x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
MISSISSIPPI
|
|
64-0636653
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
134 West Washington Street, Kosciusko, Mississippi
|
|
39090
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Common Stock, $5 par value
|
|
The NASDAQ Stock Market LLC
|
(Title of each class)
|
|
(Name of each exchange on which registered)
|
Common stock, $5 par value
|
|
9,230,799 Shares
|
Title of Class
|
|
Shares Outstanding at January 31, 2013
|
PART I
|
|
|
Page
|
|
|
|
|
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|
Item 1
|
|
Business
|
3
|
|
Item 1A
|
|
Risk Factors
|
15
|
|
Item 1B
|
|
Unresolved Staff Comments
|
19
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|
Item 2
|
|
Properties
|
19
|
|
Item 3
|
|
Legal Proceedings
|
19
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|
Item 4
|
|
Mine Safety Disclosures
|
19
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|
|
|
|
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|
PART II
|
|
|
|
|
|
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|
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|
Item 5
|
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
20
|
|
Item 6
|
|
Selected Financial Data
|
23
|
|
Item 7
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
24
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|
Item 7A
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
50
|
|
Item 8
|
|
Financial Statements and Supplementary Data
|
51
|
|
Item 9
|
|
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
|
115
|
|
Item 9A
|
|
Controls and Procedures
|
115
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|
Item 9B
|
|
Other Information
|
115
|
|
|
|
|
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|
PART III
|
|
|
|
|
|
|
|
|
|
Item 10
|
|
Directors, Executive Officers and Corporate Governance
|
116
|
|
Item 11
|
|
Executive Compensation
|
116
|
|
Item 12
|
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
116
|
|
Item 13
|
|
Certain Relationships and Related Transactions and Director Independence
|
116
|
|
Item 14
|
|
Principal Accounting Fees and Services
|
116
|
|
|
|
|
|
|
PART IV
|
|
|
|
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|
|
|
Item 15
|
|
Exhibits, Financial Statement Schedules
|
117
|
|
•
|
In February 2012 sold the branch building in Wilsonville, Alabama
|
•
|
In May 2012 transferred the lease and sold the fixed assets of a full service branch in Niceville, Florida to another financial institution
|
•
|
Return on assets for
2012
was
0.44%
while the return on equity was
6.12%
. Return on assets for
2011
was
0.27%
while the return on equity was
4.00%
.
|
•
|
Debit card revenues
increased
by
10.29%
, composing
35.18%
of deposit revenues
|
•
|
Mortgage banking revenues
increased
by
191.27%
in
2012
after
increasing
by
15.18%
in
2011
|
•
|
Mortgage originations were
$171.098 million
in
2012
as compared to
$92.009 million
in
2011
|
•
|
Property, casualty, life and health insurance commissions
decreased
from
$3.618 million
in
2011
to
$3.486 million
in
2012
|
•
|
Loans held for investment
decreased
by
2.09%
in
2012
due to the continuing effects of the general economic slowdown
|
•
|
Net charge offs, as a percentage of average loans, decreased to
0.61%
for
2012
compared to
1.05%
for
2011
|
•
|
Nonaccrual loans as a percentage of loans decreased to
0.75%
at the end of
2012
from
1.68%
at the end of
2011
|
•
|
90 day past due accruing loans as a percentage of loans decreased to
0.03%
at the end of
2012
from
0.06%
at the end of
2011
|
•
|
Foreclosed real estate balances decreased to
$25.970 million
at the end of
2012
as compared to
$36.952 million
at the end of
2011
|
•
|
Foreclosed real estate of $13.110 million was sold during 2012
|
•
|
Expenses related to foreclosed properties were
$926 thousand
in
2012
while losses incurred on foreclosed properties through sales and write-downs were
$4.260 million
as compared to expenses of
$1.477 million
and losses of
$5.874 million
in
2011
|
•
|
As a result of branch closings and other cost-saving initiatives, full-time equivalent employees dropped from 499 at the end of 2010 to 460 at the end of 2011 and 456 at the end of 2012
|
•
|
The Company remained well capitalized with a total risk-based capital ratio of
13.30%
at the end of
2012
as compared to
12.09%
at the end of
2011
|
•
|
Continue to strengthen credit monitoring systems to provide proactive credit solutions
|
•
|
Continue to work on sales of real estate owned as well as to work with customers to dispose of real estate collateral and manage the level of nonperforming loans downward
|
•
|
Build the capital strength and funding flexibility of the organization
|
•
|
Continue to build core deposits around strong products like Summit Checking that provide a base upon which a portfolio of financial services can be provided
|
•
|
Continue to diversify the loan portfolio into consumer and commercial loans that are not real estate dependent
|
•
|
Continue to increase the volumes and improve the products and services delivered through the insurance agency offices and focus on branch referrals to enhance agency business
|
•
|
Promote low-cost delivery channels such as debit cards and electronic banking that are convenient to customers
|
•
|
Continue developing customer-friendly technologies such as deposit image capture for commercial customers, emailing of statements, enhanced internet banking capabilities and mobile banking
|
•
|
Encourage customer use of more efficient technologies over labor-intensive processes by tying rates and benefits of deposit products to the use of internet and technology-based applications
|
•
|
Enhance product offerings to and develop relationships with small business customers
|
•
|
Leverage our CDFI status to improve services and products offered to gain penetration in the Company’s target market
|
•
|
Develop corporate banking, especially in the purchased participations and SBA loan portfolios
|
•
|
Asset-based deposit insurance assessments
. FDIC deposit insurance premium assessments will be based on bank assets rather than domestic deposits.
|
•
|
Deposit insurance limit increase.
