EX-99.1 2 q42013pressrelease.htm PRESS RELEASE Q4 2013 Press Release


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

FOR IMMEDIATE RELEASE
 
VantageSouth Bancshares, Inc. Reports Fourth Quarter 2013 Net Income of $3.3 Million and Pre-Tax, Pre-Provision Earnings of $6.8 Million Reflecting Continued Business Momentum and Earnings Growth

RALEIGH, N.C., January 29, 2014 – VantageSouth Bancshares, Inc. (NYSE MKT: VSB) (the "Company"), the parent company of VantageSouth Bank, today reported fourth quarter and year end financial results for 2013. The following list summarizes the Company's fourth quarter 2013 financial highlights and other significant events:

The Company recently announced a proposed merger with Yadkin Financial Corporation, which will create the largest community bank in North Carolina.

The Company also recently announced a private placement of $46.9 million of its common stock, which will be used to redeem its outstanding preferred stock and warrants previously issued to the U.S. Department of Treasury.

Net income in 4Q 2013 was $3.3 million, which was an improvement from $1.5 million in 3Q 2013 and $2.1 million in 4Q 2012.

Pre-tax, pre-provision operating earnings totaled $6.8 million in 4Q 2013, an increase from $6.2 million in 3Q 2013 and $1.5 million in 4Q 2012.

Annualized net loan growth was 11 percent in 4Q 2013 while loan originations and commitments totaled $164.6 million in the quarter.

Net interest margin was 4.31 percent in 4Q 2013 compared to 4.39 percent 3Q 2013 and 4.37 percent in 4Q 2012.

Government-guaranteed, small business lending income increased to $1.9 million in 4Q 2013 from $1.5 million in 3Q 2013 and $1.7 million in 4Q 2012 while loan originations by this group totaled $21.5 million in the fourth quarter.

The Company was named the top small business lender in North Carolina by the U.S. Small Business Association ("SBA").

Operating efficiency ratio improved to 71.9 percent in 4Q 2013 from 74.5 percent in 3Q 2013 and 85.5 percent in 4Q 2012.

“We continued our positive earnings trend and again achieved robust loan growth in the quarter” stated Scott Custer, CEO of the Company, commenting on the Company's financial performance in the fourth quarter of 2013. Mr. Custer continued, “our SBA lending group notched its highest quarterly revenue number in the history of our bank and continues to grow its government-guaranteed, small business loan production platform. We are proud of the reputation we've built in our communities by partnering with the SBA to provide financing solutions to small businesses throughout the Southeast and Mid-Atlantic regions. In fact, the SBA recently recognized our bank as the top small business lender in North Carolina. As we continue to grow our business by meeting the banking needs of our customers, we have also focused on cutting costs and improving our operating efficiency to the level of a high performing community bank. We improved our operating efficiency ratio in each successive quarter in 2013 and will continue this priority into 2014."






Discussing the proposed merger with Yadkin Financial Corporation ("Yadkin"), Mr. Custer commented, "we are obviously excited about our pending merger with Yadkin. We believe that the combination of these two banks will not only create the largest community bank in North Carolina but will create a more efficient, more profitable combined organization that we can all be proud of. Our franchises are complementary in many ways and will enable us to better serve the needs of both our customers and shareholders."

Results of Operations and Asset Quality

4Q 2013 compared to 3Q 2013

Net income was $3.3 million in the fourth quarter of 2013, which was an improvement from $1.5 million in the third quarter of 2013. After preferred stock dividends and accretion, net income available to common stockholders was $2.6 million, or $0.06 per common share, in the fourth quarter of 2013 compared to $776 thousand, or $0.02 per common share, in the third quarter of 2013. Net operating earnings, which excludes merger and conversion costs and a non-recurring income tax charge, improved to $3.8 million, or $0.07 per common share, in the fourth quarter of 2013 from $3.0 million, or $0.05 per common share, in the third quarter of 2013 as the Company cut costs and continued to improve its operating efficiency. Similarly, pre-tax, pre-provision earnings increased to $6.8 million in the fourth quarter of 2013 from $6.2 million in the third quarter of 2013.

Net interest income was $19.8 million in the fourth quarter of 2013 compared to $19.9 million in the third quarter of 2013. The decrease in net interest income was primarily due to the Company's net interest margin declining from 4.39 percent in the third quarter of 2013 to 4.31 percent in the fourth quarter of 2013. Partially offsetting the net interest margin reduction was an increase in earning assets from organic business and lending activity. Average earning assets increased from $1.80 billion in the third quarter of 2013 to $1.83 billion in the fourth quarter of 2013. Over this period, average loan balances increased by $18.7 million while average investment securities balances increased by $29.9 million. The lower net interest margin was largely due to higher costs on long-term debt following the Company's issuance of $38.1 million of subordinated debt in August 2013. Core net interest margin, which excludes the impact of acquisition accounting, was 3.46 percent in the fourth quarter of 2013 compared to 3.47 percent in the third quarter of 2013.

Income accretion on purchased loans totaled $5.2 million in the fourth quarter of 2013, which consisted of $3.2 million of accretion on purchased credit-impaired ("PCI") loans and $2.1 million of accretion income on purchased non-impaired loans. Income accretion on purchased loans in the third quarter of 2013 totaled $5.7 million, which included $3.1 million of accretion on PCI loans and $2.5 million of accretion income on purchased non-impaired loans. Accretion income on purchased non-impaired loans in the fourth quarter of 2013 included $573 thousand of accelerated accretion due to principal prepayments compared to $895 thousand of such income in the third quarter of 2013. Time deposit fair value amortization, which reduced interest expense, totaled $739 thousand in the fourth quarter of 2013 compared to $857 thousand in the third quarter of 2013.

