,166 |
|
|
| ||
Other assets |
|
12,013 |
|
|
| ||
Total assets |
|
3,178,124 |
|
|
| ||
Fair value of liabilities assumed: |
|
|
|
|
| ||
Deposits |
|
2,471,615 |
|
|
| ||
Advances from FHLB |
|
310,000 |
|
|
| ||
Other borrowings |
|
75,454 |
|
|
| ||
Other liabilities |
|
30,007 |
|
|
| ||
Total liabilities |
|
2,887,076 |
|
|
| ||
Net assets acquired |
|
|
|
291,048 |
| ||
|
|
|
|
|
| ||
Preliminary Pro Forma Goodwill |
|
|
|
$ |
401,131 |
| |
SOUTH STATE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
|
|
SSB |
|
Southeastern |
|
Park Sterling Corporation |
|
Pro Forma |
| ||||||||||
|
|
9/30/2017 |
|
Period from |
|
9/30/2017 |
|
Pro Forma |
|
PSTB Pro |
|
9/30/2017 |
| ||||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Loans, including fees |
|
$ |
281,216 |
|
$ |
315 |
|
$ |
85,904 |
|
$ |
11,995 |
(2) |
$ |
97,899 |
|
$ |
379,430 |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Taxable |
|
20,897 |
|
83 |
|
9,767 |
|
260 |
(3) |
10,027 |
|
31,007 |
| ||||||
Tax-exempt |
|
4,147 |
|
21 |
|
403 |
|
11 |
(3) |
414 |
|
4,582 |
| ||||||
Federal funds sold and securities purchased under agreements to resell |
|
1,916 |
|
|
|
6 |
|
|
|
6 |
|
1,922 |
| ||||||
Total interest income |
|
308,176 |
|
419 |
|
96,080 |
|
12,266 |
|
108,346 |
|
416,941 |
| ||||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Deposits |
|
8,132 |
|
40 |
|
7,450 |
|
|
|
7,450 |
|
15,622 |
| ||||||
Federal funds purchased and securities sold under agreements to repurchase |
|
756 |
|
|
|
|
|
|
|
|
|
756 |
| ||||||
Other borrowings |
|
2,576 |
|
15 |
|
5,128 |
|
(1,753 |
)(4) |
3,375 |
|
5,966 |
| ||||||
Total interest expense |
|
11,464 |
|
55 |
|
12,578 |
|
(1,753 |
) |
10,825 |
|
22,344 |
| ||||||
Net interest income |
|
296,712 |
|
364 |
|
83,502 |
|
14,020 |
|
97,522 |
|
394,598 |
| ||||||
Provision for loan losses |
|
8,082 |
|
|
|
325 |
|
|
(5) |
325 |
|
8,407 |
| ||||||
Net interest income after provision for loan losses |
|
288,630 |
|
364 |
|
83,177 |
|
14,020 |
|
97,197 |
|
386,191 |
| ||||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Service charges on deposit accounts |
|
33,162 |
|
83 |
|
5,144 |
|
|
|
5,144 |
|
38,389 |
| ||||||
Bankcard services income |
|
33,160 |
|
|
|
2,206 |
|
|
|
2,206 |
|
35,366 |
| ||||||
Trust and investment services income |
|
18,703 |
|
|
|
4,137 |
|
|
|
4,137 |
|
22,840 |
| ||||||
Mortgage banking income |
|
14,210 |
|
|
|
2,207 |
|
|
|
2,207 |
|
16,417 |
| ||||||
Recoveries on acquired loans |
|
5,647 |
|
|
|
|
|
|
|
|
|
5,647 |
| ||||||
Securities gains, net |
|
1,388 |
|
|
|
58 |
|
|
|
58 |
|
1,446 |
| ||||||
Other-than-temporary impairment losses |
|
(753 |
) |
|
|
|
|
|
|
|
|
(753 |
) | ||||||
Other |
|
4,532 |
|
10 |
|
2,514 |
|
|
|
2,514 |
|
7,056 |
| ||||||
Total noninterest income |
|
110,049 |
|
93 |
|
16,266 |
|
|
|
16,266 |
|
126,408 |
| ||||||
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Salaries and employee benefits |
|
143,711 |
|
91 |
|
33,929 |
|
|
|
33,929 |
|
177,731 |
| ||||||
Net occupancy expense |
|
18,650 |
|
8 |
|
8,838 |
|
(183 |
)(6) |
8,655 |
|
27,313 |
| ||||||
OREO expense and loan related |
|
5,648 |
|
|
|
435 |
|
|
(7) |
435 |
|
6,083 |
| ||||||
Information services expense |
|
18,776 |
|
|
|
5,881 |
|
|
|
5,881 |
|
24,657 |
| ||||||
Furniture and equipment expense |
|
11,422 |
|
|
|
|
|
|
|
|
|
11,422 |
| ||||||
Bankcard expense |
|
8,404 |
