UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2012

 

 

 

Commission File Number 0-15572

 

                            FIRST BANCORP                            

(Exact Name of Registrant as Specified in its Charter)

 

North Carolina		56-1421916
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification Number)
341 North Main Street, Troy, North Carolina		27371-0508
(Address of Principal Executive Offices)		(Zip Code)
(Registrant's telephone number, including area code)		(910)   576-6171

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.      ý YES      o NO

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     ý YES     o NO

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one)

 

£ Large Accelerated Filer	S Accelerated Filer	£ Non-Accelerated Filer	£ Smaller Reporting Company
		(Do not check if a smaller
		reporting company)

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     o YES     ý NO

 

The number of shares of the registrant's Common Stock outstanding on April 30, 2012 was 16,949,941.

 

 

INDEX

FIRST BANCORP AND SUBSIDIARIES

 

 

	Page
Part I.  Financial Information
Item 1 - Financial Statements
Consolidated Balance Sheets -
March 31, 2012 and March 31, 2011
(With Comparative Amounts at December 31, 2011)	4
Consolidated Statements of Income -
For the Periods Ended March 31, 2012 and 2011	5
Consolidated Statements of Comprehensive Income -
For the Periods Ended March 31, 2012 and 2011	6
Consolidated Statements of Shareholders’ Equity -
For the Periods Ended March 31, 2012 and 2011	7
Consolidated Statements of Cash Flows -
For the Periods Ended March 31, 2012 and 2011	8
Notes to Consolidated Financial Statements	9
Item 2 – Management’s Discussion and Analysis of Consolidated
Results of Operations and Financial Condition	38
Item 3 – Quantitative and Qualitative Disclosures About Market Risk	61
Item 4 – Controls and Procedures	63
Part II.  Other Information
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	64
Item 6 – Exhibits	64
Signatures	66

 

 

FORWARD-LOOKING STATEMENTS

 

Part I of this report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which statements are inherently subject to risks and uncertainties. Forward-looking statements are statements that include projections, predictions, expectations or beliefs about future events or results or otherwise are not statements of historical fact. Such statements are often characterized by the use of qualifying words (and their derivatives) such as “expect,” “believe,” “estimate,” “plan,” “project,” or other statements concerning our opinions or judgment about future events. Our actual results may differ materially from those anticipated in any forward-looking statements, as they will depend on many factors about which we are unsure, including many factors which are beyond our control. Factors that could influence the accuracy of such forward-looking statements include, but are not limited to, the financial success or changing strategies of our customers, our level of success in integrating acquisitions, actions of government regulators, the level of market interest rates, and general economic conditions. For additional information about factors that could affect the matters discussed in this paragraph, see the “Risk Factors” section of our 2011 Annual Report on Form 10-K.

 

 

 

 

 

 

Part I. Financial Information

Item 1 - Financial Statements

First Bancorp and Subsidiaries

Consolidated Balance Sheets

 

($ in thousands-unaudited)		March 31, 2012				December 31, 2011(audited)				March 31, 2011
ASSETS
Cash and due from banks, noninterest-bearing		$	58,001				80,341				59,985
Due from banks, interest-bearing			234,137				135,218				182,445
Federal funds sold			1,203				608				14,590
Total cash and cash equivalents			293,341				216,167				257,020
Securities available for sale			159,182				182,626				192,382
Securities held to maturity (fair values of $61,226, $62,754, and $58,526)			57,066				57,988				57,433
Presold mortgages in process of settlement			7,003				6,090				2,696
Loans – non-covered			2,094,524				2,069,152				2,045,998
Loans – covered by FDIC loss share agreement			342,100				361,234				440,212
Total loans			2,436,624				2,430,386				2,486,210
Allowance for loan losses – non-covered			(46,455	)			(35,610	)			(35,773	)
Allowance for loan losses – covered			(6,372	)			(5,808	)			(7,002	)
Total allowance for loan losses			(52,827	)			(41,418	)			(42,775	)
Net loans			2,383,797				2,388,968				2,443,435
Premises and equipment			72,343				69,975				67,879
Accrued interest receivable			10,969				11,779				12,958
FDIC indemnification asset			113,405				121,677				140,937
Goodwill			65,835				65,835				65,835
Other intangible assets			3,675				3,897				4,575
Other real estate owned – non-covered			36,838				37,023				26,961
Other real estate owned – covered			79,535				85,272				95,868
Other assets			54,017				43,177				34,484
Total assets		$	3,337,006				3,290,474				3,402,463
LIABILITIES
Deposits:   Noninterest bearing checking accounts		$	371,293				335,833				332,168
Interest bearing checking accounts			468,691				423,452				349,677
Money market accounts			526,684				513,832				516,045
Savings accounts			157,619				146,481				161,869
Time deposits of $100,000 or more			738,839				753,233				806,735
Other time deposits			567,933				582,206				677,947
Total deposits			2,831,059				2,755,037				2,844,441
Securities sold under agreements to repurchase			—				17,105				72,951
Borrowings			133,894				133,925				108,833
Accrued interest payable			1,659				1,872				2,328
Other liabilities			31,963				37,385				24,520
Total liabilities			2,998,575				2,945,324				3,053,073
Commitments and contingencies
SHAREHOLDERS’ EQUITY
Preferred stock, no par value per share.  Authorized: 5,000,000 shares
Issued and outstanding:  63,500, 63,500, and 65,000 shares			63,500				63,500				65,000
Discount on preferred stock			—				—				(2,703	)
Common stock, no par value per share.  Authorized: 40,000,000 shares
Issued and outstanding:  16,937,641, 16,909,820 and 16,824,489 shares			105,068				104,841				104,581
Retained earnings			178,195				185,491				187,401
Accumulated other comprehensive income (loss)			(8,332	)			(8,682	)			(4,889	)
Total shareholders’ equity			338,431				345,150				349,390
Total liabilities and shareholders’ equity		$	3,337,006				3,290,474				3,402,463

 

See notes to consolidated financial statements.

 

First Bancorp and Subsidiaries

Consolidated Statements of Income

($ in thousands, except share data-unaudited)		Three Months Ended March 31,
		2012				2011
INTEREST INCOME
Interest and fees on loans		$	35,042				36,807
Interest on investment securities:
Taxable interest income			1,258				1,432
Tax-exempt interest income			493				500
Other, principally overnight investments			139				90
Total interest income			36,932				38,829
INTEREST EXPENSE
Savings, checking and money market			849				1,230
Time deposits of $100,000 or more			2,175				2,604
Other time deposits			1,269				2,169
Securities sold under agreements to repurchase			4				50
Borrowings			544				462
Total interest expense			4,841				6,515
Net interest income			32,091				32,314
Provision for loan losses – non-covered			18,557				7,570
Provision for loan losses – covered			2,998				3,773
Total provision for loan losses			21,555				11,343
Net interest income after provision for loan losses			10,536				20,971
NONINTEREST INCOME
Service charges on deposit accounts			2,847				2,645
Other service charges, commissions and fees			2,192				1,915
Fees from presold mortgage loans			411				295
Commissions from sales of insurance and financial products			383				355
Gain from acquisition			—				10,196
Foreclosed property losses and write-downs – non-covered			(688	)			(1,353	)
Foreclosed property losses and write-downs – covered			(4,547	)			(4,934	)
FDIC indemnification asset income, net			4,105				5,040
Securities gains			452				14
Other gains			194				20
Total noninterest income			5,349				14,193
NONINTEREST EXPENSES
Salaries			10,174				9,711
Employee benefits			3,914				3,202
Total personnel expense			14,088				12,913
Net occupancy expense			1,681				1,672
Equipment related expenses			1,170				1,062
Intangibles amortization			223				224
Acquisition expenses			—				351
Other operating expenses			7,213				8,821
Total noninterest expenses			24,375				25,043
Income (loss) before income taxes			(8,490	)			10,121
Income taxes (benefit)			(3,308	)			3,746
Net income (loss)			(5,182	)			6,375
Preferred stock dividends			(760	)			(813	)
Accretion of preferred stock discount			—				(229	)
Net income (loss) available to common shareholders		$	(5,942	)			5,333
Earnings (loss) per common share:
Basic		$	(0.35	)			0.32
Diluted			(0.35	)			0.32
Dividends declared per common share		$	0.08				0.08
Weighted average common shares outstanding:
Basic			16,924,616				16,813,941
Diluted			16,924,650				16,841,787

See notes to consolidated financial statements.

First Bancorp and Subsidiaries

Consolidated Statements of Comprehensive Income

 

 

		Three Months Ended March 31,
($ in thousands-unaudited)		2012				2011
Net income (loss)		$	(5,182	)			6,375
Other comprehensive income (loss):
Unrealized gains on securities available for sale:
Unrealized holding gains arising during the period, pretax			717				190
Tax benefit			(280	)			(74	)
Reclassification to realized gains			(452	)			(14	)
Tax expense			176				5
Postretirement Plans:
Amortization of unrecognized net actuarial loss			301				140
Tax expense			(117	)			(56	)
Amortization of prior service cost and transition obligation			9				9
Tax expense			(4	)			(4	)
Other comprehensive income			350				196
Comprehensive income (loss)		$	(4,832	)			6,571

 

See notes to consolidated financial statements.

 

First Bancorp and Subsidiaries

Consolidated Statements of Shareholders’ Equity

 

 

(In thousands, except per share - unaudited)		Preferred				Preferred Stock				Common Stock								Retained				Accumulated Other Comprehensive				Total Share- holders’
		Stock				Discount				Shares				Amount				Earnings				Income (Loss)				Equity
Balances, January 1, 2011		$	65,000				(2,932	)			16,801			$	104,207				183,413				(5,085	)			344,603
Net income																			6,375								6,375
Common stock issued under stock option plans											2				31												31
Common stock issued into dividend reinvestment plan											14				210												210
Cash dividends declared ($0.08 per common share)																			(1,345	)							(1,345	)
Preferred dividends																			(813	)							(813	)
Accretion of preferred stock discount							229												(229	)							—
Stock-based compensation											7				133												133
Other comprehensive income																							196				196
Balances, March 31, 2011		$	65,000				(2,703	)			16,824			$	104,581				187,401				(4,889	)			349,390
Balances, January 1, 2012		$	63,500				—				16,910			$	104,841				185,491				(8,682	)			345,150
Net income (loss)																			(5,182	)							(5,182	)
Common stock issued into dividend reinvestment plan											18				209												209
Repurchases of common stock											—				(2	)											(2	)
Cash dividends declared ($0.08 per common share)																			(1,354	)							(1,354	)
Preferred dividends																			(760	)							(760	)
Stock-based compensation											10				20												20
Other comprehensive income																							350				350
Balances, March 31, 2012		$	63,500				—				16,938			$	105,068				178,195				(8,332	)			338,431

See notes to consolidated financial statements.

 

 

 

First Bancorp and Subsidiaries

Consolidated Statements of Cash Flows

 

		Three Months Ended March 31,
($ in thousands-unaudited)		2012				2011
Cash Flows From Operating Activities
Net income (loss)		$	(5,182	)			6,375
Reconciliation of net income to net cash provided by operating activities:
Provision for loan losses			21,555				11,343
Net security premium amortization			456				412
Purchase accounting accretion and amortization, net			(2,525	)			(2,500	)
Gain from acquisition			—				(10,196	)
Foreclosed property losses and write-downs			5,235				6,287
Gain on securities available for sale			(452	)			(14	)
Other gains			(194	)			(20	)
Increase in net deferred loan costs			(60	)			(207	)
Depreciation of premises and equipment			1,133				1,092
Stock-based compensation expense			20				133
Amortization of intangible assets			223				224
Origination of presold mortgages in process of settlement			(19,422	)			(20,082	)
Proceeds from sales of presold mortgages in process of settlement			18,509				21,348
Decrease in accrued interest receivable			810				621
Increase in other assets			(15,846	)			(4,281	)
Increase (decrease) in accrued interest payable			(213	)			246
Decrease in other liabilities			(5,080	)			(5,280	)
Net cash provided (used) by operating activities			(1,033	)			5,501
Cash Flows From Investing Activities
Purchases of securities available for sale			(9,000	)			(21,817	)
Purchases of securities held to maturity			—				(3,232	)
Proceeds from sales of securities available for sale			9,641				2,518
Proceeds from maturities/issuer calls of securities available for sale			23,125				11,469
Proceeds from maturities/issuer calls of securities held to maturity			860				686
Net decrease (increase) in loans			(23,828	)			35,368
Proceeds from FDIC loss share agreements			13,247				31,214
Proceeds from sales of foreclosed real estate			10,653				6,772
Purchases of premises and equipment			(3,501	)			(1,214	)
Net cash received in acquisition			—				54,037
Net cash provided by investing activities			21,197				115,801
Cash Flows From Financing Activities
Net increase in deposits and repurchase agreements			58,950				17,713
Repayments of borrowings, net			—				(92,081	)
Cash dividends paid – common stock			(1,353	)			(1,344	)
Cash dividends paid – preferred stock			(794	)			(813	)
Proceeds from issuance of common stock			209				241
Repurchase of common stock			(2	)			—
Net cash provided (used) by financing activities			57,010				(76,284	)
Increase in cash and cash equivalents			77,174				45,018
Cash and cash equivalents, beginning of period			216,167				212,002
Cash and cash equivalents, end of period		$	293,341				257,020
Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest		$	5,054				6,269
Income taxes			5,275				8,200
Non-cash transactions:
Unrealized gain on securities available for sale, net of taxes			161				107
Foreclosed loans transferred to other real estate			9,966				19,441

 

See notes to consolidated financial statements.

 

 

First Bancorp and Subsidiaries

Notes to Consolidated Financial Statements

 

 

(unaudited)

For the Periods Ended March 31, 2012 and 2011

 

Note 1 - Basis of Presentation

 

In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments necessary to present fairly the consolidated financial position of the Company as of March 31, 2012 and 2011 and the consolidated results of operations and consolidated cash flows for the periods ended March 31, 2012 and 2011. All such adjustments were of a normal, recurring nature. Reference is made to the 2011 Annual Report on Form 10-K filed with the SEC for a discussion of accounting policies and other relevant information with respect to the financial statements. The results of operations for the periods ended March 31, 2012 and 2011 are not necessarily indicative of the results to be expected for the full year. The Company has evaluated all subsequent events through the date the financial statements were issued.

 

Note 2 – Accounting Policies

 

Note 1 to the 2011 Annual Report on Form 10-K filed with the SEC contains a description of the accounting policies followed by the Company and discussion of recent accounting pronouncements. During the first quarter of 2012, there were no new standards or guidance issued by the regulatory authorities relevant to the Company.

 

Note 3 – Reclassifications

 

Certain amounts reported in the period ended March 31, 2011 have been reclassified to conform to the presentation for March 31, 2012. These reclassifications had no effect on net income or shareholders’ equity for the periods presented, nor did they materially impact trends in financial information.

 

Note 4 – Acquisition - Pending

 

On October 21, 2011, the Company entered into a Branch Purchase and Assumption Agreement (“The Agreement”) with Waccamaw Bankshares, Inc., and its subsidiary, Waccamaw Bank. The Agreement provides for First Bank to acquire eleven branches from Waccamaw Bank, which includes assuming all deposits, selected performing loans, and all premises and equipment. Deposits total approximately $180 million and loans total approximately $98 million.

 

The Agreement provides for the deposits to be purchased at a premium that varies by account type. The estimated blended premium is approximately 1.5% of total deposits.

 

The Agreement provides for loans to be purchased at par (the amount of principal outstanding and interest receivable) and for premises and equipment to be purchased at net book value. Approximately $31 million of the $98 million in loans being acquired are subject to a provision in the Agreement allowing First Bank to put the loans back to Waccamaw Bank at par value for any reason within 20 months following the closing date of the transaction. The Agreement is subject to regulatory approval and other customary conditions. No assurance can be provided that this Agreement will be approved.

 

Note 5 – Equity-Based Compensation Plans

 

At March 31, 2012, the Company had the following equity-based compensation plans: the First Bancorp 2007 Equity Plan, the First Bancorp 2004 Stock Option Plan, the First Bancorp 1994 Stock Option Plan, and one plan that was assumed from an acquired entity. The Company’s shareholders approved all equity-based compensation plans, except for those assumed from acquired companies. The First Bancorp 2007 Equity Plan became effective

upon the approval of shareholders on May 2, 2007. As of March 31, 2012, the First Bancorp 2007 Equity Plan was the only plan that had shares available for future grants.

 

The First Bancorp 2007 Equity Plan is intended to serve as a means to attract, retain and motivate key employees and directors and to associate the interests of the plans’ participants with those of the Company and its shareholders. The First Bancorp 2007 Equity Plan allows for both grants of stock options and other types of equity-based compensation, including stock appreciation rights, restricted stock, restricted performance stock, unrestricted stock, and performance units.

 

Recent equity grants to employees have either had performance vesting conditions, service vesting conditions, or both. Compensation expense for these grants is recorded over the various service periods based on the estimated number of equity grants that are probable to vest. No compensation cost is recognized for grants that do not vest and any previously recognized compensation cost will be reversed. As it relates to director equity grants, the Company grants common shares, valued at approximately $242,000 on the date of the grant, to each non-employee director in June of each year. Compensation expense associated with these director grants is recognized on the date of grant since there are no vesting conditions.

 

The Company granted long-term restricted shares of common stock to certain senior executives on February 24, 2011 and February 23, 2012 with a two year minimum vesting period. The total compensation expense associated with the February 24, 2011 grant was $105,500 and the grant will fully vest on February 24, 2013. The Company recorded $12,400 in the first quarter of 2012 and will record $9,700 in each subsequent quarter of 2012. The total compensation expense associated with the February 23, 2012 grant was $89,700 and the grant will fully vest on February 23, 2014. The Company recorded $3,700 in the first quarter of 2012 and will record $11,200 in each subsequent quarter of 2012.

 

Under the terms of the Predecessor Plans and the First Bancorp 2007 Equity Plan, options can have a term of no longer than ten years, and all options granted thus far under these plans have had a term of ten years. The Company’s options provide for immediate vesting if there is a change in control (as defined in the plans).