The deposit insurance coverage limit has been permanently increased from $100,000 to $250,000.
|
•
|
Establishment of the Bureau of Consumer Financial Protection ("CFPB")
. The CFPB is housed within the Federal Reserve and, in consultation with the Federal banking agencies, makes rules relating to consumer protection. The CFPB has the authority, should it wish to do so, to rewrite virtually all of the consumer protection regulations governing banks, including those implementing the Truth in Lending Act, the Real Estate Settlement Procedures Act (or "RESPA"), the Truth in Savings Act, the Electronic Funds Transfer Act, the Equal Credit Opportunity Act, the Home Mortgage Disclosure Act, the S.A.F.E. Mortgage Licensing Act, the Fair Credit Reporting Act (except Sections 615(e) and 628), the Fair Debt Collection Practices Act, and the Gramm-Leach-Bliley Act (sections 502 through 509 relating to privacy), among others.
|
•
|
Risk-retention rule
. Banks originating loans for sale on the secondary market or securitization must retain 5 percent of any loan they sell or securitize, except for mortgages that meet low-risk standards to be developed by regulators.
|
•
|
Limitation on federal preemption
. Limitations have been imposed on the ability of national bank regulators to preempt state law. Formerly, the national bank and federal thrift regulators possessed preemption powers with regard to transactions, operating subsidiaries and attorney general civil enforcement authority. These preemption requirements have been limited by the Dodd-Frank Act, which will likely impact state banks by affecting activities previously permitted through parity with national banks.
|
•
|
Changes to regulation of bank holding companies
. Under Dodd-Frank, bank holding companies must be well-capitalized and well-managed to engage in interstate transactions. In the past, only the subsidiary banks were required to meet those standards. The Federal Reserve Board’s “source of strength doctrine” has now been codified, mandating that bank holding companies such as the Company serve as a source of strength for their subsidiary banks, meaning that the bank holding company must be able to provide financial assistance in the event the subsidiary bank experiences financial distress.
|
•
|
Executive compensation limitations
. The Dodd-Frank Act codified executive compensation limitations similar to those previously imposed on TARP recipients.
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||||
(Dollars in thousands)
|
Average Balance
|
|
Interest
|
|
Yield/
Cost
|
|
Average Balance
|
|
Interest
|
|
Yield/
Cost
|
|
Average Balance
|
|
Interest
|
|
Yield/
Cost
|
|||||||||||||||
Interest-bearing bank balances
|
$
|
54,808
|
|
|
$
|
146
|
|
|
0.27
|
%
|
|
$
|
70,998
|
|
|
$
|
179
|
|
|
0.25
|
%
|
|
$
|
60,894
|
|
|
$
|
143
|
|
|
0.23
|
%
|
Federal funds sold
|
11,566
|
|
|
30
|
|
|
0.26
|
|
|
25,000
|
|
|
63
|
|
|
0.25
|
|
|
35,642
|
|
|
82
|
|
|
0.23
|
|
||||||
Taxable investments
|
314,889
|
|
|
5,682
|
|
|
1.80
|
|
|
265,446
|
|
|
6,745
|
|
|
2.54
|
|
|
236,046
|
|
|
7,616
|
|
|
3.23
|
|
||||||
Tax-exempt investments
|
37,004
|
|
|
2,061
|
|
|
5.57
|
|
|
33,390
|
|
|
1,997
|
|
|
5.98
|
|
|
41,347
|
|
|
2,470
|
|
|
5.97
|
|
||||||
Loans
|
1,006,407
|
|
|
55,873
|
|
|
5.55
|
|
|
1,040,703
|
|
|
60,632
|
|
|
5.83
|
|
|
1,052,883
|
|
|
62,501
|
|
|
5.94
|
|
||||||
Total earning assets
|
1,424,674
|
|
|
63,792
|
|
|
4.48
|
|
|
1,435,537
|
|
|
69,616
|
|
|
4.85
|
|
|
1,426,812
|
|
|
72,812
|
|
|
5.10
|
|
||||||
Nonearning assets
|
154,333
|
|
|
|
|
|
|
|
|
158,747
|
|
|
|
|
|
|
|
|
164,130
|
|
|
|
|
|
|
|
||||||
Total average assets
|
$
|
1,579,007
|
|
|
|
|
|
|
|
|
$
|
1,594,284
|
|
|
|
|
|
|
|
|
$
|
1,590,942
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NOW & MMDA
|
618,256
|
|
|
2,380
|
|
|
0.38
|
|
|
562,030
|
|
|
3,696
|
|
|
0.66
|
|
|
473,011
|
|
|
5,062
|
|
|
1.07
|
|
||||||
Savings deposits
|
119,741
|
|
|
1,135
|
|
|
0.95
|
|
|
117,686
|
|
|
1,318
|
|
|
1.12
|
|
|
114,358
|
|
|
1,467
|
|
|
1.28
|
|
||||||
Certificates of deposit
|
401,097
|
|
|
5,112
|
|
|
1.27
|
|
|
489,199
|
|
|
8,487
|
|
|
1.73
|
|
|
544,192
|
|
|
12,280
|
|
|
2.26
|
|
||||||
Short-term borrowings
|
4,017
|
|
|
21
|
|
|
0.52
|
|
|
10,855
|
|
|
36
|
|
|
0.33
|
|
|
19,112
|
|
|
66
|
|
|
0.35
|
|
||||||
Other borrowings
|
70,818
|
|
|
2,881
|
|
|
4.07
|
|
|
76,923
|
|
|
3,314
|
|
|
4.31
|
|
|
102,112
|
|
