EX-99.1 2 q12013pressrelease.htm Q1 2013 EARNINGS RELEASE Q1 2013 Press Release


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

FOR IMMEDIATE RELEASE

Crescent Financial Bancshares, Inc. Announces First Quarter 2013 Financial Results, which reflect Strong Loan Growth and Merger Activities

RALEIGH, N.C., May 1, 2013 – Crescent Financial Bancshares, Inc. (NASDAQ: CRFN), the bank holding company for VantageSouth Bank, today reported unaudited financial results for the quarter ended March 31, 2013. Highlights include the following:

Net loss was $806 thousand in 1Q 2013, which included significant merger and system conversion costs, while net income was $57 thousand in the successor period from February 1 to March 31, 2012 ("2012 Successor Period") and $529 thousand in the predecessor period from January 1 to January 31, 2012 ("2012 Predecessor Period").

The merger with ECB Bancorp, Inc. ("ECB") was completed on April 1, 2013, which provides the Company with $2.0 billion in total assets and an expanded network of ATMs and 45 branches in central and eastern North Carolina. ECB's data processing system conversion was also completed in April, and the combined bank now operates on a single technology platform with common business processes and policies across the organization.

Merger and system conversion costs totaled $1.6 million in 1Q 2013 while such costs totaled $497 thousand in the 2012 Successor Period and $78 thousand in the 2012 Predecessor Period.

Annualized net loan growth in 1Q 2013 was 17 percent, which was driven by loan originations of $81.2 million. Net loan growth over the trailing four quarters was 13 percent. Loan growth has remained strong through the first month of 2Q 2013.

Revenue mix improved as non-interest income increased to 26 percent of total revenues in 1Q 2013 from 18 percent in the 2012 Successor Period and 16 percent in the 2012 Predecessor Period.

Asset quality continued to improve as nonperforming assets decreased to 1.48 percent of total assets as of March 31, 2013 from 1.71 percent of total assets as of December 31, 2012 and 2.54 percent of total assets as of March 31, 2012.

"The Company generated strong loan growth in the first quarter of 2013 while continuing to reduce legacy nonperforming assets," stated Scott Custer, CEO of the Company. Mr. Custer continued, "Our earnings in the quarter were negatively impacted by ECB merger costs as well as costs to prepare for the ECB data conversion. Completion of this merger and operational integration of ECB's systems, processes, and personnel have been a major focus of our senior management team for the past two quarters. We are pleased to now be the largest community bank east of Raleigh, North Carolina. Our market position, coupled with the strength of our balance sheet, should serve us well in the future."






ECB Merger

On April 1, 2013, the Company completed the merger of ECB with and into the Company (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 common stock of the Company. The aggregate merger consideration consisted of approximately 10,312,186 shares of the Company’s common stock. Based upon the $3.94 per share closing price of the Company’s common stock on March 28, 2013, the transaction value was $40.6 million. Following the ECB merger, Piedmont Community Bank Holdings, Inc. ("Piedmont") owns approximately 70 percent of the Company's outstanding common stock.

Pursuant to the Merger Agreement, the Company agreed to exchange each share of ECB’s Fixed Rate Cumulative Perpetual Preferred Stock, Series A, into one share of the Company’s Fixed Rate Cumulative Perpetual Preferred Stock, Series B. At the closing of the ECB merger, the Company also issued a warrant to purchase 514,693.2 shares of the Company’s common stock to the U.S. Treasury Department (“Treasury”) in exchange for the warrant issued by ECB to Treasury on January 16, 2009 to purchase 144,984 shares of ECB’s common stock, which reflects the exchange ratio associated with the ECB merger.

As of March 31, 2013, ECB had total assets of $857.9 million, loans of $497.3 million, deposits of $731.9 million, and shareholders' equity of $80.9 million. The Company's first quarter 2013 financial results do not reflect ECB's financial condition or results of operations since the ECB merger was completed subsequent to quarter end. In connection with the ECB merger on April 1, 2013, the Company applied the acquisition method of accounting to ECB's balance sheet. Therefore, all acquired assets and liabilities will be adjusted to fair value, and the historical allowance for loan losses will be eliminated. Goodwill will be recorded to the extent that the combined purchase price and fair value of non-controlling interests exceeds the fair value of acquired net assets. A gain will be recorded in the Company's second quarter 2013 earnings to the extent that the fair value of acquired net assets exceeds the combined purchase price and fair value of non-controlling interests. The Company is currently in the process of finalizing its preliminary valuations of ECB's assets and liabilities.

Results of Operations

Net loss was $806 thousand in the first quarter of 2013 while net income was $57 thousand in the 2012 Successor Period and $529 thousand in the 2012 Predecessor Period. After preferred stock dividends, net loss attributable to common stockholders was $0.03 per common share in the first quarter of 2013. Net loss attributable to common stockholders was $0.01 per common share in the 2012 Successor Period, and net income available to common stockholders was $0.01 per common share in the 2012 Predecessor Period.