 

At March 31, 2012, there were 476,624 options outstanding related to the three First Bancorp plans, with exercise prices ranging from $14.35 to $22.12. At March 31, 2012, there were 896,709 shares remaining available for grant under the First Bancorp 2007 Equity Plan. The Company also has a stock option plan as a result of a corporate acquisition. At March 31, 2012, there were 4,788 stock options outstanding in connection with the acquired plan, with option prices ranging from $10.66 to $15.22.

 

The Company issues new shares of common stock when options are exercised.

 

The Company measures the fair value of each option award on the date of grant using the Black-Scholes option-pricing model. The Company determines the assumptions used in the Black-Scholes option pricing model as follows: the risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant; the dividend yield is based on the Company’s dividend yield at the time of the grant (subject to adjustment if the dividend yield on the grant date is not expected to approximate the dividend yield over the expected life of the option); the volatility factor is based on the historical volatility of the Company’s stock (subject to adjustment if future volatility is reasonably expected to differ from the past); and the weighted-average expected life is based on the historical behavior of employees related to exercises, forfeitures and cancellations.

 

The Company’s equity grants for the three months ended March 31, 2012 were the issuance of 9,559 shares of long-term restricted stock to certain senior executives on February 23, 2012, at a fair market value of $10.96 per share, which was the closing price of the Company’s common stock on that date.

 

The Company’s equity grants for the three months ended March 31, 2011 were the issuance of 7,259 shares of long-term restricted stock to certain senior executives on February 24, 2011, at a fair market value of $14.54 per share, which was the closing price of the Company’s common stock on that date.

 

The Company recorded total stock-based compensation expense of $20,000 and $133,000 for the three-month periods ended March 31, 2012 and 2011, respectively, which relates to the employee grants discussed above and is recorded as “salaries expense.” Stock based compensation is reflected as an adjustment to cash flows from operating activities on the Company’s Consolidated Statement of Cash Flows. The Company recognized $8,000 and $48,000 of income tax benefits related to stock based compensation expense in the income statement for the three months ended March 31, 2012 and 2011, respectively.

 

As noted above, certain of the Company’s stock option grants contain terms that provide for a graded vesting schedule whereby portions of the award vest in increments over the requisite service period. The Company has elected to recognize compensation expense for awards with graded vesting schedules on a straight-line basis over the requisite service period for the entire award. Compensation expense is based on the estimated number of stock options and awards that will ultimately vest. Over the past five years, there have only been minimal amounts of forfeitures, and therefore the Company assumes that all options granted without performance conditions will become vested.

 

The following table presents information regarding the activity for the first three months of 2012 related to all of the Company’s stock options outstanding:

 

				Options Outstanding
				Number of Shares				Weighted- Average Exercise Price				Weighted- Average Contractual Term (years)				Aggregate Intrinsic Value
	Balance at December 31, 2011				493,850			$	18.92
	Granted				—				—
	Exercised				—				—
	Forfeited				—				—
	Expired				(12,438	)			18.71
	Outstanding at March 31, 2012				481,412			$	18.92				3.4			$	656
	Exercisable at March 31, 2012				479,412			$	18.92				3.4			$	656

 

The Company did not have any stock option exercises during the three months ended March 31, 2012 and received $31,000 as a result of stock option exercises during the three months ended March 31, 2011. The Company recorded no tax benefits from the exercise of nonqualified stock options during the three months ended March 31, 2012 or 2011.

 

As discussed above, the Company granted 7,259 and 9,559 long-term restricted shares of common stock to certain senior executives on February 24, 2011 and February 23, 2012, respectively.

 

 

The following table presents information regarding the activity during 2012 related to the Company’s outstanding restricted stock:

 

		Long-Term Restricted Stock
		Number of Units				Weighted- Average Grant-Date Fair Value
Nonvested at December 31, 2011			7,259			$	14.54
Granted during the period			9,559			$	10.96
Vested during the period			—				—
Forfeited or expired during the period			(2,474	)			12.55
Nonvested at March 31, 2012			14,344			$	12.50

Note 6 – Earnings Per Common Share

 

Basic earnings per common share were computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per common share is computed by assuming the issuance of common shares for all potentially dilutive common shares outstanding during the reporting period. Currently, the Company’s potentially dilutive common stock issuances relate to grants under the Company’s equity-based compensation plans, including stock options and restricted stock. The following is a reconciliation of the numerators and denominators used in computing basic and diluted earnings per common share:

 

		For the Three Months Ended March 31,
		2012												2011
($ in thousands except per share amounts)		Income (Numer- ator)				Shares (Denom- inator)				Per Share Amount				Income (Numer- ator)				Shares (Denom- inator)				Per Share Amount
Basic EPS
Net income (loss) available to common shareholders		$	(5,942	)			16,924,616			$	(0.35	)		$	5,333				16,813,941			$	0.32
Effect of Dilutive Securities			—				34								—				27,846
Diluted EPS per common share		$	(5,942	)			16,924,650			$	(0.35	)		$	5,333				16,841,787			$	0.32

 

For the three months ended March 31, 2012 and 2011, there were 384,231 and 515,916 options, respectively, that were antidilutive because the exercise price exceeded the average market price for the period. Antidilutive options have been omitted from the calculation of diluted earnings per share for the respective periods.

Note 7 – Securities

 

The book values and approximate fair values of investment securities at March 31, 2012 and December 31, 2011 are summarized as follows:

 

		March 31, 2012																December 31, 2011
		Amortized				Fair				Unrealized								Amortized				Fair				Unrealized
($ in thousands)		Cost				Value				Gains				(Losses)				Cost				Value				Gains				(Losses)
Securities available for sale:
Government-sponsored enterprise securities		$	23,507				23,591				104				(20	)			34,511				34,665				170				(13	)
Mortgage-backed securities			107,330				111,069				3,831				(92	)			120,032				124,105				4,164				(91	)
Corporate bonds			13,186				13,137				284				(333	)			13,189				12,488				279				(980	)
Equity securities			10,998				11,385				419				(32	)			10,998				11,368				409				(39	)
Total available for sale		$	155,021				159,182				4,638				(477	)			178,730				182,626				5,022				(1,126	)
Securities held to maturity:
State and local governments		$	57,066				61,226				4,162				(2	)			57,988				62,754				4,766				—
Total held to maturity		$	57,066				61,226				4,162				(2	)			57,988				62,754				4,766				—

 

Included in mortgage-backed securities at March 31, 2012 were collateralized mortgage obligations with an amortized cost of $805,000 and a fair value of $829,000. Included in mortgage-backed securities at December 31, 2011 were collateralized mortgage obligations with an amortized cost of $1,462,000 and a fair value of $1,515,000. All of the Company’s mortgage-backed securities, including collateralized mortgage obligations, were issued by government-sponsored corporations.

 

The Company owned Federal Home Loan Bank (FHLB) stock with a cost and fair value of $10,904,000 at both March 31, 2012 and December 31, 2011, which is included in equity securities above and serves as part of the collateral for the Company’s line of credit with the FHLB. The investment in this stock is a requirement for membership in the FHLB system.

 

The following table presents information regarding securities with unrealized losses at March 31, 2012:

 

($ in thousands)		Securities in an Unrealized Loss Position for Less than 12 Months								Securities in an Unrealized Loss Position for More than 12 Months								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
Government-sponsored enterprise securities		$	2,980				20				—				—				2,980				20
Mortgage-backed securities			13,628				91				3,300				1				16,928				92
Corporate bonds			2,020				18				2,978				315				4,998				333
Equity securities			—				—				28				32				28				32
State and local governments			510				2				—				—				510				2
Total temporarily impaired securities		$	19,138				131				6,306				348				25,444				479

 

The following table presents information regarding securities with unrealized losses at December 31, 2011:

 

($ in thousands)		Securities in an Unrealized Loss Position for Less than 12 Months								Securities in an Unrealized Loss Position for More than 12 Months								Total
		Fair Value				Unrealized Losses				Fair Value				Unrealized Losses				Fair Value				Unrealized Losses
Government-sponsored enterprise securities		$	8,984				16				—				—				8,984				16
Mortgage-backed securities			14,902				61				9,302				30				24,204				91
Corporate bonds			4,588				458				2,773				522				7,361				980
Equity securities			4				2				22				37				26				39
State and local governments			—				—				—				—				—				—
Total temporarily impaired securities		$	28,478				537				12,097				589				40,575				1,126

In the above tables, all of the non-equity securities that were in an unrealized loss position at March 31, 2012 and December 31, 2011 are bonds that the Company has determined are in a loss position due to interest rate factors, the overall economic downturn in the financial sector, and the broader economy in general. The Company has evaluated the collectability of each of these bonds and has concluded that there is no other-than-temporary impairment. The Company does not intend to sell these securities, and it is more likely than not that the Company will not be required to sell these securities before recovery of the amortized cost. The Company has also concluded that each of the equity securities in an unrealized loss position at March 31, 2012 and December 31, 2011 was in such a position due to temporary fluctuations in the market prices of the securities. The Company’s policy is to record an impairment charge for any of these equity securities that remains in an unrealized loss position for twelve consecutive months unless the amount is insignificant.

 

The aggregate carrying amount of cost-method investments was $10,904,000 at March 31, 2012 and December 31, 2011, respectively, which was the FHLB stock discussed above. The Company determined that none of its cost-method investments were impaired at either period end.

 

The book values and approximate fair values of investment securities at March 31, 2012, by contractual maturity, are summarized in the table below. Expected maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

		Securities Available for Sale								Securities Held to Maturity
		Amortized				Fair				Amortized				Fair
($ in thousands)		Cost				Value				Cost				Value
Debt securities
Due within one year		$	3,007				3,073				675				686
Due after one year but within five years			23,497				23,602				2,549				2,768
Due after five years but within ten years			—				—				27,296				31,611
Due after ten years			10,189				10,053				26,546				26,161
Mortgage-backed securities			107,330				111,069				—				—
Total debt securities			144,023				147,797				57,066				61,226
Equity securities			10,998				11,385				—				—
Total securities		$	155,021				159,182				57,066				61,226

 

At March 31, 2012 investment securities with a book value of $27,626,000 were pledged as collateral for public deposits. At December 31, 2011, investment securities with a book value of $47,418,000 were pledged as collateral for public and private deposits and securities sold under agreements to repurchase.

 

There were $9,641,000 in sales of securities during the three months ended March 31, 2012, which resulted in a net gain of $446,000. There were $2,518,000 in sales during the three months ended March 31, 2011, which resulted in a net gain of $8,000. During the three months ended March 31, 2012 and 2011, the Company recorded a net gain of $6,000 and $11,000, respectively, related to the call of municipal securities. Also, during the three

months ended March 31, 2011, the Company recorded a net loss of $5,000 related to write-downs of the Company’s equity portfolio.

 

Note 8 – Loans and Asset Quality Information

 

The loans and foreclosed real estate that were acquired in FDIC-assisted transactions are covered by loss share agreements between the FDIC and the Company’s banking subsidiary, First Bank, which afford First Bank significant loss protection. (See the Company’s 2011 Annual Report on Form 10-K for more information regarding these transactions.) Because of the loss protection provided by the FDIC, the risk of the Cooperative Bank and The Bank of Asheville loans and foreclosed real estate are significantly different from those assets not covered under the loss share agreements. Accordingly, the Company presents separately loans subject to the loss share agreements as “covered loans” in the information below and loans that are not subject to the loss share agreements as “non-covered loans.”

 

The following is a summary of the major categories of total loans outstanding:

 

($ in thousands)		March 31, 2012								December 31, 2011								March 31, 2011
		Amount				Percentage				Amount				Percentage				Amount				Percentage
All  loans (non-covered and covered):
Commercial, financial, and agricultural		$	159,496				7	%			162,099				7	%			162,868				7	%
Real estate – construction, land development & other land loans			355,709				15	%			363,079				15	%			434,566				18	%
Real estate – mortgage – residential (1-4 family) first mortgages			812,878				33	%			805,542				33	%			804,278				32	%
Real estate – mortgage – home equity loans / lines of credit			255,955				10	%			256,509				11	%			267,515				11	%
Real estate – mortgage – commercial and other			775,610				32	%			762,895				31	%			733,087				29	%
Installment loans to individuals			75,636				3	%			78,982				3	%			82,716				3	%
Subtotal			2,435,284				100	%			2,429,106				100	%			2,485,030				100	%
Unamortized net deferred loan costs			1,340								1,280								1,180
Total loans		$	2,436,624								2,430,386								2,486,210

 

As of March 31, 2012, December 31, 2011 and March 31, 2011, net loans include unamortized premiums of $833,000, $949,000, and $1,298,000, respectively, related to acquired loans.

 

The following is a summary of the major categories of non-covered loans outstanding:

 

($ in thousands)		March 31, 2012								December 31, 2011								March 31, 2011
		Amount				Percentage				Amount				Percentage				Amount				Percentage
Non-covered loans:
Commercial, financial, and agricultural		$	151,148				7	%			152,627				8	%			146,838				7	%
Real estate – construction, land development & other land loans			287,833				14	%			290,983				14	%			330,389				16	%
Real estate – mortgage – residential (1-4 family) first mortgages			659,946				31	%			646,616				31	%			622,108				30	%
Real estate – mortgage – home equity loans / lines of credit			233,915				11	%			233,171				11	%			241,443				12	%
Real estate – mortgage – commercial and other			685,734				33	%			666,882				32	%			624,699				31	%
Installment loans to individuals			74,608				4	%			77,593				4	%			79,341				4	%
Subtotal			2,093,184				100	%			2,067,872				100	%			2,044,818				100	%
Unamortized net deferred loan costs			1,340								1,280								1,180
Total non-covered loans		$	2,094,524								2,069,152								2,045,998

 

The carrying amount of the covered loans at March 31, 2012 consisted of impaired and nonimpaired purchased loans, as follows:

 

($ in thousands)		Impaired Purchased Loans – Carrying Value				Impaired Purchased Loans – Unpaid Principal Balance				Nonimpaired Purchased Loans – Carrying Value				Nonimpaired Purchased Loans - Unpaid Principal Balance				Total Covered Loans – Carrying Value				Total Covered Loans – Unpaid Principal Balance
Covered loans:
Commercial, financial, and agricultural		$	69				150				8,279				10,513				8,348				10,663
Real estate – construction, land development & other land loans			1,881				3,985				65,995				114,241				67,876				118,226
Real estate – mortgage – residential (1-4 family) first mortgages			841				1,926				152,091				182,035				152,932				183,961
Real estate – mortgage – home equity loans / lines of credit			16				311				22,024				27,724				22,040				28,035
Real estate – mortgage – commercial and other			2,392				4,167				87,484				118,559				89,876				122,726
Installment loans to individuals			3				5				1,025				1,121				1,028				1,126
Total		$	5,202				10,544				336,898				454,193				342,100				464,737

 

The carrying amount of the covered loans at December 31, 2011 consisted of impaired and nonimpaired purchased loans, as follows:

 

($ in thousands)		Impaired Purchased Loans – Carrying Value				Impaired Purchased Loans – Unpaid Principal Balance				Nonimpaired Purchased Loans – Carrying Value				Nonimpaired Purchased Loans - Unpaid Principal Balance				Total Covered Loans – Carrying Value				Total Covered Loans – Unpaid Principal Balance
Covered loans:
Commercial, financial, and agricultural		$	69				319				9,403				11,736				9,472				12,055
Real estate – construction, land development & other land loans			3,865				8,505				68,231				115,489				72,096				123,994
Real estate – mortgage – residential (1-4 family) first mortgages			1,214				2,639				157,712				189,436				158,926				192,075
Real estate – mortgage – home equity loans / lines of credit			127				577				23,211				29,249				23,338				29,826
Real estate – mortgage – commercial and other			2,585				4,986				93,428				125,450				96,013				130,436
Installment loans to individuals			4				6				1,385				1,583				1,389				1,589
Total		$	7,864				17,032				353,370				472,943				361,234				489,975

 

The following table presents information regarding covered purchased nonimpaired loans since December 31, 2010. The amounts include principal only and do not reflect accrued interest as of the date of the acquisition or beyond.

 

($ in thousands)
Carrying amount of nonimpaired covered loans at December 31, 2010			366,521
Additions due to acquisition of The Bank of Asheville (at fair value)			84,623
Principal repayments			(40,576	)
Transfers to foreclosed real estate			(53,999	)
Loan charge-offs			(14,797	)
Accretion of loan discount			11,598
Carrying amount of nonimpaired covered loans at December 31, 2011		$	353,370
Principal repayments			(12,082	)
Transfers to foreclosed real estate			(4,535	)
Loan charge-offs			(2,433	)
Accretion of loan discount			2,578
Carrying amount of nonimpaired covered loans at March 31, 2012		$	336,898

 

As reflected in the table above, the Company accreted $2,578,000 of the loan discount on purchased nonimpaired loans into interest income during the first quarter of 2012. As of March 31, 2012, there was remaining loan discount of $86,093,000 related to purchased nonimpaired loans. If these loans continue to be repaid by the borrowers, the Company will accrete the remaining loan discount into interest income over the lives of the respective loans. In such circumstances, a corresponding entry to reduce the indemnification asset will be recorded amounting to 80% of the loan discount accretion, which reduces noninterest income.

 

The following table presents information regarding all purchased impaired loans since December 31, 2010, substantially all of which are covered loans. The Company has applied the cost recovery method to all purchased impaired loans at their respective acquisition dates due to the uncertainty as to the timing of expected cash flows, as reflected in the following table.

 

($ in thousands)       Purchased Impaired Loans		Contractual Principal Receivable				Fair Market Value Adjustment – Write Down (Nonaccretable Difference)				Carrying Amount
Balance at December 31, 2010		$	8,080				2,329				5,751
Additions due to acquisition of The Bank of Asheville			38,452				20,807				17,645
Change due to payments received			(1,620	)			(327	)			(1,293	)
Transfer to foreclosed real estate			(19,881	)			(9,308	)			(10,573	)
Change due to loan charge-off			(7,522	)			(4,193	)			(3,329	)
Other			807				224				583
Balance at December 31, 2011		$	18,316				9,532				8,784
Change due to payments received			(238	)			(96	)			(142	)
Transfer to foreclosed real estate			(7,334	)			(3,477	)			(3,857	)
Change due to loan charge-off			(109	)			(109	)			—
Other			(1,391	)			(1,808	)			417
Balance at March 31, 2012		$	9,244				4,042				5,202

 

Each of the purchased impaired loans is on nonaccrual status and considered to be impaired. Because of the uncertainty of the expected cash flows, the Company is accounting for each purchased impaired loan under the cost recovery method, in which all cash payments are applied to principal. Thus, there is no accretable yield associated with the above loans. During the first quarter of 2012 and 2011, the Company received no payments that exceeded the initial carrying amount of the purchased impaired loans.