Provision for loan losses was $757 thousand in the fourth quarter of 2013, which was a decline from $1.3 million in the third quarter of 2013. The reduction in provision for loan losses was primarily due to a $439 thousand decrease in provision expense on PCI loans from improvements in expected cash flows in the fourth quarter. Annualized net loan charge-offs were 0.22 percent of average loans in the fourth quarter of 2013 compared to 0.20 percent in the third quarter of 2013. The following table summarizes the changes in the Company's allowance for loan losses ("ALLL") in the third and fourth quarters of 2013.
(Dollars in thousands)
 
Non-PCI Loans
 
PCI Loans
 
Total
Q4 2013:
 
 
 
 
 
 
Balance at October 1, 2013
 
$
4,591

 
$
2,443

 
$
7,034

Net charge-offs
 
(748
)
 

 
(748
)
Provision for loan losses
 
839

 
(82
)
 
757

Balance at December 31, 2013
 
$
4,682

 
$
2,361

 
$
7,043

 
 
 
 
 
 
 
Q3 2013:
 
 
 
 
 
 
Balance at July 1, 2013
 
$
4,339

 
$
2,086

 
$
6,425

Net charge-offs
 
(671
)
 

 
(671
)
Provision for loan losses
 
923

 
357

 
1,280

Balance at September 31, 2013
 
$
4,591

 
$
2,443

 
$
7,034







The ALLL was $7.0 million, or 0.51 percent of total loans, as of December 31, 2013, compared to $7.0 million, or 0.52 percent of total loans, as of September 30, 2013, and $4.0 million, or 0.52 percent of total loans, as of December 31, 2012. Adjusted ALLL, which includes the ALLL and net acquisition accounting fair value adjustments for acquired loans, represented 2.75 percent of total loans as of December 31, 2013 compared to 3.05 percent as of September 30, 2013 and 2.70 percent as of December 31, 2012.

Nonperforming loans as a percentage of total loans was 1.51 percent as of December 31, 2013, which was an increase from 1.40 percent as of September 30, 2013 and a decline from 1.67 percent as of December 31, 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 both December 31, 2013 and September 30, 2013 compared to 1.71 percent as of December 31, 2012. The decline in the nonperforming assets ratio over the past year was due to the Company's acquisition of ECB Bancorp, Inc. (the "ECB merger") as well as its 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.

Non-interest income totaled $4.6 million in the fourth quarter of 2013 compared to $4.5 million in the third quarter of 2013. 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 $359 thousand due to increased production and loan sales. Mortgage banking income increased by $158 thousand from higher production volume and widening profit margins on loans sold to investors. These increases in income were partially offset by a reduction in other non-interest income of $469 thousand resulting primarily from a third quarter gain on a non-marketable investment and lower merchant income.

Non-interest expense totaled $18.1 million in the fourth quarter of 2013, which was a decline from $18.7 million in the third quarter of 2013. Core non-interest expense, which excludes merger and conversion-related costs, declined by $681 thousand during this period as the Company continued to improve its operating efficiency following the ECB merger earlier in 2013. The Company's operating efficiency ratio, which excludes merger and conversion costs, improved from 74.5 percent in the third quarter of 2013 to 71.9 percent in the fourth quarter of 2013.

The Company’s income tax expense was $2.2 million in the fourth quarter of 2013 compared to $3.0 million in the third quarter of 2013. Income tax expense in the third quarter of 2013 was significantly impacted by 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-deductible merger costs as well as non-taxable municipal investment income and bank-owned life insurance income.

4Q 2013 compared to 4Q 2012

Net income was $3.3 million in the fourth quarter of 2013 compared to $2.1 million in the fourth quarter of 2012. After preferred stock dividends and accretion, net income available to common stockholders was $2.6 million, or $0.06 per common share, in the fourth quarter of 2013 compared to net income of $1.7 million, or $0.05 per common share, in the fourth quarter of 2012. Net operating earnings, which exclude securities gains, merger and conversion costs, and the reversal of a deferred tax valuation allowance, improved to $3.8 million in fourth quarter of 2013 from $235 thousand in the fourth 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 improving its operating efficiency. Similarly, pre-tax, pre-provision operating earnings increased to $6.8 million in the fourth quarter of 2013 from $1.5 million in the fourth quarter of 2012.

Net interest income was $19.8 million in the fourth quarter of 2013 compared to $10.2 million in the fourth 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 $1.07 billion in the fourth quarter of 2012 to $2.06 billion in the fourth quarter of 2013. Over this period, average loan balances increased by $631.0 million, of which $466.5 million was from acquired ECB loans, and average investment securities balances increased by $264.4 million. In addition, average deposits increased by $778.1 million, including $736.1 million from the ECB merger.






The Company's net interest margin declined from 4.37 percent in the fourth quarter of 2012 to 4.31 percent in the fourth quarter of 2013. The margin reduction was primarily due to declining yields on interest-earning assets partially offset by lower costs on interest-bearing liabilities. The yield on earning assets declined from 5.05 percent in the fourth quarter of 2012 to 4.91 percent in the fourth 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 0.80 percent in the fourth quarter of 2012 to 0.69 percent in the fourth 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 $38.1 million of subordinated debt in August 2013. These subordinated notes were issued to further strengthen and diversify the Company's regulatory capital position.

Provision for loan losses was $757 thousand in the fourth quarter of 2013 compared to $1.2 million in the fourth quarter of 2012. The reduction in provision for loan losses was primarily due improvements in expected cash flows on certain PCI loan pools in the fourth quarter of 2013 compared to PCI loan provision expense of $371 thousand in the prior year fourth quarter. Annualized net loan charge-offs were 0.22 percent of average loans in the fourth quarter of 2013 compared to 0.17 percent in the fourth quarter of 2012. The following table summarizes the changes in the ALLL in the fourth quarters of 2013 and 2012.
(Dollars in thousands)
 
Non-PCI Loans
 
PCI Loans
 
Total
Q4 2013:
 
 
 
 
 
 
Balance at October 1, 2013
 
$
4,591

 
$
2,443

 
$
7,034

Net charge-offs
 
(748
)
 

 
(748
)
Provision for loan losses
 
839

 
(82
)
 
757

Balance at December 31, 2013
 
$
4,682

 
$
2,361

 
$
7,043

 
 
 
 
 
 
 
Q4 2012:
 
 
 
 
 
 
Balance at October 1, 2012
 
$
2,239

 
$
907

 
$
3,146

Net charge-offs
 
(315
)
 

 
(315
)
Provision for loan losses
 
796

 
371

 
1,167

Balance at December 31, 2012
 
$
2,720

 
$
1,278

 
$
3,998


Non-interest income totaled $4.6 million in the fourth quarter of 2013, which was an increase from $4.1 million in the fourth quarter of 2012. The increase was primarily the result of higher income from service charges and fees, government-guaranteed lending, and bank-owned life insurance. These increases were partially offset by a reduction in mortgage banking income and gains on sales of securities.