|
5,016
|
|
|
4.91
|
|
||||||
Total interest-bearing liabilities
|
1,213,929
|
|
|
11,529
|
|
|
0.95
|
|
|
1,256,693
|
|
|
16,851
|
|
|
1.34
|
|
|
1,252,785
|
|
|
23,891
|
|
|
1.91
|
|
||||||
Noninterest-bearing deposits
|
239,402
|
|
|
|
|
|
|
|
|
220,369
|
|
|
|
|
|
|
|
|
222,082
|
|
|
|
|
|
|
|
||||||
Noninterest-bearing liabilities
|
11,592
|
|
|
|
|
|
|
|
|
7,852
|
|
|
|
|
|
|
|
|
8,909
|
|
|
|
|
|
|
|
||||||
Capital
|
114,084
|
|
|
|
|
|
|
|
|
109,370
|
|
|
|
|
|
|
|
|
107,166
|
|
|
|
|
|
|
|
||||||
Total avg. liabilities & equity
|
$
|
1,579,007
|
|
|
|
|
|
|
|
|
$
|
1,594,284
|
|
|
|
|
|
|
|
|
$
|
1,590,942
|
|
|
|
|
|
|
|
|||
Net interest margin
|
|
|
|
52,263
|
|
|
3.67
|
|
|
|
|
|
52,765
|
|
|
3.68
|
|
|
|
|
|
48,921
|
|
|
3.43
|
|
||||||
Less tax equivalent adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Investments
|
|
|
|
769
|
|
|
0.05
|
|
|
|
|
|
745
|
|
|
0.05
|
|
|
|
|
|
921
|
|
|
0.06
|
|
||||||
Loans
|
|
|
|
101
|
|
|
0.01
|
|
|
|
|
|
156
|
|
|
0.02
|
|
|
|
|
|
199
|
|
|
0.02
|
|
||||||
Reported book net interest margin
|
|
|
|
$
|
51,393
|
|
|
3.61
|
%
|
|
|
|
|
$
|
51,864
|
|
|
3.61
|
%
|
|
|
|
|
$
|
47,801
|
|
|
3.35
|
%
|
|
2012 Compared To 2011
|
|
2011 Compared To 2010
|
||||||||||||||||||||
|
Increase (Decrease) Due To
|
|
Increase (Decrease) Due To
|
||||||||||||||||||||
(Dollars in thousands)
|
Volume
|
|
Yield/Cost
|
|
Net
|
|
Volume
|
|
Yield/Cost
|
|
Net
|
||||||||||||
Interest earned on:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest-bearing bank balances
|
$
|
(42
|
)
|
|
$
|
9
|
|
|
$
|
(33
|
)
|
|
$
|
25
|
|
|
$
|
11
|
|
|
$
|
36
|
|
Federal funds sold
|
(34
|
)
|
|
1
|
|
|
(33
|
)
|
|
(26
|
)
|
|
7
|
|
|
(19
|
)
|
||||||
Taxable investments
|
1,074
|
|
|
(2,137
|
)
|
|
(1,063
|
)
|
|
848
|
|
|
(1,719
|
)
|
|
(871
|
)
|
||||||
Tax-exempt investments
|
209
|
|
|
(145
|
)
|
|
64
|
|
|
(476
|
)
|
|
3
|
|
|
(473
|
)
|
||||||
Loans
|
(1,951
|
)
|
|
(2,808
|
)
|
|
(4,759
|
)
|
|
(716
|
)
|
|
(1,153
|
)
|
|
(1,869
|
)
|
||||||
Total earning assets
|
(507
|
)
|
|
(5,317
|
)
|
|
(5,824
|
)
|
|
434
|
|
|
(3,630
|
)
|
|
(3,196
|
)
|
||||||
Interest paid on:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
NOW & MMDA
|
293
|
|
|
(1,609
|
)
|
|
(1,316
|
)
|
|
769
|
|
|
(2,135
|
)
|
|
(1,366
|
)
|
||||||
Savings deposits
|
21
|
|
|
(204
|
)
|
|
(183
|
)
|
|
40
|
|
|
(189
|
)
|
|
(149
|
)
|
||||||
Certificates of deposit
|
(1,326
|
)
|
|
(2,049
|
)
|
|
(3,375
|
)
|
|
(1,098
|
)
|
|
(2,695
|
)
|
|
(3,793
|
)
|
||||||
Short-term borrowings
|
(29
|
)
|
|
14
|
|
|
(15
|
)
|
|
(28
|
)
|
|
(2
|
)
|
|
(30
|
)
|
||||||
Other borrowings
|
(256
|
)
|
|
(177
|
)
|
|
(433
|
)
|
|
(1,161
|
)
|
|
(541
|
)
|
|
(1,702
|
)
|
||||||
Total interest-bearing liabilities
|
(490
|
)
|
|
(4,832
|
)
|
|
(5,322
|
)
|
|
63
|
|
|
(7,103
|
)
|
|
(7,040
|
)
|
||||||
Change in net interest income on a tax-equivalent basis
|
$
|
(17
|
)
|
|
$
|
(485
|
)
|
|
$
|
(502
|
)
|
|
$
|
371
|
|
|
$
|
3,473
|
|
|
$
|
3,844
|
|
|
Carrying Value of Securities
|
||||||||||
|
December 31
|
||||||||||
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Securities Available For Sale
|
|
|
|
|
|
||||||
U.S. Government sponsored entities
|
$
|
72,615
|
|
|
$
|
58,792
|
|
|
$
|
58,611
|
|
Mortgage-backed securities
|
190,563
|
|
|
203,686
|
|
|
173,921
|
|
|||
Obligations of states and political subdivisions
|
71,461
|
|
|
54,142
|
|
|
41,828
|
|
|||
Other securities
|
13,923
|
|
|
4,154
|
|
|
2,569
|
|
|||
Total securities available for sale
|
$
|
348,562
|
|
|
$
|
320,774
|
|
|
$
|
276,929
|
|
|
Amortized Cost of Securities
|
||||||||||
|
December 31
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Securities Available For Sale
|
|
|
|
|
|
||||||
U.S. Government sponsored entities
|
$
|
71,645
|
|
|
$
|
58,714
|
|
|
$
|
58,152
|
|
Mortgage-backed securities
|
185,317
|
|
|
198,832
|
|
|
170,039
|
|
|||
Obligations of states and political subdivisions
|
68,445
|
|
|
51,763
|
|
|
40,924
|
|
|||
Other securities
|
15,866
|
|
|
6,581
|
|
|
5,306
|
|
|||
Total securities available for sale
|
$
|
341,273
|
|
|
$
|
315,890
|
|
|
$
|
274,421
|
|
(Dollars in thousands)
|
Within
One
Year
|
|
Yield
|
|
After One But Within
Five
Years
|
|
Yield
|
|
After Five
But Within
Ten Years
|
|
Yield
|
|
Over
Ten
Years
|
|
Yield
|
|
Total
|
|
Yield
|
|||||||||||||||
Securities Available For Sale
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
U.S. Government sponsored