 

Nonperforming assets are defined as nonaccrual loans, restructured loans, loans past due 90 or more days and still accruing interest, and other real estate. Nonperforming assets are summarized as follows:

 

ASSET QUALITY DATA ($ in thousands)		March 31, 2012				December 31, 2011				March 31, 2011
Non-covered nonperforming assets
Nonaccrual loans		$	69,665				73,566				69,250
Restructured loans - accruing			10,619				11,720				19,843
Accruing loans > 90 days past due			—				—				—
Total non-covered nonperforming loans			80,284				85,286				89,093
Other real estate			36,838				37,023				26,961
Total non-covered nonperforming assets		$	117,122				122,309				116,054
Covered nonperforming assets
Nonaccrual loans (1)		$	42,369				41,472				56,862
Restructured loans - accruing			13,158				14,218				16,238
Accruing loans > 90 days past due			—				—				—
Total covered nonperforming loans			55,527				55,690				73,100
Other real estate			79,535				85,272				95,868
Total covered nonperforming assets		$	135,062				140,962				168,968
Total nonperforming assets		$	252,184				263,271				285,022

 

(1) At March 31, 2012, December 31, 2011, and March 31, 2011, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $68.3 million, $69.0 million, and $106.5 million, respectively.

 

The following table presents information related to the Company’s impaired loans.

 

($ in thousands)		As of /for the three months ended March 31, 2012				As of /for the year ended December 31, 2011				As of /for the three months ended March 31, 2011
Impaired loans at period end
Non-covered		$	80,284				85,286				89,093
Covered			55,527				55,690				73,100
Total impaired loans at period end		$	135,811				140,976				162,193
Average amount of impaired loans for period
Non-covered		$	82,788				89,023				92,548
Covered			55,609				63,289				72,962
Average amount of impaired loans for period – total		$	138,397				152,312				165,510
Allowance for loan losses related to impaired loans at period end
Non-covered		$	11,662				5,804				6,289
Covered			5,308				5,106				6,206
Allowance for loan losses related to impaired loans - total		$	16,970				10,910				12,495
Amount of impaired loans with no related allowance at period end
Non-covered		$	16,717				35,721				40,169
Covered			36,756				43,702				57,785
Total impaired loans with no related allowance at period end		$	53,473				79,423				97,954

 

All of the impaired loans noted in the table above were on nonaccrual status at each respective period end except for those classified as restructured loans (see table on previous page for balances).

 

The remaining tables in this note present information derived from the Company’s allowance for loan loss model. Relevant accounting guidance requires certain disclosures to be disaggregated based on how the Company develops its allowance for loan losses and manages its credit exposure. This model combines loan types in a different manner than the tables previously presented.

 

The following table presents the Company’s nonaccrual loans as of March 31, 2012.

 

($ in thousands)		Non-covered				Covered				Total
Commercial, financial, and agricultural:
Commercial – unsecured		$	30				—				30
Commercial – secured			1,751				24				1,775
Secured by inventory and accounts receivable			822				—				822
Real estate – construction, land development & other land loans			20,469				19,002				39,471
Real estate – residential, farmland and multi-family			25,819				10,898				36,717
Real estate – home equity lines of credit			2,909				938				3,847
Real estate – commercial			15,017				11,497				26,514
Consumer			2,848				10				2,858
Total		$	69,665				42,369				112,034

 

The following table presents the Company’s nonaccrual loans as of December 31, 2011.

 

($ in thousands)		Non-covered				Covered				Total
Commercial, financial, and agricultural:
Commercial - unsecured		$	452				—				452
Commercial - secured			2,190				358				2,548
Secured by inventory and accounts receivable			588				102				690
Real estate – construction, land development & other land loans			22,772				21,204				43,976
Real estate – residential, farmland and multi-family			25,430				11,050				36,480
Real estate – home equity lines of credit			3,161				1,068				4,229
Real estate - commercial			16,203				7,459				23,662
Consumer			2,770				231				3,001
Total		$	73,566				41,472				115,038

 

The following table presents an analysis of the payment status of the Company’s loans as of March 31, 2012.

 

($ in thousands)		30-59 Days Past Due				60-89 Days Past Due				Nonaccrual Loans				Current				Total Loans Receivable
Non-covered loans
Commercial, financial, and agricultural:
Commercial - unsecured		$	178				82				30				37,459				37,749
Commercial - secured			1,222				130				1,751				107,088				110,191
Secured by inventory and accounts receivable			33				—				822				21,415				22,270
Real estate – construction, land development & other land loans			923				219				20,469				222,150				243,761
Real estate – residential, farmland, and multi-family			7,886				2,439				25,819				773,061				809,205
Real estate – home equity lines of credit			314				210				2,909				204,897				208,330
Real estate - commercial			948				545				15,017				588,775				605,285
Consumer			433				181				2,848				52,931				56,393
Total non-covered		$	11,937				3,806				69,665				2,007,776				2,093,184
Unamortized net deferred loan costs																			1,340
Total non-covered loans																		$	2,094,524
Covered loans		$	7,014				2,274				42,369				290,443				342,100
Total loans		$	18,951				6,080				112,034				2,298,219				2,436,624

 

The Company had no non-covered or covered loans that were past due greater than 90 days and accruing interest at March 31, 2012.

 

The following table presents an analysis of the payment status of the Company’s loans as of December 31, 2011.

 

($ in thousands)		30-59 Days Past Due				60-89 Days Past Due				Nonaccrual Loans				Current				Total Loans Receivable
Non-covered loans
Commercial, financial, and agricultural:
Commercial - unsecured		$	67				591				452				37,668				38,778
Commercial - secured			672				207				2,190				108,682				111,751
Secured by inventory and accounts receivable			247				—				588				20,993				21,828
Real estate – construction, land development & other land loans			1,250				1,411				22,772				221,372				246,805
Real estate – residential, farmland, and multi-family			9,751				4,259				25,430				756,215				795,655
Real estate – home equity lines of credit			1,126				237				3,161				202,912				207,436
Real estate - commercial			2,620				1,006				16,203				567,354				587,183
Consumer			657				286				2,770				54,723				58,436
Total non-covered		$	16,390				7,997				73,566				1,969,919				2,067,872
Unamortized net deferred loan costs																			1,280
Total non-covered loans																		$	2,069,152
Covered loans		$	6,511				3,388				41,472				309,863				361,234
Total loans		$	22,901				11,385				115,038				2,279,782				2,430,386

 

The Company had no non-covered or covered loans that were past due greater than 90 days and accruing interest at December 31, 2011.

 

The following table presents the activity in the allowance for loan losses for non-covered loans for the three months ended March 31, 2012.

 

($ in thousands)		Commercial, Financial, and Agricultural				Real Estate – Construction, Land Development, & Other Land Loans				Real Estate – Residential, Farmland, and Multi- family				Real Estate – Home Equity Lines of Credit				Real Estate – Commercial and Other				Consumer				Unallo- cated				Total
Beginning balance		$	3,780				11,306				13,532				1,690				3,414				1,872				16				35,610
Charge-offs			(1,318	)			(2,678	)			(2,091	)			(451	)			(1,365	)			(352	)			—				(8,255	)
Recoveries			16				188				194				34				41				70				—				543
Provisions			2,476				7,603				3,734				859				3,647				236				2				18,557
Ending balance		$	4,954				16,419				15,369				2,132				5,737				1,826				18				46,455
Ending balances:  Allowance for loan losses
Individually evaluated for impairment		$	869				3,473				1,926				406				1,885				—				—				8,559
Collectively evaluated for impairment		$	4,085				12,946				13,443				1,726				3,852				1,826				18				37,896
Loans acquired with deteriorated credit quality		$	—				—				—				—				—				—				—				—
Loans receivable:
Ending balance – total		$	170,210				243,761				809,205				208,330				605,285				56,393				—				2,093,184
Ending balances: Loans
Individually evaluated for impairment		$	1,011				24,746				14,366				1,331				25,263				—				—				66,717
Collectively evaluated for impairment		$	169,199				219,015				794,839				206,999				580,022				56,393				—				2,026,467
Loans acquired with deteriorated credit quality		$	—				—				—				—				—				—				—				—

 

 

The following table presents the activity in the allowance for loan losses for non-covered loans for the year ended December 31, 2011.

 

($ in thousands)		Commercial, Financial, and Agricultural				Real Estate – Construction, Land Development, & Other Land Loans				Real Estate – Residential, Farmland, and Multi- family				Real Estate – Home Equity Lines of Credit				Real Estate – Commercial and Other				Consumer				Unallo- cated				Total
Beginning balance		$	4,731				12,520				11,283				3,634				3,972				1,961				174				38,275
Charge-offs			(2,703	)			(16,240	)			(9,045	)			(1,147	)			(3,355	)			(845	)			(524	)			(33,859	)
Recoveries			389				1,142				719				107				37				182				93				2,669
Provisions			1,363				13,884				10,575				(904	)			2,760				574				273				28,525
Ending balance		$	3,780				11,306				13,532				1,690				3,414				1,872				16				35,610
Ending balances:  Allowance for loan losses
Individually evaluated for impairment		$	60				607				150				—				200				—				—				1,017
Collectively evaluated for impairment		$	3,720				10,699				13,382				1,690				3,214				1,872				16				34,593
Loans acquired with deteriorated credit quality		$	—				—				—				—				—				—				—				—
Loans receivable:
Ending balance – total		$	172,357				246,805				795,655				207,436				587,183				58,436				—				2,067,872
Ending balances: Loans
Individually evaluated for impairment		$	2,526				34,750				11,880				527				30,846				12				—				80,541
Collectively evaluated for impairment		$	169,831				212,055				783,775				206,909				556,337				58,424				—				1,987,331
Loans acquired with deteriorated credit quality		$	—				920				—				—				—				—				—				920

 

The following table presents the activity in the allowance for loan losses for non-covered loans for the three months ended March 31, 2011.

 

($ in thousands)		Commercial, Financial, and Agricultural				Real Estate – Construction, Land Development, & Other Land Loans				Real Estate – Residential, Farmland, and Multi- family				Real Estate – Home Equity Lines of Credit				Real Estate – Commercial and Other				Consumer				Unallo- cated				Total
Beginning balance		$	4,731				12,520				11,283				3,634				3,972				1,961				174				38,275
Charge-offs			(1,156	)			(3,993	)			(3,348	)			(623	)			(1,067	)			(203	)			(115	)			(10,505	)
Recoveries			8				32				232				6				28				83				44				433
Provisions			559				1,644				4,296				342				426				382				(79	)			7,570
Ending balance		$	4,142				10,203				12,463				3,359				3,359				2,223				24				35,773
Ending balances:  Allowance for loan losses
Individually evaluated for impairment		$	200				1,688				1,065				—				250				—				—				3,203
Collectively evaluated for impairment		$	3,942				8,515				11,398				3,359				3,109				2,223				24				32,570
Loans acquired with deteriorated credit quality		$	—				—				—				—				—				—				—				—
Loans receivable:
Ending balance – total		$	165,250				290,468				762,235				212,084				554,360				60,421				—				2,044,818
Ending balances: Loans
Individually evaluated for impairment		$	2,212				48,484				11,057				531				32,899				18				—				95,201
Collectively evaluated for impairment		$	163,038				241,984				751,178				211,553				521,461				60,403				—				1,949,617
Loans acquired with deteriorated credit quality		$	—				1,173				—				—				—				—				—				1,173

 

The following table presents the activity in the allowance for loan losses for covered loans for the three months ended March 31, 2012.

 

($ in thousands)		Covered Loans
As of and for the three months ended March, 31 2012
Beginning balance		$	5,808
Charge-offs			(2,434	)
Recoveries			—
Provisions			2,998
Ending balance		$	6,372
Ending balances as of March 31, 2012:  Allowance for loan losses
Individually evaluated for impairment		$	6,274
Collectively evaluated for impairment			—
Loans acquired with deteriorated credit quality			98
Loans receivable as of March 31, 2012:
Ending balance – total		$	342,100
Ending balances as of March 31, 2012: Loans
Individually evaluated for impairment		$	49,244
Collectively evaluated for impairment			292,856
Loans acquired with deteriorated credit quality			5,202

 

The following table presents the activity in the allowance for loan losses for covered loans for the year ended December 31, 2011.

 

($ in thousands)		Covered Loans
As of and for the year ended December 31, 2011
Beginning balance		$	11,155
Charge-offs			(18,123	)
Recoveries			—
Provisions			12,776
Ending balance		$	5,808
Ending balances as of December 31, 2011:  Allowance for loan losses
Individually evaluated for impairment		$	5,481
Collectively evaluated for impairment			—
Loans acquired with deteriorated credit quality			327
Loans receivable as of December 31, 2011:
Ending balance – total		$	361,234
Ending balances as of December 31, 2011: Loans
Individually evaluated for impairment		$	44,723
Collectively evaluated for impairment			316,511
Loans acquired with deteriorated credit quality			7,864

 

The following table presents the activity in the allowance for loan losses for covered loans for the three months ended March 31, 2011.

 

($ in thousands)		Covered Loans
As of and for the three months ended March 31, 2011
Beginning balance		$	11,155
Charge-offs			(7,926	)
Recoveries			—
Provisions			3,773
Ending balance		$	7,002
Ending balances as of March 31, 2011:  Allowance for loan losses
Individually evaluated for impairment		$	7,002
Collectively evaluated for impairment			—
Loans acquired with deteriorated credit quality			—
Loans receivable as of March 31, 2011:
Ending balance – total		$	440,212
Ending balances as of March 31, 2011: Loans
Individually evaluated for impairment		$	50,180
Collectively evaluated for impairment			390,032
Loans acquired with deteriorated credit quality			20,438

The following table presents the Company’s impaired loans as of March 31, 2012.

 

($ in thousands)		Recorded Investment				Unpaid Principal Balance				Related Allowance				Average Recorded Investment
Non-covered loans with no related allowance recorded:
Commercial, financial, and agricultural:
Commercial - unsecured		$	—				—				—				—
Commercial - secured			69				225				—				182
Secured by inventory and accounts receivable			—				—				—				14
Real estate – construction, land development & other land loans			4,921				7,672				—				10,013
Real estate – residential, farmland, and multi-family			1,832				2,057				—				2,637
Real estate – home equity lines of credit			—				—				—				23
Real estate – commercial			9,895				11,033				—				13,345
Consumer			—				—				—				6
Total non-covered impaired loans with no allowance		$	16,717				20,987				—				26,220
Total covered impaired loans with no allowance		$	36,756				67,281				—				40,229
Total impaired loans with no allowance recorded		$	53,473				88,268				—				66,449
Non-covered loans with an allowance recorded:
Commercial, financial, and agricultural:
Commercial - unsecured		$	30				30				7				241
Commercial - secured			1,683				1,835				279				1,789
Secured by inventory and accounts receivable			822				1,308				246				692
Real estate – construction, land development & other land loans			17,564				21,251				5,692				13,963
Real estate – residential, farmland, and multi-family			26,438				29,032				3,484				25,449
Real estate – home equity lines of credit			2,909				3,186				111				3,012
Real estate – commercial			11,273				13,805				1,350				8,619
Consumer			2,848				2,881				493				2,803
Total non-covered impaired loans with allowance		$	63,567				73,328				11,662				56,568
Total covered impaired loans with allowance		$	18,771				24,362				5,308				15,380
Total impaired loans with an allowance recorded		$	82,338				97,690				16,970				71,948

 

Interest income recorded on non-covered and covered impaired loans during the three months ended March 31, 2012 is considered insignificant.

 

The related allowance listed above includes both reserves on loans specifically reviewed for impairment and general reserves on impaired loans that were not specifically reviewed for impairment.

 

 

The following table presents the Company’s impaired loans as of December 31, 2011.

 

($ in thousands)		Recorded Investment				Unpaid Principal Balance				Related Allowance				Average Recorded Investment
Non-covered loans with no related allowance recorded:
Commercial, financial, and agricultural:
Commercial - unsecured		$	—				—				—				—
Commercial - secured			295				478				—				504
Secured by inventory and accounts receivable			27				493				—				124
Real estate – construction, land development & other land loans			15,105				20,941				—				17,876
Real estate – residential, farmland, and multi-family			3,442				4,741				—				5,278
Real estate – home equity lines of credit			46				300				—				79
Real estate – commercial			16,794				18,817				—				13,359
Consumer			12				39				—				15
Total non-covered impaired loans with no allowance		$	35,721				45,809				—				37,235
Total covered impaired loans with no allowance		$	43,702				78,578				—				49,030
Total impaired loans with no allowance recorded		$	79,423				124,387				—				86,265
Non-covered  loans with an allowance recorded:
Commercial, financial, and agricultural:
Commercial - unsecured		$	452				454				59				226
Commercial - secured			1,895				1,899				295				1,427
Secured by inventory and accounts receivable			561				571				156				391
Real estate – construction, land development & other land loans			10,360				12,606				2,244				15,782
Real estate – residential, farmland, and multi-family			24,460				26,153				2,169				22,487
Real estate – home equity lines of credit			3,115				3,141				117				2,544
Real estate – commercial			5,965				6,421				283				6,602
Consumer			2,757				2,759				481				2,329
Total non-covered impaired loans with allowance		$	49,565				54,004				5,804				51,788
Total covered impaired loans with allowance		$	11,988				15,670				5,106				14,259
Total impaired loans with an allowance recorded		$	61,553				69,674				10,910				66,047

 

Interest income recorded on non-covered and covered impaired loans during the year ended December 31, 2011 is considered insignificant.

 

The related allowance listed above includes both reserves on loans specifically reviewed for impairment and general reserves on impaired loans that were not specifically reviewed for impairment.