Service charges and fees increased by $899 thousand primarily due to the addition of deposit accounts acquired in the ECB merger. Government-guaranteed, small business lending income increased by $166 thousand. Bank-owned life insurance income increased by $189 thousand primarily due to the addition of life insurance policies acquired in the ECB merger. Mortgage banking income decreased by $303 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 of 2013, hiring FHA and VA mortgage underwriters, which generally produce higher margin loans, and reducing headcount and cutting costs in the mortgage business.






Non-interest expense totaled $18.1 million in the fourth quarter of 2013, which was a significant increase from $14.4 million in the fourth 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 85.5 percent in the fourth quarter of 2012 to 71.9 percent in the fourth 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 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 455 as of December 31, 2013.

The Company’s income tax expense was $2.2 million in the fourth quarter of 2013 compared to an income tax benefit of $3.3 million in the fourth quarter of 2012. Income tax expense in the fourth quarter of 2012 was significantly impacted by a $3.3 million reversal of a deferred tax valuation allowance.

Proposed Merger with Yadkin Financial Corporation
On January 27, 2014, the Company entered into an Agreement and Plan of Merger with Yadkin Financial Corporation (the “Yadkin Merger Agreement”). Pursuant to the Yadkin Merger Agreement, the Company will merge with and into Yadkin Financial (the “Merger”), which will be the surviving bank holding corporation. Immediately following the Merger, the Company's wholly-owned banking subsidiary, VantageSouth Bank, will be merged with and into Yadkin Bank. At the time of the Merger, all of the Company's outstanding shares of common stock will be converted into the right to receive 0.3125 shares of Yadkin Financial Corporation (“Yadkin”) common stock. The Merger is subject to customary closing conditions, including regulatory and stockholder approvals. The Company expects the Merger to close late in the second quarter of 2014.
Yadkin is the holding company for Yadkin Bank, a full-service community bank with thirty-three branches throughout its two regions in central and western North Carolina and upstate South Carolina. Yadkin Bank provides mortgage-lending services through its mortgage division, Yadkin Mortgage, headquartered in Greensboro, NC. Securities brokerage services are provided by Yadkin Wealth, Inc., a Yadkin Bank subsidiary. Yadkin’s website is www.YadkinBank.com. Yadkin shares are traded on NASDAQ under the symbol YDKN.

Private Placement of Common Stock
On January 27, 2014, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with accredited investors and certain directors of the Company and their affiliates to purchase an aggregate of 9.2 million shares of the Company’s common stock for an aggregate purchase price of approximately $46.9 million (the “Private Placement”). The Private Placement is expected to close on or about January 31, 2014, subject to customary closing conditions. The net proceeds of the private placement will be used to redeem the Company's outstanding $42.8 million of preferred stock previously issued to the U.S. Department of Treasury ("Treasury") pursuant to the TARP Capital Purchase Program, to repurchase the warrants to purchase 1,348,398 shares of common stock from Treasury, and for general corporate purposes.

ECB Merger

On April 1, 2013, the Company completed the ECB merger. Immediately following the ECB merger, The East Carolina Bank, a wholly-owned subsidiary of ECB, was merged 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 10.3 million shares of VSB common stock. Based upon the closing price of VSB common stock at the time of merger, 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 other equity 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.

****






VantageSouth Bank is a state-chartered bank operating forty-five 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.

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. Information in this press release also contains forward-looking statements with respect to the expected Merger and the Private Placement. These statements involve risks and uncertainties that could cause actual results to differ materially from those anticipated by such forward-looking statements, including without limitation: delays in obtaining or failure to receive required regulatory approvals; the possibility that fewer than the required number of Company or Yadkin stockholders vote to approve the Merger; the occurrence of events that would have a material adverse effect on us or Yadkin (as defined in the Merger Agreement); potential delays in the closing of the Merger, potential deposit attrition, higher than expected costs, customer loss and business disruption associated with business integration, including, without limitation, potential difficulties in maintaining relationships with key personnel, technological integration, and other integration related-matters; other uncertainties arising in connection with the Merger; the ability to meet the closing conditions under the Purchase Agreement and risk factors that are discussed in Yadkin’s filings with the Securities and Exchange Commission (“SEC”), including without limitation its Annual Reports 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.






ADDITIONAL INFORMATION FOR STOCKHOLDERS

In connection with the proposed Merger, Yadkin will file with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 that will include a joint proxy statement of Yadkin and the Company and a prospectus of Yadkin, as well as other relevant documents concerning the proposed transaction. Both the Company and Yadkin will mail the joint proxy statement/prospectus to their respective stockholders. SHAREHOLDERS OF YADKIN AND the Company ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED MERGER WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the proxy statement/prospectus (when available) and other filings containing information about Yadkin and the Company at the SEC's website at www.sec.gov. The joint proxy statement/prospectus (when available) and the other filings may also be obtained free of charge at Yadkin's website at www.YadkinBank.com, or at the Company’s website at www.VantageSouth.com.

Yadkin and certain of their respective Directors and executive officers, under the SEC's rules, may be deemed to be participants in the solicitation of proxies of Yadkin and the Company’s stockholders in connection with the proposed Merger. Information about the Directors and executive officers of Yadkin and their ownership of Yadkin common stock is set forth in the proxy statement for Yadkin's 2013 Annual Meeting of Shareholders, as filed with the SEC on Schedule 14A on April 4, 2013. Information about the Directors and executive officers of the Company and their ownership of the Company common stock is set forth in the proxy statement for the Company's 2013 Annual Meeting of Stockholders, as filed with the SEC on a Schedule 14A on April 23, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement/prospectus regarding the proposed Merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.






QUARTERLY RESULTS OF OPERATIONS
 
Three Months Ended
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
(Dollars in thousands, except per share data)
2013
 
2013
 
2013
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
Interest income
 
 
 
 
 
 
 
 
 
Loans
$
20,206

 
$
20,348

 
$
20,376

 
$
10,697

 
$
10,898

Investment securities
2,360

 
1,846

 
2,005

 
815

 
855

Federal funds sold and interest-earning deposits
19

 
33

 
21

 
16

 
20

Total interest income
22,585

 
22,227

 
22,402

 
11,528

 
11,773

Interest expense
 
 
 
 
 
 
 
 
 
Deposits
1,661

 
1,621

 
1,619

 
1,302

 
1,309

Short-term borrowings
65

 
46

 
42

 
12

 
10

Long-term debt
1,048

 
654

 
313

 
270

 
279

Total interest expense
2,774

 
2,321

 
1,974

 
1,584

 
1,598

Net interest income
19,811

 
19,906

 
20,428

 
9,944

 
10,175

Provision for loan losses
757

 
1,280

 
1,492

 
1,940

 
1,167

Net interest income after provision for loan losses
19,054

 
18,626

 
18,936

 
8,004

 
9,008

Non-interest income
 
 
 