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 Financial"), 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, 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 Financial and Legacy VantageSouth from the date the two companies became commonly controlled. Due to the application of push-down accounting to Legacy VantageSouth's books on February 1, 2012 when Piedmont purchased the bank's remaining non-controlling equity interests, periods prior to this date are denoted as "Predecessor Company" and periods after this date are denoted as "Successor Company."

Net Interest Income

Net interest income in the first quarter of 2013 totaled $9.9 million while net interest income totaled $6.9 million in the 2012 Successor Period and $3.6 million in the 2012 Predecessor Period. Taxable equivalent net interest margin decreased from 4.55 percent in the 2012 Predecessor Period and 4.42 percent in the 2012 Successor Period to 4.24 percent in the first quarter of 2013. The decrease in net interest margin was primarily due to a decline in earning asset yields resulting from the origination of new loans at lower current market rates and the reinvestment of matured or sold securities at lower current market rates. The average yield on loans declined from 6.15 percent in the 2012 Predecessor Period and 6.05 percent in the 2012 Successor Period to 5.54 percent in the first quarter of 2013, and the average yield on investment securities declined from 2.74 percent in the 2012 Predecessor Period and 2.75 percent in the 2012 Successor Period to 2.42 percent in the first quarter of 2013. The cost of interest-bearing liabilities partially offset lower earning asset yields as it fell from 0.95 percent in the 2012 Predecessor Period and 0.92 percent in the 2012 Successor Period to 0.76 percent in the first quarter of 2013.






Average earning assets totaled $956.1 million in the first quarter of 2013, which was largely unchanged from the 2012 Successor period but was an increase from $934.3 million in the 2012 Predecessor Period. While total average earning assets were unchanged from the 2012 Successor Period, the mix of earning assets over this period was significantly changed, reflecting loan growth and declining cash and securities balances to fund that loan growth. Average loan balances increased $46.6 million from the 2012 Successor Period to the first quarter of 2013 while the average balances of investment securities and federal funds sold and other interest-earning cash declined by $34.5 million and $12.0 million, respectively.

Income accretion on purchased loans totaled $3.6 million in the first quarter of 2013, which consisted of $3.4 million of accretion on purchased credit-impaired ("PCI") loans and $118 thousand 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. The time deposit fair value premium amortization totaled $484 thousand, which reduced interest expense, while accretion of the fair value discount on long-term debt totaled $38 thousand, which increased interest expense. Time deposit amortization and long-term debt accretion reduced the Company's cost of interest-bearing liabilities by 0.22 percent in the first quarter of 2013.

Income accretion on purchased loans totaled $2.8 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 $588 thousand and $298 thousand, respectively, which reduced the Company's cost of interest-bearing liabilities by 0.45 percent in each period.

Provision for Loan Losses

Provision for loan losses in the first quarter of 2013 totaled $1.9 million while provision for loan losses totaled $869 thousand in the 2012 Successor Period and $195 thousand in the 2012 Predecessor Period. The allowance for loan losses ("ALL") and related provision were calculated in separate models for the following three portfolio categories: new loans, purchased non-impaired loans, and PCI loans.

The following table summarizes the changes in ALL for each loan category in the quarter ended March 31, 2013.
(Dollars in thousands)
 
New Loans
 
Purchased Non-Impaired
 
Purchased Credit-Impaired
 
Total
 
 
 
 
 
 
 
 
 
Balance at January 1, 2013
 
$
2,665

 
$
55

 
$
1,278

 
$
3,998

Net charge-offs
 
(56
)
 
(355
)
 

 
(411
)
Provision for loan losses
 
225

 
510

 
1,205

 
1,940

Balance at March 31, 2013
 
$
2,834

 
$
210

 
$
2,483

 
$
5,527


The ALL of $2.8 million on new loans as of March 31, 2013 was 0.87 percent of related outstanding balances, excluding the guaranteed portion of loans originated through the U.S. Small Business Administration's ("SBA") lending program. For new loans, the evaluation of the adequacy of the ALL includes both loans evaluated collectively for impairment and loans evaluated individually for impairment. The determination of loss rates on loans collectively evaluated for impairment involves consideration of peer loan loss experience as well as certain qualitative factors such as current delinquency levels and trends, loan growth, loan portfolio composition, prevailing economic conditions, the loan review function, and other relevant factors. Because the Company has not yet experienced material charge-offs on the new loan portfolio, trailing two-year peer loss rates are used as a proxy for charge-off rates on the Company's new loan portfolio.