entities
|
$
|
7,078
|
|
|
1.73
|
%
|
|
$
|
56,228
|
|
|
0.88
|
%
|
|
$
|
1,016
|
|
|
2.10
|
%
|
|
$
|
8,293
|
|
|
2.90
|
%
|
|
$
|
72,615
|
|
|
1.21
|
%
|
Mortgage-backed securities
|
79,453
|
|
|
2.52
|
|
|
94,708
|
|
|
2.44
|
|
|
8,784
|
|
|
2.42
|
|
|
7,618
|
|
|
2.39
|
|
|
190,563
|
|
|
2.47
|
|
|||||
Obligations of states and
political subdivisions
|
3,818
|
|
|
6.40
|
|
|
22,735
|
|
|
5.97
|
|
|
43,046
|
|
|
4.69
|
|
|
1,862
|
|
|
7.14
|
|
|
71,461
|
|
|
5.25
|
|
|||||
Other debt securities
|
1,020
|
|
|
5.53
|
|
|
9,970
|
|
|
1.64
|
|
|
—
|
|
|
—
|
|
|
2,933
|
|
|
0.64
|
|
|
13,923
|
|
|
1.71
|
|
|||||
Total debt securities available
for sale
|
$
|
91,369
|
|
|
2.65
|
%
|
|
$
|
183,641
|
|
|
2.36
|
%
|
|
$
|
52,846
|
|
|
4.26
|
%
|
|
$
|
9,277
|
|
|
2.77
|
%
|
|
$
|
348,562
|
|
|
2.75
|
%
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|||||||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
|
% of
Total
|
|
Amount
|
|
% of
Total
|
|
Amount
|
|
% of
Total
|
|
Amount
|
|
% of
Total
|
|
Amount
|
|
% of
Total
|
|||||||||||||||
Held For Investment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Commercial, financial
and agricultural
|
$
|
153,550
|
|
|
15.74
|
%
|
|
$
|
155,330
|
|
|
15.59
|
%
|
|
$
|
133,226
|
|
|
12.57
|
%
|
|
$
|
129,571
|
|
|
12.24
|
%
|
|
$
|
136,795
|
|
|
11.63
|
%
|
Non-residential real
estate
|
542,859
|
|
|
55.65
|
|
|
574,505
|
|
|
57.66
|
|
|
646,731
|
|
|
61.00
|
|
|
643,804
|
|
|
60.83
|
|
|
745,699
|
|
|
63.38
|
|
|||||
Residential real estate
|
238,728
|
|
|
24.47
|
|
|
223,839
|
|
|
22.47
|
|
|
235,489
|
|
|
22.21
|
|
|
239,921
|
|
|
22.67
|
|
|
255,488
|
|
|
21.71
|
|
|||||
Consumer loans
|
40,336
|
|
|
4.14
|
|
|
42,666
|
|
|
4.28
|
|
|
44,700
|
|
|
4.22
|
|
|
45,044
|
|
|
4.26
|
|
|
38,613
|
|
|
3.28
|
|
|||||
Total loans
|
$
|
975,473
|
|
|
100.00
|
%
|
|
$
|
996,340
|
|
|
100.00
|
%
|
|
$
|
1,060,146
|
|
|
100.00
|
%
|
|
$
|
1,058,340
|
|
|
100.00
|
%
|
|
$
|
1,176,595
|
|
|
100.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans held for sale
|
$
|
21,014
|
|
|
|
|
|
$
|
26,073
|
|
|
|
|
|
$
|
6,242
|
|
|
|
|
|
$
|
10,266
|
|
|
|
|
|
$
|
7,698
|
|
|
|
|
Maturity distribution of loans at December 31, 2012
|
|
|
|
|
|
|
|
||||||||
(Dollars in thousands)
|
Within
One Year
|
|
One to Five
Years
|
|
After Five
Years
|
|
Total
|
||||||||
Commercial, financial and agricultural
|
$
|
67,425
|
|
|
$
|
61,104
|
|
|
$
|
25,021
|
|
|
$
|
153,550
|
|
Non-residential real estate
|
132,148
|
|
|
316,100
|
|
|
94,611
|
|
|
542,859
|
|
||||
Residential real estate
|
25,449
|
|
|
84,059
|
|
|
129,220
|
|
|
238,728
|
|
||||
Consumer loans
|
9,878
|
|
|
29,033
|
|
|
1,425
|
|
|
40,336
|
|
||||
Total loans
|
$
|
234,900
|
|
|
$
|
490,296
|
|
|
$
|
250,277
|
|
|
$
|
975,473
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Nonaccrual loans
|
$
|
7,444
|
|
|
$
|
17,177
|
|
|
$
|
33,127
|
|
|
$
|
44,549
|
|
|
$
|
20,564
|
|
Other real estate owned
|
25,970
|
|
|
36,952
|
|
|
31,125
|
|
|
23,578
|
|
|
11,061
|
|
|||||
Investment securities
|
733
|
|
|
599
|
|
|
698
|
|
|
825
|
|
|
—
|
|
|||||
Total nonperforming assets
|
$
|
34,147
|
|
|
$
|
54,728
|
|
|
$
|
64,950
|
|
|
$
|
68,952
|
|
|
$
|
31,625
|
|
Accruing loans past due 90 days or more
|
$
|
321
|
|
|
$
|
602
|
|
|
$
|
951
|
|
|
$
|
2,479
|
|
|
$
|
5,686
|
|
Restructured loans (accruing)
|
$
|
21,800
|
|
|
$
|
19,662
|
|
|
$
|
18,052
|
|
|
$
|
4,620
|
|
|
$
|
3,664
|
|
Interest income that would have been recorded on
nonaccrual loans if they had been current and accruing
|
$
|
475
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest that was recorded in the financial statements for
loans that were on nonaccrual status
|
$
|
137
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Balance at beginning of year
|
$
|
14,953
|
|
|
$
|
16,025
|
|
|
$
|
24,014
|
|
|
$
|
24,918
|
|
|
$
|
14,217
|
|
Charge offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial, financial and agricultural
|
(786
|
)
|
|
(2,534
|
)
|
|
(3,617
|
)
|
|
(4,605
|
)
|
|
(993
|
)
|
|||||
Real estate – nonresidential
|
(5,409
|
)
|
|
(7,381
|
)
|
|
(13,325
|
)
|
|
(42,133
|
)
|
|
(5,235
|
)
|
|||||
Real estate – residential
|
(1,191
|
)
|
|
(2,142
|
)
|
|
(1,854
|
)
|
|
(3,409
|
)
|
|
(1,968
|
)
|
|||||
Consumer
|
(754
|
)
|
|
(952
|
)
|
|
(859
|
)
|
|
(1,093
|
)
|
|
(1,510
|
)
|
|||||
Total
|
(8,140
|
)
|
|
(13,009
|
)
|
|
(19,655
|
)
|
|
(51,240
|
)
|
|
(9,706
