2012 Acquisitions of Failed Banks (Tables)

3 Months Ended

Mar. 31, 2013

Summary of Accretable Discount of Purchased Loans

The following table presents a rollforward of the accretable discount on the purchased loans within the scope of ASC Topic 310-30 for the three months ended March 31, 2013:

	Tennessee			First
	Commerce			Commercial			Total
(in thousands)	Bank			Bank			Acquired Banks
Balance as of January 1, 2013	$	(319	)	$	(2,912	)	$	(3,231	)
Transfers between non-accretable and accretable		(984	)		-			(984	)
Accreted/(Amortized) into interest income on loans,
including loan fees		991			641			1,632
Net recast adjustment		-			283			283
Ending balance, March 31, 2013	$	(312	)	$	(1,988	)	$	(2,300	)

Composition of Deposits

The composition of deposits related to the acquisitions of failed banks outstanding at March 31, 2013 and December 31, 2012 follows:

	Tennessee		First		Total
	Commerce		Commercial		Acquired
March 31, 2013 (in thousands)	Bank		Bank		Banks
Demand	$	1,075	$	3,504	$	4,579
Money market accounts		1,831		24,447		26,278
Savings		6,488		-		6,488
Individual retirement accounts*		885		2,111		2,996
Time deposits, $100,000 and over*		8,574		2,240		10,814
Other certificates of deposit*		5,372		7,257		12,629
Brokered certificates of deposit*(1)		5,256		9,121		14,377
Total interest-bearing deposits		29,481		48,680		78,161
Total non interest-bearing deposits		4,596		6,918		11,514
Total deposits	$	34,077	$	55,598	$	89,675

___________________________________________

(*) - Represents a time deposit.

(1) – Includes brokered deposits less than, equal to and greater than $100,000.

	Tennessee		First		Total
	Commerce		Commercial		Acquired
December 31, 2012 (in thousands)	Bank		Bank		Banks
Demand	$	10,024	$	5,871	$	15,895
Money market accounts		1,510		25,762		27,272
Savings		217		-		217
Individual retirement accounts*		1,166		3,269		4,435
Time deposits, $100,000 and over*		10,822		3,267		14,089
Other certificates of deposit*		7,196		12,574		19,770
Brokered certificates of deposit*(1)		6,729		12,247		18,976
Total interest-bearing deposits		37,664		62,990		100,654
Total non interest-bearing deposits		4,240		6,812		11,052
Total deposits	$	41,904	$	69,802	$	111,706

___________________________________

(*) - Represents a time deposit.

(1) – Includes brokered deposits less than, equal to and greater than $100,000.

Tennessee Commerce Bank ("TCB")

Assets Acquired and Liabilities Assumed Including Recast Adjustments

A summary of the assets acquired and liabilities assumed in the TCB acquisition, including 2012 recast adjustments, follows:

Tennessee Commerce Bank	January 27, 2012
	As Previously Reported						As Recasted
	Contractual			Fair Value			2012 Recast			Fair
(in thousands)	Amount			Adjustments			Adjustments			Value
Assets acquired:
Cash and cash equivalents	$	61,943		$	(89	)	$	(2	)	$	61,852
Securities available for sale		42,646			-			-			42,646
Loans to be repurchased by the FDIC, net of discount		19,800			(2,797	)		-			17,003
Loans		79,112			(22,666	)		830			57,276
Federal Home Loan Bank stock, at cost		2,491			-			-			2,491
Other assets and accrued interest receivable		945			(60	)		-			885
Other real estate owned		14,189			(3,359	)		(1,113	)		9,717
Core deposit intangible		-			64			-			64
Discount		(56,970	)		56,970			-			-
FDIC settlement receivable		784,545			-			-			784,545
Total assets acquired	$	948,701		$	28,063		$	(285	)	$	976,479
Liabilities assumed:
Deposits
Non interest-bearing	$	19,754		$	-		$	-		$	19,754
Interest-bearing		927,641			54			-			927,695
Total deposits		947,395			54			-			947,449
Accrued income taxes payable		-			9,988			(100	)		9,888
Other liabilities and accrued interest payable		1,306			110			-			1,416
Total liabilities assumed	$	948,701		$	10,152		$	(100	)	$	958,753
Equity
Bargain purchase gain, net of taxes		-			17,911			(185	)		17,726
Total liabilities assumed and equity	$	948,701		$	28,063		$	(285	)	$	976,479

Summary of Net Assets Acquired from FDIC and Estimated Fair Value Adjustments

A summary of the net assets acquired from the FDIC and the estimated fair value adjustments as of the TCB acquisition date follows:

Tennessee Commerce Bank	January 27, 2012
				Second Quarter			Third Quarter
	As Previously			2012 Recast			2012 Recast			As
(in thousands)	Reported			Adjustments			Adjustments			Recasted
Assets acquired, at contractual amount	$	221,126		$	-		$	-		$	221,126
Liabilities assumed, at contractual amount		(948,701	)		-			-			(948,701	)
Net liabilities assumed per the P&A Agreement		(727,575	)		-			-			(727,575	)
Contractual discount		(56,970	)		-			-			(56,970	)
Net receivable from the FDIC	$	(784,545	)	$	-		$	-		$	(784,545	)
Fair value adjustments:
Loans	$	(22,666	)	$	919		$	(89	)	$	(21,836	)
Discount for loans to be repurchased by the FDIC		(2,797	)		-			-			(2,797	)
Other real estate owned		(3,359	)		(1,000	)		(113	)		(4,472	)
Other assets and accrued interest receivable		(60	)		-			-			(60	)
Core deposit intangible		64			-			-			64
Deposits		(54	)		-			-			(54	)
All other		(199	)		(15	)		13			(201	)
Total fair value adjustments		(29,071	)		(96	)		(189	)		(29,356	)
Discount		56,970			-			-			56,970
Bargain purchase gain, pre-tax	$	27,899		$	(96	)	$	(189	)	$	27,614

Composition of Acquired Loans

The composition of acquired loans as of the respective acquisition dates follows:

Tennessee Commerce Bank	January 27, 2012
	As Previously Reported					As Recasted
	Contractual		Fair Value			2012 Recast			Fair
(in thousands)	Amount		Adjustments			Adjustments			Value
Residential real estate	$	22,693	$	(4,076	)	$	243		$	18,860
Commercial real estate		18,646		(6,971	)		1,988			13,663
Real estate construction		14,877		(2,681	)		(1,972	)		10,224
Commercial		13,224		(6,939	)		496			6,781
Home equity		6,220		(606	)		24			5,638
Consumer:
Credit cards		608		(22	)		-			586
Overdrafts		672		(621	)		-			51
Other consumer		2,172		(750	)		51			1,473
Total loans	$	79,112	$	(22,666	)	$	830		$	57,276

Purchased Loans

The following tables present the purchased loans that are included within the scope of ASC Topic 310-30 at the respective acquisition dates:

Tennessee Commerce Bank	January 27, 2012
	As Previously			2012 Recast			As
(in thousands)	Reported			Adjustments			Recasted
Contractually-required principal and interest payments	$	52,278		$	-		$	52,278
Non-accretable difference		(21,308	)		903			(20,405	)
Cash flows expected to be collected		30,970			903			31,873
Accretable yield		(425	)		(73	)		(498	)
Fair value of loans	$	30,545		$	830		$	31,375

Composition of Deposits

The composition of deposits assumed at fair value as of the respective 2012 acquisition dates follows:

Tennessee Commerce Bank	January 27, 2012
	Contractual		Fair Value		Recast		Fair
(in thousands)	Amount		Adjustments		Adjustments		Value
Demand	$	3,190	$	-	$	-	$	3,190
Money market accounts		11,338		-		-		11,338
Savings		91,859		-		-		91,859
Individual retirement accounts*		15,486		-		-		15,486
Time deposits, $100,000 and over*		278,825		-		-		278,825
Other certificates of deposit*		108,003		14		-		108,017
Brokered certificates of deposit*		418,940		40		-		418,980
Total interest-bearing deposits		927,641		54		-		927,695
Total non interest-bearing deposits		19,754		-		-		19,754
Total deposits	$	947,395	$	54	$	-	$	947,449

First Commercial Bank("FCB")

Assets Acquired and Liabilities Assumed Including Recast Adjustments

A summary of the assets acquired and liabilities assumed in the FCB acquisition, including recast adjustments, follows:

First Commercial Bank	September 7, 2012
	As Previously Reported						As Recasted
							2012 & 2013
	Contractual			Fair Value			Recast			Fair
(in thousands)	Amount			Adjustments			Adjustments			Value
Assets acquired :
Cash and cash equivalents	$	10,524		$	-		$	-		$	10,524
Securities available for sale		12,002			-			-			12,002
Loans		171,744			(44,214	)		2,821			130,351
Federal Home Loan Bank stock, at cost		407			-			-			407
Other assets and accrued interest receivable		829			(95	)		-			734
Other real estate owned		19,360			(8,389	)		(785	)		10,186
Core deposit intangible		-			559			-			559
Discount		(79,412	)		79,412			-			-
FDIC settlement receivable		64,326			-			-			64,326
Total assets acquired	$	199,780		$	27,273		$	2,036		$	229,089
Liabilities assumed:
Deposits:
Non interest-bearing	$	7,197		$	-		$	-		$	7,197
Interest-bearing		189,057			(3	)		-			189,054
Total deposits		196,254			(3	)		-			196,251
Federal Home Loan Bank advances		3,002			63			-			3,065
Accrued income taxes payable		-			9,706			712			10,418
Other liabilities and accrued interest payable		524			101			-			625
Total liabilities assumed	$	199,780		$	9,867		$	712		$	210,359
Equity:
Bargain purchase gain, net of taxes		-			17,406			1,324			18,730
Total liabilities assumed and equity	$	199,780		$	27,273		$	2,036		$	229,089

Summary of Net Assets Acquired from FDIC and Estimated Fair Value Adjustments

A summary of the net assets acquired from the FDIC and the estimated fair value adjustments as of the FCB acquisition date follows:

First Commercial Bank	September 7, 2012
				Fourth Quarter		First Quarter
	As Previously			2012 Recast		2013 Recast			As
(in thousands)	Reported			Adjustments		Adjustments			Recasted
Assets acquired, at contractual amount	$	214,866		$	-	$	-		$	214,866
Liabilities assumed, at contractual amount		(199,780	)		-		-			(199,780	)
Net liabilities assumed per the P&A Agreement		15,086			-		-			15,086
Contractual discount		(79,412	)		-		-			(79,412	)
Net receivable from the FDIC	$	(64,326	)	$	-	$	-		$	(64,326	)
Fair value adjustments:
Loans	$	(44,214	)	$	423	$	2,398		$	(41,393	)
Other real estate owned		(8,389	)		289		(1,074	)		(9,174	)
Other assets and accrued interest receivable		(95	)		-		-			(95	)
Core deposit intangible		559			-		-			559
Deposits		3			-		-			3
Federal Home Loan Bank advances		(63	)		-		-			(63	)
All other		(101	)		-		-			(101	)
Total fair value adjustments		(52,300	)		712		1,324			(50,264	)
Discount		79,412			-		-			79,412
Bargain purchase gain, pre-tax	$	27,112		$	712	$	1,324		$	29,148

Composition of Acquired Loans

First Commercial Bank	September 7, 2012
	As Previously Reported					As Recasted
						2012 & 2013
	Contractual		Fair Value			Recast			Fair
(in thousands)	Amount		Adjustments			Adjustments			Value
Residential real estate	$	48,409	$	(9,634	)	$	180		$	38,955
Commercial real estate		82,161		(12,330	)		(1,746	)		68,085
Real estate construction		14,918		(6,182	)		316			9,052
Commercial		25,475		(16,060	)		4,120			13,535
Home equity		404		(3	)		-			401
Consumer:
Credit cards		-		-			-			-
Overdrafts		6		-			-			6
Other consumer		371		(5	)		(49	)		317
Total loans	$	171,744	$	(44,214	)	$	2,821		$	130,351

Purchased Loans

First Commercial Bank	September 7, 2012
				2012 & 2013
	As Previously			Recast			As
(in thousands)	Reported			Adjustments			Recasted
Contractually-required principal and interest payments	$	116,940		$	4,213		$	121,153
Non-accretable difference		(33,523	)		4,640			(28,883	)
Cash flows expected to be collected		83,417			8,853			92,270
Accretable difference		(2,827	)		(1,819	)		(4,646	)
Fair value of loans	$	80,590		$	7,034		$	87,624

Composition of Deposits

First Commercial Bank	September 7, 2012
	Contractual		Fair Value			Recast		Fair
(in thousands)	Amount		Adjustments			Adjustments		Value
Demand	$	4,003	$	-		$	-	$	4,003
Money market accounts		38,187		-			-		38,187
Savings		-		-			-		-
Individual retirement accounts*		16,780		-			-		16,780
Time deposits, $100,000 and over*		14,740		-			-		14,740
Other certificates of deposit*		62,033		-			-		62,033
Brokered certificates of deposit*		53,314		(3	)		-		53,311
Total interest-bearing deposits		189,057		(3	)		-		189,054
Total non interest-bearing deposits		7,197		-			-		7,197
Total deposits	$	196,254	$	(3	)	$	-	$	196,251
* - denotes a time deposit