Attached files

file filename
8-K - 8-K - VANTAGESOUTH BANCSHARES, INC.form8-k2013q3.htm
EX-99.2 - CONFERENCE CALL PRESENTATION - VANTAGESOUTH BANCSHARES, INC.a3q2013earningsconferenc.htm


CONTACT:
Terry Earley, CFO
VantageSouth Bancshares, Inc.
Phone: (919) 659-9015
Email: Terry.Earley@vsb.com

FOR IMMEDIATE RELEASE

VantageSouth Bancshares, Inc. Reports 3rd Quarter Net Income of $1.5 Million and Net Operating Earnings of $3.0 Million

RALEIGH, N.C., October 30, 2013 – VantageSouth Bancshares, Inc. (VSB) (the "Company") today reported third quarter 2013 financial results. Highlights include the following:

Net income was $1.5 million in 3Q 2013 compared to $3.3 million in 2Q 2013 and $1.3 million in 3Q 2012.

Earnings in 3Q 2013 were negatively impacted by a $1.2 million income tax charge in connection with recently enacted decreases in North Carolina corporate income tax rates which are effective in future tax years.

In August 2013, the Company placed $38.05 million in 10-year subordinated notes at a fixed rate of 7.625 percent to further strengthen and diversify its regulatory capital position.

Net operating earnings, which exclude securities gains, a one-time acquisition gain, merger and conversion costs, and a non-recurring income tax adjustment, improved to $3.0 million in 3Q 2013 from $2.8 million in 2Q 2013 and $1.4 million in 3Q 2012.

Pre-tax, pre-provision operating earnings totaled $6.2 million in 3Q 2013, an increase from $6.0 million in 2Q 2013 and $2.5 million in 3Q 2012.

Annualized net loan growth was 9 percent in 3Q 2013 while loan originations and commitments totaled $207.4 million in the third quarter.

Net interest margin totaled 4.39 percent in 3Q 2013 compared to 4.67 percent in 2Q 2013 and 4.49 percent in 3Q 2012.

Government-guaranteed, small business lending income improved to $1.5 million in 3Q 2013 from $1.1 million in 2Q 2013 and $776 thousand in 3Q 2012 while loan originations by this group totaled $34.5 million in the third quarter.

Operating non-interest expenses were cut by $1.0 million from 2Q 2013 to 3Q 2013, which was in line with targeted cost savings following the ECB acquisition.

“We improved operating earnings and achieved annualized net loan growth of 9 percent in the third quarter despite a general environment of economic uncertainty and slowing mortgage activity,” stated Scott Custer, CEO of the Company. Mr. Custer continued, “our SBA lending group notched its second highest quarterly revenue number in the history of our bank and continues to grow its origination of government-guaranteed, small business loans throughout the Southeast. At the same time, we remain on track to realize all of our projected cost savings following the ECB merger which contributed to a 5 percent reduction in operating expenses on a linked-quarter basis. Additionally, we issued $38 million of subordinated notes which bolstered our regulatory capital ratios and will provide room for continued expansion in our core markets. Overall, we are pleased with the progress we made on a number of fronts this quarter and believe that we have properly realigned our mortgage business to operate more profitably in the coming quarters.”






ECB Merger

On April 1, 2013, the Company completed the merger of ECB with and into VSB (the "ECB merger"). The ECB merger was completed pursuant to an Agreement and Plan of Merger dated as of September 25, 2012 (the "Merger Agreement"). Immediately following the ECB merger, The East Carolina Bank, a wholly-owned subsidiary of ECB, was merged with and into VantageSouth Bank. Upon the closing of the ECB merger, each outstanding share of ECB common stock was converted into the right to receive 3.55 shares of VSB common stock. The aggregate merger consideration consisted of 10,312,186 shares of VSB common stock. Based upon the $3.94 per share closing price of VSB common stock on March 28, 2013, the aggregate purchase price totaled $40.6 million.

In connection with the ECB merger, the Company applied the acquisition method of accounting to ECB's balance sheet. Therefore, all acquired assets and liabilities were adjusted to fair value, and the historical allowance for loan losses was eliminated. The Company recorded a one-time acquisition gain of $7.8 million in the second quarter of 2013, which reflects the amount by which the fair value of acquired net assets exceeded the combined purchase price and fair value of non-controlling interests. The Company has a one-year measurement period from the acquisition date to finalize the recorded fair values of net assets acquired. The acquisition gain may change if initial fair value estimates are revised within the measurement period and any changes are reported retrospectively as of the date of acquisition. Measurement period adjustments in the third quarter of 2013, which were retrospectively reflected in the Company's results of operations in the second quarter of 2013, reduced the previously reported gain on acquisition by $433 thousand. This amount included tax-effected adjustments to reduce the estimated fair value of a non-marketable investment, to reduce the fair value of certain distressed loans held for sale, and to increase the fair value of a bank-owned office.

VantageSouth Bank Merger into Crescent

On November 30, 2012, VantageSouth Bank ("Legacy VantageSouth") was merged with and into Crescent State Bank, a wholly-owned banking subsidiary of Crescent Financial Bancshares, Inc. ("Crescent"), and the combined bank was re-branded as VantageSouth Bank. This merger was a combination of commonly controlled companies since both banks were subsidiaries of Piedmont Community Bank Holdings, Inc. ("Piedmont"), and it was accounted for in a manner similar to a pooling of interests transaction. Thus, the Company's financial statements were retrospectively adjusted to combine the financial condition and results of operations of Crescent and Legacy VantageSouth from the date the two companies became commonly controlled.

Further, because of the application of push-down accounting to the books of Legacy VantageSouth on February 1, 2012 when Piedmont purchased the bank's remaining non-controlling equity interests, reporting periods prior to this date are denoted as "2012 Predecessor Period" (January 1 to January 31, 2012) and periods after this date are denoted as "2012 Successor Period" (February 1 to September 30, 2012).

Results of Operations

3Q 2013 compared to 3Q 2012

Net income was $1.5 million in the third quarter of 2013 compared to $1.3 million in the third quarter of 2012. After preferred stock dividends and accretion, net income available to common stockholders was $776 thousand, or $0.02 per common share, in the third quarter of 2013 compared to net income of $918 thousand, or $0.03 per common share, in the third quarter of 2012. Net operating earnings, which exclude securities gains, merger and conversion costs, and a non-recurring income tax charge, improved to $3.0 million in third quarter 2013 from $1.4 million in the third quarter of 2012 as the Company improved its financial performance following the ECB merger by increasing net interest income, lowering provision for loan losses, increasing non-interest income, and by reducing its operating efficiency ratio. Similarly, pre-tax, pre-provision operating earnings increased to $6.2 million in the third quarter of 2013 from $2.5 million in the third quarter of 2012.

Year-to-Date

Net income was $3.9 million in the first nine months of 2013 while net income was $1.7 million in the 2012 Successor Period and $529 thousand in the 2012 Predecessor Period. After dividends and accretion on preferred stock, net income available to common stockholders was $2.2 million, or $0.05 per common share, in the first nine months of 2013, while net income attributable to common stockholders was $703 thousand, or $0.02 per common share, in the 2012 Successor Period, and $407 thousand, or $0.01 per common share, in the 2012 Predecessor Period.






Net Interest Income

3Q 2013 compared to 3Q 2012

Net interest income was $19.9 million in the third quarter of 2013 compared to $10.3 million in the third quarter of 2012. The increase in net interest income was the result of a significant increase in earning assets from organic business activity and the ECB merger. Average earning assets increased from $916.7 million in the 2Qthird quarter of 2012 to $1.80 billion in the third quarter of 2013. Over this period, average loan balances increased by $639.2 million, of which $466.5 million was from acquired ECB loans, and average investment securities balances increased by $218.0 million. In addition, average deposits increased by $796.3 million, of which $736.1 million was from the ECB merger.