Purchased non-impaired loans were adjusted to fair value at acquisition. Following acquisition, the Company records charge-offs for losses in excess of the fair value discount and provides reserves for deterioration in credit quality on these loans. For purchased non-impaired loans, the evaluation of the adequacy of the ALL also includes both loans evaluated collectively for impairment and loans evaluated individually for impairment and involves considerations of historical loan loss experience as well as certain qualitative factors such as current delinquency levels and trends, loan growth, loan portfolio composition, prevailing economic conditions, the loan review function, and other relevant factors. The Company uses trailing two-year historical loss rates on the legacy portfolio plus qualitative factors to determine appropriate loss rates for loans evaluated collectively.






Loans acquired with evidence of credit deterioration since origination are accounted for as PCI loans. Subsequent to acquisition of these loans, estimates of cash flows expected to be collected are updated each reporting period based on assumptions regarding default rates, loss severities, and other factors that reflect current market conditions. If the Company has probable decreases in cash flows expected to be collected (other than due to decreases in interest rates), the provision for loan losses is charged, resulting in an increase to the allowance for loan losses. If there are probable and significant increases in cash flows expected to be collected, the Company will first reverse any previously established allowance for loan losses and then increase interest income as a prospective yield adjustment over the remaining life of the loans.

Results of the Company’s first quarter cash flow re-estimation are summarized as follows.
(Dollars in thousands)
 
Impairment
 
Cash Flow
Improvement
 
New
Yield
 
Previous
Yield
 
 
 
 
 
 
 
 
 
Loan pools with cash flow improvement
 
$
(181
)
 
$
688

 
8.39
%
 
7.53
%
Loan pools with impairment
 
1,386

 

 
6.52
%
 
6.52
%
Total
 
$
1,205

 
$
688

 
7.07
%
 
6.82
%

The first quarter of 2013 cash flow re-estimation indicated net reduction in estimated cash flows on purchased credit-impaired loan pools of $517 thousand. The $688 thousand of estimated cash flow improvement on related loan pools will be recorded as additional interest income as a prospective yield adjustment over the remaining life of the loans. The $1.2 million impairment was recorded to provision for loan losses in the first quarter of 2013. This impairment was primarily related to the default of one legacy commercial real estate loan in the quarter, which reduced expected cash flows on that commercial real estate pool. The pool-level impairment and cash flow improvement were calculated as the difference between the pool-level recorded investment and the net present value of estimated cash flows at the time of the cash flow re-estimation.

Nonperforming loans as a percentage of total loans was 1.48 percent as of March 31, 2013, which was a decline from 1.67 percent as of December 31, 2012 and 2.71 percent as of March 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 as of March 31, 2013 totaled 1.48 percent, which was a decline from 1.71 percent as of December 31, 2012 and 2.54 percent as of March 31, 2012. The decline in nonperforming assets was due primarily to the Company's continuing efforts to resolve legacy problem assets while maximizing the value of those assets. These resolution efforts have included a combination of asset sales through various channels and successful loan workout plans.

Non-Interest Income

Non-interest income in the first quarter of 2013 totaled $3.5 million while non-interest income totaled $1.5 million in the 2012 Successor Period and $657 thousand in the 2012 Predecessor Period. Government-guaranteed lending income totaled $1.1 million in the first quarter of 2013, which included 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. 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. SBA lending and sales volumes have increased significantly over the past year while secondary market premiums have also risen.

Securities gains totaled $1.1 million in the first quarter of 2013 as the Company sold the majority of its municipal bonds for balance sheet management and tax purposes. Additionally, mortgage banking income, service charges and fees on deposit accounts, and bank-owned life insurance income totaled $391 thousand, $515 thousand and $195 thousand, respectively, in the first quarter of 2013.






Non-Interest Expense

Non-interest expense in the first quarter of 2013 totaled $12.7 million while non-interest expense totaled $7.4 million in the 2012 Successor Period and $3.2 million in the 2012 Predecessor Period. Expenses in the first quarter of 2013 were significantly impacted by merger and system conversion costs, which totaled $1.6 million. Such costs included professional fees and other expenses required to close the ECB merger as well as costs to convert ECB's data processing and other related activities to the Company's integrated platform. The Company expects to again incur significant merger and system conversion costs in the second quarter of 2013 as ECB's data processing conversion and re-branding was completed in April 2013. Additionally, salaries and employee benefits expense totaled $6.0 million, and occupancy and equipment expense totaled $1.5 million in the first quarter of 2013.

Income Taxes

The Company’s income tax benefit in the first quarter of 2013 totaled $395 thousand, which represented a 32.9 percent effective tax rate on pre-tax losses. The effective tax rate was determined by the Company’s blended federal and state statutory income tax rate adjusted primarily for non-taxable municipal investment income, earnings on bank-owned life insurance, and non-deductible merger costs. The Company recorded income tax expense in the 2012 Successor Period of $4 thousand and income tax expense of $270 thousand in the 2012 Predecessor Period associated with the pre-tax income in those periods.