|
|
|
|
|
|
|
|
|
8,404 |
| ||||||
FDIC assessment and other regulatory charges |
|
3,029 |
|
|
|
1,305 |
|
|
|
1,305 |
|
4,334 |
| ||||||
Advertising and marketing
|
|
2,400 |
|
|
|
465 |
|
|
|
465 |
|
2,865 |
| ||||||
Amortization of intangibles |
|
7,496 |
|
|
|
1,362 |
|
1,861 |
(8) |
3,223 |
|
10,719 |
| ||||||
Professional fees |
|
4,637 |
|
|
|
3,387 |
|
|
|
3,387 |
|
8,024 |
| ||||||
Merger-related expense |
|
26,882 |
|
5,450 |
(1) |
|
|
|
(9) |
|
|
32,332 |
| ||||||
Other |
|
21,781 |
|
220 |
|
6,631 |
|
|
|
6,631 |
|
28,632 |
| ||||||
Total noninterest expense |
|
272,836 |
|
5,769 |
|
62,233 |
|
1,678 |
|
63,911 |
|
342,516 |
| ||||||
Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Income before provision for income taxes |
|
125,843 |
|
(5,312 |
) |
37,210 |
|
12,342 |
|
49,552 |
|
170,083 |
| ||||||
Provision for income taxes |
|
40,710 |
|
(1,393 |
) |
12,500 |
|
4,418 |
(10) |
16,918 |
|
56,235 |
| ||||||
Net income |
|
85,133 |
|
(3,919 |
) |
24,710 |
|
7,924 |
|
32,634 |
|
113,848 |
| ||||||
Preferred stock dividends |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income available to common shareholders |
|
$ |
85,133 |
|
$ |
(3,919 |
) |
$ |
24,710 |
|
$ |
7,924 |
|
$ |
32,634 |
|
$ |
113,848 |
|
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Basic |
|
$ |
2.92 |
|
|
|
$ |
0.47 |
|
|
|
|
|
$ |
3.13 |
| |||
Diluted |
|
2.90 |
|
|
|
0.47 |
|
|
|
|
|
3.10 |
| ||||||
Dividends per common share |
|
$ |
0.99 |
|
|
|
$ |
0.12 |
|
|
|
|
|
$ |
0.99 |
|
|
|
SSB |
|
Southeastern |
|
Park Sterling Corporation |
|
Pro Forma |
| ||||
|
|
9/30/2017 |
|
Period from |
|
9/30/2017 |
|
Pro Forma |
|
PSTB Pro |
|
9/30/2017 |
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
29,023 |
|
|
|
52,824 |
|
7,395 |
(11) |
|
|
36,418 |
|
Diluted |
|
29,291 |
|
|
|
53,481 |
|
7,487 |
(11) |
|
|
36,778 |
|
SBFC Adjustments:
(1) Reflects primarily the cost paid to investment banker for closing of merger with South State.
PSTB Adjustments:
(2) Adjusted loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.
(3) Adjustment reflects the amortization of the securities discount recorded in acquisition accounting.
(4) Adjustment reflects the reduction in interest expense for the purchase adjustment related to Park Sterling trust preferred securities.
(5) With acquired loans recorded at fair value, South State would expect to reduce the provision for loan losses from Park Sterling. However, no adjustment to the historic amount of Park Sterling provision for loan losses is reflected in these pro formas.
(6) Adjustment reflects incremental depreciation expense of assets acquired and marked up to fair value.
(7) 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 South State would forecast lower expense for this line item, however, no adjustment has been made for the historic amounts of Park Sterling.
(8) Adjustment reflects the annual amortization of intangibles using sum of years digit (SYD) over 12 years for CDI.
(9) South State expects to incur additional merger charges related to contract cancellations, severance, and other merger related charges. However, these are not reflected in these pro forma income statements.
(10) Adjustment reflects 35.8% tax rate on additional net income.
(11) Adjustment reflects exchange ratio of 0.14 times weighted average shares outstanding of Park Sterling for the third quarter of 2017.