The Company's net interest margin declined from 4.49 percent in the third quarter of 2012 to 4.39 percent in the third quarter of 2013. The reduction in net interest margin was due to a reduction in yields on interest-earning assets partially offset by lower costs on interest-bearing liabilities. The yield on earning assets declined from 5.18 percent in the third quarter of 2012 to 4.90 percent in the third quarter of 2013, which reflected lower loan yields and lower yields on investment securities. The decrease in loan yields was a product of lower prevailing market loan rates on new loan originations partially offset by a favorable impact from acquisition accounting fair value adjustments. Securities yields declined as the Company reinvested principal paydowns and proceeds from sales at lower current market rates.

The cost of interest-bearing liabilities declined from 0.83 percent in the third quarter of 2012 to 0.59 percent in the third quarter of 2013, which primarily reflected a lower cost of deposits as the Company adjusted interest rates it pays on certain checking and money market accounts in the second quarter of 2013 and incorporated the ECB deposit base. The Company also increased its level of short-term borrowings in the form of FHLB advances which lowered overall funding costs. These reductions were partially offset by an increase in the cost of long-term debt from the issuance of $38.05 million in 10-year subordinated notes at a fixed rate of 7.625 percent. These subordinated notes were issued to further strengthen and diversify the Company's regulatory capital position.

Income accretion on purchased loans totaled $5.7 million in the third quarter of 2013, which consisted of $3.1 million of accretion on purchased credit-impaired ("PCI") loans and $2.5 million of accretion income on purchased non-impaired loans. PCI loan accretion represents all interest income recorded for those loans in the period while accretion income on purchased non-impaired loans represents accretion of the fair value discount on the effective yield method, which increased interest income above contractual yields. Accretion income on purchased non-impaired loans included $895 thousand of accelerated accretion in the third quarter of 2013 due to principal prepayments. Time deposit fair value amortization totaled $857 thousand, and net amortization of short-term borrowings and long-term debt totaled $18 thousand, which reduced interest expense. Acquisition accounting amortization reduced the Company's cost of interest-bearing liabilities by 0.22 percent in the third quarter of 2013.

Year-to-Date

Net interest income in the first nine months of 2013 totaled $50.3 million while net interest income totaled $27.2 million in the 2012 Successor Period and $3.6 million in the 2012 Predecessor Period. Average earning assets totaled $1.50 billion in the first nine months of 2013, which was a significant increase from $934.4 million in the 2012 Successor Period and $934.3 million in the 2012 Predecessor Period. The increase in average interest-earning assets was primarily the result of assets acquired in the ECB merger as well as organic loan growth.

Net interest margin was 4.47 percent in the first nine months of 2013, which was an increase from 4.41 percent in the 2012 Successor Period but a decline from 4.55 percent in the 2012 Predecessor Period. The increase in net interest margin from the 2012 Successor Period was primarily due to a reduction in the cost of interest-bearing liabilities which fell from 0.88 percent in the 2012 Successor Period to 0.60 percent in the first nine months of 2013. Declining yields on interest-earning assets partially offset the improvement in the cost of interest-bearing liabilities due to the origination of new loans at lower current market rates and the reinvestment of principal paydowns and proceeds from sales of securities at lower current market rates. The average yield on loans decreased from 6.04 percent in the 2012 Successor Period and 6.15 percent in the 2012 Predecessor Period to 5.96 percent in the first nine months of 2013, and the average yield on investment securities declined from 2.69 percent in the 2012 Successor Period and 2.74 percent in the 2012 Predecessor Period to 2.05 percent in the first nine months of 2013.






Income accretion on purchased loans totaled $15.4 million in the first nine months of 2013, which consisted of $10.5 million of accretion on PCI loans and $4.9 million of accretion income on purchased non-impaired loans. Time deposit fair value amortization totaled $2.3 million, which reduced interest expense, while net accretion of short-term borrowings and long-term debt totaled $45 thousand, which increased interest expense. Time deposit amortization, net of accretion on short-term borrowings and long-term debt reduced the Company's cost of interest-bearing liabilities by 0.22 percent in the first nine months of 2013. Income accretion on purchased loans totaled $10.9 million and $1.6 million in the 2012 Successor Period and 2012 Predecessor Period, respectively. Net amortization of fair value premiums on interest-bearing liabilities in the 2012 Successor Period and 2012 Predecessor Period totaled $2.0 million and $298 thousand, respectively, which reduced the Company's cost of interest-bearing liabilities by 0.39 percent and 0.45 percent, respectively.

Provision for Loan Losses and Asset Quality

3Q 2013 compared to 3Q 2012

Provision for loan losses was $1.3 million in the third quarter of 2013 compared to $1.1 million in the third quarter of 2012. Net loan charge-offs were 0.20 percent of average loans in the third quarter of 2013 compared to 0.44 percent in the third quarter of 2012. The allowance for loan and lease losses ("ALLL") and related provision were calculated separately for non-acquired loans, purchased non-impaired loans, and PCI loans. In the third quarter of 2013, the non-acquired loan provision was $253 thousand, purchased non-impaired loan provision was $670 thousand, and PCI loan provision was $357 thousand.

The following table summarizes the changes in the ALLL for each loan category in 3Q 2013 and 3Q 2012.
(Dollars in thousands)
 
Non-Acquired
 
Purchased Non-Impaired
 
Purchased Credit-Impaired
 
Total
 
 
 
 
 
 
 
 
 
3Q 2013:
 
 
 
 
 
 
 
 
Balance at July 1, 2013
 
$
4,339

 
$

 
$
2,086

 
$
6,425

Net charge-offs
 
(1
)
 
(670
)
 

 
(671
)
Provision for loan losses
 
253

 
670

 
357

 
1,280

Balance at September 30, 2013
 
$
4,591

 
$

 
$
2,443

 
$
7,034

 
 
 
 
 
 
 
 
 
3Q 2012:
 
 
 
 
 
 
 
 
Balance at July 1, 2012
 
$
1,637

 
$
634

 
$
772

 
$
3,043

Net charge-offs
 

 
(974
)
 

 
(974
)
Provision for loan losses
 
516

 
426

 
135

 
1,077

Balance at September 30, 2012
 
$
2,153

 
$
86

 
$
907

 
$
3,146

 
 
 
 
 
 
 
 
 

The increase in provision for loan losses in the third quarter of 2013 compared to the prior year third quarter was primarily due to impairments on certain of the Company's PCI loan pools, which generated provision of $357 thousand in the third quarter of 2013 compared to $135 thousand in the prior year third quarter, and higher provision on purchased non-impaired loans. The higher provision on purchased loans was partially offset by lower provision on the non-acquired loan portfolio.

The ALLL was $7.0 million, or 0.52 percent of total loans as of September 30, 2013, compared to $6.4 million, or 0.49 percent of total loans as of June 30, 2013, and $3.1 million, or 0.43 percent of total loans as of September 30, 2012. Adjusted ALLL, which includes the ALLL and net acquisition accounting fair value adjustments for acquired loans, represented 3.05 percent of total loans as of September 30, 2013 compared to 3.72 percent as of June 30, 2013 and 2.86 percent as of September 30, 2012.
Nonperforming loans as a percentage of total loans was 1.40 percent as of September 30, 2013, which was an increase from 1.14 percent as of June 30, 2013 and a decline from 1.90 percent as of September 30, 2012. Total nonperforming assets (which include nonaccrual loans, loans past due 90 days or more and still accruing, and foreclosed assets) as a percentage of total assets was 1.50 percent as of September 30, 2013, which was an increase from 1.33 percent as of June 30, 2013 and a reduction from 1.97 percent as of September 30, 2012. The decline in the nonperforming assets ratio over the past year was due to the ECB merger as well as the Company's continuing efforts to resolve legacy problem assets while maximizing value. These resolution efforts have included a combination of asset sales through various channels and successful loan workout plans.