Based on the Company's analysis of positive and negative evidence regarding future realization of its deferred tax assets, which included an evaluation of historical and forecasted pre-tax earnings, net operating loss carryforward periods, merger costs and savings, asset quality trends, capital levels, and potential tax planning strategies, the Company determined that there was sufficient positive evidence to indicate that it would likely realize the full value of its deferred tax assets over time and therefore it was determined that no valuation allowance on its deferred tax assets was needed as of March 31, 2013.

Linked Quarter Comparison

Net loss in the first quarter of 2013 was $806 thousand compared to net income of $2.1 million in the fourth quarter of 2012. After preferred stock dividends, net loss attributable to common stockholders was $0.03 per common share during the first quarter of 2013 compared to net income available to common stockholders of $0.05 per common share in the fourth quarter of 2012. The Company's results of operations in 1Q 2013 compared to 4Q 2012 were significantly impacted by a tax benefit in the prior quarter from the reversal of a valuation allowance on deferred tax assets, higher provision for loan losses, lower mortgage banking and government-guaranteed lending income, partially offset by lower foreclosed asset expense as well as merger and conversion costs combined with higher securities gains.

Net interest income in the first quarter of 2013 totaled $9.9 million compared to net interest income of $10.2 million in the fourth quarter of 2013. Net interest margin decreased from 4.37 percent in the fourth quarter to 4.24 percent in the first quarter. The linked quarter decrease in net interest margin and net interest income was primarily due to lower loan and investment yields as loan production is being booked at lower current market rates and as principal paydowns and maturities on investment securities are also being re-invested at currently low market rates. In addition to normal principal paydowns on the investment portfolio, the Company sold the majority of its tax exempt municipal bond portfolio in the quarter which reduced the annualized taxable equivalent yield on securities by 0.06 percent.

Higher average loan balances from the Company's strong loan growth and lower rates on interest-bearing liabilities partially offset the decline in net interest income. Average loan balances increased from $749.1 million in the fourth quarter of 2012 to $783.0 million in the first quarter of 2013. This increase was a result of the origination of $81.2 million in new loans in the first quarter of 2013. The Company also recognized a smaller benefit from acquisition accounting as net amortization of fair value premiums on time deposits and long-term debt reduced the cost of interest-bearing liabilities by 0.22 percent in the first quarter of 2013 compared to 0.28 percent in the fourth quarter of 2012.

Provision for loan losses in the first quarter of 2013 totaled $1.9 million compared to provision of $1.2 million in the fourth quarter of 2013. The increase in provision was related to a $834 thousand increase in provision for PCI loans, which was primarily due to the default of one legacy commercial real estate loan in the quarter, an increase of $193 thousand in provision for purchased non-impaired loans, and a $254 thousand decrease in provision for new loans.






Non-interest income in the first quarter of 2013 totaled $3.5 million compared to $4.1 million in the fourth quarter of 2012. This decrease was primarily due to lower mortgage banking and government-guaranteed lending income, which declined by $380 thousand and $599 thousand, respectively. Mortgage banking income in the current quarter was negatively impacted by seasonality in the local housing market, changes in market interest rates on mortgage loans which have reduced refinancings, and by the ECB system conversion and integration which absorbed much of the focus and time of a key mortgage executive. Government-guaranteed income was negatively impacted by seasonality in the SBA lending business as well as uncertainty among SBA borrowers due to continued fiscal uncertainty for the federal government. The reduction in non-interest income was partially offset by securities gains, which increased by $489 thousand on a linked quarter basis.

Non-interest expense in the first quarter of 2013 totaled $12.7 million compared to $14.4 million in the fourth quarter of 2013. Lower expenses on a linked quarter basis were the result of a $597 thousand decrease in salaries and employee benefits, which was primarily due to incentive compensation payments in the prior quarter, a $479 thousand decrease in foreclosed asset expense, and a $513 thousand reduction in merger and conversion costs.

****

VantageSouth Bank is a state-chartered bank operating forty-five banking offices in central and eastern North Carolina. The common stock of Crescent Financial Bancshares, Inc. can be found on the NASDAQ Global Market where it trades under the symbol CRFN. Investors can access additional corporate information, product descriptions and online services through VantageSouth Bank’s website at www.VantageSouth.com.

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 interests of Piedmont differing from other Company stockholders or any change in management, strategic direction, business plan, or operations, the ability of the Company's 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, 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 (the “SEC”), 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.

Disclaimer

This press release is not a solicitation of a proxy, an offer to purchase, nor a solicitation of an offer to sell shares of the Company, and it is not a substitute for any proxy statement or other filings that may be made with the SEC. If such documents are filed with the SEC, investors will be urged to thoroughly review and consider them because they will contain important information, including risk factors. Any such documents, once filed, would be available free of charge at the SEC’s website (www.sec.gov) and from the Company.