 

 

The Company tracks credit quality based on its internal risk ratings. Upon origination a loan is assigned an initial risk grade, which is generally based on several factors such as the borrower’s credit score, the loan-to-value ratio, the debt-to-income ratio, etc. Loans that are risk-graded as substandard during the origination process are declined. After loans are initially graded, they are monitored monthly for credit quality based on many factors, such as payment history, the borrower’s financial status, and changes in collateral value. Loans can be downgraded or upgraded depending on management’s evaluation of these factors. Internal risk-grading policies are consistent throughout each loan type.

 

The following describes the Company’s internal risk grades in ascending order of likelihood of loss:

 

	Numerical Risk Grade	Description
Pass:
	1	Cash secured loans.
	2	Non-cash secured loans that have no minor or major exceptions to the lending guidelines.
	3	Non-cash secured loans that have no major exceptions to the lending guidelines.
Weak Pass:
	4	Non-cash secured loans that have minor or major exceptions to the lending guidelines, but the exceptions are properly mitigated.
Watch or Standard:
	9	Loans that meet the guidelines for a Risk Graded 5 loan, except the collateral coverage is sufficient to satisfy the debt with no risk of loss under reasonable circumstances.  This category also includes all loans to insiders and any other loan that management elects to monitor on the watch list.
Special Mention:
	5	Existing loans with major exceptions that cannot be mitigated.
Classified:
	6	Loans that have a well-defined weakness that may jeopardize the liquidation of the debt if deficiencies are not corrected.
	7	Loans that have a well-defined weakness that make the collection or liquidation improbable.
	8	Loans that are considered uncollectible and are in the process of being charged-off.

 

The following table presents the Company’s recorded investment in loans by credit quality indicators as of March 31, 2012.

 

($ in thousands)		Credit Quality Indicator (Grouped by Internally Assigned Grade)
		Pass (Grades 1, 2, & 3)				Weak Pass (Grade 4)				Watch or Standard Loans (Grade 9)				Special Mention Loans (Grade 5)				Classified Loans (Grades 6, 7, & 8)				Nonaccrual Loans				Total
Non-covered loans:
Commercial, financial, and agricultural:
Commercial - unsecured		$	12,358				24,482				12				351				516				30				37,749
Commercial - secured			32,963				68,885				1,926				2,180				2,486				1,751				110,191
Secured by inventory and accounts receivable			2,988				17,409				273				741				37				822				22,270
Real estate – construction, land development & other land loans			36,024				158,110				5,601				9,972				13,585				20,469				243,761
Real estate – residential, farmland, and multi-family			257,460				471,300				9,090				15,266				30,270				25,819				809,205
Real estate – home equity lines of credit			131,859				67,707				2,401				1,734				1,720				2,909				208,330
Real estate - commercial			139,227				396,810				26,638				12,939				14,654				15,017				605,285
Consumer			29,318				23,111				69				380				667				2,848				56,393
Total		$	642,197				1,227,814				46,010				43,563				63,935				69,665				2,093,184
Unamortized net deferred loan costs																											1,340
Total non-covered  loans																										$	2,094,524
Total covered loans		$	58,543				146,588				—				9,216				85,384				42,369				342,100
Total loans		$	700,740				1,374,402				46,010				52,779				149,319				112,034				2,436,624

 

At March 31, 2012, there was an insignificant amount of non-covered loans that were graded “8” with an accruing status. At March 31, 2012, there were no covered loans that were graded “8” with an accruing status.

The following table presents the Company’s recorded investment in loans by credit quality indicators as of December 31, 2011.

 

($ in thousands)		Credit Quality Indicator (Grouped by Internally Assigned Grade)
		Pass (Grades 1, 2, & 3)				Weak Pass (Grade 4)				Watch or Standard Loans (Grade 9)				Special Mention Loans (Grade 5)				Classified Loans (Grades 6, 7, & 8)				Nonaccrual Loans				Total
Non-covered loans:
Commercial, financial, and agricultural:
Commercial - unsecured		$	13,516				23,735				13				217				845				452				38,778
Commercial - secured			36,587				66,105				1,912				2,196				2,761				2,190				111,751
Secured by inventory and accounts receivable			3,756				16,197				282				756				249				588				21,828
Real estate – construction, land development & other land loans			37,596				156,651				6,490				9,903				13,393				22,772				246,805
Real estate – residential, farmland, and multi-family			257,163				456,188				10,248				17,687				28,939				25,430				795,655
Real estate – home equity lines of credit			130,913				67,606				2,422				1,868				1,466				3,161				207,436
Real estate - commercial			140,577				372,614				30,722				11,502				15,565				16,203				587,183
Consumer			30,693				23,550				67				368				988				2,770				58,436
Total		$	650,801				1,182,646				52,156				44,497				64,206				73,566				2,067,872
Unamortized net deferred loan costs																											1,280
Total non-covered  loans																										$	2,069,152
Total covered loans		$	62,052				161,508				—				8,033				88,169				41,472				361,234
Total loans		$	712,853				1,344,154				52,156				52,530				152,375				115,038				2,430,386

 

At December 31, 2011, there was an insignificant amount of non-covered loans that were graded “8” with an accruing status. At December 31, 2011, there were no covered loans that were graded “8” with an accruing status.

 

Troubled Debt Restructurings

 

The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. Concessions may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules and other actions intended to minimize potential losses.

 

The vast majority of the Company’s troubled debt restructurings modified during the period ended March 31, 2012 related to interest rate reductions combined with restructured amortization schedules. The Company does not grant principal forgiveness.

 

All loans classified as troubled debt restructurings are considered to be impaired and are evaluated as such for determination of the allowance for loan losses. The Company’s troubled debt restructurings can be classified as either nonaccrual or accruing based on the loan’s payment status. The troubled debt restructurings that are nonaccrual are reported within the nonaccrual loan totals presented previously.

The following table presents information related to loans modified in a troubled debt restructuring during the three-months ended March 31, 2012.

 

($ in thousands)		For the three months ended March 31, 2012
		Number of Contracts				Restructured Balances
Non-covered TDRs – Accruing			—			$	—
Non-covered TDRs - Nonaccrual			—				—
Total non-covered TDRs arising during period			—			$	—
Total covered TDRs arising during period– Accruing			3			$	1,914
Total covered TDRs arising during period – Nonaccrual			—				—
Total TDRs arising during period			3			$	1,914

 

Accruing restructured loans that defaulted during the three months ended March 31, 2012 are presented in the table below. The Company considers a loan to have defaulted when it becomes 90 or more days delinquent under the modified terms, has been transferred to nonaccrual status, or has been transferred to other real estate owned.

 

($ in thousands)		For the three months ended March 31, 2012
		Number of Contracts				Recorded Investment
Non-covered accruing TDRs that subsequently defaulted
Real estate – construction, land development & other land loans			2			$	664
Total non-covered TDRs that subsequently defaulted			2			$	664
Total accruing covered TDRs that subsequently defaulted			11			$	2,711
Total accruing TDRs that subsequently defaulted			13			$	3,375

 

Note 9 – Deferred Loan Costs

 

The amount of loans shown on the Consolidated Balance Sheets includes net deferred loan costs of approximately $1,340,000, $1,280,000, and $1,180,000 at March 31, 2012, December 31, 2011, and March 31, 2011, respectively.

 

Note 10 – FDIC Indemnification Asset

 

The FDIC indemnification asset is the estimated amount that the Company will receive from the FDIC under loss share agreements associated with two FDIC-assisted failed bank acquisitions. See page 38 of the Company’s 2011 Annual Report on Form 10-K for a detailed explanation of this asset.

 

The FDIC indemnification asset was comprised of the following components as of the dates shown:

 

($ in thousands)		March 31, 2012				December 31, 2011				March 31, 2011
Receivable related to claims submitted, not yet received		$	8,828				13,377				11,951
Receivable related to estimated future claims on loans			85,859				90,275				117,614
Receivable related to estimated future claims on other real estate owned			18,718				18,025				11,372
FDIC indemnification asset		$	113,405				121,677				140,937

 

The following presents a rollforward of the FDIC indemnification asset since December 31, 2011.

 

($ in thousands)
Balance at December 31, 2011		$	121,677
Increase related to unfavorable changes in loss estimates			6,151
Increase related to reimbursable expenses			1,402
Cash received			(13,247	)
Accretion of loan discount			(2,578	)
Other			—
Balance at March 31, 2012		$	113,405

 

Note 11 – Goodwill and Other Intangible Assets

 

The following is a summary of the gross carrying amount and accumulated amortization of amortizable intangible assets as of March 31, 2012, December 31, 2011, and March 31, 2011 and the carrying amount of unamortized intangible assets as of those same dates.

 

		March 31, 2012								December 31, 2011								March 31, 2011
($ in thousands)		Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization				Gross Carrying Amount				Accumulated Amortization
Amortizable intangible assets:
Customer lists		$	678				372				678				357				678				313
Core deposit premiums			7,867				4,499				7,867				4,291				7,867				3,656
Total		$	8,545				4,871				8,545				4,648				8,545				3,969
Unamortizable intangible assets:
Goodwill		$	65,835								65,835								65,835

 

Amortization expense totaled $223,000 and $224,000 for the three months ended March 31, 2012 and 2011, respectively.

 

The following table presents the estimated amortization expense for the last three quarters of calendar year 2012 and for each of the four calendar years ending December 31, 2016 and the estimated amount amortizable thereafter. These estimates are subject to change in future periods to the extent management determines it is necessary to make adjustments to the carrying value or estimated useful lives of amortized intangible assets.

 

($ in thousands)				Estimated Amortization Expense
	April 1 to December 31, 2012			$	669
	2013				781
	2014				678
	2015				622
	2016				555
	Thereafter				369
	Total			$	3,674

 

Note 12 – Pension Plans

 

The Company sponsors two defined benefit pension plans – a qualified retirement plan (the “Pension Plan”) which is generally available to all employees, and a Supplemental Executive Retirement Plan (the “SERP”), which is for the benefit of certain senior management executives of the Company.

 

The Company recorded pension expense totaling $1,039,000 and $832,000 for the three months ended March 31, 2012 and 2011, respectively, related to the Pension Plan and the SERP. The following table contains the components of the pension expense.

 

		For the Three Months Ended March 31,
($ in thousands)		2012				2011				2012				2011				2012 Total				2011 Total
		Pension Plan				Pension Plan				SERP				SERP				Both Plans				Both Plans
Service cost – benefits earned during the period		$	604				478				94				115				698				593
Interest cost			436				432				87				102				523				534
Expected return on plan assets			(492	)			(444	)			─				─				(492	)			(444	)
Amortization of transition obligation			1				1				─				─				1				1
Amortization of net (gain)/loss			267				114				34				26				301				140
Amortization of prior service cost			3				3				5				5				8				8
Net periodic pension cost		$	819				584				220				248				1,039				832

 

The Company’s contributions to the Pension Plan are based on computations by independent actuarial consultants and are intended to provide the Company with the maximum deduction for income tax purposes. The contributions are invested to provide for benefits under the Pension Plan. The Company expects that it will contribute $2,500,000 to the Pension Plan in 2012.

 

The Company’s funding policy with respect to the SERP is to fund the related benefits from the operating cash flow of the Company.

 

Note 13 – Comprehensive Income

 

Comprehensive income is defined as the change in equity during a period for non-owner transactions and is divided into net income and other comprehensive income. Other comprehensive income includes revenues, expenses, gains, and losses that are excluded from earnings under current accounting standards. The components of accumulated other comprehensive income (loss) for the Company are as follows:

 

($ in thousands)		March 31, 2012				December 31, 2011				March 31, 2011
Unrealized gain (loss) on securities available for sale		$	4,161				3,896				2,654
Deferred tax asset (liability)			(1,624	)			(1,520	)			(1,035	)
Net unrealized gain (loss) on securities available for sale			2,537				2,376				1,619
Additional pension liability			(17,968	)			(18,278	)			(10,757	)
Deferred tax asset			7,099				7,220				4,249
Net additional pension liability			(10,869	)			(11,058	)			(6,508	)
Total accumulated other comprehensive income (loss)		$	(8,332	)			(8,682	)			(4,889	)

 

Note 14 – Fair Value

 

Relevant accounting guidance establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The guidance describes three levels of inputs that may be used to measure fair value:

 

Level 1: Quoted prices (unadjusted) of identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at March 31, 2012.

 

($ in thousands)
Description of Financial Instruments		Fair Value at March 31, 2012				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Recurring
Securities available for sale:
Government-sponsored enterprise securities		$	23,591				—				23,591				—
Mortgage-backed securities			111,069				—				111,069				—
Corporate bonds			13,137				—				13,137				—
Equity securities			11,385				404				10,981				—
Total available for sale securities		$	159,182				404				158,778				—
Nonrecurring
Impaired loans – covered		$	55,527				—				—				55,527
Impaired loans – non-covered			80,284				—				—				80,284
Other real estate – covered			79,535				—				79,535				—
Other real estate – non-covered			36,838				—				36,838				—

 

The following table summarizes the Company’s financial instruments that were measured at fair value on a recurring and nonrecurring basis at December 31, 2011.

 

($ in thousands)
Description of Financial Instruments		Fair Value at December 31, 2011				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Recurring
Securities available for sale:
Government-sponsored enterprise securities		$	34,665				—				34,665				—
Mortgage-backed securities			124,105				—				124,105				—
Corporate bonds			12,488				—				12,488				—
Equity securities			11,368				398				10,969				—
Total available for sale securities		$	182,626				398				182,227				—
Nonrecurring
Impaired loans – covered		$	55,690				—				55,690				—
Impaired loans – non-covered			85,286				—				85,286				—
Other real estate – covered			85,272				—				85,272				—
Other real estate – non-covered			37,023				—				37,023				—

 

The following is a description of the valuation methodologies used for instruments measured at fair value.

 

Securities — When quoted market prices are available in an active market, the securities are classified as Level 1 in the valuation hierarchy. Level 1 securities for the Company include certain equity securities. If quoted market prices are not available, but fair values can be estimated by observing quoted prices of securities with similar characteristics, the securities are classified as Level 2 on the valuation hierarchy. Most of the fair values for the Company’s Level 2 securities are determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted securities. For the Company, Level 2 securities include mortgage-backed securities, collateralized mortgage obligations, government-sponsored entity securities, and corporate bonds. In

cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

 

Impaired loans —Fair values for impaired loans in the above table are collateral dependent and are estimated based on underlying collateral values, as determined by third-party appraisers, which are then adjusted for the cost related to liquidation of the collateral.

 

Other real estate – Other real estate, consisting of properties obtained through foreclosure or in satisfaction of loans, is reported at the lower of cost or fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses.

 

Transfers of assets or liabilities between levels within the fair value hierarchy are recognized when an event or change in circumstances occurs. There were no transfers between Level 1 and Level 2 for assets or liabilities measured on a recurring basis during the three months ended March 31, 2012 or 2011.

 

For the three months ended March 31, 2012 and 2011, the increase in the fair value of securities available for sale was $265,000 and $176,000, respectively, which is included in other comprehensive income (tax expense of $104,000 and $69,000, respectively). Fair value measurement methods at March 31, 2012 and 2011 are consistent with those used in prior reporting periods.

 

The carrying amounts and estimated fair values of financial instruments at March 31, 2012 and December 31, 2011 are as follows:

 

				March 31, 2012								December 31, 2011
($ in thousands)		Level in Fair Value Hierarchy		Carrying Amount				Estimated Fair Value				Carrying Amount				Estimated Fair Value
Cash and due from banks, noninterest-bearing		Level 1		$	58,001				58,001				80,341				80,341
Due from banks, interest-bearing		Level 1			234,137				234,137				135,218				135,218
Federal funds sold		Level 1			1,203				1,203				608				608
Securities available for sale		Level 2			159,182				159,182				182,626				182,626
Securities held to maturity		Level 2			57,066				61,226				57,988				62,754
Presold mortgages in process of settlement		Level 1			7,003				7,003				6,090				6,090
Loans – non-covered, net of allowance		Level 3			2,048,069				1,996,128				2,033,542				1,987,979
Loans – covered, net of allowance		Level 3			335,728				335,728				355,426				355,426
FDIC indemnification asset		Level 3			113,405				112,518				121,677				121,004
Accrued interest receivable		Level 1			10,969				10,969				11,779				11,779
Deposits		Level 2			2,831,059				2,835,780				2,755,037				2,759,504
Securities sold under agreements to repurchase		Level 2			—				—				17,105				17,105
Borrowings		Level 2			133,894				107,148				133,925				106,333
Accrued interest payable		Level 2			1,659				1,659				1,872				1,872

 

Fair value methods and assumptions are set forth below for the Company’s financial instruments.

 

Cash and Due from Banks, Federal Funds Sold, Presold Mortgages in Process of Settlement, Accrued Interest Receivable, and Accrued Interest Payable - The carrying amounts approximate their fair value because of the short maturity of these financial instruments. (Level 1)

 

Available for Sale and Held to Maturity Securities - Fair values are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments or matrix pricing. (Level 2)

 

Loans – For non-impaired loans, fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segregated by type such as commercial, financial and agricultural, real estate construction, real estate mortgages and installment loans to individuals. Each loan category is further segmented into fixed and variable interest rate terms. The fair value for each category is determined by discounting scheduled future cash flows using current interest rates offered on loans with similar risk characteristics. (Level 3)

 

As discussed above, fair values for impaired loans are estimated based on estimated proceeds expected upon liquidation of the collateral. (Level 3)

 

FDIC Indemnification Asset – Fair value is equal to the FDIC reimbursement rate of the expected losses to be incurred and reimbursed by the FDIC and then discounted over the estimated period of receipt. (Level 3)

 

Deposits and Securities Sold Under Agreements to Repurchase - The fair value of securities sold under agreements to repurchase and deposits with no stated maturity, such as non-interest-bearing demand deposits, savings, checking, and money market accounts, is equal to the amount payable on demand as of the valuation date. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. (Level 2)

 

Borrowings - The fair value of borrowings is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered by the Company’s lenders for debt of similar remaining maturities. (Level 2)

 

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Because no highly liquid market exists for a significant portion of the Company’s financial instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

 

Fair value estimates are based on existing on- and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. Significant assets and liabilities that are not considered financial assets or liabilities include net premises and equipment, intangible and other assets such as foreclosed properties, deferred income taxes, prepaid expense accounts, income taxes currently payable and other various accrued expenses. In addition, the income tax ramifications related to the realization of the unrealized gains and losses can have a significant effect on fair value estimates and have not been considered in any of the estimates.

