Attached files
file | filename |
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8-K/A - 8-K AMENDMENT #1 - Ameris Bancorp | d8ka.htm |
EX-99.2 - AUDITED FINANCIALS - Ameris Bancorp | dex992.htm |
EX-23.1 - CONSENT OF HANCOCK ASKEW & CO, LLP - Ameris Bancorp | dex231.htm |
Exhibit 99.3
DARBY BANK AND TRUST COMPANY
BALANCE SHEETS
(UNAUDITED)
(Dollars in Thousands)
Assets |
September 30, 2010 | December 31, 2009 | ||||||
Cash and due from banks |
$ | 9,080 | $ | 33,592 | ||||
Interest-bearing deposits in banks |
86,130 | 143,133 | ||||||
Federal funds sold |
| | ||||||
Securities available for sale, at fair value |
104,592 | 108,804 | ||||||
Other investments |
4,203 | 4,203 | ||||||
Loans, net of unearned income |
398,815 | 501,823 | ||||||
Less allowance for loan losses |
12,604 | 17,499 | ||||||
Loans, net |
386,211 | 484,324 | ||||||
Premises and equipment, net |
10,136 | 11,687 | ||||||
Other real estate owned |
42,190 | 20,559 | ||||||
Other assets |
12,172 | 21,759 | ||||||
$ | 654,714 | $ | 828,061 | |||||
Liabilities and Stockholders Equity |
||||||||
Deposits |
||||||||
Noninterest-bearing |
$ | 41,077 | $ | 44,286 | ||||
Interest-bearing |
546,549 | 674,409 | ||||||
Total deposits |
587,626 | 718,695 | ||||||
Securities sold under agreements to repurchase |
10,100 | 10,100 | ||||||
Other borrowings |
42,000 | 62,000 | ||||||
Other liabilities |
5,968 | 6,362 | ||||||
Total liabilities |
645,694 | 797,157 | ||||||
Stockholders equity |
||||||||
Common stock, par value $1; 500,000 shares authorized and issued |
500 | 500 | ||||||
Capital surplus |
19,486 | 19,486 | ||||||
Retained earnings |
(11,923 | ) | 10,923 | |||||
Accumulated other comprehensive income, net of tax |
957 | (5 | ) | |||||
Total stockholders equity |
9,020 | 30,904 | ||||||
$ | 654,714 | $ | 828,061 | |||||
See Notes to Financial Statements.
1
DARBY BANK AND TRUST COMPANY
STATEMENT OF OPERATIONS
(UNAUDITED)
(Dollars in Thousands)
Nine Months Ended September 30, |
||||||||
2010 | 2009 | |||||||
Interest income |
||||||||
Interest and fees on loans |
$ | 17,830 | $ | 24,725 | ||||
Interest on securities |
3,036 | 3,619 | ||||||
Interest on deposits in other banks |
553 | 420 | ||||||
Other interest |
254 | 442 | ||||||
21,673 | 29,206 | |||||||
Interest expense |
||||||||
Interest on deposits |
13,029 | 14,502 | ||||||
Interest on other borrowings |
2,059 | 2,281 | ||||||
15,088 | 16,783 | |||||||
Net interest income |
6,585 | 12,423 | ||||||
Provision for loan losses |
12,967 | 27,545 | ||||||
Net interest income (loss) after provision for loan losses |
(6,382 | ) | (15,122 | ) | ||||
Other income |
||||||||
Service charges on deposit accounts |
1,404 | 1,651 | ||||||
Other service charges, commissions and fees |
460 | 468 | ||||||
Gain on sales of securities |
3,514 | 1,587 | ||||||
Loss on sale of foreclosed real estate |
(6,462 | ) | (1,561 | ) | ||||
Other |
621 | 759 | ||||||
(463 | ) | 2,904 | ||||||
Other expenses |
||||||||
Salaries and employee benefits |
6,160 | 6,627 | ||||||
Occupancy and equipment expense |
2,164 | 2,544 | ||||||
Professional fees |
1,634 | 829 | ||||||
FDIC deposit insurance assessments |
2,755 | 1,045 | ||||||
Other real estate owned related expenses |
1,339 | 800 | ||||||
Other operating expenses |
2,127 | 2,563 | ||||||
16,179 | 14,408 | |||||||
Loss before income taxes |
(23,024 | ) | (26,626 | ) | ||||
Applicable income tax benefit |
(178 | ) | (10,108 | ) | ||||
Net loss |
$ | (22,846 | ) | $ | (16,518 | ) | ||
See Notes to Financial Statements.