QUARTERLY RESULTS OF OPERATIONS (unaudited)
(Dollars in thousands except per share data)
 
Successor
Company
 
 
Predecessor Company
 
Three Months Ended
March 31, 2013
 
Three Months Ended
December 31, 2012
 
Three Months Ended September 30, 2012
 
Three Months Ended
June 30,
2012
 
February 1
to
March 31, 2012
 
 
January 1
to
January 31, 2012
Interest income
 
 
 
 
 
 
 
 
 
 
 
 
Loans
$
10,697

 
$
10,898

 
$
10,810

 
$
10,707

 
$
7,302

 
 
$
3,807

Investment securities
815

 
855

 
1,036

 
1,070

 
756

 
 
395

Federal funds sold and interest-earning deposits
16

 
20

 
16

 
33

 
16

 
 
4

Total interest income
11,528

 
11,773

 
11,862

 
11,810

 
8,074

 
 
4,206

Interest expense
 
 
 
 
 
 
 
 
 
 
 
 
Deposits
1,302

 
1,309

 
1,320

 
1,462

 
995

 
 
530

Short-term borrowings
12

 
10

 
3

 
4

 
2

 
 

Long-term debt
270

 
279

 
274

 
311

 
201

 
 
103

Total interest expense
1,584

 
1,598

 
1,597

 
1,777

 
1,198

 
 
633

Net interest income
9,944

 
10,175

 
10,265

 
10,033

 
6,876

 
 
3,573

Provision for loan losses
1,940

 
1,167

 
1,077

 
2,046

 
869

 
 
195

Net interest income after provision for loan losses
8,004

 
9,008

 
9,188

 
7,987

 
6,007

 
 
3,378

Non-interest income
 
 
 
 
 
 
 
 
 
 
 
 
Service charges and fees on deposit accounts
515

 
508

 
523

 
557

 
349

 
 
194

Mortgage banking
391

 
771

 
1,127

 
770

 
496

 
 
225

Government-guaranteed lending
1,119

 
1,718

 
776

 
572

 
(6
)
 
 
98

Bank-owned life insurance income
195

 
208

 
215

 
203

 
134

 
 
70

Gain (loss) on sale of available for sale securities
1,092

 
603

 
483

 
(27
)
 
192

 
 

Other
150

 
325

 
208

 
315

 
307

 
 
70

Total non-interest income
3,462

 
4,133

 
3,332

 
2,390

 
1,472

 
 
657

Non-interest expense
 
 
 
 
 
 
 
 
 
 
 
 
Salaries and employee benefits
5,991

 
6,588

 
5,648

 
5,513

 
3,500

 
 
1,737

Occupancy and equipment
1,547

 
1,321

 
1,385

 
1,353

 
809

 
 
396

Data processing
644

 
698

 
644

 
594

 
445

 
 
212

FDIC insurance premiums
227

 
216

 
205

 
229

 
277

 
 
141

Professional services
497

 
684

 
800

 
584

 
541

 
 
144

Foreclosed asset expenses
183

 
662

 
251

 
295

 
95

 
 
11

Other loan-related expense
461

 
352

 
419

 
335

 
417

 
 
162

Merger and conversion costs
1,601

 
2,114

 
547

 
6

 
497

 
 
78

Other
1,516

 
1,719

 
1,241

 
1,389

 
837

 
 
355

Total non-interest expense
12,667

 
14,354

 
11,140

 
10,298

 
7,418

 
 
3,236

Income (loss) before income taxes
(1,201
)
 
(1,213
)
 
1,380

 
79

 
61

 
 
799

Income tax expense (benefit)
(395
)
 
(3,326
)
 
95

 
(259
)
 
4

 
 
270

Net income (loss)
(806
)
 
2,113

 
1,285

 
338

 
57

 
 
529

Dividends and accretion on preferred stock
369

 
368

 
367

 
367

 
244

 
 
122

Net income available (loss attributable) to common stockholders
$
(1,175
)
 
$
1,745

 
$
918

 
$
(29
)
 
$
(187
)
 
 
$
407

 
 
 
 
 
 
 
 
 
 
 
 
 
NET INCOME (LOSS) PER COMMON SHARE
 
 
 
 
 
Basic
$
(0.03
)
 
$
0.05

 
$
0.03

 
$

 
$
(0.01
)
 
 
$
0.01

Diluted
$
(0.03
)
 
$
0.05

 
$
0.03

 
$

 
$
(0.01
)
 
 
$
0.01

 
 
 
 
 
 
 
 
 
 
 
 
 






 
Successor
Company
 
 
Predecessor Company
 
Three Months Ended
March 31, 2013
 
Three Months Ended
December 31, 2012
 
Three Months Ended September 30, 2012
 
Three Months Ended
June 30,
2012
 
February 1
to
March 31, 2012
 
 
January 1
to
January 31, 2012
 
 
 
 
 
 
 
 
 
 
 
 
 
COMMON SHARE DATA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Book value per common share
$
4.13

 
$
4.18

 
$
4.11

 
$
4.07

 
$
4.10

 
 