 

Note 15 – Participation in the Small Business Lending Fund

 

On September 1, 2011, the Company completed the sale of $63.5 million of Series B preferred stock to the Secretary of the Treasury under the Small Business Lending Fund (SBLF). The fund was established under the Small Business Jobs Act of 2010 that was created to encourage lending to small businesses by providing capital to qualified community banks with assets less than $10 billion.

 

Under the terms of the stock purchase agreement, the Treasury received 63,500 shares of non-cumulative perpetual preferred stock with a liquidation value of $1,000 per share, in exchange for $63.5 million.

 

The Series B preferred stock qualifies as Tier 1 capital. The dividend rate, as a percentage of the liquidation amount, can fluctuate on a quarterly basis during the first 10 quarters during which the Series B preferred stock is

outstanding, based upon changes in the level of “Qualified Small Business Lending” or “QBSL”. For the first nine quarters after issuance, the dividend rate can range from one percent (1%) to five percent (5%) per annum based upon the increase in QBSL as compared to the baseline. For quarters subsequent to the issuance in 2011, the Company has paid a dividend rate ranging from 4.8% to 5.0%. Based upon an increase in the level of QBSL over the baseline level calculated under the terms of the related purchase agreement, the dividend rate for the next dividend period (which will end on June 30, 2012) is expected to be 4.8%, subject to confirmation by Treasury. For the tenth calendar quarter through four and one half years after issuance, the dividend rate will be fixed at between one percent (1%) and seven percent (7%) based upon the level of QBSL compared to the baseline. After four and one half years from the issuance, the dividend rate will increase to nine percent (9%). Subject to regulatory approval, the Company is generally permitted to redeem the Series B preferred shares at par plus unpaid dividends.

 

There was no discount recorded related to the SBLF preferred stock (because no warrants were issued in connection with this preferred stock issuance), and therefore there will be no future amounts recorded for preferred stock discount accretion.

 

For the first three months of 2012, the Company accrued approximately $760,000 in preferred dividend payments. This amount is deducted from net income in computing “Net income available to common shareholders.”

 

 

 

Item 2 - Management's Discussion and Analysis of Consolidated Results of Operations and Financial Condition

 

Critical Accounting Policies

 

The accounting principles we follow and our methods of applying these principles conform with accounting principles generally accepted in the United States of America and with general practices followed by the banking industry. Certain of these principles involve a significant amount of judgment and may involve the use of estimates based on our best assumptions at the time of the estimation. The allowance for loan losses, intangible assets, and the fair value and discount accretion of loans acquired in FDIC-assisted transactions

are three policies we have identified as being more sensitive in terms of judgments and estimates, taking into account their overall potential impact to our consolidated financial statements.

 

Allowance for Loan Losses

 

Due to the estimation process and the potential materiality of the amounts involved, we have identified the accounting for the allowance for loan losses and the related provision for loan losses as an accounting policy critical to our consolidated financial statements. The provision for loan losses charged to operations is an amount sufficient to bring the allowance for loan losses to an estimated balance considered adequate to absorb losses inherent in the portfolio.

 

Our determination of the adequacy of the allowance is based primarily on a mathematical model that estimates the appropriate allowance for loan losses. This model has two components. The first component involves a review, and an estimation of losses, on loans or loan relationships that are significant in size and that are impaired (“impaired loans”). A loan is considered to be impaired when, based on current information and events, it is probable we will be unable to collect all amounts due according to the contractual terms of the loan agreement. The estimated valuation allowance is the difference, if any, between the loan balance outstanding and the value of the impaired loan as determined by either 1) an estimate of the cash flows that we expect to receive from the borrower discounted at the loan’s effective rate, or 2) in the case of a collateral-dependent loan, the fair value of the collateral.

 

The second component of the allowance model is an estimate of losses for smaller balance impaired loans and all loans not considered to be impaired loans (“general reserve loans”). General reserve loans having normal credit risk are segregated by loan type, and estimated loss percentages are assigned to each loan type, based on the historical losses, current economic conditions, and operational conditions specific to each loan type. For loans that we have risk graded as having more than “standard” risk, loss percentages are based on a multiple of the estimated loss rate for loans of a similar loan type with normal risk. The multiples assigned vary by type of loan, depending on risk, and we have consulted with an external credit review firm in assigning those multiples.

 

The reserve estimated for impaired loans is then added to the reserve estimated for general reserve loans. This becomes our “allocated allowance.” In addition to the allocated allowance derived from the model, we also evaluate other data such as the ratio of the allowance for loan losses to total loans, net loan growth information, nonperforming asset levels and trends in such data. Based on this additional analysis, we may determine that an additional amount of allowance for loan losses is necessary to reserve for probable losses. This additional amount, if any, is our “unallocated allowance.” The sum of the allocated allowance and the unallocated allowance is compared to the actual allowance for loan losses recorded on our books and any adjustment necessary for the recorded allowance to equal the computed allowance is recorded as a provision for loan losses. The provision for loan losses is a direct charge to earnings in the period recorded.

 

Loans covered under loss share agreements are recorded at fair value at acquisition date. Therefore, amounts deemed uncollectible at acquisition date become a part of the fair value calculation and are excluded from the allowance for loan losses. Subsequent decreases in the amount

expected to be collected result in a provision for loan losses with a corresponding increase in the allowance for loan losses. Subsequent increases in the amount expected to be collected are accreted into income over the life of the loan. Proportional adjustments are also recorded to the FDIC indemnification asset.

 

Although we use the best information available to make evaluations, future material adjustments may be necessary if economic, operational, or other conditions change. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to recognize additions to the allowance based on the examiners’ judgment about information available to them at the time of their examinations.

 

For further discussion, see “Nonperforming Assets” and “Summary of Loan Loss Experience” below.

 

Intangible Assets

 

Due to the estimation process and the potential materiality of the amounts involved, we have also identified the accounting for intangible assets as an accounting policy critical to our consolidated financial statements.

 

When we complete an acquisition transaction, the excess of the purchase price over the amount by which the fair market value of assets acquired exceeds the fair market value of liabilities assumed represents an intangible asset. We must then determine the identifiable portions of the intangible asset, with any remaining amount classified as goodwill. Identifiable intangible assets associated with these acquisitions are generally amortized over the estimated life of the related asset, whereas goodwill is tested annually for impairment, but not systematically amortized. Assuming no goodwill impairment, it is beneficial to our future earnings to have a lower amount assigned to identifiable intangible assets and higher amount of goodwill as opposed to having a higher amount considered to be identifiable intangible assets and a lower amount classified as goodwill.

 

The primary identifiable intangible asset we typically record in connection with a whole bank or bank branch acquisition is the value of the core deposit intangible, whereas when we acquire an insurance agency, the primary identifiable intangible asset is the value of the acquired customer list. Determining the amount of identifiable intangible assets and their average lives involves multiple assumptions and estimates and is typically determined by performing a discounted cash flow analysis, which involves a combination of any or all of the following assumptions: customer attrition/runoff, alternative funding costs, deposit servicing costs, and discount rates. We typically engage a third party consultant to assist in each analysis. For the whole bank and bank branch transactions recorded to date, the core deposit intangibles have generally been estimated to have a life ranging from seven to ten years, with an accelerated rate of amortization. For insurance agency acquisitions, the identifiable intangible assets related to the customer lists were determined to have a life of ten to fifteen years, with amortization occurring on a straight-line basis.

 

Subsequent to the initial recording of the identifiable intangible assets and goodwill, we amortize the identifiable intangible assets over their estimated average lives, as discussed above. In addition, on at least an annual basis, goodwill is evaluated for impairment by comparing the fair value of our reporting units to their related carrying value, including goodwill (our community banking operation is our only material reporting unit). If the carrying value of a reporting unit were ever to exceed its fair value, we would determine whether the implied fair value of the goodwill, using a discounted cash flow analysis, exceeded the carrying value of the goodwill. If the carrying value of the goodwill exceeded the implied fair value of the goodwill, an impairment loss would be recorded in an amount equal to that excess. Performing such a discounted cash flow analysis would involve the significant use of estimates and assumptions.

 

At our last goodwill impairment evaluation as of September 30, 2011, we determined the fair value of our community banking operation was approximately $18.50 per common share, or 8% higher, than the $17.08 stated book value of our common stock at the date of valuation. To assist us in computing the fair value of our community banking operation, we engaged a consulting firm who used various valuation techniques as part of their analysis, which resulted in the conclusion of the $18.50 value.

 

We review identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our policy is that an impairment loss is recognized, equal to the difference between the asset’s carrying amount and its fair value, if the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Estimating future cash flows involves the use of multiple estimates and assumptions, such as those listed above.

 

Fair Value and Discount Accretion of Loans Acquired in FDIC-Assisted Transactions

 

We consider the determination of the initial fair value of loans acquired in FDIC-assisted transactions, the initial fair value of the related FDIC indemnification asset, and the subsequent discount accretion of the purchased loans to involve a high degree of judgment and complexity. We determine fair value accounting estimates of newly assumed assets and liabilities in accordance with relevant accounting guidance. However, the amount that we realize on these assets could differ materially from the carrying value reflected in our financial statements, based upon the timing of collections on the acquired loans in future periods. To the extent the actual values realized for the acquired loans are different from the estimates, the FDIC indemnification asset will generally be impacted in an offsetting manner due to the loss-sharing support from the FDIC.

 

Because of the inherent credit losses associated with the acquired loans in a failed bank acquisition, the amount that we record as the fair values for the loans is generally less than the contractual unpaid principal balance due from the borrowers, with the difference being referred to as the “discount” on the acquired loans. We have applied the cost recovery method of accounting to all purchased impaired loans due to the uncertainty as to the timing of expected cash flows. This will result in the recognition of interest income on these impaired loans only when the cash payments received from the borrower exceed the recorded net book value of the related loans.

 

For nonimpaired purchased loans, we accrete the discount over the lives of the loans in a manner consistent with the guidance for accounting for loan origination fees and costs.

 

Current Accounting Matters

 

See Note 2 to the Consolidated Financial Statements above for information about accounting standards that we have recently adopted.

 

 

RESULTS OF OPERATIONS

 

Overview

 

Net loss available to common shareholders for the first quarter of 2012 amounted of $5.9 million, or ($0.35) per diluted common share, compared to net income available to common shareholders of $5.3 million, or $0.32 per diluted common share, reported in the first quarter of 2011. The net loss reported for the first quarter of 2012 was caused primarily by a higher provision for loan losses related to non-covered loans.

 

Also impacting comparability from 2011 to 2012 was a significant gain we recorded in 2011. In the first quarter of 2011, we realized a $10.2 million bargain purchase gain related to the acquisition of The Bank of Asheville in Asheville, North Carolina. The after-tax impact of this gain was $6.2 million, or $0.37 per diluted common share.

 

Note Regarding Components of Earnings

 

Our results of operation are significantly affected by the on-going accounting for two FDIC-assisted failed bank acquisitions. In the discussion below, the term “covered” is used to describe assets included as part of FDIC loss share agreements, which generally result in the FDIC reimbursing the Company for

80% of losses incurred on those assets. The term “non-covered” refers to the Company’s legacy assets, which are not subject to any type of loss share arrangement.

 

For covered loans that deteriorate in terms of repayment expectations, we record immediate allowances through the provision for loan losses. For covered loans that experience favorable changes in credit quality compared to what was expected at the acquisition date, including loans that payoff, we record positive adjustments to interest income over the life of the respective loan – also referred to as loan discount accretion. For foreclosed properties that are sold at gains or losses or that are written down to lower values, we record the gains/losses within noninterest income.

 

The adjustments discussed above are recorded within the income statement line items noted without consideration of the FDIC loss share agreements. Because favorable changes in covered assets result in lower expected FDIC claims, and unfavorable changes in covered assets result in higher expected FDIC claims, the FDIC indemnification asset is adjusted to reflect those expectations. The net increase or decrease in the indemnification asset is reflected within noninterest income.

 

The adjustments noted above can result in volatility within individual income statement line items. Because of the FDIC loss share agreements and the associated indemnification asset, pretax income resulting from amounts recorded as provisions for loan losses on covered loans, discount accretion, and losses from covered foreclosed properties is generally only impacted by 20% due to the corresponding adjustments made to the indemnification asset.

 

Net Interest Income and Net Interest Margin

 

Net interest income for the first quarter of 2012 did not vary significantly compared to the first quarter of 2011, amounting to $32.1 million in the first quarter of 2012 compared to $32.3 million in the first quarter of 2011.

 

The Company’s net interest margin (tax-equivalent net interest income divided by average earning assets) for the first quarter of 2012 was 4.59% compared to 4.62% for the first quarter of 2011. The slightly lower margin was primarily due to an average earning asset yield that decreased by more than the decline in the average rate paid on liabilities. This was primarily a result of the mix of the Company’s earning assets being more concentrated in lower yielding short-term investments in 2012 compared to a larger concentration of higher yielding loans and securities in 2011.

 

The 4.59% net interest margin realized in the first quarter of 2012 was a four basis point increase from the 4.55% margin realized in the fourth quarter of 2011. The increase was primarily a result of higher amounts of discount accretion on loans purchased in failed bank acquisitions recognized during the 2012 period. As previously discussed, the impact of the changes in discount accretion on pretax income is only 20% of the gross amount of the change.

 

Provision for Loan Losses and Asset Quality

 

For the three months ended March 31, 2012, we recorded total provisions for loan losses of $21.6 million compared to $11.3 million for the same period of 2011.

 

The large increase in 2012 related to our non-covered loans, with the provision for loan losses on non-covered loans amounting to $18.6 million in the first quarter of 2012 compared to $7.6 million in the first quarter of 2011. The increase resulted from refinements to our loan loss model and internal control changes that resulted in a realignment of departmental responsibilities for determining our allowance for loan losses.  As a result of the changes, an internal review of selected nonperforming loan relationships was conducted, which applied more conservative assumptions to estimate the probable losses.  We believe that the additional reserves established may lead to a more timely resolution of the related credits.

 

 

Our provisions for loan losses for covered loans amounted to $3.0 million and $3.8 million for the three months ended March 31, 2012 and 2011, respectively. The lower provision in 2012 was due to a decline in covered nonperforming loans resulting from the resolution of these loans through a combination of charge-offs and foreclosures. The majority of the provisions for loan losses on covered loans in 2011 and 2012 relate to loans assumed in the Company’s June 2009 acquisition of Cooperative Bank. As previously discussed, the provision for loan losses related to covered loans is offset by an 80% increase to the FDIC indemnification asset, which increases noninterest income.

 

Total non-covered nonperforming assets have remained fairly stable over the past five quarter ends, ranging from $116 million to $122 million, or approximately 4.0% of total non-covered assets at March 31, 2012.

 

Covered nonperforming assets have generally declined over that same period, amounting to $135 million at March 31, 2012 compared to $169 million at March 31, 2011.

 

Noninterest Income

 

Total noninterest income was $5.3 million in the first quarter of 2012 compared to $14.2 million for the first quarter of 2011. The decrease in 2012 compared to 2011 was primarily the result of the previously discussed $10.2 million bargain purchase gain recorded in the acquisition of The Bank of Asheville during the first quarter of 2011.

 

We continue to experience losses and write-downs on our foreclosed properties due to declining property values in our market area. For the first quarter of 2012, these losses amounted to $4.5 million for covered properties compared to $4.9 million in the first quarter of 2011. Losses on non-covered foreclosed properties amounted to $0.7 million for the first quarter of 2012 compared to $1.4 million in the first quarter of 2011.

 

As previously discussed, indemnification asset income is recorded to reflect additional amounts expected to be received from the FDIC due to covered loan and foreclosed property losses arising during the period. For the first quarter of 2012, indemnification asset income totaled $4.1 million compared to $5.0 million in the first quarter of 2011.

 

We recorded $0.5 million in gains on sales of securities during the first quarter of 2012, compared to an insignificant amount in 2011.

 

Noninterest Expenses

 

Noninterest expenses amounted to $24.4 million in the first quarter of 2012, a 2.7% decrease from the $25.0 million recorded in the same period of 2011. The decline was primarily due to lower collection expenses and lower FDIC insurance expense, as well as the absence of merger expenses in 2012.

 

Balance Sheet and Capital

 

Total assets at March 31, 2012 amounted to $3.3 billion, a 1.9% decrease from a year earlier. Total loans at March 31, 2012 amounted to $2.4 billion, a 2.0% decrease from a year earlier, and total deposits amounted to $2.8 billion at March 31, 2012, a 0.5% decrease from a year earlier.

 

Since the onset of the recession, we have generally experienced declines in loans and deposits. Normal loan paydowns and loan foreclosures have exceeded new loan growth, which has provided the liquidity to lessen reliance on high cost deposits. However, for the past three quarters this trend has reversed and we have experienced sequential growth in our non-covered loan portfolio, which has increased by $54 million since June 30, 2011, or 2.6%. We are actively pursuing lending opportunities in order to improve our asset yields, as well as to potentially decrease the dividend rate on our preferred stock, as discussed in the following paragraph.

 

In September 2011, we issued $63.5 million in preferred stock to the U.S. Treasury as part of the Company’s participation in the Small Business Lending Fund (“SBLF”). The goal of the SBLF is to incentivize healthy banks to make loans to small businesses. Depending on the Bank’s success in making small business loans, the dividend rate on the preferred stock could range from 5% to as low as 1% for several years. For the second quarter of 2012, based on our recent small business lending trends, we expect to pay a dividend rate of 4.8%.

 

We remain well-capitalized by all regulatory standards, with a Total Risk-Based Capital Ratio at March 31, 2012 of 16.34% compared to the 10.00% minimum to be considered well-capitalized. Our tangible common equity to tangible assets ratio was 6.29% at March 31, 2012, a decrease of 13 basis points from a year earlier.