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial, financial and agricultural
|
158
|
|
|
468
|
|
|
281
|
|
|
169
|
|
|
75
|
|
|||||
Real estate – nonresidential
|
1,391
|
|
|
1,413
|
|
|
1,798
|
|
|
174
|
|
|
135
|
|
|||||
Real estate – residential
|
403
|
|
|
144
|
|
|
121
|
|
|
47
|
|
|
67
|
|
|||||
Consumer
|
207
|
|
|
192
|
|
|
246
|
|
|
345
|
|
|
396
|
|
|||||
Total
|
2,159
|
|
|
2,217
|
|
|
2,446
|
|
|
735
|
|
|
673
|
|
|||||
Net charge-offs
|
(5,981
|
)
|
|
(10,792
|
)
|
|
(17,209
|
)
|
|
(50,505
|
)
|
|
(9,033
|
)
|
|||||
Provision for loan losses
|
8,520
|
|
|
9,720
|
|
|
9,220
|
|
|
49,601
|
|
|
19,734
|
|
|||||
Balance at end of year
|
$
|
17,492
|
|
|
$
|
14,953
|
|
|
$
|
16,025
|
|
|
$
|
24,014
|
|
|
$
|
24,918
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Charge-Offs To Average Loans
|
0.61
|
%
|
|
1.05
|
%
|
|
1.65
|
%
|
|
4.50
|
%
|
|
0.75
|
%
|
|
December 31
|
||||||||||||||||||
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Commercial, financial and agricultural
|
$
|
3,266
|
|
|
$
|
3,347
|
|
|
$
|
4,442
|
|
|
$
|
5,893
|
|
|
$
|
6,815
|
|
Non-residential real estate
|
10,774
|
|
|
8,204
|
|
|
6,705
|
|
|
13,375
|
|
|
13,129
|
|
|||||
Residential real estate
|
2,886
|
|
|
2,607
|
|
|
3,701
|
|
|
3,407
|
|
|
1,634
|
|
|||||
Consumer loans
|
566
|
|
|
795
|
|
|
1,177
|
|
|
1,339
|
|
|
3,340
|
|
|||||
Total loans
|
$
|
17,492
|
|
|
$
|
14,953
|
|
|
$
|
16,025
|
|
|
$
|
24,014
|
|
|
$
|
24,918
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
December 31
|
||||||||||||||||||
Allowance As A Percentage Of Loan Type
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Commercial, financial and agricultural
|
2.13
|
%
|
|
2.15
|
%
|
|
3.33
|
%
|
|
4.55
|
%
|
|
4.98
|
%
|
|||||
Non-residential real estate
|
1.98
|
|
|
1.43
|
|
|
1.04
|
|
|
2.08
|
|
|
1.76
|
|
|||||
Residential real estate
|
1.21
|
|
|
1.16
|
|
|
1.57
|
|
|
1.42
|
|
|
0.64
|
|
|||||
Consumer loans
|
1.40
|
|
|
1.86
|
|
|
2.63
|
|
|
2.97
|
|
|
8.65
|
|
|||||
Total loans
|
1.79
|
%
|
|
1.50
|
%
|
|
1.51
|
%
|
|
2.27
|
%
|
|
2.12
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Charge-Offs As A Percent Of Year End
|
December 31
|
||||||||||||||||||
Loans Outstanding, By Type
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Commercial, financial and agricultural
|
0.41
|
%
|
|
1.33
|
%
|
|
2.50
|
%
|
|
3.42
|
%
|
|
0.67
|
%
|
|||||
Non-residential real estate
|
0.74
|
|
|
1.04
|
|
|
1.78
|
|
|
6.52
|
|
|
0.68
|
|
|||||
Residential real estate
|
0.33
|
|
|
0.89
|
|
|
0.74
|
|
|
1.40
|
|
|
0.74
|
|
|||||
Consumer loans
|
1.36
|
|
|
1.78
|
|
|
1.37
|
|
|
1.66
|
|
|
2.89
|
|
|||||
Total loans
|
0.61
|
%
|
|
1.08
|
%
|
|
1.62
|
%
|
|
4.77
|
%
|
|
0.77
|
%
|
Three months or less
|
$
|
22,033
|
|
Over three months through six months
|
25,424
|
|
|
Over six months through twelve months
|
34,603
|
|
|
Over one year
|
96,363
|
|
|
Total
|
$
|
178,423
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Return on average assets
|
0.44
|
%
|
|
0.27
|
%
|
|
0.25
|
%
|
Return on average equity
|
6.12
|
|
|
4.00
|
|
|
3.74
|
|
Dividend payout ratio
|
7.41
|
|
|
14.29
|
|
|
2.41
|
|
Average equity to assets ratio
|
7.23
|
|
|
6.86
|
|
|
6.74
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Securities sold under agreements to repurchase
|
|
|
|
|
|
||||||
Outstanding at end of period
|
$
|
3,720
|
|
|
$
|
4,398
|
|
|
$
|
33,481
|
|
Maximum outstanding at any month-end during the period
|
5,225
|
|
|
27,082
|
|
|
41,897
|
|
|||
Average outstanding during the period
|
4,017
|
|
|
10,855
|
|
|
19,112
|
|
|||
Interest paid
|
21
|
|
|
36
|
|
|
66
|
|
|||
Weighted average rate during each period
|
0.53
|
%
|
|
0.33
|
%
|
|
0.35
|
%
|
•
|
The Company owns
$25.970 million
in foreclosed other real estate properties. The ability of the Company to dispose of other real estate without incurring severe losses depends on the strength of the economy and especially the strength and liquidity of the real estate market. If the economy remains weak, the Company may not be able to sell some properties. A lack of sales of properties may prompt further write-downs in their values as they become stagnant and less marketable. An inability to sell foreclosed properties also impacts liquidity through a lack of positive cash flows. If properties take longer than expected to sell or become difficult to market, expenses related to the maintenance of those properties may continue or possibly increase.