N/A

Tangible book value per common share
$
3.33

 
$
3.37

 
$
3.31

 
$
3.26

 
$
3.29

 
 
N/A

Ending shares outstanding
35,779,127

 
35,754,247

 
35,747,576

 
35,749,689

 
35,749,603

 
 
35,549,785

Weighted average common shares outstanding - basic
35,758,033

 
35,728,359

 
35,725,915

 
35,723,442

 
35,718,091

 
 
35,511,770

Weighted average common shares outstanding - diluted
35,758,033

 
35,806,191

 
35,749,168

 
35,723,442

 
35,718,091

 
 
35,534,050

 
 
 
 
 
 
 
 
 
 
 
 
 
PERFORMANCE RATIOS (annualized)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Return on average assets
(0.30
)%
 
0.79
%
 
0.49
%
 
0.13
%
 
0.03
%
 
 
0.58
 %
Return on average equity
(1.88
)%
 
4.84
%
 
2.98
%
 
0.80
%
 
0.20
%
 
 
3.67
 %
Tax equivalent yield on earning assets
4.91
 %
 
5.05
%
 
5.18
%
 
5.07
%
 
5.15
%
 
 
5.35
 %
Cost of interest-bearing liabilities
0.76
 %
 
0.80
%
 
0.83
%
 
0.91
%
 
0.92
%
 
 
0.95
 %
Tax equivalent net interest margin
4.24
 %
 
4.37
%
 
4.49
%
 
4.30
%
 
4.39
%
 
 
4.55
 %
Efficiency ratio
94.49
 %
 
100.32
%
 
81.93
%
 
82.89
%
 
88.86
%
 
 
76.50
 %
Net loan charge-offs
0.21
 %
 
0.17
%
 
0.44
%
 
0.35
%
 
0.45
%
 
 
 %






QUARTERLY BALANCE SHEETS (unaudited)
(Dollars in thousands)
 
Period End Balances
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2013
 
2012
 
2012
 
2012
 
2012
ASSETS
 
 
 
 
 
 
 
 
 
Cash and due from banks
$
11,020

 
$
15,735

 
$
13,187

 
$
18,776

 
$
16,373

Interest-earning deposits with banks
4,092

 
7,978

 
3,821

 
6,817

 
5,020

Federal funds sold
29,125

 
26,750

 
20,550

 
44,535

 
59,145

Investment securities available for sale
154,634

 
136,311

 
153,742

 
173,757

 
168,526

Investment securities held to maturity
194

 
180

 
166

 
130

 
125

Loans held for sale
8,671

 
16,439

 
8,239

 
7,357

 
4,874

Loans
794,623

 
763,416

 
739,028

 
696,872

 
704,261

Allowance for loan losses
(5,527
)
 
(3,998
)
 
(3,146
)
 
(3,043
)
 
(1,607
)
Net loans
789,096

 
759,418

 
735,882

 
693,829

 
702,654

Federal Home Loan Bank stock
2,382

 
2,307

 
2,172

 
3,894

 
9,793

Premises and equipment, net
17,885

 
17,351

 
17,068

 
17,130

 
17,054

Bank-owned life insurance
20,138

 
19,976

 
19,800

 
19,620

 
19,442

Foreclosed assets
4,752

 
5,837

 
6,697

 
7,772

 
8,340

Deferred tax asset, net
37,525

 
36,659

 
33,162

 
33,590

 
33,704

Goodwill
26,254

 
26,254

 
26,254

 
26,254

 
26,254

Other intangible assets, net
2,266

 
2,376

 
2,487

 
2,597

 
2,708

Accrued interest receivable and other assets
8,008

 
11,654

 
10,842

 
11,771

 
9,096

Total assets
$
1,116,042

 
$
1,085,225

 
$
1,054,069

 
$
1,067,829

 
$
1,083,108

 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
 
LIABILITIES
 
 
 
 
 
 
 
 
 
Deposits:
 
 
 
 
 
 
 
 
 
Non-interest demand
$
73,756

 
$
71,613

 
$
111,725

 
$
102,596

 
$
99,236

Interest-bearing demand
188,463

 
188,843

 
139,768

 
146,027

 
160,007

Money market and savings
270,994

 
260,966

 
241,324

 
245,913

 
227,075

Time
370,710

 
351,800

 
360,172

 
372,074

 
390,181

Total deposits
903,923

 
873,222

 
852,989

 
866,610

 
876,499

Short-term borrowings
6,000

 
7,500

 

 

 
5,000

Long-term debt
28,902

 
19,864

 
24,326

 
24,288

 
24,252

Accrued interest payable and other liabilities
4,818

 
10,698

 
5,243

 
7,050

 
6,158

Total liabilities
943,643

 
911,284

 
882,558

 
897,948

 
911,909

 
 
 
 
 
 
 
 
 
 
STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
 
Preferred stock, no par value
24,715

 
24,657

 
24,601

 
24,544

 
24,489

Common stock, $0.001 par value
36

 
36

 
36

 
36

 
36

Common stock warrant
1,325

 
1,325

 
1,325

 
1,325

 
1,325

Additional paid-in capital
147,738

 
147,510

 
146,655

 
146,648

 
146,627

Accumulated deficit
(2,578
)
 
(1,405
)
 
(3,200
)
 
(4,115
)
 
(2,420
)
Accumulated other comprehensive income
1,163

 
1,818

 
2,094

 
1,443

 
1,142

Total stockholders' equity
172,399

 
173,941

 
171,511

 
169,881

 
171,199

Total liabilities and stockholders' equity
$
1,116,042

 
$
1,085,225

 
$
1,054,069

 
$
1,067,829

 
$
1,083,108

 
 
 
 
 
 
 
 
 
 





 
Period End Balances
 
March 31,
 
December 31,
 
September 30,
 
June 30,
 
March 31,
 
2013
 
2012
 
2012
 
2012
 
2012
CAPITAL RATIOS
 
 
 
 
 
 
 
 
 
Tangible equity to tangible assets
13.23
%
 
13.75
%
 
13.92
%
 
13.57
%
 
13.49
%
Tangible common equity to tangible assets
10.96
%
 
11.42
%
 
11.52
%
 
11.21
%
 
11.17
%
VantageSouth Bank:
 
 
 
 
 
 
 
 
 
Tier 1 leverage ratio
11.08
%
 
11.45
%
 
9.89
%
 
9.41
%
 
8.93
%
Tier 1 risk-based capital ratio
13.13
%
 
13.66
%
 
12.82
%
 
12.02
%
 
11.17
%
Total risk-based capital ratio
14.58
%
 
14.96
%
 
13.28
%
 
12.49
%
 
11.62
%
Crescent State Bank:
 
 
 
 
 
 
 
 
 
Tier 1 leverage ratio
N/A

 
N/A

 
12.21
%
 
12.11
%
 
12.18
%
Tier 1 risk-based capital ratio
N/A

 
N/A

 
13.81
%
 
14.22
%
 
14.96
%
Total risk-based capital ratio
N/A

 
N/A

 
15.20
%
 
15.61
%
 
16.17
%
 
 
 
 
 
 
 
 
 
 
ASSET QUALITY DATA
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nonperforming loans
$
11,792

 
$
12,770

 
$
14,023

 
$
17,983

 
$
19,118

Foreclosed assets
4,752

 
5,837

 
6,697

 
7,772

 
8,340

Total nonperforming assets
$
16,544

 
$
18,607

 
$
20,720

 
$
25,755

 
$
27,458

 
 
 
 
 
 
 
 
 
 
Allowance for loan losses to loans
0.70
%
 
0.52
%
 
0.43
%
 
0.44
%
 
0.23
%
Nonperforming loans to total loans
1.48
%
 
1.67
%
 
1.90
%
 
2.58
%
 
2.71
%
Nonperforming assets to total assets
1.48
%
 
1.71
%
 
1.97
%
 
2.41
%
 
2.54
%
Restructured loans not included in categories above
$
558

 
$
104

 
$

 
$

 
$
917







QUARTERLY AVERAGE BALANCES, TAXABLE EQUIVALENT INTEREST AND YIELDS/COSTS
(Dollars in thousands)
 
Successor Company
 
Successor Company
 
 
Predecessor Company
 
Three months ended
March 31, 2013
 
Period from February 1 to
March 31, 2012
 
 
Period from January 1 to
January 31, 2012
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 
Loans
$
783,023

 
$
10,697

 
5.54
%
 
$
736,434

 
$
7,302

 
6.05
%
 
 
$
730,387

 
$
3,807

 
6.15
%
Investment securities
143,475

 
857

 
2.42

 
178,013

 
803

 
2.75

 
 
180,220

 
419

 
2.74

Federal funds and other
29,625

 
16

 
0.22

 
41,618

 
16

 
0.23

 
 
23,719

 
4

 
0.20

Total interest-earning assets
956,123

 
11,570

 
4.91
%
 
956,065

 
8,121

 
5.18
%
 
 
934,326

 
4,230

 
5.35
%
Non-interest-earning assets
134,333

 
 

 
 

 
111,784

 
 

 
 

 
 
134,240

 
 
 
 

Total assets
$
1,090,456

 
 

 
 

 
$
1,067,849

 
 

 
 

 
 
$
1,068,566

 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 

 
 

 
 

 
 

 
 

 
 

 
 
 
 
 
 
 

Interest-bearing demand
$
183,667

 
139

 
0.31
%
 
$
162,954

 
$
156

 
0.58
%
 
 
$
172,363

 
$
108

 
0.74
%
Money market and savings
264,917

 
343

 
0.53

 
207,934

 
239

 
0.70

 
 