Year-to-Date

Provision for loan losses was $4.7 million in the first nine months of 2013 while provision for loan losses totaled $4.0 million in the 2012 Successor Period and $195 thousand in the 2012 Predecessor Period. The following table summarizes the changes in ALLL for each loan category in the nine months ended September 30, 2013.
(Dollars in thousands)
 
Non-Acquired
 
Purchased Non-Impaired
 
Purchased Credit-Impaired
 
Total
 
 
 
 
 
 
 
 
 
Balance at January 1, 2013
 
$
2,665

 
$
55

 
$
1,278

 
$
3,998

Net charge-offs
 
(119
)
 
(1,557
)
 

 
(1,676
)
Provision for loan losses
 
2,045

 
1,502

 
1,165

 
4,712

Balance at September 30, 2013
 
$
4,591

 
$

 
$
2,443

 
$
7,034


Non-Interest Income

3Q 2013 compared to 3Q 2012

Non-interest income totaled $4.5 million in the third quarter of 2013, which was an increase from $3.3 million in the third quarter of 2012. The increase was primarily the result of higher income from the Company's government-guaranteed, small business lending program, higher income from service charges and fees on deposit accounts and higher income on bank-owned life insurance. These increases were partially offset by a reduction in mortgage banking income.

Government-guaranteed, small business lending income, which includes gains on sales of the guaranteed portion of certain SBA loans originated by the Company as well as servicing fees on previously sold SBA loans, increased by $749 thousand. The Company sells the guaranteed portion of certain SBA loans in the secondary market without recourse and recognizes gains as those loans are sold at a premium. Service charges and fees on deposit accounts increased by $989 thousand primarily due to the addition of deposit accounts acquired in the ECB merger. Mortgage banking income decreased by $817 thousand due to several factors, including an increase in long-term interest rates which significantly reduced refinancing activities as well as declining profit margins on loans sold to investors. The Company has taken certain steps to improve its mortgage banking performance in the future which included hiring a veteran mortgage production manager in the third quarter, hiring FHA and VA mortgage underwriters, which generally produce higher margin loans, and reducing headcount and cutting costs in the mortgage business.

Year-to-Date

Non-interest income totaled $20.7 million in the first nine months of 2013 while non-interest income totaled $7.2 million in the 2012 Successor Period and $657 thousand in the 2012 Predecessor Period. Non-interest income in the current year-to-date period included a one-time acquisition gain of $7.8 million related to the ECB merger. Securities gains totaled $1.2 million in the first nine months of 2013 as the Company recognized gains upon selling the majority of its municipal bonds for balance sheet management and tax purposes. Additionally, service charges and fees on deposits, mortgage banking income, government-guaranteed, small business lending income, and bank-owned life insurance income totaled $3.6 million, $1.8 million, $3.7 million, and $829 thousand, respectively, in the first nine months of 2013.






Non-Interest Expense

3Q 2013 compared to 3Q 2012

Non-interest expense totaled $18.7 million in the third quarter of 2013 which was a significant increase from $11.1 million in the third quarter of 2012. The increase in expenses was primarily due to increases in salaries and employee benefits, occupancy and equipment, data processing, and other non-interest expense categories due to the ECB merger which added employees, branch and other facilities, and equipment to the Company's expense base. The Company's operating efficiency ratio, which excludes non-recurring merger and conversion costs, improved from 77.9 percent in the third quarter of 2012 to 74.5 percent in the third quarter of 2013. Much of the improvement in the operating efficiency ratio was due to increased scale and operating leverage provided by the ECB merger combined with cost cutting measures implemented during the second and third quarters of 2013 which will continue to benefit the Company going forward. For example, full time equivalent employees for the combined Company decreased from 520 at the ECB merger date to 474 as of September 30, 2013.

Year-to-Date

Non-interest expense totaled $62.5 million in the first nine months of 2013 while non-interest expense totaled $28.9 million in the 2012 Successor Period and $3.2 million in the 2012 Predecessor Period. Expenses in the first nine months of 2013 were significantly impacted by ECB merger and system conversion costs, which totaled $14.0 million, as well as a higher general expense run rate following the ECB merger. The Company's operating efficiency ratio was 76.7 percent in the first nine months of 2013 compared to 80.9 percent in the 2012 Successor Period and 74.7 percent in the 2012 Predecessor Period.

Income Taxes

The Company’s income tax expense was $3.0 million in the third quarter of 2013 compared to $95 thousand in the third quarter of 2012. Income tax expense in the third quarter of 2013 includes a $1.2 million charge as a result of recently enacted decreases in North Carolina corporate income tax rates which are effective in future tax years. Taxable income is calculated using pre-tax net income adjusted for non-taxable municipal investment income, bank-owned life insurance income, and non-deductible merger costs. The Company’s income tax benefit was $206 thousand in the first nine months of 2013. The income tax benefit was $160 thousand in the 2012 Successor Period, and income tax expense was $270 thousand in the 2012 Predecessor Period.

Linked Quarter Comparison

Net income was $1.5 million in the third quarter of 2013 compared to $3.3 million in the second quarter of 2013. After preferred stock dividends and accretion, net income available to common stockholders was $776 thousand, or $0.02 per common share, in the third quarter of 2013 compared to $2.6 million, or $0.06 per common share, in the second quarter of 2013. Net operating earnings, which exclude securities gains, the ECB acquisition gain, merger and conversion costs, and a non-recurring income tax charge, improved to $3.0 million in the third quarter of 2013 from $2.8 million in the second quarter of 2013 as the Company cut costs and continued to improve its operating efficiency ratio. Similarly, pre-tax, pre-provision earnings increased to $6.2 million in the third quarter of 2013 from $6.0 million in the second quarter of 2013.

Net interest income was $19.9 million in the third quarter of 2013 compared to $20.4 million in the second quarter of 2013. The decrease in net interest income was the result of lower yields on loans and investments as well as higher costs on long-term debt due to the subordinated notes issued in the current quarter. Partially offsetting the reduction in yields was an increase in earning assets from organic business activity. Average earning assets increased from $1.75 billion in the second quarter of 2013 to $1.80 billion in the third quarter of 2013. Over this period, average loan balances increased by $45.1 million, while average investment securities balances declined by $12.7 million.

The Company's net interest margin declined from 4.67 percent in the second quarter of 2013 to 4.39 percent in the third quarter of 2013. The lower net interest margin was due to higher costs on long-term debt and lower yields on earning assets. Loan yields declined as a result of lower prevailing market loan rates on new loan originations, and yields on investments also declined as the Company reinvested principal paydowns and proceeds from sales at lower current market rates. The cost of interest-bearing liabilities increased from 0.51 percent in the second quarter of 2013 to 0.59 percent in the third quarter of 2013, which primarily reflected a higher cost of long-term debt from the issuance of $38.05 million in 10-year subordinated notes at a fixed rate of 7.625 percent. Core net interest margin, which excludes the impact of acquisition accounting, was 3.46 percent in the third quarter of 2013 compared to 3.64 percent in the second quarter of 2013.