 
 
 
 
 
 
Service charges and fees on deposit accounts
1,407

 
1,512

 
1,525

 
515

 
508

Mortgage banking
468

 
310

 
1,096

 
391

 
771

Government-guaranteed lending
1,884

 
1,525

 
1,058

 
1,119

 
1,718

Bank-owned life insurance
397

 
324

 
310

 
195

 
208

Gain on sales of available for sale securities

 

 
123

 
1,092

 
603

Gain on acquisition

 

 
7,773

 

 

Other
397

 
866

 
743

 
150

 
325

Total non-interest income
4,553

 
4,537

 
12,628

 
3,462

 
4,133

Non-interest expense
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
9,452

 
10,034

 
11,009

 
5,991

 
6,588

Occupancy and equipment
2,600

 
2,497

 
2,408

 
1,547

 
1,321

Data processing
1,096

 
1,105

 
1,075

 
644

 
698

FDIC insurance premiums
436

 
423

 
400

 
227

 
216

Professional services
780

 
598

 
914

 
497

 
684

Foreclosed asset expense
10

 
201

 
79

 
183

 
662

Loan, collection, and repossession expense
802

 
909

 
792

 
461

 
352

Advertising and business development
300

 
268

 
349

 
268

 
300

Printing, postage, and supplies
285

 
329

 
288

 
210

 
172

Merger and conversion costs
599

 
477

 
11,961

 
1,601

 
2,114

Other
1,763

 
1,841

 
1,865

 
1,038

 
1,247

Total non-interest expense
18,123

 
18,682

 
31,140

 
12,667

 
14,354

Income (loss) before income taxes
5,484

 
4,481

 
424

 
(1,201
)
 
(1,213
)
Income tax expense (benefit)
2,220

 
2,997

 
(2,808
)
 
(395
)
 
(3,326
)
Net income (loss)
3,264

 
1,484

 
3,232

 
(806
)
 
2,113

Dividends and accretion on preferred stock
711

 
708

 
705

 
369

 
368

Net income available (loss attributable) to common stockholders
$
2,553

 
$
776

 
$
2,527

 
$
(1,175
)
 
$
1,745

 
 
 
 
 
 
 
 
 
 
NET INCOME (LOSS) PER COMMON SHARE
 
 
 
 
 
 
 
 
 
Basic
$
0.06

 
$
0.02

 
$
0.06

 
$
(0.03
)
 
$
0.05

Diluted
$
0.06

 
$
0.02

 
$
0.06

 
$
(0.03
)
 
$
0.05

 
 
 
 
 
 
 
 
 
 
WEIGHTED AVERAGE COMMON SHARES
 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding - basic
46,022,892

 
46,021,308

 
45,916,707

 
35,758,033

 
35,728,359

Weighted average common shares outstanding - diluted
46,213,391

 
46,213,216

 
45,935,330

 
35,758,033

 
35,806,191

 
 
 
 
 
 
 
 
 
 





 
Three Months Ended
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
(Dollars in thousands, except per share data)
2013
 
2013
 
2013
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
PERFORMANCE RATIOS
 
 
 
 
 
 
 
 
 
Return on average assets
0.63
 %
 
0.29
 %
 
0.75
 %
 
(0.30
)%
 
0.79
 %
Return on average equity
5.54
 %
 
2.55
 %
 
6.27
 %
 
(1.88
)%
 
4.84
 %
Yield on earning assets, tax equivalent
4.91
 %
 
4.90
 %
 
5.12
 %
 
4.91
 %
 
5.05
 %
Cost of interest-bearing liabilities
0.69
 %
 
0.59
 %
 
0.51
 %
 
0.76
 %
 
0.80
 %
Net interest margin, tax equivalent
4.31
 %
 
4.39
 %
 
4.67
 %
 
4.24
 %
 
4.37
 %
Efficiency ratio
74.38
 %
 
76.43
 %
 
94.10
 %
 
94.49
 %
 
100.32
 %
Net loan charge-offs
0.22
 %
 
0.20
 %
 
0.18
 %
 
0.21
 %
 
0.17
 %
 
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP to Non-GAAP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
NET OPERATING EARNINGS
 
 
 
 
 
 
 
 
 
Net income (loss) (GAAP)
$
3,264

 
$
1,484

 
$
3,232

 
$
(806
)
 
$
2,113

Securities gains

 

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

 

 
(7,773
)
 

 

Merger and conversion costs
599

 
477

 
11,961

 
1,601

 
2,114

Income tax effect of adjustments
(24
)
 
(172
)
 
(4,484
)
 
(125
)
 
(89
)
Deferred tax asset valuation allowance reversal

 

 

 

 
(3,300
)
Deferred tax asset revaluation from reduction in state income tax rates

 
1,218

 

 

 

Net operating earnings (loss) (Non-GAAP)
3,839

 
3,007

 
2,813

 
(422
)
 
235

Dividends and accretion on preferred stock
711

 
708

 
705

 
369

 
368

Net operating earnings available (loss attributable) to common stockholders (Non-GAAP)
$
3,128

 
$
2,299

 
$
2,108

 
$
(791
)
 
$
(133
)
 
 
 
 
 
 
 
 
 
 
OPERATING EARNINGS (LOSS) PER COMMON SHARE
 
 
 
 
 
 
 
 
 
Basic (Non-GAAP)
$
0.07

 
$
0.05

 
$
0.05

 
$
(0.02
)
 
$

Diluted (Non-GAAP)
$
0.07

 
$
0.05

 
$
0.05

 
$
(0.02
)
 
$

 
 
 
 
 
 
 
 
 
 
PRE-TAX, PRE-PROVISION OPERATING EARNINGS
 
 
 
 
 
 
 
 
 
Net income (loss) (GAAP)
$
3,264

 
$
1,484

 
$
3,232

 
$
(806
)
 
$
2,113

Provision for loan losses
757

 
1,280

 
1,492

 
1,940

 
1,167

Income tax expense (benefit)
2,220

 
2,997

 
(2,808
)
 
(395
)
 
(3,326
)
Pre-tax, pre-provision income (loss)
6,241

 
5,761

 
1,916

 
739

 
(46
)
Securities gains

 