|
•
|
The credit quality of the loan portfolio depends on a strengthened economy, as the primary source of repayment for many loans is sales revenue. If the economy stagnates, then customers will have to turn to secondary sources of repayment which may be limited. This could lead to additional loan impairments and possible increases in loan charge-offs.
|
•
|
The Company has a
56%
concentration of commercial real estate loans in the loan portfolio. These loans are vulnerable to fluctuations and economic disruptions in the real estate-related sectors of the economy.
|
•
|
Within the commercial loan portfolio the Company has a group of asset-based loans, some of which are outside of the Company’s banking markets, representing
3.76%
of the Company’s loan portfolio. These loans are secured primarily by inventory and accounts receivable, are dependent on daily sales and accounts receivable collections, and require significant monitoring by the asset-based lending staff. Deterioration in economic conditions could significantly affect the collateral cash flows and result in impairments on these loans.
|
•
|
Deposits generally reprice faster than loans. If interest rates increase significantly the Company may be vulnerable to interest expenses rising faster than interest revenues.
|
•
|
Another effect of rising interest rates is that fixed income securities will decrease in value. This could limit the Company’s ability to raise cash through investment security sales without incurring losses.
|
•
|
Increased interest rates may also slow down mortgage origination volumes, as mortgages become less affordable, resulting in lower noninterest revenues from mortgage activities.
|
•
|
Shortly after the public announcement of the proposed merger with Renasant, the Company became aware of a threatened legal action on behalf of certain shareholders regarding the Company board of directors' fiduciary duties relating to the proposed merger. Unfavorable judgments, if such action was to actually be brought, or in any other ongoing litigation may result in additional expenses.
|
•
|
Natural disasters could interrupt the ability of the Company to conduct business and could restrict our customers’ ability to generate cash flows, causing loan losses and losses of revenues.
|
•
|
Unanticipated catastrophic events could result in unusual loss claims that would reduce or eliminate the profit sharing revenues of the insurance agencies. Such claims may also affect the availability of insurance products for certain classes of customers, thereby reducing commission revenues available to the agencies.
|
•
|
Unforeseen new competition from outside the traditional financial services industry could constrain the Company’s ability to price its products profitably.
|
•
|
Investments in the portfolio of the Company’s pension plan may not provide adequate returns to fund plan termination obligations, thus causing higher annual plan expenses and requiring additional contributions by the Company.
|
•
|
The Company’s stock is listed and traded on the NASDAQ Global Select Market. The Company depends on the liquidity of the NASDAQ Global Select Market to raise equity capital. If the market should fail to operate, the Company may be severely constrained in raising capital.
|
•
|
Due to its recent net operating losses and concentrations in real estate-related assets, the Company may not be able to raise capital on favorable terms. This could prevent the Company from being able to raise additional capital if needed for operating purposes or to repay its preferred stock.
|
•
|
The Company has analyst coverage, and therefore, downgrades in the Company’s prospects by an analyst may cause the Company’s stock price to fall and prevent the Company from being able to access the markets for additional capital.
|
•
|
The Company is subject to the regulations of the Commission, the Federal Reserve Board, the FDIC, the Mississippi Department of Banking and Consumer Finance, and the Mississippi Department of Insurance. New regulations issued by these agencies may adversely affect the Company’s ability to carry on its business activities.
|
•
|
The enactment of the Dodd-Frank Act in 2010 represented a significant overhaul of many aspects of the regulation of the financial services industry, and the implementation of and rulemaking under the Dodd-Frank Act through 2012 and in the future could result in higher compliance costs and lower revenues for the Company.
|
•
|
The Company is subject to Federal and state laws and regulations such as labor, tax and environmental laws and regulations. Changes in these laws and regulations may adversely affect the Company’s operations or result in unanticipated penalties or other costs.
|
•
|
The Company is subject to the accounting rules and regulations of the SEC and the Financial Accounting Standards Board. The Company may become subject to accounting rules that adversely affect the reported financial position or results of operations of the Company, or that require extraordinary efforts and additional costs to implement.
|
•
|
In 2010 the Company redeemed its $30 million in preferred stock issued under the Capital Purchase Program (CPP) with $30 million in preferred stock issued under the CDCI program. Participation in this program constrains the Company’s ability to raise dividends and repurchase equity securities and also places certain constraints on executive compensation arrangements. The new funding, which carries a 2% dividend rate, takes the place of the CPP funding which provided assurance that the Company can maintain its minimum regulatory capital ratios in the face of possible future credit-related losses. The Company will have to repay these funds by raising capital within the next six years to keep its dividend costs from increasing to 9% per annum.
|
•
|
The rules that govern the CDCI include restrictions on certain compensation to executive officers and a number of others in the Company. Among other things, these rules preclude golden parachute payments, include prohibitions on providing tax gross-ups and include bonus claw-back provisions. It is possible that compensation restrictions imposed by the CDCI and the American Reinvestment and Recovery Act of 2009 could impede our ability to attract and retain qualified executive officers.
|
•
|
Our participation in the CDCI limits our annual dividend to no more than $.04 per share as long as the CDCI preferred stock remains outstanding and up until the eighth anniversary date of its issuance. Beginning on the eighth anniversary date and as long as the CDCI preferred stock is outstanding, the Company may not pay a corporate dividend without the consent of the Treasury Department. Our ability to repurchase our common stock is also restricted.
|
•
|
The Company must be re-certified as a CDFI every three years by the Community Development Financial Institution Fund of the U.S. Treasury Department. In the event that the Company is not re-certified, and continues to be uncertified for 180 days, the dividend rate shall increase to 5%. If the Company continues to be uncertified for an additional 90 days, then the dividend rate shall increase to 9% until the Company becomes certified, at which time the dividend rate shall revert to its original 2% per annum.