Provision for loan losses was $1.3 million in the third quarter of 2013 compared to $1.5 million in the second quarter of 2013. The reduction in provision for loan losses in the third quarter of 2013 was primarily due to a $1.3 million reduction in provision for non-acquired loans, which was partially offset by a $1.1 million increase in provision on purchased loans. Net loan charge-offs were 0.20 percent of average loans in the third quarter of 2013 compared to 0.18 percent in the second quarter of 2013.

Non-interest income totaled $4.5 million in the third quarter of 2013, which was a significant decline from $12.7 million in the second quarter of 2013. Non-interest income in the second quarter of 2013 included a one-time acquisition gain of $7.8 million related to the ECB merger, which reflected the amount by which the fair value of acquired net assets exceeded the combined purchase price and fair value of non-controlling interests. Core non-interest income, which excludes the acquisition gain, declined by $318 thousand during this period. Government-guaranteed, small business lending income increased by $467 thousand due to increased production and loan sales while mortgage banking income declined by $786 thousand due to several factors, including an increase in long-term interest rates which significantly reduced refinancing activities as well as declining profit margins on loans sold to investors.

Non-interest expense totaled $18.7 million in the third quarter of 2013, which was a significant decline from $31.1 million in the second quarter of 2013. Lower expenses on a linked quarter basis were partially due to an $11.5 million decrease in merger and conversion-related costs. Core non-interest expense, which excludes merger and conversion-related costs, declined $974 thousand during this period as the Company cut costs, primarily personnel related, after the ECB merger and continued to improve its operating efficiency. The Company's operating efficiency ratio, which excludes merger and conversion costs, improved from 75.9 percent in the second quarter of 2013 to 74.5 percent in the third quarter of 2013.

****

VantageSouth Bank is a state-chartered bank operating forty-six banking offices in central and eastern North Carolina. The common stock of VantageSouth Bancshares, Inc. is listed on the NYSE MKT, LLC under the symbol VSB. Investors can access additional corporate information, product descriptions and online services through VantageSouth Bank’s website at www.VantageSouth.com.

Conference Call

VSB will conduct a conference call at 10:00 a.m. Eastern Time today to discuss this press release. The conference call will be broadcast live over the Internet and can be accessed by any interested party at http://www.VantageSouth.com (under the Investor Relations section). A telephone playback of the conference call will be available approximately one hour after the completion of the call by dialing (800) 633-8284 and entering passcode 21682075.

Non-GAAP Financial Measures

Statements included in this press release include non-GAAP financial measures and should be read along with the accompanying tables which provide a reconciliation of non-GAAP financial measures to GAAP financial measures. The Company's management uses these non-GAAP financial measures, including: (i) net operating earnings (loss); (ii) pre-tax, pre-provision operating earnings; (iii) operating non-interest income, (iv) operating non-interest expense, (v) operating efficiency ratio, (vi) adjusted allowance for loan losses to loans; and (vii) tangible common equity, in their analysis of the Company's performance. Net operating earnings (loss) excludes the following from net income (loss): securities gains, a one-time acquisition gain, merger and conversion costs, income tax expense from the change in future state tax rates, and the income tax effect of adjustments. Pre-tax, pre-provision operating earnings excludes the following from net income (loss): provision for loan losses, income tax expense (benefit), securities gains, a one-time acquisition gain, and merger and conversion costs. Operating non-interest income excludes a one-time acquisition gain from non-interest income. Operating non-interest expense excludes merger and conversion costs from non-interest expense. The operating efficiency ratio excludes a one-time acquisition gain and merger and conversion costs from the efficiency ratio. Adjusted allowance for loan losses adds net acquisition accounting fair value discounts to the allowance for loan losses. Tangible common equity excludes preferred stock as well as goodwill and other intangible assets, net, from total stockholders' equity.

Management believes that non-GAAP financial measures provide additional useful information that allows readers to evaluate the ongoing performance of the Company. Non-GAAP financial measures should not be considered as an alternative to any measure of performance or financial condition as promulgated under GAAP, and investors should consider the Company's performance and financial condition as reported under GAAP and all other relevant information when assessing the performance





or financial condition of the Company. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company's results or financial condition as reported under GAAP. 

Forward-Looking Statements

Information in this press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve risks and uncertainties that could cause actual results to differ materially, including without limitation, risks associated with the ownership by Piedmont of a majority of the Company’s voting power, including the possibility of the interests of Piedmont differing from other Company stockholders or any change in management, strategic direction, business plan, or operations, the ability of our management to successfully integrate the Company’s business and execute its business plan across several geographic areas, local economic conditions affecting retail and commercial real estate, disruptions in the credit markets, changes in interest rates, adverse developments in the real estate market affecting the value and marketability of collateral securing loans made by the Bank, the failure of assumptions underlying loan loss and other reserves, competition, our ability to successfully integrate any businesses that we acquire, and the risk of new and changing regulation. Additional factors that could cause actual results to differ materially are discussed in the Company’s filings with the Securities and Exchange Commission, including without limitation its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, and its Current Reports on Form 8-K. The forward-looking statements in this press release speak only as of the date of the press release, and the Company does not assume any obligation to update such forward-looking statements.






QUARTERLY RESULTS OF OPERATIONS
 
Three Months Ended
(Dollars in thousands, except per share data)
September 30,
2013
 
June 30,
2013
 
March 31, 2013
 
December 31, 2012
 
September 30, 2012
 
 
 
 
 
 
 
 
 
 
Interest income
 
 
 
 
 
 
 
 
 
Loans
$
20,348

 
$
20,376

 
$
10,697

 
$
10,898

 
$
10,810

Investment securities
1,846

 
2,005

 
815

 
855

 
1,036

Federal funds sold and interest-earning deposits
33

 
21

 
16

 
20

 
16

Total interest income
22,227

 
22,402

 
11,528

 
11,773

 
11,862

Interest expense
 
 
 
 
 
 
 
 
 
Deposits
1,621

 
1,619

 
1,302

 
1,309

 
1,320

Short-term borrowings
46

 
42

 
12

 
10

 
3

Long-term debt
654

 
313

 
270

 
279

 
274

Total interest expense
2,321

 
1,974

 
1,584

 
1,598

 
1,597

Net interest income
19,906

 
20,428

 
9,944

 
10,175

 
10,265

Provision for loan losses
1,280

 
1,492

 
1,940

 
1,167

 
1,077

Net interest income after provision for loan losses
18,626

 
18,936

 
8,004

 
9,008

 
9,188

Non-interest income
 
 
 
 
 
 
 
 
 
Service charges and fees on deposit accounts
1,512

 
1,525

 
515

 
508

 
523

Mortgage banking
310

 
1,096

 
391

 
771

 
1,127

Government-guaranteed lending
1,525

 
1,058

 
1,119

 
1,718

 
776

Bank-owned life insurance
324

 
310

 
195

 
208

 
215

Gain on sales of available for sale securities

 
123

 
1,092

 
603

 
483

Gain on acquisition

 
7,809

 

 

 

Other
866

 
743

 
150

 
325

 
208

Total non-interest income
4,537

 
12,664

 
3,462

 
4,133

 
3,332

Non-interest expense
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
10,034