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

 

 
(7,773
)
 

 

Merger and conversion costs
599

 
477

 
11,961

 
1,601

 
2,114

Pre-tax, pre-provision operating earnings (Non-GAAP)
$
6,840

 
$
6,238

 
$
5,981

 
$
1,248

 
$
1,465

 
 
 
 
 
 
 
 
 
 
OPERATING NON-INTEREST INCOME
 
 
 
 
 
 
 
 
 
Non-interest income (GAAP)
$
4,553

 
$
4,537

 
$
12,628

 
$
3,462

 
$
4,133

Gain on acquisition

 

 
(7,773
)
 

 

Operating non-interest income (Non-GAAP)
$
4,553

 
$
4,537

 
$
4,855

 
$
3,462

 
$
4,133

 
 
 
 
 
 
 
 
 
 
OPERATING NON-INTEREST EXPENSE
 
 
 
 
 
 
 
 
 
Non-interest expense (GAAP)
$
18,123

 
$
18,682

 
$
31,140

 
$
12,667

 
$
14,354

Merger and conversion costs
(599
)
 
(477
)
 
(11,961
)
 
(1,601
)
 
(2,114
)
Operating non-interest expense (Non-GAAP)
$
17,524

 
$
18,205

 
$
19,179

 
$
11,066

 
$
12,240

 
 
 
 
 
 
 
 
 
 
OPERATING EFFICIENCY RATIO
 
 
 
 
 
 
 
 
 
Efficiency ratio (GAAP)
74.38
 %
 
76.43
 %
 
94.10
 %
 
94.49
 %
 
100.32
 %
Effect to adjust for gain on acquisition
 %
 
 %
 
29.07
 %
 
 %
 
 %
Effect to adjust for merger and conversion costs
(2.45
)%
 
(1.95
)%
 
(47.31
)%
 
(11.94
)%
 
(14.77
)%
Operating efficiency ratio (Non-GAAP)
71.93
 %
 
74.48
 %
 
75.86
 %
 
82.55
 %
 
85.55
 %
 
 
 
 
 
 
 
 
 
 





YEAR-TO-DATE RESULTS OF OPERATIONS
 
Successor
Company
 
 
Predecessor
Company
(Dollars in thousands, except per share data)
Year Ended December 31, 2013
 
Period from February 1 to
December 31, 2012
 
 
Period from January 1 to
January 31, 2012
 
 

 
 

 
 
 

Interest income
 
 
 
 
 
 
Loans
$
71,627

 
$
39,717

 
 
$
3,807

Investment securities
7,026

 
3,717

 
 
395

Federal funds sold and interest-earning deposits
89

 
85

 
 
4

Total interest income
78,742

 
43,519

 
 
4,206

Interest expense
 

 
 

 
 
 

Non-maturity deposits
2,008

 
1,873

 
 
205

Time deposits
4,195

 
3,213

 
 
325

Short-term borrowings
165

 
19

 
 

Long-term debt
2,285

 
1,065

 
 
103

Total interest expense
8,653

 
6,170

 
 
633

Net interest income
70,089

 
37,349

 
 
3,573

Provision for loan losses
5,469

 
5,159

 
 
195

Net interest income after provision for loan losses
64,620

 
32,190

 
 
3,378

Non-interest income
 

 
 

 
 
 

Service charges and fees on deposit accounts
4,959

 
1,937

 
 
194

Mortgage banking
2,265

 
3,164

 
 
225

Government-guaranteed lending
5,586

 
3,061

 
 
98

Bank-owned life insurance
1,226

 
760

 
 
70

Gain on sales of available for sale securities
1,215

 
1,251

 
 

Gain on acquisition
7,773

 

 
 

Other
2,156

 
1,154

 
 
70

Total non-interest income
25,180

 
11,327

 
 
657

Non-interest expense
 

 
 

 
 
 

Salaries and employee benefits
36,486

 
21,249

 
 
1,737

Occupancy and equipment
9,052

 
4,868

 
 
396

Data processing
3,920

 
2,381

 
 
212

FDIC insurance premiums
1,486

 
927

 
 
141

Professional services
2,789

 
2,609

 
 
144

Foreclosed asset expense
473

 
1,303

 
 
11

Loan, collection, and repossession expense
2,964

 
1,523

 
 
162

Advertising and business development
1,185

 
1,083

 
 
73

Printing, postage, and supplies
1,111

 
786

 
 
47

Merger and conversion costs
14,638

 
3,164

 
 
78

Other
6,508

 
3,317

 
 
235

Total non-interest expense
80,612

 
43,210

 
 
3,236

Income before income taxes
9,188

 
307

 
 
799

Income tax expense (benefit)
2,014

 
(3,486
)
 
 
270

Net income
7,174

 
3,793

 
 
529

Dividends and accretion on preferred stock
2,493

 
1,346

 
 
122

Net income available to common stockholders
$
4,681

 
$
2,447

 
 
$
407

 
 
 
 
 
 
 
NET INCOME PER COMMON SHARE
 

 
 

 
 
 

Basic
$
0.11

 
$
0.07

 
 
$
0.01

Diluted
$
0.11

 
$
0.07

 
 
$
0.01

 
 
 
 
 
 
 
WEIGHTED AVERAGE COMMON SHARES
 

 
 

 
 
 

Weighted average common shares outstanding - basic
43,578,793

 
35,724,513

 
 
35,511,770

Weighted average common shares outstanding - diluted
43,742,195

 
35,796,731

 
 
35,534,050

 
 
 
 
 
 
 





 
Successor
Company
 
 
Predecessor
Company
(Dollars in thousands, except per share data)
Year Ended December 31, 2013
 
Period from February 1 to
December 31, 2012
 
 
Period from January 1 to
January 31, 2012
 
 

 
 

 
 
 

PERFORMANCE RATIOS
 
 
 
 
 
 
Return on average assets
0.40
 %
 
0.39
 %
 
 
0.58
 %
Return on average equity
3.28
 %
 
2.41
 %
 
 
3.67
 %
Tax equivalent yield on earning assets
4.98
 %
 
5.12
 %
 
 
5.35
 %
Cost of interest-bearing liabilities
0.62
 %
 
0.86
 %
 
 
0.95
 %
Tax equivalent net interest margin
4.43
 %
 
4.40
 %
 
 
4.55
 %
Efficiency ratio
84.62
 %
 
88.77
 %
 
 
76.50
 %
Net loan charge-offs
0.20
 %
 
0.37
 %
 
 
 %
 
 
 