|
•
|
As a condition to closing the proposed merger with Renasant, the Company's CDCI Preferred Shares must either be redeemed or repurchased by the Company or Renasant or exchanged for similar shares of Renasant stock. This condition includes the redemption, repurchase or exchange of the warrant issued to the United States Treasury Department for common stock of the Company. If the CDCI Preferred Shares and/or the warrant are not redeemed, repurchased or exchanged the proposed merger may be in jeopardy. If the proposed merger is not consummated as intended, the Company may suffer economic and reputational harm that could materially adversely affect the Company.
|
•
|
The Company has 20 years to generate net taxable earnings sufficient to absorb the Federal and state NOLs and approximately $663 thousand in available general tax credits. If the Company cannot generate sufficient taxable earnings, then the NOLs and tax credits will be lost.
|
•
|
Third party vendors provide certain key components of the Company's business infrastructure such as core banking applications, internet connections, network access and disaster recovery services. Any problems caused by these third parties, including those which result from their failure to provide services for any reason or their poor performance of services, could adversely affect the Company's ability to deliver products and services to its customers.
|
•
|
A disruption in the telecommunications network could interrupt the Company’s business for an unforeseeable amount of time in that it depends on these networks, which are outside of its control, to communicate information with its customers.
|
•
|
Hackers and others beyond the Company’s control could disrupt the Company’s information systems. The Company's computer systems and network infrastructure present security risks, and could be susceptible to hacking or identity theft, resulting in legal repercussions and reputational harm. Natural disasters, fires or electrical disasters could disrupt the Company’s information systems for an unforeseen time until its disaster recovery system could be initiated.
|
•
|
If the Company does not meet certain covenants related to capital ratios and asset quality, then it is considered technically in default unless it receives a waiver from the correspondent bank. If the Company were to technically default under the covenants and not receive the waiver then it would be subject to immediate repayment of the debt, potential regulatory scrutiny, the possible loss of financial reputation and negative financial repercussion arising from its inability to perform up to the level of the covenants.
|
•
|
On August 5, 2011, Standard & Poor's downgraded the United States long-term debt rating from its AAA rating to AA+. On August 8, 2011, Standard & Poor's downgraded the credit ratings of certain long-term debt instruments issued by Fannie Mae and Freddie Mac and other U.S. government agencies linked to long-term U.S. debt. Although these downgrades did not have a significant effect on the Company's operations, any future additional downgrades could have a significant effect on the value of the Company's U.S. government-related investments and on lending and other programs that are dependent on the credit standing of the U.S. government.
|
•
|
Upon completion of the merger, each share of Company common stock will be converted into merger consideration consisting of .6425 of a share of Renasant common stock. The market value of the merger consideration will vary from the closing price of Renasant common stock on the date we announced the merger, on the date that the proxy statement/prospectus is mailed to Company shareholders, on the date of the special meeting of the Company shareholders and on the date we complete the merger and thereafter. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. Many of these factors are beyond our control.
|
•
|
Any change in the market price of Renasant common stock prior to completion of the merger will affect the market value of the merger consideration that Company shareholders will receive upon completion of the merger, and there will be no adjustment to the merger consideration for changes in the market price of either shares of Renasant common stock or shares of Company common stock.
|
•
|
The success of the merger will depend, in part, on the resulting institution's ability to realize the anticipated benefits and cost savings from combining the businesses of Renasant and the Company. However, to realize these anticipated benefits and cost savings, the businesses of Renasant and the Company must be successfully combined. The anticipated benefits and cost savings of the merger may not be realized fully or at all or may take longer to realize than expected.
|
•
|
The Company has operated and, until the completion of the merger, will continue to operate, independently. It is possible that the integration process could result in the loss of key employees, the disruption of each company's ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. Integration efforts between the two companies will also divert management attention and resources and could result in deposit attrition or other adverse operational results. These integration matters could have an adverse effect on the Company during the pre-merger transition period and on the combined company following the merger.
|
•
|
Before the merger may be completed, various approvals or consents must be obtained from the Federal Reserve Board, the FDIC, and various domestic banking, securities, antitrust, and other regulatory authorities. These government entities may impose conditions on the completion of the merger or require changes to the terms of the merger. Such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on or limiting the revenues of the combined company following the merger, any of which might have an adverse effect on the combined company following the merger.
|
•
|
The Company will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement. If the merger is not completed, the Company would have to recognize these expenses without realizing the expected benefits of the merger.
|
•
|
The merger is subject to customary conditions to closing, including the receipt of required regulatory approvals and approvals of the Renasant and Company shareholders. If any condition to the merger is not satisfied or waived, to the extent permitted by law, the merger will not be completed. In addition, Renasant and the Company may terminate the merger agreement under certain circumstances, including but not limited to if the merger has not been completed on or before September 30, 2013 or if a tender, exchange or similar offer for 20% or more of the outstanding shares of the Company's common stock is commenced and the Company's board of directors recommends that its shareholders tender their shares or otherwise fails to recommend that their shareholders reject such offering. If Renasant and the Company do not complete the merger, the market price of the Company's common stock may decline to the extent that the current market prices of those shares reflect a market assumption that the merger will be completed. In addition, neither company would realize any of the expected benefits of having completed the merger. If the merger is not completed, additional risks could materialize, which could materially and adversely affect the business, financial results, financial condition and stock price of the Company.
|
•
|
The businesses of Renasant and the Company differ in important respects and, accordingly, the results of operations of the combined company and the market price of the combined company's shares of common stock may be affected by factors different from those currently affecting the independent results of operations of Renasant and the Company.
|
•
|
The merger agreement prohibits the Company from soliciting, initiating, endorsing or knowingly encouraging or facilitating certain alternative acquisition proposals with any third party, subject to exceptions set forth in the merger agreement. These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of the Company from considering or proposing such an acquisition. Additionally, the Company is limited in its ability to entertain or accept another offer from an entity that is superior to the offer of Renasant. In the event the Company were to accept such an alternative acquisition proposal, the Company could be required to pay a termination fee of up to $5.8 million, which could materially adversely affect the financial condition of the Company.
|
•
|
Upon completion of the merger, Company shareholders will become Renasant shareholders and their rights as shareholders will be governed by the Renasant articles of incorporation and the Renasant bylaws. The rights associated with Company common stock are different from the rights associated with Renasant common stock.