 
11,009

 
5,991

 
6,588

 
5,648

Occupancy and equipment
2,497

 
2,408

 
1,547

 
1,321

 
1,385

Data processing
1,105

 
1,075

 
644

 
698

 
644

FDIC insurance premiums
423

 
400

 
227

 
216

 
205

Professional services
598

 
914

 
497

 
684

 
800

Foreclosed asset expenses
201

 
79

 
183

 
662

 
251

Other loan-related expense
909

 
792

 
461

 
352

 
419

Merger and conversion costs
477

 
11,961

 
1,601

 
2,114

 
547

Other
2,438

 
2,502

 
1,516

 
1,719

 
1,241

Total non-interest expense
18,682

 
31,140

 
12,667

 
14,354

 
11,140

Income (loss) before income taxes
4,481

 
460

 
(1,201
)
 
(1,213
)
 
1,380

Income tax expense (benefit)
2,997

 
(2,808
)
 
(395
)
 
(3,326
)
 
95

Net income (loss)
1,484

 
3,268

 
(806
)
 
2,113

 
1,285

Dividends and accretion on preferred stock
708

 
705

 
369

 
368

 
367

Net income available (loss attributable) to common stockholders
$
776

 
$
2,563

 
$
(1,175
)
 
$
1,745

 
$
918

 
 
 
 
 
 
 
 
 
 
NET INCOME (LOSS) PER COMMON SHARE
 
 
Basic
$
0.02

 
$
0.06

 
$
(0.03
)
 
$
0.05

 
$
0.03

Diluted
$
0.02

 
$
0.06

 
$
(0.03
)
 
$
0.05

 
$
0.03

 
 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE COMMON SHARES
 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
46,021,308

 
45,916,707

 
35,758,033

 
35,728,359

 
35,725,915

Weighted average common shares outstanding - diluted
46,213,216

 
45,935,330

 
35,758,033

 
35,806,191

 
35,924,425








 
Three Months Ended
(Dollars in thousands, except per share data)
September 30,
2013
 
June 30,
2013
 
March 31, 2013
 
December 31, 2012
 
September 30, 2012
PERFORMANCE RATIOS
 
 
 
 
 
 
 
 
 
Return on average assets
0.29
 %
 
0.75
 %
 
(0.30
)%
 
0.79
 %
 
0.49
 %
Return on average equity
2.55
 %
 
6.27
 %
 
(1.88
)%
 
4.84
 %
 
2.98
 %
Yield on earning assets, tax equivalent
4.90
 %
 
5.12
 %
 
4.91
 %
 
5.05
 %
 
5.18
 %
Cost of interest-bearing liabilities
0.59
 %
 
0.51
 %
 
0.76
 %
 
0.80
 %
 
0.83
 %
Net interest margin, tax equivalent
4.39
 %
 
4.67
 %
 
4.24
 %
 
4.37
 %
 
4.49
 %
Efficiency ratio
76.43
 %
 
94.10
 %
 
94.49
 %
 
100.32
 %
 
81.93
 %
Net loan charge-offs
0.20
 %
 
0.18
 %
 
0.21
 %
 
0.17
 %
 
0.44
 %
 
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP to Non-GAAP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING EARNINGS
 
 
 
 
 
 
 
 
 
Net income (loss) (GAAP)
$
1,484

 
$
3,268

 
$
(806
)
 
$
2,113

 
$
1,285

Securities gains

 
(123
)
 
(1,092
)
 
(603
)
 
(483
)
Gain on acquisition

 
(7,809
)
 

 

 

Merger and conversion costs
477

 
11,961

 
1,601

 
2,114

 
547

Income tax effect of adjustments
(172
)
 
(4,484
)
 
(125
)
 
(89
)
 
33

Deferred tax asset revaluation from reduction in state income tax rates
1,218

 

 

 

 

Deferred tax asset valuation allowance reversal

 

 

 
(3,300
)
 

Net operating earnings (loss) (Non-GAAP)
3,007

 
2,813

 
(422
)
 
235

 
1,382

Dividends and accretion on preferred stock
708

 
705

 
369

 
368

 
367

Net operating earnings available (loss attributable) to common stockholders (Non-GAAP)
$
2,299

 
$
2,108

 
$
(791
)
 
$
(133
)
 
$
1,015

 
 
 
 
 
 
 
 
 
 
OPERATING EARNINGS (LOSS) PER COMMON SHARE
 
 
 
 
 
 
 
 
 
Basic (Non-GAAP)
$
0.05

 
$
0.05

 
$
(0.02
)
 
$

 
$
0.03

Diluted (Non-GAAP)
$
0.05

 
$
0.05

 
$
(0.02
)
 
$

 
$
0.03

 
 
 
 
 
 
 
 
 
 
PRE-TAX, PRE-PROVISION OPERATING EARNINGS
 
 
 
 
 
 
 
 
 
Net income (loss) (GAAP)
$
1,484

 
$
3,268

 
$
(806
)
 
$
2,113

 
$
1,285

Provision for loan losses
1,280

 
1,492

 
1,940

 
1,167

 
1,077

Income tax expense (benefit)
2,997

 
(2,808
)
 
(395
)
 
(3,326
)
 
95

Pre-tax, pre-provision income (loss)
5,761

 
1,952

 
739

 
(46
)
 
2,457

Securities gains

 
(123
)
 
(1,092
)
 
(603
)
 
(483
)
Gain on acquisition

 
(7,809
)
 

 

 

Merger and conversion costs
477

 
11,961

 
1,601

 
2,114

 
547

Pre-tax, pre-provision operating earnings (Non-GAAP)
$
6,238

 
$
5,981

 
$
1,248

 
$
1,465

 
$
2,521

 
 
 
 
 
 
 
 
 
 
OPERATING NON-INTEREST INCOME
 
 
 
 
 
 
 
 
 
Non-interest income (GAAP)
$
4,537

 
$
12,664

 
$
3,462

 
$
4,133

 
$
3,332

Gain on acquisition

 
(7,809
)
 

 

 

Operating non-interest income (Non-GAAP)
$
4,537

 
$
4,855

 
$
3,462

 
$
4,133

 
$
3,332

 
 
 
 
 
 
 
 
 
 
OPERATING NON-INTEREST EXPENSE
 
 
 
 
 
 
 
 
 
Non-interest expense (GAAP)
$
18,682

 
$
31,140

 
$
12,667

 
$
14,354

 
$
11,140

Merger and conversion costs
(477
)
 
(11,961
)
 
(1,601
)
 
(2,114
)
 
(547
)
Operating non-interest expense (Non-GAAP)
$
18,205

 
$
19,179

 
$
11,066

 
$
12,240

 
$
10,593

 
 
 
 
 
 
 
 
 
 
OPERATING EFFICIENCY RATIO
 
 
 
 
 
 
 
 
 
Efficiency ratio (GAAP)
76.43
 %
 
94.10
 %
 
94.49
 %
 
100.32
 %
 
81.93
 %
Effect to adjust for gain on acquisition
 %
 
17.90
 %
 
 %
 
 %
 
 %
Effect to adjust for merger and conversion costs
(1.95
)%
 
(36.14
)%
 
(11.94
)%
 
(14.77
)%
 
(4.02
)%
Operating efficiency ratio (Non-GAAP)
74.48
 %
 
75.86
 %
 
82.55
 %
 
85.55
 %
 
77.91
 %
 
 
 
 
 
 
 
 
 
 





YEAR-TO-DATE RESULTS OF OPERATIONS
 
Successor
Company
 
 
Predecessor Company
(Dollars in thousands, except per share data)
Nine Months Ended
September 30, 2013
 
Period from February 1 to September 30, 2012
 
 
Period from January 1 to
January 31, 2012
 
 
 
 
 
 
 
Interest income
 
 
 
 
 
 
Loans
$
51,421

 
$
28,819

 
 
$
3,807

Investment securities
4,666

 
2,862

 
 
395

Federal funds sold and interest-earning deposits
70

 
65

 
 