SOUTH STATE CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollars in thousands, except per share data)
|
|
South State |
|
Southeastern Bank |
|
South State |
|
Park Sterling |
|
|
|
Proforma |
| |||||||||
|
|
12/31/2016 |
|
12/31/2016 |
|
Adjustments |
|
Pro Forma |
|
12/31/2016 |
|
Pro Forma |
|
12/31/2016 |
| |||||||
Interest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Loans, including fees |
|
$ |
308,461 |
|
$ |
47,792 |
|
$ |
8,915 |
(a) |
$ |
365,168 |
|
$ |
107,440 |
|
$ |
15,994 |
(1) |
$ |
488,602 |
|
Investment securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Taxable |
|
18,025 |
|
11,929 |
|
(359 |
) |
29,595 |
|
11,505 |
|
306 |
(2) |
41,406 |
| |||||||
Tax-exempt |
|
3,884 |
|
3,095 |
|
(84 |
) |
6,895 |
|
556 |
|
55 |
(2) |
7,507 |
| |||||||
Federal funds sold and securities purchased under agreements to resell |
|
2,793 |
|
205 |
|
|
|
2,998 |
|
15 |
|
|
|
3,013 |
| |||||||
Total interest income |
|
333,163 |
|
63,021 |
|
8,472 |
|
404,656 |
|
119,516 |
|
16,355 |
|
540,527 |
| |||||||
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Deposits |
|
5,803 |
|
5,384 |
|
|
|
11,187 |
|
9,688 |
|
|
|
20,875 |
| |||||||
Federal funds purchased and securities sold under agreements to repurchase |
|
574 |
|
12 |
|
|
|
586 |
|
|
|
|
|
586 |
| |||||||
Other borrowings |
|
1,940 |
|
2,545 |
|
430 |
|
4,915 |
|
4,787 |
|
(1,753 |
)(3) |
7,948 |
| |||||||
Total interest expense |
|
8,317 |
|
7,941 |
|
430 |
|
16,688 |
|
14,475 |
|
(1,753 |
) |
29,409 |
| |||||||
Net interest income |
|
324,846 |
|
55,080 |
|
8,043 |
|
387,969 |
|
105,041 |
|
18,108 |
|
511,118 |
| |||||||
Provision for loan losses |
|
6,819 |
|
867 |
|
|
(b) |
7,686 |
|
2,630 |
|
|
(4) |
10,316 |
| |||||||
Net interest income after provision for loan losses |
|
318,027 |
|
54,213 |
|
8,043 |
|
380,283 |
|
102,411 |
|
18,108 |
|
500,802 |
| |||||||
Noninterest income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Service charges on deposit accounts |
|
82,897 |
|
7,257 |
|
|
|
90,154 |
|
6,449 |
|
|
|
96,603 |
| |||||||
Bankcard services income |
|
|
|
|
|
|
|
|
|
2,792 |
|
|
|
2,792 |
| |||||||
Trust and investment services income |
|
19,764 |
|
3,833 |
|
|
|
23,597 |
|
5,672 |
|
|
|
29,269 |
| |||||||
Mortgage banking income |
|
20,547 |
|
7,657 |
|
|
|
28,204 |
|
3,428 |
|
|
|
31,632 |
| |||||||
Securities gains, net |
|
122 |
|
433 |
|
|
|
555 |
|
(87 |
) |
|
|
468 |
| |||||||
Recoveries on acquired loans |
|
6,465 |
|
|
|
|
|
6,465 |
|
|
|
|
|
6,465 |
| |||||||
Amortization of FDIC indemnification asset |
|
(5,902 |
) |
|
|
|
|
(5,902 |
) |
|
|
|
|
(5,902 |
) | |||||||
Other |
|
6,437 |
|
2,510 |
|
|
|
8,947 |
|
3,140 |
|
|
|
12,087 |
| |||||||
Total noninterest income |
|
130,330 |
|
21,690 |
|
|
|
152,020 |
|
21,394 |
|
|
|
173,414 |
| |||||||
Noninterest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Salaries and employee benefits |
|
164,663 |
|
26,863 |
|
|
|
191,526 |
|
40,841 |
|
|
|
232,367 |
| |||||||
Net occupancy expense |
|
21,712 |
|
4,346 |
|
(111 |
)(c) |
25,947 |
|
10,931 |
|
(244 |
)(5) |
36,634 |
| |||||||
OREO expense and loan related |
|
6,307 |
|
108 |
|
|
(d) |
6,415 |
|
255 |
|
|
(6) |
6,670 |
| |||||||
Information services expense |
|
20,549 |
|
5,734 |
|
|
|
26,283 |
|
10,360 |
|
|
|
36,643 |
| |||||||
Furniture and equipment expense |
|
12,403 |
|
|
|
|
|
12,403 |
|
|
|
|
|
12,403 |
| |||||||
FHLB prepayment termination charge |
|
|
|
|
|
1,029 |
|
1,029 |
|
|
|
|
|
1,029 |
| |||||||
Bankcard expense |
|
11,723 |
|
|
|
|
|
11,723 |
|
|
|
|
|
11,723 |
| |||||||
|
|
South State |
|
Southeastern Bank |
|
South State |
|
Park Sterling |
|
|
|
Proforma |
| ||||||
|
|
12/31/2016 |
|
12/31/2016 |
|
Adjustments |
|
Pro Forma |
|
12/31/2016 |
|
Pro Forma |
|
12/31/2016 |
| ||||
FDIC assessment and other regulatory charges |
|
3,896 |
|