 

Components of Earnings

 

Net interest income is the largest component of earnings, representing the difference between interest and fees generated from earning assets and the interest costs of deposits and other funds needed to support those assets. Net interest income for the three month period ended March 31, 2012 amounted to $32.1 million, a decrease of $0.2 million, or 0.7%, from the $32.3 million recorded in the first quarter of 2011. Net interest income on a tax-equivalent basis for the three month period ended March 31, 2012 amounted to $32.5 million, a decrease of $0.2 million, or 0.7%, from the $32.7 million recorded in the first quarter of 2011. We believe that analysis of net interest income on a tax-equivalent basis is useful and appropriate because it allows a comparison of net interest income amounts in different periods without taking into account the different mix of taxable versus non-taxable investments that may have existed during those periods.

 

		Three Months Ended March 31,
($ in thousands)		2012				2011
Net interest income, as reported		$	32,091				32,314
Tax-equivalent adjustment			387				385
Net interest income, tax-equivalent		$	32,478				32,699

 

There are two primary factors that cause changes in the amount of net interest income we record - 1) changes in our loans and deposits balances, and 2) our net interest margin (tax-equivalent net interest income divided by average interest-earning assets).

 

For the three months ended March 31, 2012, the slightly lower net interest income compared to the same period of 2011 was due to slightly lower balances of loans and deposits and a three basis point decrease in net interest margin.

 

 

The following table presents net interest income analysis on a tax-equivalent basis.

 

		For the Three Months Ended March 31,
		2012												2011
($ in thousands)		Average Volume				Average Rate				Interest Earned or Paid				Average Volume				Average Rate				Interest Earned or Paid
Assets
Loans (1)		$	2,430,893				5.80	%		$	35,042			$	2,502,011				5.97	%		$	36,807
Taxable securities			166,327				3.04	%			1,258				185,702				3.13	%			1,432
Non-taxable securities (2)			57,596				6.15	%			880				56,810				6.32	%			885
Short-term investments, principally federal funds			192,156				0.29	%			139				127,518				0.29	%			90
Total interest-earning assets			2,846,972				5.27	%			37,319				2,872,041				5.54	%			39,214
Cash and due from banks			58,754												66,884
Premises and equipment			71,698												67,953
Other assets			324,648												339,812
Total assets		$	3,302,072											$	3,346,690
Liabilities
Interest bearing checking		$	438,413				0.19	%		$	206			$	324,707				0.28	%		$	227
Money market deposits			521,008				0.41	%			528				510,901				0.59	%			742
Savings deposits			152,868				0.30	%			115				158,733				0.67	%			261
Time deposits >$100,000			744,860				1.17	%			2,175				797,540				1.32	%			2,604
Other time deposits			574,882				0.89	%			1,269				679,398				1.30	%			2,169
Total interest-bearing deposits			2,432,031				0.71	%			4,293				2,471,279				0.99	%			6,003
Securities sold under agreements to repurchase			6,706				0.24	%			4				58,384				0.35	%			50
Borrowings			130,534				1.68	%			544				108,813				1.72	%			462
Total interest-bearing liabilities			2,569,271				0.76	%			4,841				2,638,476				1.00	%			6,515
Non-interest-bearing deposits			347,480												319,972
Other liabilities			37,127												36,291
Shareholders’ equity			348,194												351,951
Total liabilities and shareholders’ equity		$	3,302,072											$	3,346,690
Net yield on interest-earning assets and net interest income							4.59	%		$	32,478								4.62	%		$	32,699
Interest rate spread							4.51	%											4.54	%
Average prime rate							3.25	%											3.25	%

(1)	Average loans include nonaccruing loans, the effect of which is to lower the average rate shown.

(2)

Includes tax-equivalent adjustments of $387,000 and $385,000 in 2012 and 2011, respectively, to reflect the tax benefit that we receive related to tax-exempt securities, which carry interest rates lower than similar taxable investments due to their tax exempt status. This amount has been computed assuming a 39% tax rate and is reduced by the related nondeductible portion of interest expense.

 

Average loans outstanding for the first quarter of 2012 were $2.431 billion, which was 2.8% less than the average loans outstanding for the first quarter of 2011 ($2.502 billion). The mix of our loan portfolio remained substantially the same at March 31, 2012 compared to December 31, 2011, with approximately 90% of our loans being real estate loans, 7% being commercial, financial, and agricultural loans, and the remaining 3% being consumer installment loans. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

 

Average total deposits outstanding for the first quarter of 2012 were $2.779 billion, which was 0.4% less than the average deposits outstanding for the first quarter of 2011 ($2.791 billion). Generally, we can reinvest funds from deposits at higher yields than the interest rate being paid on those deposits, and therefore increases in deposits typically result in higher amounts of net interest income.

 

The slightly lower amount of average loans outstanding in 2012 is primarily due to the resolution of loans within our “covered loan” portfolio that we assumed in two failed bank acquisitions. The resolution of $98 million of these covered loans through foreclosure, charge-off, or repayment since March 31, 2011 offset $49 million in non-covered loan growth that occurred during that same period. With the overall decline in loans, we were able to lessen our reliance on higher cost sources of funding, including internet deposits and large denomination time deposits, which has resulted in lower deposit balances and a lower average cost of funds.

 

The Company’s net interest margin (tax-equivalent net interest income divided by average earning assets) for the first quarter of 2012 was 4.59% compared to 4.62% for the first quarter of 2011. The slightly lower margin was primarily due to an average earning asset yield that decreased by more than the decline in the average rate paid on liabilities. This was primarily a result of the mix of the Company’s earning assets being more concentrated in lower yielding short-term investments in 2012 compared to a larger concentration of higher yielding loans and securities in 2011. As can be seen in the above table, short-term investments amounted to $192 million for the first quarter of 2012, a 51% increase from the first quarter of 2011 average of $128 million, while average loan and securities balances declined during that same period. Our higher level of short-term investments was due to declining loan balances and our decision not to deploy our excess cash into higher yielding, but longer-term, securities due to the historically low interest rate environment that has been in effect.

 

Our net interest margin benefitted from the net accretion of purchase accounting premiums/discounts associated with the Cooperative acquisition in June 2009 and, to a lesser degree, the acquisition of Great Pee Dee Bancorp in April 2008 and the Bank of Asheville in January 2011. For the three months ended March 31, 2012 and 2011, we recorded $2,525,000 and $2,500,000, respectively, in net accretion of purchase accounting premiums/discounts that increased net interest income. The following table presents the detail of the purchase accounting adjustments that impacted net interest income.

 

		For the Three Months Ended
$ in thousands		March 31, 2012				March 31, 2011
Interest income – reduced by premium amortization on loans		$	(116	)			(105	)
Interest income – increased by accretion of loan discount			2,578				2,515
Interest expense – reduced by premium amortization of deposits			33				53
Interest expense – reduced by premium amortization of borrowings			30				37
Impact on net interest income		$	2,525				2,500

 

See additional information regarding net interest income in the section entitled “Interest Rate Risk.”

 

Our provisions for loan losses and nonperforming assets remain at what we believe to be elevated levels, primarily due to high unemployment rates and declining property values in our market area that negatively impact collateral dependent real estate loans. In addition, our provision for loan losses in the first quarter of 2012 was significantly impacted by an internal review of selected nonperforming loans that is discussed below.

 

Our total provision for loan losses was $21.6 million for the first quarter of 2012 compared to $11.3 million in the first quarter of 2011. The total provision for loan losses is comprised of provision for loan losses for non-covered loans and provision for loan losses for covered loans.

 

The provision for loan losses on non-covered loans amounted to $18.6 million in the first quarter of 2012 compared to $7.6 million in the first quarter of 2011. The increase resulted from refinements to our loan loss model and internal control changes that resulted in a realignment of departmental responsibilities for determining our allowance for loan losses.  As a result of the changes, an internal review of selected nonperforming loan relationships was conducted, which applied more conservative assumptions to estimate the probable losses.  We believe that the additional reserves established may lead to a more timely resolution of the related credits.

 

 

For the three months ended March 31, 2012 and 2011, we recorded $3.0 million and $3.8 million in provisions for loan losses for covered loans, respectively. The lower provision for loan losses for covered loans in 2012 was due to a decline in covered nonperforming loans resulting from the resolution of these loans through a combination of charge-offs and foreclosures. Because of the FDIC loss-share agreements in place for these loans, the FDIC indemnification asset was adjusted upwards by recording noninterest income of $2.4 million and $3.0 million in the first quarter of 2012 and 2011, respectively, or 80% of the amount of the provisions.

 

Our non-covered nonperforming assets amounted to $117 million at March 31, 2012, compared to $122 million at December 31, 2011 and $116 million at March 31, 2011. At March 31, 2012, the ratio of non-covered nonperforming assets to total non-covered assets was 4.02%, compared to 4.30% at December 31, 2011, and 4.05% at March 31, 2011. Our outlook for nonperforming non-covered assets is consistent with the recent trend, which is that we do not expect material improvement, nor deterioration, in the near future.

 

Our ratio of annualized net charge-offs to average non-covered loans was 1.49% for the first quarter of 2012 compared to 1.97% in the first quarter of 2011.

 

Our nonperforming assets that are covered by FDIC loss share agreements have generally declined over the past twelve months, amounting to $169 million at March 31, 2011 compared to $141 million at December 31, 2011 and $135 million at March 31, 2012.

 

Total noninterest income was $5.3 million in the first quarter of 2012 compared to $14.2 million for the first quarter of 2011. The decrease in 2012 compared to 2011 was primarily attributable to a $10.2 million bargain purchase gain recorded in the first quarter of 2011 related to our acquisition of The Bank of Asheville.

 

Within noninterest income, service charges on deposits increased for the first three months of 2012 compared to the same period in 2011, amounting to $2.8 million in 2012 compared to $2.6 million in 2011. This increase is primarily due to new fees on deposit accounts that took effect April 1, 2011, such as fees for customers that elect to receive paper statements.

 

Other service charges, commissions and fees amounted to $2.2 million in the first quarter of 2012 compared to $1.9 million in the first quarter of 2011. The increase in 2012 is primarily attributable to increased debit card usage by our customers. We earn a small fee each time our customers make a debit card transaction.

 

We continue to experience losses and write-downs on our foreclosed properties due to declining property values in our market area. For the first quarter of 2012, these losses amounted to $4.5 million for covered properties compared to $4.9 million in the first quarter of 2011, while losses on non-covered foreclosed properties amounted to $0.7 million for the first quarter of 2012 compared to $1.4 million in the first quarter of 2011.

 

As previously discussed, indemnification asset income is recorded to reflect additional amounts expected to be received from the FDIC due to covered loan and foreclosed property losses arising during the period. For the first quarter of 2012, indemnification asset income totaled $4.1 million compared to $5.0 million for the first quarter of 2011.

 

During the first quarter of 2012, we recorded $0.5 million in gains on sales of approximately $9.6 million in available for sale securities. In the comparable period of 2011, we recorded an insignificant gain on sales of securities.

 

Noninterest expenses amounted to $24.4 million in the first quarter of 2012, a 2.7% decrease over the $25.0 million recorded in the same period of 2011.

 

Personnel expense for the three months ended March 31, 2012 amounted to $14.1 million, a 9.1% increase from the $12.9 million recorded in the first quarter of 2011. Within this line item, salaries expense was $10.2 million for the first quarter of 2012 compared to $9.7 million in the first quarter of 2011. Salaries expense for the fourth quarter of 2011 was $10.4 million.

 

Also within the line item “personnel expense” is employee benefits expense, which was $3.9 million in the first quarter of 2012 compared to $3.2 million in the first quarter of 2011. The higher level of expense in 2012 was primarily due to higher employee health care expense as a result of higher claims activity and increased pension expense as a result of a lower actuarial discount rate used to determine the amount of required expense.

 

Other noninterest expenses amounted to $7.2 million for the first quarter of 2012 compared to $8.8 million in the first quarter of 2011. Two of the largest categories of expense within this line item are collection expenses and FDIC insurance expense, both of which decreased in the first quarter of 2012 compared to the first quarter of 2011. Collection expenses on non-covered assets amounted to $0.6 million for the three months ended March 31, 2012 compared to $0.8 million recorded in the first quarter of 2011. Collection expenses on covered assets (net of FDIC reimbursement) amounted to approximately $0.5 million for the first quarter of 2012 and $0.8 million for the first quarter of 2011.

 

FDIC insurance expense amounted to $0.7 million for the three months ended March 31, 2012 compared to $1.3 million for the comparable period in 2011. The decrease in FDIC insurance expense in 2012 was due to a change in the FDIC’s assessment methodology effective April 1, 2011 that was favorable for the Company.

 

In the first quarter of 2012, we recorded severance expenses of $0.4 million as an “other noninterest expense,” and in the first quarter of 2011, we recorded a fraud loss of $0.6 million in this same line item.

 

We recorded an income tax benefit of $3.3 million for the first quarter of 2012 due to the net loss reported for the period. The tax benefit was approximately 39% of the reported net loss. For the first quarter of 2011, the provision for income taxes was $3.7 million, an effective tax rate of 36.3%.

 

The Consolidated Statements of Comprehensive Income reflect other comprehensive income of $350,000 and $196,000 during the first quarters of 2012 and 2011, respectively. The primary component of other comprehensive income for the periods presented was changes in unrealized holding gains of our available for sale securities. Our available for sale securities portfolio is predominantly comprised of fixed rate bonds that generally increase in value when market yields for fixed rate bonds decrease and decline in value when market yields for fixed rate bonds increase. Management has evaluated any unrealized losses on individual securities at each period end and determined that there is no other-than-temporary impairment.

 

FINANCIAL CONDITION

 

Total assets at March 31, 2012 amounted to $3.34 billion, 1.9% lower than a year earlier. Total loans at March 31, 2012 amounted to $2.44 billion, a 2.0% decrease from a year earlier, and total deposits amounted to $2.83 billion, a 0.5% decrease from a year earlier.

 

The following table presents information regarding the nature of our growth for the twelve months ended March 31, 2012 and for the first quarter of 2012.

 

April 1, 2011 to March 31, 2012		Balance at beginning of period				Internal Growth				Growth from Acquisitions				Balance at end of period				Total percentage growth				Percentage growth, excluding acquisitions
		($ in thousands)
Loans – Non-covered		$	2,045,998			48,526				—				2,094,524				2.4		%		2.4		%
Loans - Covered			440,212				(98,112	)			—				342,100				-22.3	%			-22.3	%
Total loans			2,486,210				(49,586	)			—				2,436,624				-2.0	%			-2.0	%
Deposits – Noninterest bearing checking		$	332,168				39,125				—				371,293				11.8	%			11.8	%
Deposits – Interest bearing checking			349,677				119,014				—				468,691				34.0	%			34.0	%
Deposits – Money market			513,553				8,797				—				522,350				1.7	%			1.7	%
Deposits – Savings			161,869				(4,250	)			—				157,619				-2.6	%			-2.6	%
Deposits – Brokered			194,178				(36,061	)			—				158,117				-18.6	%			-18.6	%
Deposits – Internet time			51,075				(23,120	)			—				27,955				-45.3	%			-45.3	%
Deposits – Time>$100,000			593,625				(32,463	)			—				561,162				-5.5	%			-5.5	%
Deposits – Time<$100,000			648,296				(84,424	)			—				563,872				-13.0	%			-13.0	%
Total deposits		$	2,844,441				(13,382	)			—				2,831,059				-0.5	%			-0.5	%
January 1, 2012 to March 31, 2012
Loans – Non-covered		$	2,069,152				25,372				—				2,094,524				1.2	%			1.2	%
Loans - Covered			361,234				(19,134	)			—				342,100				-5.3	%			-5.3	%
Total loans		$	2,430,386				6,238				—				2,436,624				0.3	%			0.3	%
Deposits – Noninterest bearing checking		$	335,833				35,460				—				371,293				10.6	%			10.6	%
Deposits – Interest bearing checking			423,452				45,239				—				468,691				10.7	%			10.7	%
Deposits – Money market			509,801				12,549				—				522,350				2.5	%			2.5	%
Deposits – Savings			146,481				11,138				—				157,619				7.6	%			7.6	%
Deposits – Brokered			157,408				709				—				158,117				0.5	%			0.5	%
Deposits – Internet time			29,902				(1,947	)			—				27,955				-6.5	%			-6.5	%
Deposits – Time>$100,000			575,408				(14,246	)			—				561,162				-2.5	%			-2.5	%
Deposits – Time<$100,000			576,752				(12,880	)			—				563,872				-2.2	%			-2.2	%
Total deposits		$	2,755,037				76,022				—				2,831,059				2.8	%			2.8	%

 

As derived from the table above, for the twelve months preceding March 31, 2012, our non-covered loans increased by $49 million, or 2.4%, which was offset by declines in our covered loans of $98 million. Over that same period, total deposits decreased $13 million, or 0.5%. For the first three months of 2012, non-covered loans increased $25 million, or 1.2%, which was partially offset by declines in our covered loans of $19 million. During the first quarter of 2012, total deposits increased by $76 million, or 2.8%. We had no acquisitions during the periods presented. We have experienced growth in our non-covered loan portfolio during the periods presented. We are actively pursuing lending opportunities in order to improve our asset yields, as well as to potentially decrease the dividend rate on our SBLF preferred stock (see Note 15 to the consolidated financial statements for more information).

 

For the twelve months preceding March 31, 2012, the declines in our higher cost deposits, including internet deposits and time deposits, offset the internal growth experienced in our lower cost checking accounts. However, during the first quarter of 2012, the positive internal growth in our lowest cost deposits outpaced the decline in our higher cost deposits, which resulted in a net increase in deposits. A portion of the $119 million increase in interest bearing checking accounts during the twelve months preceding March 31, 2012 was caused by the shifting of repurchase agreements (securities sold under agreements to repurchase) to interest bearing checking accounts during late 2011 and early 2012. In July 2011, the Dodd-Frank Act repealed certain sections of the Federal Reserve Act that prohibited payment of interest on commercial demand accounts. With this prohibition removed, we began to pay interest on certain types of commercial demand accounts, as we encouraged our customers with repurchase agreements to switch to commercial checking accounts, which eliminated the need to sell/pledge our investment securities. Securities sold under agreements to repurchase were $73 million at March 31, 2011, $17 million at December 31, 2011 and $0 at March 31, 2012.