2
DARBY BANK AND TRUST COMPANY
STATEMENTS OF STOCKHOLDERS EQUITY
NINE MONTHS ENDED SEPTEMBER 30, 2010
(UNAUDITED)
(Dollars in Thousands)
Common Stock |
Capital Surplus |
Retained Earnings |
Accumulated Other Comprehensive Income |
Total Stockholders Equity |
||||||||||||||||
Balance at December 31, 2009 |
$ | 500 | 19,486 | 10,923 | (5 | ) | 30,904 | |||||||||||||
Comprehensive loss: |
||||||||||||||||||||
Net loss |
(22,846 | ) | (22,846 | ) | ||||||||||||||||
Net change in unrealized loss on securities |
962 | 962 | ||||||||||||||||||
Comprehensive loss |
(21,884 | ) | ||||||||||||||||||
Balance at September 30, 2010 |
$ | 500 | 19,486 | (11,923 | ) | 957 | 9,020 | |||||||||||||
See Notes to Financial Statements.
3
DARBY BANK AND TRUST COMPANY
STATEMENTS OF CASH FLOWS
(UNAUDITED)
(Dollars in Thousands)
Nine Months
Ended September 30, |
||||||||
2010 | 2009 | |||||||
OPERATING ACTIVITIES |
||||||||
Net loss |
$ | (22,846 | ) | $ | (16,518 | ) | ||
Adjustments to reconcile net (loss)/income to net cash provided by operating activities: |
||||||||
Depreciation and amortization |
1,022 | 1,254 | ||||||
Net gain on securities available for sale |
(3,514 | ) | (1,587 | ) | ||||
Net gain on sale or disposal of premises and equipment |
(105 | ) | (3 | ) | ||||
Net loss on sale of other real estate owned |
6,462 | 1,561 | ||||||
Provision for loan losses |
12,967 | 27,545 | ||||||
Increase (decrease) in net taxes payable and deferred taxes |
8,857 | (10,143 | ) | |||||
Decrease in interest receivable |
222 | 1,018 | ||||||
Increase/(decrease) in interest payable |
(225 | ) | 1,346 | |||||
Net other operating activities |
(171 | ) | (3,380 | ) | ||||
Total adjustments |
25,515 | 17,611 | ||||||
Net cash provided by operating activities |
2,669 | 1,093 | ||||||
INVESTING ACTIVITIES |
||||||||
(Increase)/decrease in interest-bearing deposits in banks |
57,003 | (171,268 | ) | |||||
Decrease in federals funds sold |
| 1,326 | ||||||
Purchases of investment securities |
(100,675 | ) | (85,701 | ) | ||||
Proceeds from sales and maturities of securities |
109,873 | 86,078 | ||||||
Increase in restricted equity securities, net |
| (58 | ) | |||||
Decrease in loans, net |
53,183 | 47,266 | ||||||
Purchase of premises and equipment |
(47 | ) | (83 | ) | ||||
Proceeds from sale of premises and equipment |
17 | 22 | ||||||
Proceeds from sale of other real estate owned |
4,534 | 2,595 | ||||||
Net cash provided by (used in) investing activities |
123,888 | (119,823 | ) | |||||
FINANCING ACTIVITIES |
||||||||
Increase/(decrease) in deposits |
(131,069 | ) | 136,091 | |||||
Proceeds from capital injection from holding company |
| 2,000 | ||||||
Repayment of other borrowings and debentures |
(20,000 | ) | | |||||
Net cash provided by (used in) financing activities |
(151,069 | ) | 138,091 | |||||
Net increase (decrease) in cash and due from banks |
(24,512 | ) | 19,361 | |||||
Cash and due from banks at beginning of period |
33,592 | 9,110 | ||||||
Cash and due from banks at end of period |
$ | 9,080 | $ | 28,471 |
See Notes to Financial Statements.