184,716

 
96

 
0.61

Time
363,248

 
820

 
0.92

 
392,458

 
600

 
0.93

 
 
404,999

 
326

 
0.95

Total interest-bearing deposits
811,832

 
1,302

 
0.65

 
763,346

 
995

 
0.80

 
 
762,078

 
530

 
0.82

Short-term borrowings
7,200

 
12

 
0.68

 
5,083

 
2

 
0.24

 
 
968

 

 

Long-term debt
23,211

 
270

 
4.72

 
24,186

 
201

 
5.07

 
 
24,217

 
103

 
5.02

Total interest-bearing liabilities
842,243

 
1,584

 
0.76
%
 
792,615

 
1,198

 
0.92
%
 
 
787,263

 
633

 
0.95
%
Noninterest-bearing deposits
67,970

 
 

 
 

 
99,925

 
 

 
 

 
 
107,156

 
 
 
 

Other liabilities
6,427

 
 

 
 

 
5,089

 
 

 
 

 
 
4,184

 
 
 
 

Total liabilities
916,640

 
 

 
 

 
897,629

 
 

 
 

 
 
898,603

 
 
 
 

Stockholders’ equity
173,816

 
 

 
 

 
170,220

 
 

 
 

 
 
169,963

 
 
 
 

Total liabilities and stockholders’ equity
$
1,090,456

 
 

 
 

 
$
1,067,849

 
 

 
 

 
 
$
1,068,566

 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income, taxable equivalent
 

 
$
9,986

 
 

 
 

 
$
6,923

 
 

 
 
 
 
$
3,597

 
 

Interest rate spread
 

 
 

 
4.15
%
 
 

 
 

 
4.26
%
 
 
 
 
 
 
4.40
%
Tax equivalent net interest margin
 

 
 

 
4.24
%
 
 

 
 

 
4.42
%
 
 
 
 
 
 
4.55
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of average interest-earning assets to average interest-bearing liabilities
 

 
 

 
113.52
%
 
 

 
 

 
120.62
%
 
 
 
 
 
 
118.68
%
* Taxable equivalent basis
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 























LINKED QUARTER AVERAGE BALANCES, TAXABLE EQUIVALENT INTEREST AND YIELDS/COSTS
(Dollars in thousands)
 
Three months ended
March 31, 2013
 
Three months ended
December 31, 2012
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
Average
Balance
 
Interest*
 
Yield/Cost*
 
 
 
 
 
 
 
 
 
 
 
 
Assets
 

 
 

 
 

 
 
 
 
 
 
Loans
$
783,023

 
$
10,697

 
5.54
%
 
$
749,053

 
$
10,898

 
5.79
%
Investment securities
143,475

 
857

 
2.42

 
147,188

 
923

 
2.49

Federal funds and other
29,625

 
16

 
0.22

 
36,791

 
20

 
0.22

Total interest-earning assets
956,123

 
11,570

 
4.91
%
 
933,032

 
11,841

 
5.05
%
Non-interest-earning assets
134,333

 
 

 
 

 
132,629

 
 
 
 
Total assets
$
1,090,456

 
 

 
 

 
$
1,065,661

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and Equity
 

 
 

 
 

 
 
 
 
 
 
Interest-bearing demand
$
183,667

 
139

 
0.31
%
 
$
159,071

 
120

 
0.30
%
Money market and savings
264,917

 
343

 
0.53

 
250,625

 
343

 
0.54

Time
363,248

 
820

 
0.92

 
361,557

 
846

 
0.93

Total interest-bearing deposits
811,832

 
1,302

 
0.65

 
771,253

 
1,309

 
0.68

Short-term borrowings
7,200

 
12

 
0.68

 
4,511

 
10

 
0.88

Long-term debt
23,211

 
270

 
4.72

 
22,517

 
279

 
4.93

Total interest-bearing liabilities
842,243

 
1,584

 
0.76
%
 
798,281

 
1,598

 
0.80
%
Noninterest-bearing deposits
67,970

 
 

 
 

 
86,266

 
 
 
 
Other liabilities
6,427

 
 

 
 

 
7,459

 
 
 
 
Total liabilities
916,640

 
 

 
 

 
892,006

 
 
 
 
Stockholders’ equity
173,816

 
 

 
 

 
173,655

 
 
 
 
Total liabilities and stockholders’ equity
$
1,090,456

 
 

 
 

 
$
1,065,661

 
 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income, taxable equivalent
 

 
$
9,986

 
 

 
 

 
$
10,243

 
 
Interest rate spread
 

 
 

 
4.15
%
 
 
 
 
 
4.25
%
Tax equivalent net interest margin
 

 
 

 
4.24
%
 
 
 
 
 
4.37
%
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of average interest-earning assets to average interest-bearing liabilities
 

 
 

 
113.52
%
 
 
 
 
 
116.88
%
* Taxable equivalent basis