4

Total interest income
56,157

 
31,746

 
 
4,206

Interest expense
 
 
 
 
 
 
Deposits
4,542

 
3,777

 
 
530

Short-term borrowings
100

 
9

 
 

Long-term debt
1,237

 
786

 
 
103

Total interest expense
5,879

 
4,572

 
 
633

Net interest income
50,278

 
27,174

 
 
3,573

Provision for loan losses
4,712

 
3,991

 
 
195

Net interest income after provision for loan losses
45,566

 
23,183

 
 
3,378

Non-interest income
 
 
 
 
 
 
Service charges and fees on deposit accounts
3,552

 
1,429

 
 
194

Mortgage banking
1,797

 
2,393

 
 
225

Government-guaranteed lending
3,702

 
1,342

 
 
98

Bank-owned life insurance
829

 
552

 
 
70

Gain on sales of available for sale securities
1,215

 
648

 
 

Gain on acquisition
7,809

 

 
 

Other
1,759

 
830

 
 
70

Total non-interest income
20,663

 
7,194

 
 
657

Non-interest expense
 
 
 
 
 
 
Salaries and employee benefits
27,034

 
14,661

 
 
1,737

Occupancy and equipment
6,452

 
3,547

 
 
396

Data processing
2,824

 
1,683

 
 
212

FDIC insurance premiums
1,050

 
711

 
 
141

Professional services
2,009

 
1,925

 
 
144

Foreclosed asset expenses
463

 
641

 
 
11

Other loan-related expense
2,162

 
1,171

 
 
162

Merger and conversion costs
14,039

 
1,050

 
 
78

Other
6,456

 
3,467

 
 
355

Total non-interest expense
62,489

 
28,856

 
 
3,236

Income before income taxes
3,740

 
1,521

 
 
799

Income tax expense (benefit)
(206
)
 
(160
)
 
 
270

Net income
3,946

 
1,681

 
 
529

Dividends and accretion on preferred stock
1,782

 
978

 
 
122

Net income available to common stockholders
$
2,164

 
$
703

 
 
$
407

 
 
 
 
 
 
 
NET INCOME PER COMMON SHARE
 
 
 
 
 
 
Basic
$
0.05

 
$
0.02

 
 
$
0.01

Diluted
$
0.05

 
$
0.02

 
 
$
0.01

 
 
 
 
 
 
 
WEIGHTED AVERAGE COMMON SHARES
 
 
 
 
 
 
Weighted average common shares outstanding - basic
42,602,944

 
35,723,057

 
 
35,511,770

Weighted average common shares outstanding - diluted
42,755,223

 
35,878,990

 
 
35,534,050

 
 
 
 
 
 
 





 
Successor
Company
 
 
Predecessor Company
(Dollars in thousands, except per share data)
Nine Months Ended
September 30, 2013
 
Period from February 1 to September 30, 2012
 
 
Period from January 1 to
January 31, 2012
 
 
 
 
 
 
 
PERFORMANCE RATIOS
 
 
 
 
 
 
Return on average assets
0.31%
 
0.24%
 
 
0.58%
Return on average equity
2.47%
 
1.48%
 
 
3.67%
Yield on earning assets, tax equivalent
5.00%
 
5.15%
 
 
5.35%
Cost of interest-bearing liabilities
0.60%
 
0.88%
 
 
0.95%
Net interest margin, tax equivalent
4.47%
 
4.41%
 
 
4.55%
Efficiency ratio
88.09%
 
83.96%
 
 
76.50%
Net loan charge-offs
0.19%
 
0.24%
 
 
—%
 
 
 
 
 
 
 
Reconciliation of GAAP to Non-GAAP
 
 
 
 
 
 
 
 
 
 
 
 
 
OPERATING EARNINGS
 
 
 
 
 
 
Net income (GAAP)
$
3,946

 
$
1,681

 
 
$
529

Securities gains
(1,215
)
 
(648
)
 
 

Gain on acquisition
(7,809
)
 

 
 

Merger and conversion costs
14,039

 
1,050

 
 
78

Income tax effect of adjustments
(4,793
)
 
(153
)
 
 
(30
)
Deferred tax asset revaluation from reduction in state income tax rates
1,218

 

 
 

Net operating earnings (Non-GAAP)
5,386

 
1,930

 

577

Dividends and accretion on preferred stock
1,782

 
978

 
 
122

Net operating earnings available to common stockholders (Non-GAAP)
$
3,604

 
$
952

 

$
455

 
 
 
 
 
 
 
OPERATING EARNINGS PER COMMON SHARE
 
 
 
 
 
 
Basic (Non-GAAP)
$
0.08

 
$
0.03

 
 
$
0.01

Diluted (Non-GAAP)
$
0.08

 
$
0.03

 
 
$
0.01

 
 
 
 
 
 
 
PRE-TAX, PRE-PROVISION OPERATING EARNINGS
 
 
 
 
 
 
Net income (GAAP)
$
3,946

 
$
1,681

 
 
$
529

Provision for loan losses
4,712

 
3,991

 
 
195

Income tax expense (benefit)
(206
)
 
(160
)
 
 
270

Pre-tax, pre-provision income
8,452

 
5,512

 
 
994

Securities gains
(1,215
)
 
(648
)
 
 

Gain on acquisition
(7,809
)
 

 
 

Merger and conversion costs
14,039

 
1,050

 
 
78

Pre-tax, pre-provision operating earnings (Non-GAAP)
$
13,467

 
$
5,914

 
 
$
1,072

 
 
 
 
 
 
 
OPERATING NON-INTEREST INCOME
 
 
 
 
 
 
Non-interest income (GAAP)
$
20,663

 
$
7,194

 
 
$
657

Gain on acquisition
(7,809
)
 

 
 

Operating non-interest income (Non-GAAP)
$
12,854

 
$
7,194

 
 
$
657

 
 
 
 
 
 
 
OPERATING NON-INTEREST EXPENSE
 
 
 
 
 
 
Non-interest expense (GAAP)
$
62,489

 
$
28,856

 
 
$
3,236

Merger and conversion costs
(14,039
)
 
(1,050
)
 
 
(78
)
Operating non-interest expense (Non-GAAP)
$
48,450

 
$
27,806

 
 
$
3,158

 
 
 
 
 
 
 
OPERATING EFFICIENCY RATIO
 
 
 
 
 
 
Efficiency ratio (GAAP)
88.09
 %
 
83.96
 %
 
 
76.50
 %
Effect to adjust for gain on acquisition
10.90
 %
 

 
 

Effect to adjust for merger and conversion costs
(22.24
)%
 
(3.06
)%
 
 
(1.84
)%
Operating efficiency ratio (Non-GAAP)
76.75
 %
 
80.90
 %
 

74.66
 %
 
 
 
 
 
 
 





QUARTERLY BALANCE SHEETS
 
Ending Balances
(Dollars in thousands, except per share data)
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
 
2013
 
2013
 
2013
 
2012
 
2012
Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
37,681

 
$
29,264

 
$
11,020

 
$
15,735

 
$
13,187

Interest-earning deposits with banks
47,954

 
57,689

 
4,092

 
7,978

 
3,821

Federal funds sold

 
855

 
29,125

 
26,750

 
20,550

Investment securities available for sale
403,900

 
376,536

 
154,634

 
136,311

 
153,742

Investment securities held to maturity
208

 
200

 
194

 
180

 
166

Loans held for sale
7,349

 
21,142

 
8,671

 
16,439

 
8,239

Loans
1,353,360

 
1,323,981

 
794,623

 
763,416

 
739,028

Allowance for loan losses
(7,034
)
 