 

The mix of our loan portfolio remains substantially the same at March 31, 2012 compared to December 31, 2011. The majority of our real estate loans are personal and commercial loans where real estate provides additional security for the loan.

 

Note 8 to the consolidated financial statements presents additional detailed information regarding our mix of loans, including a break-out between loans covered by FDIC loss share agreements and non-covered loans.

 

Nonperforming Assets

 

Nonperforming assets include nonaccrual loans, troubled debt restructurings, loans past due 90 or more days and still accruing interest, and other real estate. As previously discussed, as a result of two FDIC-assisted transactions, we entered into loss share agreements that afford us significant protection from losses from all loans and other real estate acquired in those acquisitions.

 

Because of the loss protection provided by the FDIC, the financial risk of the acquired loans and foreclosed real estate is significantly different from the risk associated with assets not covered under the loss share agreements. Accordingly, we present separately nonperforming assets subject to the loss share agreements as “covered” nonperforming assets, and nonperforming assets that are not subject to the loss share agreements as “non-covered.”

 

Nonperforming assets are summarized as follows:

 

ASSET QUALITY DATA ($ in thousands)		March 31, 2012				December 31, 2011				March 31, 2011
Non-covered nonperforming assets
Nonaccrual loans		$	69,665				73,566				69,250
Restructured loans – accruing			10,619				11,720				19,843
Accruing loans >90 days past due			—				—				—
Total non-covered nonperforming loans			80,284				85,286				89,093
Other real estate			36,838				37,023				26,961
Total non-covered nonperforming assets		$	117,122				122,309				116,054
Covered nonperforming assets (1)
Nonaccrual loans (2)		$	42,369				41,472				56,862
Restructured loans – accruing			13,158				14,218				16,238
Accruing loans > 90 days past due			—				—				—
Total covered nonperforming loans			55,527				55,690				73,100
Other real estate			79,535				85,272				95,868
Total covered nonperforming assets		$	135,062				140,962				168,968
Total nonperforming assets		$	252,184				263,271				285,022
Asset Quality Ratios – All Assets
Net charge-offs to average loans - annualized			1.68	%			1.00	%			2.92	%
Nonperforming loans to total loans			5.57	%			5.80	%			6.52	%
Nonperforming assets to total assets			7.56	%			8.00	%			8.38	%
Allowance for loan losses to total loans			2.17	%			1.70	%			1.72	%
Allowance for loan losses to nonperforming loans			38.90	%			29.38	%			26.37	%
Asset Quality Ratios – Based on Non-covered Assets only
Net charge-offs to average non-covered loans - annualized			1.49	%			1.09	%			1.97	%
Non-covered nonperforming loans to non-covered loans			3.83	%			4.12	%			4.35	%
Non-covered nonperforming assets to total non-covered assets			4.02	%			4.30	%			4.05	%
Allowance for loan losses to non-covered loans			2.22	%			1.72	%			1.75	%
Allowance for loan losses to non-covered nonperforming loans			57.86	%			41.75	%			40.15	%

(1)	Covered nonperforming assets consist of assets that are included in loss share agreements with the FDIC.

(2)	At March 31, 2012, the contractual balance of the nonaccrual loans covered by FDIC loss share agreements was $68.3 million.

 

We have reviewed the collateral for our nonperforming assets, including nonaccrual loans, and have included this review among the factors considered in the evaluation of the allowance for loan losses discussed below.

 

Consistent with the weak economy in our market area, we have experienced high levels of loan losses, delinquencies and nonperforming assets compared to our historical averages.

The following is the composition, by loan type, of all of our nonaccrual loans (covered and non-covered) at each period end, as classified for regulatory purposes:

 

($ in thousands)		At March 31, 2012				At December 31, 2011				At March 31, 2011
Commercial, financial, and agricultural		$	2,487				3,300				2,235
Real estate – construction, land development, and other land loans			44,230				48,467				57,549
Real estate – mortgage – residential (1-4 family) first mortgages			25,784				24,133				33,663
Real estate – mortgage – home equity loans/lines of credit			6,168				7,255				6,445
Real estate – mortgage – commercial and other			30,367				28,491				23,540
Installment loans to individuals			2,998				3,392				2,680
Total nonaccrual loans		$	112,034				115,038				126,112

 

The following segregates our nonaccrual loans at March 31, 2012 into covered and non-covered loans, as classified for regulatory purposes:

 

($ in thousands)		Covered Nonaccrual Loans				Non-covered Nonaccrual Loans				Total Nonaccrual Loans
Commercial, financial, and agricultural		$	32				2,455				2,487
Real estate – construction, land development, and other land loans			19,003				25,227				44,230
Real estate – mortgage – residential (1-4 family) first mortgages			9,992				15,792				25,784
Real estate – mortgage – home equity loans/lines of credit			1,090				5,078				6,168
Real estate – mortgage – commercial and other			12,251				18,116				30,367
Installment loans to individuals			1				2,997				2,998
Total nonaccrual loans		$	42,369				69,665				112,034

 

The following segregates our nonaccrual loans at December 31, 2011 into covered and non-covered loans, as classified for regulatory purposes:

 

($ in thousands)		Covered Nonaccrual Loans				Non-covered Nonaccrual Loans				Total Nonaccrual Loans
Commercial, financial, and agricultural		$	469				2,831				3,300
Real estate – construction, land development, and other land loans			21,203				27,264				48,467
Real estate – mortgage – residential (1-4 family) first mortgages			10,134				13,999				24,133
Real estate – mortgage – home equity loans/lines of credit			1,231				6,024				7,255
Real estate – mortgage – commercial and other			8,212				20,279				28,491
Installment loans to individuals			223				3,169				3,392
Total nonaccrual loans		$	41,472				73,566				115,038

 

At March 31, 2012, troubled debt restructurings (covered and non-covered) amounted to $23.8 million, compared to $25.9 million at December 31, 2011, and $36.1 million at March 31, 2011. The decline from March 31, 2011 to March 31, 2012 is primarily a result of troubled debt restructurings that re-defaulted and were placed on nonaccrual status.

 

Other real estate includes foreclosed, repossessed, and idled properties. Non-covered other real estate has increased over the past year, amounting to $36.8 million at March 31, 2012, $37.0 million at December 31, 2011, and $27.0 million at March 31, 2011. At March 31, 2012, we also held $79.5 million in other real estate that is subject to the loss share agreements with the FDIC, which is a decline from $85.3 million at December 31, 2011 and $95.9 million at March 31, 2011. We believe that the fair values of the items of other real estate, less estimated costs to sell, equal or exceed their respective carrying values at the dates presented.

 

The following table presents the detail of all of our other real estate at each period end (covered and non-covered):

 

($ in thousands)		At March 31, 2012				At December 31, 2011				At March 31, 2011
Vacant land		$	72,625				76,341				79,933
1-4 family residential properties			31,306				33,724				34,523
Commercial real estate			12,442				12,230				8,373
Other			—				—				—
Total other real estate		$	116,373				122,295				122,829

 

The following segregates our other real estate at March 31, 2012 into covered and non-covered:

 

($ in thousands)		Covered Other Real Estate				Non-covered Other Real Estate				Total Other Real Estate
Vacant land		$	55,571				17,054				72,625
1-4 family residential properties			15,993				15,313				31,306
Commercial real estate			7,971				4,471				12,442
Other			—				—				—
Total other real estate		$	79,535				36,838				116,373

 

The following segregates our other real estate at December 31, 2011 into covered and non-covered:

 

($ in thousands)		Covered Other Real Estate				Non-covered Other Real Estate				Total Other Real Estate
Vacant land		$	59,994				16,347				76,341
1-4 family residential properties			17,362				16,362				33,724
Commercial real estate			7,916				4,314				12,230
Other			—				—				—
Total other real estate		$	85,272				37,023				122,295

 

 

The following table presents geographical information regarding our nonperforming assets at March 31, 2012.

 

		As of March 31, 2012
($ in thousands)		Covered				Non-covered				Total				Total Loans				Nonperforming Loans to Total Loans
Nonaccrual loans and Troubled Debt Restructurings (1)
Eastern Region (NC)		$	47,259				20,780				68,039			$	540,000				12.6	%
Triangle Region (NC)			—				23,861				23,861				772,000				3.1	%
Triad Region (NC)			—				14,555				14,555				381,000				3.8	%
Charlotte Region (NC)			—				1,012				1,012				97,000				1.0	%
Southern Piedmont Region (NC)			514				2,515				3,029				219,000				1.4	%
Western Region (NC)			7,611				—				7,611				67,000				11.4	%
South Carolina Region			143				11,213				11,356				145,000				7.8	%
Virginia Region			—				4,931				4,931				205,000				2.4	%
Other			—				1,417				1,417				11,000				12.9	%
Total nonaccrual loans and troubled debt restructurings		$	55,527				80,284				135,811			$	2,437,000				5.6	%
Other Real Estate (1)
Eastern Region (NC)		$	65,150				11,772				76,922
Triangle Region (NC)			—				8,037				8,037
Triad Region (NC)			—				8,028				8,028
Charlotte Region (NC)			—				3,878				3,878
Southern Piedmont Region (NC)			—				1,597				1,597
Western Region (NC)			14,282				—				14,282
South Carolina Region			103				3,027				3,130
Virginia Region			—				499				499
Other			—				—				—
Total other real estate			79,535				36,838				116,373

 

(1)     The counties comprising each region are as follows:
Eastern North Carolina Region - New Hanover, Brunswick, Duplin, Dare, Beaufort, Onslow, Carteret
Triangle North Carolina Region - Moore, Lee, Harnett, Chatham, Wake
Triad North Carolina Region - Montgomery, Randolph, Davidson, Rockingham, Guilford, Stanly
Southern Piedmont North Carolina Region - Anson, Richmond, Scotland, Robeson, Bladen, Columbus
Western North Carolina Region - Buncombe
South Carolina Region - Chesterfield, Dillon, Florence, Horry
Virginia Region - Wythe, Washington, Montgomery, Pulaski
Charlotte North Carolina Region - Iredell, Cabarrus, Rowan

 

Summary of Loan Loss Experience

 

The allowance for loan losses is created by direct charges to operations. Losses on loans are charged against the allowance in the period in which such loans, in management’s opinion, become uncollectible. The recoveries realized during the period are credited to this allowance.

 

We have no foreign loans, few agricultural loans and do not engage in significant lease financing or highly leveraged transactions. Commercial loans are diversified among a variety of industries. The majority of our real estate loans are primarily personal and commercial loans where real estate provides additional security for the loan. Collateral for virtually all of these loans is located within our principal market area.

 

The current economic environment has resulted in an increase in our classified and nonperforming assets, which has led to elevated provisions for loan losses. Our total provision for loan losses was $21.6 million for the first quarter of 2012 compared to $11.3 million in the first quarter of 2011. The total provision for loan losses is

comprised of provisions for loan losses for non-covered loans and provisions for loan losses for covered loans, as discussed in the following paragraphs.

 

The provision for loan losses on non-covered loans amounted to $18.6 million in the first quarter of 2012 compared to $7.6 million in the first quarter of 2011. The increase resulted from refinements to our loan loss model and internal control changes that resulted in a realignment of departmental responsibilities for determining our allowance for loan losses.  As a result of the changes, an internal review of selected nonperforming loan relationships was conducted, which applied more conservative assumptions to estimate the probable losses.  We believe that the additional reserves established may lead to a more timely resolution of the related credits.

 

A part of the departmental realignment involved a reassignment of the responsibility for determining our allowance for loan loss amount at period end.  Concurrent with this change, we performed a new review of the Company’s nonperforming loans and significant classified lending relationships.  As a result of this review, approximately 30 loan relationships were identified in which additional provisions for loan losses were necessary when more conservative judgments were applied to the repayment assumptions associated with the borrowers.  The total additional provisions for losses associated with these borrowers was approximately $11 million.  The majority of the additional provision was concentrated in construction and land development real estate, commercial real estate, and residential real estate loan categories.  

  

For the three months ended March 31, 2012 and 2011, we recorded $3.0 million and $3.8 million in provisions for loan losses for covered loans, respectively. The lower provision for loan losses for covered loans in 2012 was due to a decline in covered nonperforming loans resulting from the resolution of these loans through a combination of charge-offs and foreclosures. Because of the FDIC loss-share agreements in place for these loans, the FDIC indemnification asset was adjusted upwards by recording noninterest income of $2.4 million and $3.0 million in the first quarter of 2012 and 2011, respectively, or 80% of the amount of the provisions.

 

For the first three months of 2012, we recorded $10.1 million in net charge-offs, compared to $18.0 million for the comparable period of 2011. The net charge-offs in 2012 included $2.4 million of covered loans and $7.7 million of non-covered loans, whereas in 2011 net charge-offs included $7.9 million of covered loans and $10.1 million of non-covered loans. The charge-offs in 2012 continue a trend that began in 2010, with charge-offs being concentrated in the construction and land development real estate categories. These types of loans have been impacted the most by the recession and decline in new housing.

 

The allowance for loan losses amounted to $52.8 million at March 31, 2012, compared to $41.4 million at December 31, 2011 and $42.8 million at March 31, 2011. At March 31, 2012, December 31, 2011, and March 31, 2011, the allowance for loan losses attributable to covered loans was $6.4 million, $5.8 million, and $7.0 million, respectively. The allowance for loan losses for non-covered loans amounted to $46.5 million, $35.6 million, and $35.8 million at March 31, 2012, December 31, 2011, and March 31, 2011, respectively. The increase in the allowance for losses at March 31, 2012 compared to prior periods is primarily due to the high provision for loan losses recorded in the first quarter of 2012 that was recorded as an addition to the allowance for loan losses without a corresponding increase in charge-offs.

 

We believe our reserve levels are adequate to cover probable loan losses on the loans outstanding as of each reporting date. It must be emphasized, however, that the determination of the reserve using our procedures and methods rests upon various judgments and assumptions about economic conditions and other factors affecting loans. No assurance can be given that we will not in any particular period sustain loan losses that are sizable in relation to the amounts reserved or that subsequent evaluations of the loan portfolio, in light of conditions and factors then prevailing, will not require significant changes in the allowance for loan losses or future charges to earnings. See “Critical Accounting Policies – Allowance for Loan Losses” above.

 

In addition, various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses and value of other real estate. Such agencies may require us to recognize adjustments to the allowance or the carrying value of other real estate based on their judgments about information available at the time of their examinations.

 

For the periods indicated, the following table summarizes our balances of loans outstanding, average loans outstanding, changes in the allowance for loan losses arising from charge-offs and recoveries, additions to the allowance for loan losses that have been charged to expense, and additions that were recorded related to acquisitions.

 

 

		Three Months Ended March 31,				Twelve Months Ended December 31,				Three Months Ended March 31,
($ in thousands)		2012				2011				2011
Loans outstanding at end of period		$	2,436,624				2,430,386				2,486,210
Average amount of loans outstanding		$	2,430,893				2,461,995				2,502,011
Allowance for loan losses, at beginning of year		$	41,418				49,430				49,430
Provision for loan losses			21,555				41,301				11,343
			62,973				90,731				60,773
Loans charged off:
Commercial, financial, and agricultural			(911	)			(2,358	)			(1,609	)
Real estate – construction, land development & other land loans			(3,702	)			(25,604	)			(8,264	)
Real estate – mortgage – residential (1-4 family) first mortgages			(2,158	)			(12,045	)			(5,285	)
Real estate – mortgage – home equity loans / lines of credit			(864	)			(3,195	)			(1,114	)
Real estate – mortgage – commercial and other			(2,111	)			(7,180	)			(1,736	)
Installment loans to individuals			(943	)			(1,600	)			(423	)
Total charge-offs			(10,689	)			(51,982	)			(18,431	)
Recoveries of loans previously charged-off:
Commercial, financial, and agricultural			18				314				13
Real estate – construction, land development & other land loans			322				919				31
Real estate – mortgage – residential (1-4 family) first mortgages			48				492				127
Real estate – mortgage – home equity loans / lines of credit			48				375				84
Real estate – mortgage – commercial and other			25				119				32
Installment loans to individuals			82				450				146
Total recoveries			543				2,669				433
Net charge-offs			(10,146	)			(49,313	)			(17,998	)
Allowance for loan losses, at end of period		$	52,827				41,418				42,775
Ratios:
Net charge-offs as a percent of average loans			1.68	%			2.00	%			2.92	%
Allowance for loan losses as a percent of loans at end of  period			2.17	%			1.70	%			1.72	%

 

The following table discloses the activity in the allowance for loan losses for the three months ended March 31, 2012, segregated into covered and non-covered.

 

		As of March 31, 2012
($ in thousands)		Covered				Non-covered				Total
Loans outstanding at end of period		$	342,100				2,094,524				2,436,624
Average amount of loans outstanding		$	351,667				2,079,226				2,430,893
Allowance for loan losses, at beginning of year		$	5,808				35,610				41,418
Provision for loan losses			2,998				18,557				21,555
			8,806				54,167				62,973
Loans charged off:
Commercial, financial, and agricultural			(29	)			(882	)			(911	)
Real estate – construction, land development & other land loans			(1,024	)			(2,678	)			(3,702	)
Real estate – mortgage – residential (1-4 family) first mortgages			(694	)			(1,464	)			(2,158	)
Real estate – mortgage – home equity loans / lines of credit			(89	)			(775	)			(864	)
Real estate – mortgage – commercial and other			(453	)			(1,658	)			(2,111	)
Installment loans to individuals			(145	)			(798	)			(943	)
Total charge-offs			(2,434	)			(8,255	)			(10,689	)
Recoveries of loans previously charged-off:
Commercial, financial, and agricultural			—				18				18
Real estate – construction, land development & other land loans			—				322				322
Real estate – mortgage – residential (1-4 family) first mortgages			—				48				48
Real estate – mortgage – home equity loans / lines of credit			—				48				48
Real estate – mortgage – commercial and other			—				25				25
Installment loans to individuals			—				82				82
Total recoveries			—				543				543
Net charge-offs			(2,434	)			(7,712	)			(10,146	)
Allowance for loan losses, at end of period		$	6,372				46,455				52,827

 

The following table discloses the activity in the allowance for loan losses for the three months ended March 31, 2011, segregated into covered and non-covered.