 
 
 
 
Reconciliation of GAAP to Non-GAAP
 
 
 
 
 
 
 
 
 
 
 
 
 
NET OPERATING EARNINGS
 
 
 
 
 
 
Net income (GAAP)
$
7,174

 
$
3,793

 
 
$
529

Securities gains
(1,215
)
 
(1,251
)
 
 

Gain on acquisition
(7,773
)
 

 
 

Merger and conversion costs
14,638

 
3,164

 
 
78

Income tax effect of adjustments
(5,175
)
 
(185
)
 
 
(30
)
Deferred tax asset valuation allowance reversal

 
(3,300
)
 
 

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

 

 
 

Net operating earnings (Non-GAAP)
8,867

 
2,221

 
 
577

Dividends and accretion on preferred stock
2,493

 
1,346

 
 
122

Net operating earnings available to common stockholders (Non-GAAP)
$
6,374

 
$
875

 
 
$
455

 
 
 
 
 
 
 
OPERATING EARNINGS PER COMMON SHARE
 
 
 
 
 
 
Basic (Non-GAAP)
$
0.15

 
$
0.02

 
 
$
0.01

Diluted (Non-GAAP)
$
0.15

 
$
0.02

 
 
$
0.01

 
 
 
 
 
 
 
PRE-TAX, PRE-PROVISION OPERATING EARNINGS
 
 
 
 
 
 
Net income (GAAP)
$
7,174

 
$
3,793

 
 
$
529

Provision for loan losses
5,469

 
5,159

 
 
195

Income tax expense (benefit)
2,014

 
(3,486
)
 
 
270

Pre-tax, pre-provision income
14,657

 
5,466

 
 
994

Securities gains
(1,215
)
 
(1,251
)
 
 

Gain on acquisition
(7,773
)
 

 
 

Merger and conversion costs
14,638

 
3,164

 
 
78

Pre-tax, pre-provision operating earnings (Non-GAAP)
$
20,307

 
$
7,379

 
 
$
1,072

 
 
 
 
 
 
 
OPERATING NON-INTEREST INCOME
 
 
 
 
 
 
Non-interest income (GAAP)
$
25,180

 
$
11,327

 
 
$
657

Gain on acquisition
(7,773
)
 

 
 

Operating non-interest income (Non-GAAP)
$
17,407

 
$
11,327

 
 
$
657

 
 
 
 
 
 
 
OPERATING NON-INTEREST EXPENSE
 
 
 
 
 
 
Non-interest expense (GAAP)
$
80,612

 
$
43,210

 
 
$
3,236

Merger and conversion costs
(14,638
)
 
(3,164
)
 
 
(78
)
Operating non-interest expense (Non-GAAP)
$
65,974

 
$
40,046

 
 
$
3,158

 
 
 
 
 
 
 
OPERATING EFFICIENCY RATIO
 
 
 
 
 
 
Efficiency ratio (GAAP)
84.62
 %
 
88.77
 %
 
 
76.50
 %
Effect to adjust for gain on acquisition
7.51
 %
 
 %
 
 
 %
Effect to adjust for merger and conversion costs
(16.73
)%
 
(6.50
)%
 
 
(1.84
)%
Operating efficiency ratio (Non-GAAP)
75.40
 %
 
82.27
 %
 
 
74.66
 %
 
 
 
 
 
 
 






QUARTERLY BALANCE SHEETS
 
Ending Balances
(Dollars in thousands, except per share data)
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
 
2013
 
2013
 
2013
 
2013
 
2012
Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
29,080

 
$
37,681

 
$
29,264

 
$
11,020

 
$
15,735

Interest-earning deposits with banks
71,699

 
47,954

 
57,689

 
4,092

 
7,978

Federal funds sold

 

 
855

 
29,125

 
26,750

Investment securities available for sale
404,388

 
403,900

 
376,536

 
154,634

 
136,311

Investment securities held to maturity
500

 
208

 
200

 
194

 
180

Loans held for sale
8,663

 
7,216

 
21,009

 
8,671

 
16,439

Loans
1,389,666

 
1,353,550

 
1,324,171

 
794,623

 
763,416

Allowance for loan losses
(7,043
)
 
(7,034
)
 
(6,425
)
 
(5,527
)
 
(3,998
)
Net loans
1,382,623

 
1,346,516

 
1,317,746

 
789,096

 
759,418

Federal Home Loan Bank stock
8,929

 
8,029

 
6,904

 
2,382

 
2,307

Premises and equipment, net
44,875

 
42,306

 
43,052

 
17,885

 
17,351

Bank-owned life insurance
33,148

 
32,896

 
32,642

 
20,138

 
19,976

Foreclosed assets
10,823

 
11,806

 
11,632

 
4,752

 
5,837

Deferred tax asset, net
54,622

 
55,715

 
58,854

 
37,525

 
36,659

Goodwill
26,254

 
26,254

 
26,254

 
26,254

 
26,254

Other intangible assets, net
5,883

 
6,113

 
6,343

 
2,266

 
2,376

Accrued interest receivable and other assets
38,461

 
19,557

 
20,088

 
8,008

 
11,654

Total assets
$
2,119,948

 
$
2,046,151

 
$
2,009,068

 
$
1,116,042

 
$
1,085,225

 
 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Non-interest demand
$
220,659

 
$
208,736

 
$
197,229

 
$
73,756

 
$
71,613

Interest-bearing demand
351,921

 
339,973

 
344,515

 
188,463

 
188,843

Money market and savings
467,814

 
458,214

 
482,672

 
270,994

 
260,966

Time
634,915

 
615,616

 
630,283

 
370,710

 
351,800

Total deposits
1,675,309

 
1,622,539

 
1,654,699

 
903,923

 
873,222

Short-term borrowings
126,500

 
100,500

 
68,002

 
6,000

 
7,500

Long-term debt
72,921

 
75,880

 
45,341

 
28,902

 
19,864

Accrued interest payable and other liabilities
12,919

 
16,259

 
11,621

 
4,818

 
10,698

Total liabilities
1,887,649

 
1,815,178

 
1,779,663

 
943,643

 
911,284

 
 
 
 
 
 
 
 
 
 
Stockholders’ equity
 
 
 
 
 
 
 
 
 
Preferred stock, series A, no par value
24,894

 
24,833

 
24,774

 
24,715

 
24,657

Preferred stock, series B, no par value
17,891

 
17,776

 
17,663

 