(6,425
)
 
(5,527
)
 
(3,998
)
 
(3,146
)
Net loans
1,346,326

 
1,317,556

 
789,096

 
759,418

 
735,882

Federal Home Loan Bank stock
8,029

 
6,904

 
2,382

 
2,307

 
2,172

Premises and equipment, net
42,306

 
43,052

 
17,885

 
17,351

 
17,068

Bank-owned life insurance
32,896

 
32,642

 
20,138

 
19,976

 
19,800

Foreclosed assets
11,806

 
11,632

 
4,752

 
5,837

 
6,697

Deferred tax asset, net
55,692

 
58,831

 
37,525

 
36,659

 
33,162

Goodwill
26,254

 
26,254

 
26,254

 
26,254

 
26,254

Other intangible assets, net
6,113

 
6,343

 
2,266

 
2,376

 
2,487

Accrued interest receivable and other assets
19,557

 
20,088

 
8,008

 
11,654

 
10,842

Total assets
$
2,046,071

 
$
2,008,988

 
$
1,116,042

 
$
1,085,225

 
$
1,054,069

 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Non-interest demand
$
208,736

 
$
197,229

 
$
73,756

 
$
71,613

 
$
111,725

Interest-bearing demand
339,973

 
344,515

 
188,463

 
188,843

 
139,768

Money market and savings
458,214

 
482,672

 
270,994

 
260,966

 
241,324

Time
615,616

 
630,283

 
370,710

 
351,800

 
360,172

Total deposits
1,622,539

 
1,654,699

 
903,923

 
873,222

 
852,989

Short-term borrowings
100,500

 
68,002

 
6,000

 
7,500

 

Long-term debt
75,880

 
45,341

 
28,902

 
19,864

 
24,326

Accrued interest payable and other liabilities
16,143

 
11,505

 
4,818

 
10,698

 
5,243

Total liabilities
1,815,062

 
1,779,547

 
943,643

 
911,284

 
882,558

 
 
 
 
 
 
 
 
 
 
Stockholders' equity
 
 
 
 
 
 
 
 
 
Preferred stock, series A, no par value
24,833

 
24,774

 
24,715

 
24,657

 
24,601

Preferred stock, series B, no par value
17,776

 
17,663

 

 

 

Common stock, $0.001 par value
46

 
46

 
36

 
36

 
36

Common stock warrant
1,457

 
1,457

 
1,325

 
1,325

 
1,325

Additional paid-in capital
188,658

 
188,408

 
147,738

 
147,510

 
146,655

Retained earnings (accumulated deficit)
760

 
(16
)
 
(2,578
)
 
(1,405
)
 
(3,200
)
Accumulated other comprehensive income (loss)
(2,521
)
 
(2,891
)
 
1,163

 
1,818

 
2,094

Total stockholders' equity
231,009

 
229,441

 
172,399

 
173,941

 
171,511

Total liabilities and stockholders' equity
$
2,046,071

 
$
2,008,988

 
$
1,116,042

 
$
1,085,225

 
$
1,054,069

 
 
 
 
 
 
 
 
 
 
Supplemental information on components of accumulated other comprehensive income (loss):
 
 
 
 
 
 
 
 
Investment securities available for sale, net of tax
$
(4,430
)
 
$
(5,115
)
 
$
1,374

 
$
2,085

 
$
2,367

Cash flow hedges, net of tax
1,909

 
2,224

 
(211
)
 
(267
)
 
(273
)
Total accumulated other comprehensive income (loss)
$
(2,521
)
 
$
(2,891
)
 
$
1,163

 
$
1,818

 
$
2,094

 
 
 
 
 
 
 
 
 
 





 
Ending Balances
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
September 30,
(Dollars in thousands, except per share data)
2013
 
2013
 
2013
 
2012
 
2012
 
 
 
 
 
 
 
 
 
 
COMMON SHARE DATA
 
 
 
 
 
 
 
 
 
Book value per common share
$
4.09

 
$
4.06

 
$
4.13

 
$
4.18

 
$
4.11

Tangible book value per common share
$
3.39

 
$
3.35

 
$
3.33

 
$
3.37

 
$
3.31

Ending shares outstanding
46,037,808

 
46,038,808

 
35,779,127

 
35,754,247

 
35,747,576

 
 
 
 
 
 
 
 
 
 
CAPITAL RATIOS
 
 
 
 
 
 
 
 
 
Tangible equity to tangible assets
9.86
%
 
9.96
%
 
13.23
%
 
13.75
%
 
13.92
%
Tangible common equity to tangible assets
7.75
%
 
7.81
%
 
10.96
%
 
11.42
%
 
11.52
%
VantageSouth Bank:
 
 
 
 
 
 
 
 
 
Tier 1 leverage ratio
9.95
%
 
8.26
%
 
11.08
%
 
11.45
%
 
9.89
%
Tier 1 risk-based capital ratio
11.78
%
 
10.22
%
 
13.13
%
 
13.66
%
 
12.82
%
Total risk-based capital ratio
12.66
%
 
11.11
%
 
14.58
%
 
14.96
%
 
13.28
%
Crescent State Bank:
 
 
 
 
 
 
 
 
 
Tier 1 leverage ratio
N/A

 
N/A

 
N/A

 
N/A

 
12.21
%
Tier 1 risk-based capital ratio
N/A

 
N/A

 
N/A

 
N/A

 
13.81
%
Total risk-based capital ratio
N/A

 
N/A

 
N/A

 
N/A

 
15.20
%
 
 
 
 
 
 
 
 
 
 
ASSET QUALITY DATA
 
 
 
 
 
 
 
 
 
Nonperforming loans
$
18,911

 
$
15,116

 
$
11,792

 
$
12,770

 
$
14,023

Foreclosed assets
11,806

 
11,632

 
4,752

 
5,837

 
6,697

Total nonperforming assets
$
30,717

 
$
26,748

 
$
16,544

 
$
18,607

 
$
20,720

 
 
 
 
 
 
 
 
 
 
Allowance for loan losses to loans
0.52
%
 
0.49
%
 
0.70
%
 
0.52
%
 
0.43
%
Nonperforming loans to total loans
1.40
%
 
1.14
%
 
1.48
%
 
1.67
%
 
1.90
%
Nonperforming assets to total assets
1.50
%
 
1.33
%
 
1.48
%
 
1.71
%
 
1.97
%
Restructured loans not included in categories above
$
542

 
$
550

 
$
558

 
$
104

 
$

 
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP to Non-GAAP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ADJUSTED ALLOWANCE FOR LOAN LOSSES
 
 
 
 
 
 
 
 
 
Allowance for loan losses (GAAP)
$
7,034

 
$
6,425

 
$
5,527

 
$
3,998

 
$
3,146

Net acquisition accounting fair value discounts to loans
34,264

 
42,783

 
14,688

 
16,633

 
17,962

Adjusted allowance for loan losses
41,298

 
49,208

 
20,215

 
20,631

 
21,108

Loans
$
1,353,360

 
$
1,323,981

 
$
794,623

 
$
763,416

 
$
739,028

Adjusted allowance for loan losses to loans (Non-GAAP)
3.05
%
 
3.72
%
 
2.54
%
 
2.70
%
 
2.86
%
 
 
 
 
 
 
 
 
 
 
TANGIBLE COMMON EQUITY
 
 
 
 
 
 
 
 
 