779 |
|
|
|
4,675 |
|
1,706 |
|
|
|
6,381 |
| ||||
Advertising and marketing |
|
3,092 |
|
2,065 |
|
|
|
5,157 |
|
1,086 |
|
|
|
6,243 |
| ||||
Amortization of intangibles |
|
7,577 |
|
|
|
2,788 |
(e) |
10,365 |
|
1,832 |
|
2,481 |
(7) |
14,677 |
| ||||
Professional fees |
|
6,702 |
|
1,588 |
|
|
|
8,290 |
|
3,522 |
|
|
|
11,812 |
| ||||
Merger-related expense |
|
5,002 |
|
2,138 |
|
|
|
7,140 |
|
10,932 |
|
|
(8) |
18,072 |
| ||||
Other |
|
30,689 |
|
4,456 |
|
|
|
35,145 |
|
12,771 |
|
|
|
47,916 |
| ||||
Total noninterest expense |
|
294,315 |
|
48,077 |
|
3,706 |
|
346,098 |
|
94,236 |
|
2,237 |
|
442,571 |
| ||||
Earnings: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Income before provision for income taxes |
|
154,042 |
|
27,826 |
|
4,337 |
|
186,205 |
|
29,569 |
|
15,872 |
|
231,645 |
| ||||
Provision for income taxes |
|
52,760 |
|
9,153 |
|
1,552 |
(f) |
63,465 |
|
9,621 |
|
5,682 |
(9) |
78,768 |
| ||||
Net income |
|
101,282 |
|
18,673 |
|
2,784 |
|
122,739 |
|
19,948 |
|
10,190 |
|
152,877 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings per common share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
4.22 |
|
|
|
|
|
$ |
4.24 |
|
$ |
0.38 |
|
|
|
$ |
4.21 |
|
Diluted |
|
4.18 |
|
|
|
|
|
4.21 |
|
0.38 |
|
|
|
4.18 |
| ||||
Dividends per common share |
|
$ |
1.21 |
|
|
|
|
|
$ |
1.21 |
|
$ |
0.14 |
|
|
|
$ |
1.21 |
|
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
23,998 |
|
|
|
4,932 |
(g) |
28,930 |
|
52,451 |
|
7,343 |
(10) |
36,273 |
| ||||
Diluted |
|
24,219 |
|
|
|
4,947 |
(g) |
29,166 |
|
52,851 |
|
7,399 |
(10) |
36,565 |
|
Southeastern Adjustments:
(a) Adjusted loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.
(b) With acquired loans recorded at fair value, SSB would expect to reduce the provision for loan losses from Southeastern, however no adjustment to the historic amount of Southeastern provision for loan losses is reflected in these pro formas.
(c) Adjustment reflects incremental depreciation expense of assets acquired and marked to fair value.
(d) 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, SSB would forecast lower expense for this line item, however, no adjustment has been made for the historic amounts of Southeastern.
(e) Adjustment reflects the annual amortization of intangibles SYD over 12 years for CDI.
(f) Adjustment reflects effective income tax rate of 35.8%.
(g) Adjustment reflects exchange ratio of 0.7307 multiplied times weighted average shares outstanding of Southeastern (6.750 million shares)
Park Sterling Adjustments:
(1) Adjusted loan interest income for purchased loans using level yield methodology over the estimated lives of the acquired loan portfolios.
(2) Adjustment reflects the amortization of the securities discount recorded in acquisition accounting.
(3) Adjustment reflects the decrease in interest expense for the amortization of the premium related to PSTB trust preferred securities assumed at January 1, 2016.
(4) With acquired loans recorded at fair value, the Company would expect to reduce the provision for loan losses from PSTB, however no adjustment to the historic amount of PSTB provision for loan losses is reflected in these pro formas.
(5) Adjustment reflects incremental depreciation expense of assets acquired and marked up to fair value.
(6) 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 SSB would forecast significantly lower expense for this line item, however, no adjustment has been made for the historic amounts of PSTB.
(7) Adjustment reflects the annual amortization of intangibles SYD over 12 years for CDI.
(8) SSB 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.
(9) Adjustment reflects 35.8% tax rate on additional net income.
(10) Adjustment in weighted average shares outstanding based upon conversion ratio of 0.14 of SSB for every PSTB share.