 

		As of March 31, 2011
($ in thousands)		Covered				Non-covered				Total
Loans outstanding at end of period		$	440,212				2,045,998				2,486,210
Average amount of loans outstanding		$	431,949				2,070,062				2,502,011
Allowance for loan losses, at beginning of year		$	11,155				38,275				49,430
Provision for loan losses			3,773				7,570				11,343
			14,928				45,845				60,773
Loans charged off:
Commercial, financial, and agricultural			(3	)			(1,606	)			(1,609	)
Real estate – construction, land development & other land loans			(4,097	)			(4,167	)			(8,264	)
Real estate – mortgage – residential (1-4 family) first mortgages			(2,704	)			(2,581	)			(5,285	)
Real estate – mortgage – home equity loans / lines of credit			(199	)			(915	)			(1,114	)
Real estate – mortgage – commercial and other			(869	)			(867	)			(1,736	)
Installment loans to individuals			(54	)			(369	)			(423	)
Total charge-offs			(7,926	)			(10,505	)			(18,431	)
Recoveries of loans previously charged-off:
Commercial, financial, and agricultural			—				13				13
Real estate – construction, land development & other land loans			—				31				31
Real estate – mortgage – residential (1-4 family) first mortgages			—				127				127
Real estate – mortgage – home equity loans / lines of credit			—				84				84
Real estate – mortgage – commercial and other			—				32				32
Installment loans to individuals			—				146				146
Total recoveries			—				433				433
Net charge-offs			(7,926	)			(10,072	)			(17,998	)
Allowance for loan losses, at end of period		$	7,002				35,773				42,775

 

Based on the results of our loan analysis and grading program and our evaluation of the allowance for loan losses at March 31, 2012, there have been no material changes to the allocation of the allowance for loan losses among the various categories of loans since December 31, 2011.

 

Liquidity, Commitments, and Contingencies

 

Our liquidity is determined by our ability to convert assets to cash or acquire alternative sources of funds to meet the needs of our customers who are withdrawing or borrowing funds, and to maintain required reserve levels, pay expenses and operate the Company on an ongoing basis. Our primary liquidity sources are net income from operations, cash and due from banks, federal funds sold and other short-term investments. Our securities portfolio is comprised almost entirely of readily marketable securities, which could also be sold to provide cash.

 

In addition to internally generated liquidity sources, we have the ability to obtain borrowings from the following four sources - 1) an approximately $392 million line of credit with the Federal Home Loan Bank (of which $88 million was outstanding at March 31, 2012), 2) a $50 million overnight federal funds line of credit with a correspondent bank (none of which was outstanding at March 31, 2012), and 3) an approximately $92 million line of credit through the Federal Reserve Bank of Richmond’s discount window (none of which was outstanding at March 31, 2012). In addition to the outstanding borrowings from the FHLB that reduce the available borrowing capacity of that line of credit, our borrowing capacity was further reduced by $203 million at both March 31, 2012 and December 31, 2011, as a result of our pledging letters of credit for public deposits at each of those dates. Unused and available lines of credit amounted to $243 million at March 31, 2012 compared to $227 million at December 31, 2011.

 

Our overall liquidity has increased since March 31, 2011. Our loans have decreased $47 million, while our deposits have only decreased by $13 million. As a result, our liquid assets (cash and securities) as a percentage of our total deposits and borrowings increased from 16.7% at March 31, 2011 to 17.2% at March 31, 2012.

 

We believe our liquidity sources, including unused lines of credit, are at an acceptable level and remain adequate to meet our operating needs in the foreseeable future. We will continue to monitor our liquidity position carefully and will explore and implement strategies to increase liquidity if deemed appropriate.

 

The amount and timing of our contractual obligations and commercial commitments has not changed materially since December 31, 2011, detail of which is presented in Table 18 on page 80 of our 2011 Annual Report on Form 10-K.

 

We are not involved in any legal proceedings that, in our opinion, could have a material effect on our consolidated financial position.

 

Off-Balance Sheet Arrangements and Derivative Financial Instruments

 

Off-balance sheet arrangements include transactions, agreements, or other contractual arrangements pursuant to which we have obligations or provide guarantees on behalf of an unconsolidated entity. We have no off-balance sheet arrangements of this kind other than letters of credit and repayment guarantees associated with our trust preferred securities.

 

Derivative financial instruments include futures, forwards, interest rate swaps, options contracts, and other financial instruments with similar characteristics. We have not engaged in derivative activities through March 31, 2012, and have no current plans to do so.

 

Capital Resources

 

We are regulated by the Board of Governors of the Federal Reserve Board (FED) and are subject to the securities registration and public reporting regulations of the Securities and Exchange Commission. Our banking subsidiary is regulated by the Federal Deposit Insurance Corporation (FDIC) and the North Carolina Office of the Commissioner of Banks. We are not aware of any recommendations of regulatory authorities or otherwise which, if they were to be implemented, would have a material effect on our liquidity, capital resources, or operations.

 

We must comply with regulatory capital requirements established by the FED and FDIC. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. These capital standards require us to maintain minimum ratios of “Tier 1” capital to total risk-weighted assets and total capital to risk-weighted assets of 4.00% and 8.00%, respectively. Tier 1 capital is comprised of total shareholders’ equity calculated in accordance with generally accepted accounting principles, excluding accumulated other comprehensive income (loss), less intangible assets, and total capital is comprised of Tier 1 capital plus certain adjustments, the largest of which is our allowance for loan losses. Risk-weighted assets refer to our on- and off-balance sheet exposures, adjusted for their related risk levels using formulas set forth in FED and FDIC regulations.

 

In addition to the risk-based capital requirements described above, we are subject to a leverage capital requirement, which calls for a minimum ratio of Tier 1 capital (as defined above) to quarterly average total assets of 3.00% to 5.00%, depending upon the institution’s composite ratings as determined by its regulators. The FED has not advised us of any requirement specifically applicable to us.

 

At March 31, 2012, our capital ratios exceeded the regulatory minimum ratios discussed above. The following table presents our capital ratios and the regulatory minimums discussed above for the periods indicated.

 

		March 31, 2012				December 31, 2011				March 31, 2011
Risk-based capital ratios:
Tier I capital to Tier I risk adjusted assets			15.07	%			15.46	%			15.50	%
Minimum required Tier I capital			4.00	%			4.00	%			4.00	%
Total risk-based capital to Tier II risk-adjusted assets			16.34	%			16.72	%			16.76	%
Minimum required total risk-based capital			8.00	%			8.00	%			8.00	%
Leverage capital ratios:
Tier I leverage capital to adjusted most recent quarter average assets			9.97	%			10.21	%			10.04	%
Minimum required Tier I leverage capital			4.00	%			4.00	%			4.00	%

 

Our bank subsidiary is also subject to capital requirements similar to those discussed above. The bank subsidiary’s capital ratios do not vary materially from our capital ratios presented above. At March 31, 2012, our bank subsidiary exceeded the minimum ratios established by the FED and FDIC.

 

In addition to regulatory capital ratios, we also closely monitor our ratio of tangible common equity to tangible assets (“TCE Ratio”). Our TCE ratio was 6.29% at March 31, 2012 compared to 6.58% at December 31, 2011 and 6.42% at March 31, 2011.

BUSINESS DEVELOPMENT MATTERS

 

The following is a list of business development and other miscellaneous matters affecting First Bancorp and First Bank, our bank subsidiary.

 

·

On April 30, 2012, First Bank entered into an agreement to assume all of the deposits and acquire certain loans of the Gateway Bank & Trust Co. branch located in Wilmington, North Carolina. The acquired assets will be transferred to one of our existing branches that is located nearby. The transaction is subject to regulatory approval and is expected to occur in the third quarter of 2012.

 

·

On March 5, 2012, the Kill Devil Hills, North Carolina branch located at 2007 S. Croatan Highway re-opened after extensive renovations.

 

·

We expect to open our new branch in Salem, Virginia in July 2012. This branch will represent our 7th branch in southwestern Virginia.

 

·

We are relocating our Biscoe, North Carolina branch and expect completion of the new building in the fall of 2012.

 

·

We expect to complete the relocation of our branch in Fort Chiswell, Virginia in October 2012.

 

·

On October 24, 2011, the Company reported that it had reached an agreement to purchase eleven coastal branches from Waccamaw Bank, headquartered in Whiteville, North Carolina. The application for regulatory approval for this transaction has been submitted and is pending.

 

·

On March 9, 2012, the Company announced a quarterly cash dividend of $0.08 cents per share payable on April 25, 2012 to shareholders of record on March 31, 2012. This is the same dividend rate as the Company declared in the first quarter of 2011.

 

 

SHARE REPURCHASES

 

We repurchased 148 shares of our common stock during the first three months of 2012 in two private transactions. At March 31, 2012, we had approximately 214,000 shares available for repurchase under existing authority from our board of directors. We may repurchase these shares in open market and privately negotiated transactions, as market conditions and our liquidity warrants, subject to compliance with applicable regulations. See also Part II, Item 2 “Unregistered Sales of Equity Securities and Use of Proceeds.”

 

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk

 

INTEREST RATE RISK (INCLUDING QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK)

 

Net interest income is our most significant component of earnings. Notwithstanding changes in volumes of loans and deposits, our level of net interest income is continually at risk due to the effect that changes in general market interest rate trends have on interest yields earned and paid with respect to our various categories of earning assets and interest-bearing liabilities. It is our policy to maintain portfolios of earning assets and interest-bearing liabilities with maturities and repricing opportunities that will afford protection, to the extent practical, against wide interest rate fluctuations. Our exposure to interest rate risk is analyzed on a regular basis by management using standard GAP reports, maturity reports, and an asset/liability software model that simulates future levels of interest income and expense based on current interest rates, expected future interest rates, and various intervals of “shock” interest rates. Over the years, we have been able to maintain a fairly consistent yield on average earning assets (net interest margin). Over the past five calendar years, our net interest margin has ranged from a low of 3.74% (realized in 2008) to a high of 4.72% (realized in 2011). During that five year period, the prime rate of interest has ranged from a low of 3.25% (which was the rate as of March 31, 2012) to a high of 8.25%. The consistency of the net interest margin is aided by the relatively low level of long-term interest rate exposure that we maintain. At March 31, 2012, approximately 80% of our interest-earning assets are subject to repricing within five years (because they are either adjustable rate assets or they are fixed rate assets that mature) and substantially all of our interest-bearing liabilities reprice within five years.

 

Using stated maturities for all fixed rate instruments except mortgage-backed securities (which are allocated in the periods of their expected payback) and securities and borrowings with call features that are expected to be called (which are shown in the period of their expected call), at March 31, 2012, we had approximately $636 million more in interest-bearing liabilities that are subject to interest rate changes within one year than earning assets. This generally would indicate that net interest income would experience downward pressure in a rising interest rate environment and would benefit from a declining interest rate environment. However, this method of analyzing interest sensitivity only measures the magnitude of the timing differences and does not address earnings, market value, or management actions. Also, interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. In addition to the effects of “when” various rate-sensitive products reprice, market rate changes may not result in uniform changes in rates among all products. For example, included in interest-bearing liabilities subject to interest rate changes within one year at March 31, 2012 are deposits totaling $1.1 billion comprised of checking, savings, and certain types of money market deposits with interest rates set by management. These types of deposits historically have not repriced with, or in the same proportion, as general market indicators.

 

Overall we believe that in the near term (twelve months), net interest income will not likely experience significant downward pressure from rising interest rates. Similarly, we would not expect a significant increase in near term net interest income from falling interest rates. Generally, when rates change, our interest-sensitive assets that are subject to adjustment reprice immediately at the full amount of the change, while our interest-sensitive liabilities that are subject to adjustment reprice at a lag to the rate change and typically not to the full extent of the rate change. In the short-term (less than six months), this results in us being asset-sensitive, meaning that our net interest income benefits from an increase in interest rates and is negatively impacted by a decrease in interest rates. However, in the twelve-month horizon, the impact of having a higher level of interest-sensitive liabilities lessens the short-term effects of changes in interest rates.

 

The Federal Reserve has made no changes to interest rates since 2008, and since that time the difference between market driven short-term interest rates and longer-term interest rates has generally widened, with short-term interest rates steadily declining and longer term interest rates not declining by as much. The higher long term interest rate environment enhanced our ability to require higher interest rates on loans. As it relates to funding, we have been able to reprice many of our maturing time deposits at lower interest rates. We were also able to generally decrease the rates we paid on other categories of deposits as a result of declining short-term interest rates in the marketplace and an increase in liquidity that lessened our need to offer premium interest rates.

 

As previously discussed in the section “Net Interest Income,” our net interest income was impacted by certain purchase accounting adjustments related primarily to our acquisitions of Cooperative Bank and The Bank of Asheville. The purchase accounting adjustments related to the premium amortization on loans, deposits and borrowings are based on amortization schedules and are thus systematic and predictable. The accretion of the loan discount on loans acquired from Cooperative Bank and The Bank of Asheville, which amounted to $2.6 million and $2.5 million in the first quarters of 2012 and 2011, respectively, is less predictable and could be materially different among periods. This is because of the magnitude of the discounts that were initially recorded ($280 million in total) and the fact that the accretion being recorded is dependent on both the credit quality of the acquired loans and the impact of any accelerated loan repayments, including payoffs. If the credit quality of the loans declines, some, or all, of the remaining discount will cease to be accreted into income. If the underlying loans experience accelerated paydowns or are paid off, the remaining discount will be accreted into income on an accelerated basis, which in the event of total payoff will result in the remaining discount being entirely accreted into income in the period of the payoff. Each of these factors is difficult to predict and susceptible to volatility.

 

Based on our most recent interest rate modeling, which assumes no changes in interest rates for 2012 (federal funds rate = 0.25%, prime = 3.25%), we project that our net interest margin for the remainder of 2012 will remain relatively consistent with the net interest margins recently realized. With interest rates having been stable for a relatively long period of time, most of our interest-sensitive assets and interest-sensitive liabilities have been repriced at today’s interest rates.

 

We have no market risk sensitive instruments held for trading purposes, nor do we maintain any foreign currency positions.

 

See additional discussion regarding net interest income, as well as discussion of the changes in the annual net interest margin in the section entitled “Net Interest Income” above.

 

Item 4 – Controls and Procedures

 

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures, which are our controls and other procedures that are designed to ensure that information required to be disclosed in our periodic reports with the SEC is recorded, processed, summarized and reported within the required time periods.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed is communicated to our management to allow timely decisions regarding required disclosure.  Based on the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective in allowing timely decisions regarding disclosure to be made about material information required to be included in our periodic reports with the SEC. In addition, no change in our internal control over financial reporting has occurred during, or subsequent to, the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, except that we realigned departmental responsibilities for determining our allowance for loan losses, as discussed in “Results of Operations - Components of Earnings” in Item 2 above.

 

 

Part II. Other Information

 

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

 

Issuer Purchases of Equity Securities

Period

Total Number of Shares Purchased (2)

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)

Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (1)

January 1, 2012 to January 31, 2012

─

─

─

214,389

February 1, 2012 to February 29, 2012 (3)

28

11.66

─

214,361

March 1, 2012 to March 31, 2012 (3)

120

10.79

─

214,241

Total

148

10.95

─

214,241

 

Footnotes to the Above Table

(1)

All shares available for repurchase are pursuant to publicly announced share repurchase authorizations. On July 30, 2004, the Company announced that its board of directors had approved the repurchase of 375,000 shares of the Company’s common stock. The repurchase authorization does not have an expiration date. There are no plans or programs the Company has determined to terminate prior to expiration, or under which we do not intend to make further purchases.

 

(2)

The table above does not include shares that were used by option holders to satisfy the exercise price of the call options issued by the Company to its employees and directors pursuant to the Company’s stock option plans. There were no such exercises during the three months ended March 31, 2012.

 

(3)

The repurchases during February and March 2012 relate to shares of stock that the Company repurchased in private transactions.

 

There were no unregistered sales of our securities during the three months ended March 31, 2012.

 

 

Item 6 - Exhibits

 

The following exhibits are filed with this report or, as noted, are incorporated by reference. Management contracts, compensatory plans and arrangements are marked with an asterisk (*).

 

3.a

Articles of Incorporation of the Company and amendments thereto were filed as Exhibits 3.a.i through 3.a.v to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2002, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibits 3.1 and 3.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1.b to the Company’s Registration Statement on Form S-3D filed on June 29, 2010, and are incorporated herein by reference. Articles of Amendment to the Articles of Incorporation were filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and are incorporated herein by reference.

 

3.b

Amended and Restated Bylaws of the Company were filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed on November 23, 2009, and are incorporated herein by reference.

 

4.a

Form of Common Stock Certificate was filed as Exhibit 4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 1999, and is incorporated herein by reference.

 

4.b

Form of Certificate for Series A Preferred Stock was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and is incorporated herein by reference.

 

4.c

Warrant for Purchase of Shares of Common Stock was filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 13, 2009, and is incorporated herein by reference.

 

4.d

Form of Certificate for Series B Preferred Stock was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on September 6, 2011, and is incorporated herein by reference.

 

12

Computation of Ratio of Earnings to Fixed Charges.

31.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

 

31.2

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

 

32.1

Chief Executive Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

32.2

Chief Financial Officer Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101

The following financial information from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements. (1)

 

 

Copies of exhibits are available upon written request to: First Bancorp, Anna G. Hollers, Executive Vice President, P.O. Box 508, Troy, NC 27371

 

 

 

(1)

As provided in Rule 406T of Regulation S-T, this information shall not be deemed “filed” for purposes of Section 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934 or otherwise subject to liability under those sections.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

		FIRST BANCORP
	May 10, 2012	BY:/s/  Jerry L. Ocheltree
		Jerry L. Ocheltree
		President
		(Principal Executive Officer),
		Treasurer and Director
	May 10, 2012	BY:/s/ Anna G. Hollers
		Anna G. Hollers
		Executive Vice President,
		Secretary
		and Chief Operating Officer
	May 10, 2012	BY:/s/ Eric P. Credle
		Eric P. Credle
		Executive Vice President
		and Chief Financial Officer