Total stockholders' equity (GAAP)
$
231,009

 
$
229,441

 
$
172,399

 
$
173,941

 
$
171,511

Less: Preferred stock
42,609

 
42,437

 
24,715

 
24,657

 
24,601

Less: Goodwill and other intangible assets, net
32,367

 
32,597

 
28,520

 
28,630

 
28,741

Tangible common equity (Non-GAAP)
$
156,033

 
$
154,407

 
$
119,164

 
$
120,654

 
$
118,169

 
 
 
 
 
 
 
 
 
 





QUARTERLY NET INTEREST MARGIN ANALYSIS
 
Three months ended
September 30, 2013
 
Three months ended
June 30, 2013
 
Three months ended
September 30, 2012
(Dollars in thousands)
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 

 
 

 
 

 
 
 
 
 
 
 
 

 
 

 
 

Loans
$
1,361,340

 
$
20,348

 
5.93
%
 
$
1,316,237

 
$
20,376

 
6.21
%
 
$
722,177

 
$
10,810

 
5.95
%
Investment securities
381,684

 
1,849

 
1.92

 
394,398

 
2,008

 
2.04

 
163,655

 
1,115

 
2.71

Federal funds and other
55,984

 
33

 
0.23

 
43,719

 
21

 
0.19

 
30,844

 
16

 
0.21

Total interest-earning assets
1,799,008

 
22,230

 
4.90
%
 
1,754,354

 
22,405

 
5.12
%
 
916,676

 
11,941

 
5.18
%
Non-interest-earning assets
220,220

 
 

 
 

 
225,912

 
 
 
 
 
132,347

 
 

 
 

Total assets
$
2,019,228

 
 

 
 

 
$
1,980,266

 
 
 
 
 
$
1,049,023

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 

 
 

 
 

 
 
 
 
 
 
 
 

 
 

 
 

Interest-bearing demand
$
335,653

 
156

 
0.18
%
 
$
333,215

 
183

 
0.22
%
 
$
135,786

 
$
102

 
0.30
%
Money market and savings
475,985

 
332

 
0.28

 
484,685

 
346

 
0.29

 
244,619

 
357

 
0.58

Time
627,874

 
1,133

 
0.72

 
620,441

 
1,090

 
0.70

 
362,733

 
862

 
0.95

Total interest-bearing deposits
1,439,512

 
1,621

 
0.45

 
1,438,341

 
1,619

 
0.45

 
743,138

 
1,321

 
0.71

Short-term borrowings
72,068

 
46

 
0.25

 
58,292

 
42

 
0.29

 
1,500

 
3

 
0.80

Long-term debt
62,347

 
654

 
4.16

 
45,465

 
313

 
2.76

 
22,802

 
274

 
4.78

Total interest-bearing liabilities
1,573,927

 
2,321

 
0.59
%
 
1,542,098

 
1,974

 
0.51
%
 
767,440

 
1,598

 
0.83
%
Noninterest-bearing deposits
203,427

 
 

 
 

 
192,459

 
 
 
 
 
103,535

 
 

 
 

Other liabilities
10,714

 
 

 
 

 
8,846

 
 
 
 
 
6,457

 
 

 
 

Total liabilities
1,788,068

 
 

 
 

 
1,743,403

 
 
 
 
 
877,432

 
 

 
 

Stockholders’ equity
231,160

 
 

 
 

 
236,863

 
 
 
 
 
171,591

 
 

 
 

Total liabilities and stockholders’ equity
$
2,019,228

 
 

 
 

 
$
1,980,266

 
 

 
 
 
$
1,049,023

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income, taxable equivalent
 

 
$
19,909

 
 

 
 

 
$
20,431

 
 
 
 

 
$
10,343

 
 

Interest rate spread
 

 
 

 
4.31
%
 
 
 
 
 
4.61
%
 
 

 
 

 
4.35
%
Tax equivalent net interest margin
 

 
 

 
4.39
%
 
 
 
 
 
4.67
%
 
 

 
 

 
4.49
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of average interest-earning assets to average interest-bearing liabilities
 

 
 

 
114.30
%
 
 
 
 
 
113.76
%
 
 

 
 

 
119.45
%
* Taxable equivalent basis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





YEAR-TO-DATE NET INTEREST MARGIN ANALYSIS
 
Successor Company
 
 
Predecessor Company
 
Nine months ended
September 30, 2013
 
Period from February 1 to
September 30, 2012
 
 
Period from January 1 to
January 31, 2012
(Dollars in thousands)
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
Loans
$
1,153,455

 
$
51,421

 
5.96
%
 
$
719,196

 
$
28,819

 
6.04
%
 
 
$
730,387

 
$
3,807

 
6.15
%
Investment securities
307,458

 
4,715

 
2.05

 
170,856

 
3,056

 
2.69

 
 
180,220

 
419

 
2.74

Federal funds and other
43,109

 
70

 
0.22

 
44,388

 
65

 
0.22

 
 
23,719

 
4

 
0.20

Total interest-earning assets
1,504,022

 
56,206

 
5.00
%
 
934,440

 
31,940

 
5.15
%
 
 
934,326

 
4,230

 
5.35
%
Non-interest-earning assets
192,570

 
 

 
 

 
125,252

 
 

 
 

 
 
134,240

 
 
 
 

Total assets
$
1,696,592

 
 

 
 

 
$
1,059,692

 
 

 
 

 
 
$
1,068,566

 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 

Interest-bearing demand
$
284,178

 
478

 
0.22
%
 
$
145,764

 
$
420

 
0.43
%
 
 
$
172,363

 
$
108

 
0.74
%
Money market and savings
408,529

 
1,021

 
0.33

 
231,133

 
991

 
0.65

 
 
184,716

 
96

 
0.61

Time
537,188

 
3,043

 
0.76

 
377,754

 
2,367

 
0.94

 
 
404,999

 
326

 
0.95

Total interest-bearing deposits
1,229,895

 
4,542

 
0.49

 
754,651

 
3,778

 
0.75

 
 
762,078

 
530

 
0.82

Short-term borrowings
45,857

 
100

 
0.29

 
2,917

 
9

 
0.46

 
 
968

 

 

Long-term debt
43,670

 
1,237

 
3.79

 
23,134

 
786

 
5.12

 
 
24,217

 
103

 
5.02

Total interest-bearing liabilities
1,319,422

 
5,879

 
0.60
%
 
780,702

 
4,573

 
0.88
%
 
 
787,263

 
633

 
0.95
%
Noninterest-bearing deposits
154,619

 
 

 
 

 
101,370

 
 

 
 

 
 
107,156

 
 
 
 

Other liabilities
8,661

 
 

 
 

 
6,637

 
 

 
 

 
 
4,184

 
 
 
 

Total liabilities
1,482,702

 
 

 
 

 
888,709

 
 

 
 

 
 
898,603

 
 
 
 

Stockholders’ equity
213,890

 
 

 
 

 
170,983

 
 

 
 

 
 
169,963

 
 
 
 

Total liabilities and stockholders’ equity
$
1,696,592

 
 

 
 

 
$
1,059,692

 
 

 
 

 
 
$
1,068,566

 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income, taxable equivalent
 

 
$
50,327

 
 

 
 

 
$
27,367

 
 

 
 
 
 
$
3,597

 
 

Interest rate spread
 

 
 

 
4.40
%
 
 

 
 

 
4.27
%
 
 
 
 
 
 
4.40
%
Tax equivalent net interest margin
 

 
 

 
4.47
%
 
 

 
 

 
4.41
%
 
 
 
 
 
 
4.55
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of average interest-earning assets to average interest-bearing liabilities
 

 
 

 
113.99
%
 
 

 
 

 
119.69
%
 
 
 
 
 
 
118.68
%
* Taxable equivalent basis