 

Common stock, $0.001 par value
46

 
46

 
46

 
36

 
36

Common stock warrant
1,457

 
1,457

 
1,457

 
1,325

 
1,325

Additional paid-in capital
188,908

 
188,658

 
188,408

 
147,738

 
147,510

Retained earnings (accumulated deficit)
3,276

 
724

 
(52
)
 
(2,578
)
 
(1,405
)
Accumulated other comprehensive income (loss)
(4,173
)
 
(2,521
)
 
(2,891
)
 
1,163

 
1,818

Total stockholders' equity
232,299

 
230,973

 
229,405

 
172,399

 
173,941

Total liabilities and stockholders' equity
$
2,119,948

 
$
2,046,151

 
$
2,009,068

 
$
1,116,042

 
$
1,085,225

 
 
 
 
 
 
 
 
 
 
Supplemental information on components of accumulated other comprehensive income (loss):
 
 
 
 
 
 
 
 
 
Investment securities available for sale, net of tax
$
(6,553
)
 
$
(4,430
)
 
$
(5,115
)
 
$
1,374

 
$
2,085

Cash flow hedges, net of tax
2,380

 
1,909

 
2,224

 
(211
)
 
(267
)
Total accumulated other comprehensive income (loss)
$
(4,173
)
 
$
(2,521
)
 
$
(2,891
)
 
$
1,163

 
$
1,818

 
 
 
 
 
 
 
 
 
 






 
Ending Balances
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
December 31,
(Dollars in thousands, except per share data)
2013
 
2013
 
2013
 
2013
 
2012
 
 
 
 
 
 
 
 
 
 
COMMON SHARE DATA
 
 
 
 
 
 
 
 
 
Book value per common share
$
4.12

 
$
4.09

 
$
4.06

 
$
4.13

 
$
4.18

Tangible book value per common share
$
3.42

 
$
3.39

 
$
3.35

 
$
3.33

 
$
3.37

Ending shares outstanding
46,037,685

 
46,037,808

 
46,038,808

 
35,779,127

 
35,754,247

 
 
 
 
 
 
 
 
 
 
CAPITAL RATIOS
 
 
 
 
 
 
 
 
 
Tangible equity to tangible assets
9.59
%
 
9.86
%
 
9.96
%
 
13.23
%
 
13.75
%
Tangible common equity to tangible assets
7.54
%
 
7.75
%
 
7.81
%
 
10.96
%
 
11.42
%
VantageSouth Bank:
 
 
 
 
 
 
 
 
 
Tier 1 leverage ratio
10.16
%
 
9.95
%
 
8.26
%
 
11.08
%
 
11.45
%
Tier 1 risk-based capital ratio
11.85
%
 
11.78
%
 
10.22
%
 
13.13
%
 
13.66
%
Total risk-based capital ratio
12.70
%
 
12.66
%
 
11.11
%
 
14.58
%
 
14.96
%
 
 
 
 
 
 
 
 
 
 
ASSET QUALITY DATA
 
 
 
 
 
 
 
 
 
Non-performing loans
$
20,925

 
$
18,911

 
$
15,116

 
$
11,792

 
$
12,770

Foreclosed assets
10,823

 
11,806

 
11,632

 
4,752

 
5,837

Total non-performing assets
$
31,748

 
$
30,717

 
$
26,748

 
$
16,544

 
$
18,607

 
 
 
 
 
 
 
 
 
 
Allowance for loan losses to loans
0.51
%
 
0.52
%
 
0.49
%
 
0.70
%
 
0.52
%
Non-performing loans to total loans
1.51
%
 
1.40
%
 
1.14
%
 
1.48
%
 
1.67
%
Non-performing assets to total assets
1.50
%
 
1.50
%
 
1.33
%
 
1.48
%
 
1.71
%
Restructured loans not included in categories above
$
534

 
$
542

 
$
550

 
$
558

 
$
104

 
 
 
 
 
 
 
 
 
 
Reconciliation of GAAP to Non-GAAP
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ADJUSTED ALLOWANCE FOR LOAN LOSSES
 
 
 
 
 
 
 
 
 
Allowance for loan losses (GAAP)
$
7,043

 
$
7,034

 
$
6,425

 
$
5,527

 
$
3,998

Net acquisition accounting fair value discounts to loans
31,152

 
34,264

 
42,783

 
14,688

 
16,633

Adjusted allowance for loan losses
38,195

 
41,298

 
49,208

 
20,215

 
20,631

Loans
$
1,389,666

 
$
1,353,550

 
$
1,324,171

 
$
794,623

 
$
763,416

Adjusted allowance for loan losses to loans (Non-GAAP)
2.75
%
 
3.05
%
 
3.72
%
 
2.54
%
 
2.70
%
 
 
 
 
 
 
 
 
 
 
TANGIBLE COMMON EQUITY
 
 
 
 
 
 
 
 
 
Total stockholders' equity (GAAP)
$
232,299

 
$
230,973

 
$
229,405

 
$
172,399

 
$
173,941

Less: Preferred stock
42,785

 
42,609

 
42,437

 
24,715

 
24,657

Less: Goodwill and other intangible assets, net
32,137

 
32,367

 
32,597

 
28,520

 
28,630

Tangible common equity (Non-GAAP)
$
157,377

 
$
155,997

 
$
154,371

 
$
119,164

 
$
120,654

 
 
 
 
 
 
 
 
 
 






QUARTERLY NET INTEREST MARGIN ANALYSIS
 
Three months ended
December 31, 2013
 
Three months ended
September 30, 2013
 
Three months ended
December 31, 2012
(Dollars in thousands)
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 

 
 

 
 

 
 
 
 
 
 
 
 

 
 

 
 

Loans
$
1,380,008

 
$
20,206

 
5.81
%
 
$
1,361,340

 
$
20,348

 
5.93
%
 
$
749,053

 
$
10,898

 
5.79
%
Investment securities
411,598

 
2,363

 
2.28

 
381,684

 
1,849

 
1.92

 
147,188

 
923

 
2.49

Federal funds and other interest-earning assets
34,317

 
19

 
0.22

 
55,984

 
33

 
0.23

 
36,791

 
20

 
0.22

Total interest-earning assets
1,825,923

 
22,588

 
4.91
%
 
1,799,008

 
22,230

 
4.90
%
 
933,032

 
11,841

 
5.05
%
Non-interest-earning assets
232,167

 
 