4
DARBY BANK AND TRUST COMPANY
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
Note 1 General
The financial statements in this report have been prepared in accordance with the standards of Generally Accepted Accounting Principles, and have not been audited. These financial statements do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments necessary to present fairly the financial position and results of operations for the interim periods have been made. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results of operations which Darby Bank and Trust Company (the Bank) may achieve for future interim periods or for an entire year.
Note 2 Cash and Cash Flows
Cash on hand, cash items in process of collection, amounts due from banks, and federal funds sold are included in cash and cash equivalents. The following supplemental cash flow information addresses certain cash payments and noncash transactions for the nine months ended September 30, 2010 and 2009, respectively:
Nine Months
Ended September 30, |
||||||||
2010 | 2009 | |||||||
Supplemental information on cash payments: |
||||||||
Interest Paid |
$ | 15,313 | $ | 15,437 | ||||
Supplemental information on noncash transactions: |
||||||||
Transfers of loans to other real estate owned and repossessions |
31,963 | 5,994 |
Note 3 Comprehensive Loss
The primary component of the difference between net loss and comprehensive loss for the Bank is the change in fair value on available-for-sale securities. Total comprehensive loss for the nine months ended September 30, 2010 and 2009, respectively as follows:
Nine Months
Ended September 30, |
||||||||
2010 | 2009 | |||||||
Net loss |
$ | (22,846 | ) | $ | (16,518 | ) | ||
Change in fair value of securities available-for-sale, net of tax |
962 | 1,081 | ||||||
Comprehensive loss, net of tax |
$ | (21,884 | ) | $ | 15,437 | |||
5
DARBY BANK AND TRUST COMPANY
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
Note 4 Accounting Estimates
In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the statement of condition and revenues and expenses for the period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses and the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans.
A substantial portion of the Banks loans are secured by real estate in Georgia and Florida. Accordingly, the ultimate collectability of a substantial portion of the Banks loan portfolio is susceptible to changes in market conditions in that area. Management believes the allowance for losses on loans is adequate. While management uses available information to recognize losses on loans, future additions to the allowance may be necessary based on changes in economic conditions.
Note 5 Fair Value Measurement
Effective January 1, 2008, the Bank adopted Fair Value Measurements which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements has been applied prospectively as of the beginning of the period and defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, and also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:
Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.
Level 2 - Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in active markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
6
DARBY BANK AND TRUST COMPANY
NOTES TO THE FINANCIAL STATEMENTS
(UNAUDITED)
Note 5 Fair Value Measurement (Continued)
In determining fair value, the Bank utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considers counterparty credit risk in its assessment of fair value. The following table presents the fair value hierarchy of financial assets and financial liabilities measured at fair value as of September 30, 2010:
Fair Value Measurements At September 30, 2010 Using |
||||||||||||||||
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
Total Carrying Value in the Consolidated Balance Sheet |
|||||||||||||
(Dollars in Thousands) | ||||||||||||||||
Securities available for sale |
$ | $ | 104,592 | $ | $ | 104,592 | ||||||||||
Total recurring assets at fair value |
$ | $ | 104,592 | $ | $ | 104,592 | ||||||||||
Following is a description of the valuation methodologies used for instruments measured at fair value on a recurring basis and recognized in the accompanying balance sheet, as well as the general classifications of such instruments pursuant to the valuation hierarchy.
Securities Available For Sale: The fair value of securities available for sale is determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. Level 2 securities include certain U.S. agency bonds, collateralized mortgage and debt obligations, and certain municipal securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain residual municipal securities and other less liquid securities. Fair value of securities is based on available quoted market prices.
Impaired Loans: The fair value of impaired loans is estimated based on discounted contractual cash flows or underlying collateral values, where applicable. A loan is determined to be impaired if the Company believes it is probable that all principal and interest amounts due according to the terms of the note will not be collected as scheduled. The fair value of impaired loans is determined in accordance with Accounting by Creditors for Impairment of a Loan and generally results in a specific reserve established through a charge to the provision for loan losses. Losses on impaired loans are charged to the allowance when management believes the uncollectability of a loan is confirmed. Certain assets are measured at fair value on a non-recurring basis and therefore are not included in the table above. Management has determined that the majority of impaired loans are Level 2 assets due to the extensive use of market appraisals. To the extent that market appraisals or other methods do not produce reliable determinations of fair value, these assets are deemed to be Level 3.
7