 
 

 
220,220

 
 
 
 
 
132,629

 
 

 
 

Total assets
$
2,058,090

 
 

 
 

 
$
2,019,228

 
 
 
 
 
$
1,065,661

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 

 
 

 
 

 
 
 
 
 
 
 
 

 
 

 
 

Interest-bearing demand
$
340,635

 
167

 
0.19
%
 
$
335,653

 
156

 
0.18
%
 
$
159,071

 
$
120

 
0.30
%
Money market and savings
464,586

 
342

 
0.29

 
475,985

 
332

 
0.28

 
250,625

 
343

 
0.54

Time deposits
619,849

 
1,152

 
0.74

 
627,874

 
1,133

 
0.72

 
361,557

 
846

 
0.93

Total interest-bearing deposits
1,425,070

 
1,661

 
0.46

 
1,439,512

 
1,621

 
0.45

 
771,253

 
1,309

 
0.68

Short-term borrowings
102,823

 
65

 
0.25

 
72,068

 
46

 
0.25

 
4,511

 
10

 
0.88

Long-term debt
73,840

 
1,048

 
5.63

 
62,347

 
654

 
4.16

 
22,517

 
279

 
4.93

Total interest-bearing liabilities
1,601,733

 
2,774

 
0.69
%
 
1,573,927

 
2,321

 
0.59
%
 
798,281

 
1,598

 
0.80
%
Non-interest-bearing deposits
210,530

 
 

 
 

 
203,427

 
 
 
 
 
86,266

 
 

 
 

Other liabilities
12,051

 
 

 
 

 
10,714

 
 
 
 
 
7,459

 
 

 
 

Total liabilities
1,824,314

 
 

 
 

 
1,788,068

 
 
 
 
 
892,006

 
 

 
 

Stockholders’ equity
233,776

 
 

 
 

 
231,160

 
 
 
 
 
173,655

 
 

 
 

Total liabilities and stockholders’ equity
$
2,058,090

 
 

 
 

 
$
2,019,228

 
 

 
 
 
$
1,065,661

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income, taxable equivalent
 

 
$
19,814

 
 

 
 

 
$
19,909

 
 
 
 

 
$
10,243

 
 

Interest rate spread
 

 
 

 
4.22
%
 
 
 
 
 
4.31
%
 
 

 
 

 
4.25
%
Tax equivalent net interest margin
 

 
 

 
4.31
%
 
 
 
 
 
4.39
%
 
 

 
 

 
4.37
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of average interest-earning assets to average interest-bearing liabilities
 

 
 

 
114.00
%
 
 
 
 
 
114.30
%
 
 

 
 

 
116.88
%
* Taxable equivalent basis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 





YEAR-TO-DATE NET INTEREST MARGIN ANALYSIS
 
Successor
Company
 
 
Predecessor
Company
 
Year ended December 31, 2013
 
Period from February 1, 2012 to December 31, 2012
 
 
Period from January 1, 2012 to January 31, 2012
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets:
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
Loans
$
1,210,102

 
$
71,627

 
5.92
%
 
$
727,339

 
$
39,717

 
5.97
%
 
 
$
730,387

 
$
3,807

 
6.15
%
Investment securities
331,459

 
7,038

 
2.12
%
 
164,113

 
3,990

 
2.66
%
 
 
180,220

 
419

 
2.74
%
Federal funds and other interest-earning assets
40,911

 
89

 
0.22
%
 
42,603

 
85

 
0.22
%
 
 
23,719

 
4

 
0.20
%
Total interest-earning assets
1,582,472

 
78,754

 
4.98
%
 
934,055

 
43,792

 
5.12
%
 
 
934,326

 
4,230

 
5.35
%
Non-interest-earning assets
204,522

 
 

 
 

 
127,572

 
 

 
 

 
 
134,240

 
 

 
 

Total assets
$
1,786,994

 
 

 
 

 
$
1,061,627

 
 

 
 

 
 
$
1,068,566

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity:
 

 
 

 
 

 
 

 
 

 
 

 
 
 

 
 

 
 

Interest-bearing demand
$
298,292

 
645

 
0.22
%
 
$
149,394

 
540

 
0.39
%
 
 
$
172,363

 
109

 
0.75
%
Money market and savings
422,543

 
1,362

 
0.32
%
 
236,735

 
1,333

 
0.62
%
 
 
184,716

 
96

 
0.61
%
Time deposits
557,853

 
4,195

 
0.75
%
 
373,337

 
3,213

 
0.94
%
 
 
404,999

 
325

 
0.95
%
Total interest-bearing deposits
1,278,688

 
6,202

 
0.49
%
 
759,466

 
5,086

 
0.73
%
 
 
762,078

 
530

 
 
Short-term borrowings
60,098

 
165

 
0.27
%
 
3,351

 
19

 
0.62
%
 
 
968

 

 
%
Long-term debt
51,239

 
2,285

 
4.46
%
 
22,966

 
1,065

 
5.07
%
 
 
24,217

 
103

 
5.02
%
Total interest-bearing liabilities
1,390,025

 
8,652

 
0.62
%
 
785,783

 
6,170

 
0.86
%
 
 
787,263

 
633

 
0.95
%
Non-interest-bearing deposits
168,597

 
 
 
 
 
97,250

 
 
 
 
 
 
107,156

 
 
 
 
Other liabilities
9,541

 
 

 
 

 
6,858

 
 

 
 

 
 
4,184

 
 

 
 

Total liabilities
1,568,163

 
 

 
 

 
889,891

 
 

 
 

 
 
898,603

 
 

 
 

Stockholders’ equity
218,831

 
 

 
 

 
171,736

 
 

 
 

 
 
169,963

 
 

 
 

Total liabilities and stockholders’ equity
$
1,786,994

 
 

 
 

 
$
1,061,627

 
 

 
 

 
 
$
1,068,566

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income, taxable equivalent
 

 
$
70,102

 
 
 
 

 
$
37,622

 
 
 
 
 

 
$
3,597

 
 
Interest rate spread
 
 
 
 
4.36
%
 
 
 
 
 
4.26
%
 
 
 
 
 
 
4.40
%
Tax equivalent net interest margin
 

 
 

 
4.43
%
 
 

 
 

 
4.40
%
 
 
 

 
 

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

 
113.84
%
 
 
 
 

 
118.87
%
 
 
 
 
 

 
118.68
%
* Taxable equivalent basis