|
|
Quarterly Closing Common Stock
Price Ranges and Dividends Paid - Common
|
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
|
||||||||
2012:
|
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
5.36
|
|
|
$
|
5.24
|
|
|
$
|
7.49
|
|
|
$
|
8.99
|
|
|
Low
|
2.60
|
|
|
3.80
|
|
|
5.15
|
|
|
6.25
|
|
|
||||
Close
|
4.80
|
|
|
5.18
|
|
|
7.42
|
|
|
6.98
|
|
|
||||
Dividend
|
.01
|
|
|
.01
|
|
|
.01
|
|
|
.01
|
|
*
|
||||
|
|
|
|
|
|
|
|
|
||||||||
2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
High
|
$
|
4.48
|
|
|
$
|
4.34
|
|
|
$
|
4.14
|
|
|
$
|
3.00
|
|
|
Low
|
3.52
|
|
|
3.42
|
|
|
2.99
|
|
|
2.49
|
|
|
||||
Close
|
4.08
|
|
|
3.78
|
|
|
3.16
|
|
|
2.84
|
|
|
||||
Dividend
|
.01
|
|
|
.01
|
|
|
.01
|
|
|
.01
|
|
*
|
|
Common Stock and Dividend Performance
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
Price/earnings ratio
|
12.93x
|
|
|
10.14x
|
|
|
2.25x
|
|
|
—
|
|
|
141.00x
|
|
|||||
Price/book value ratio
|
0.65x
|
|
|
0.28x
|
|
|
0.38x
|
|
|
0.26x
|
|
|
0.56x
|
|
|||||
Book value/share
|
$
|
10.79
|
|
|
$
|
10.05
|
|
|
$
|
9.96
|
|
|
$
|
8.36
|
|
|
$
|
15.00
|
|
Dividend payout ratio
|
7.41
|
%
|
|
14.29
|
%
|
|
2.41
|
%
|
|
—
|
%
|
|
866.67
|
%
|
|||||
Historical dividend yield
|
1.41
|
%
|
|
1.07
|
%
|
|
1.81
|
%
|
|
1.89
|
%
|
|
3.29
|
%
|
|
Plan Name
|
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options, Warrants
and Rights
|
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
|
|
Number of Securities
Remaining Available
for Future Issuance
|
||||
Equity compensation plans approved by security holders
|
1999 Stock Option Plan
|
|
10,800
|
|
|
$
|
17.59
|
|
|
—
|
|
|
2005 Equity Incentive Plan
|
|
17,200
|
|
|
10.71
|
|
|
240,388
|
|
|
|
|
|
|
|
|
|
|
||||
Equity compensation plans not approved by security holders
|
None
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
|
28,000
|
|
|
$
|
13.36
|
|
|
240,388
|
|
|
12/07
|
|
|
12/08
|
|
|
12/09
|
|
|
12/10
|
|
|
12/11
|
|
|
12/12
|
|
First M&F Corporation
|
100.00
|
|
|
56.15
|
|
|
15.17
|
|
|
25.96
|
|
|
19.95
|
|
|
49.39
|
|
NASDAQ Composite
|
100.00
|
|
|
59.03
|
|
|
82.25
|
|
|
97.32
|
|
|
98.63
|
|
|
110.78
|
|
NASDAQ Bank
|
100.00
|
|
|
78.22
|
|
|
68.07
|
|
|
82.40
|
|
|
70.08
|
|
|
82.33
|
|
(Thousands, except per share data)
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
|
||||||||||
EARNINGS
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
62,922
|
|
|
$
|
68,715
|
|
|
$
|
71,692
|
|
|
$
|
78,833
|
|
|
$
|
93,288
|
|
|
Interest expense
|
11,529
|
|
|
16,851
|
|
|
23,891
|
|
|
31,239
|
|
|
41,292
|
|
|
|||||
Net interest income
|
51,393
|
|
|
51,864
|
|
|
47,801
|
|
|
47,594
|
|
|
51,996
|
|
|
|||||
Provision for loan losses
|
8,520
|
|
|
9,720
|
|
|
9,220
|
|
|
49,601
|
|
|
19,734
|
|
|
|||||
Noninterest income
|
22,798
|
|
|
21,574
|
|
|
20,521
|
|
|
19,970
|
|
|
21,131
|
|
|
|||||
Noninterest expense
|
56,278
|
|
|
58,334
|
|
|
54,490
|
|
|
95,872
|
|
|
54,284
|
|
|
|||||
Income taxes
|
2,408
|
|
|
1,011
|
|
|
602
|
|
|
(18,104
|
)
|
|
(1,436
|
)
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(6
|
)
|
|
19
|
|
|
|||||
Net income (loss)
|
$
|
6,985
|
|
|
$
|
4,373
|
|
|
$
|
4,011
|
|
|
$
|
(59,799
|
)
|
|
$
|
526
|
|
|
Net interest income, taxable equivalent
|
$
|
52,263
|
|
|
$
|
52,764
|
|
|
$
|
48,921
|
|
|
$
|
49,076
|
|
|
$
|
53,469
|
|
|
Cash dividends paid on common stock
|
$
|
380
|
|
|
$
|
368
|
|
|
$
|
366
|
|
|
$
|
1,466
|
|
|
$
|
4,772
|
|
|
Dividends paid and accretion on preferred stock
|
$
|
1,901
|
|
|
$
|
1,774
|
|
|
$
|
1,692
|
|
|
$
|
1,464
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
PER COMMON SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) – basic
|
$
|
0.54
|
|
|
$
|
0.28
|
|
|
$
|
1.66
|
|
|
$
|
(6.69
|
)
|
|
$
|
0.06
|
|
|
Cash dividends paid – common
|
.04
|
|
|
.04
|
|
|
.04
|
|
|
.16
|
|
|
.52
|
|
|
|||||
Book value – common
|
10.79
|
|
|
10.05
|
|
|
9.96
|
|
|
8.36
|
|
|
15.00
|
|
|
|||||
Closing stock price – common
|
6.98
|
|
|
2.84
|
|
|
3.74
|
|
|
2.21
|
|
|
8.46
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SELECTED AVERAGE BALANCES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
$
|
1,579,007
|
|
|
$
|
1,594,284
|
|
|
$
|
1,590,942
|
|
|
$
|
1,645,160
|
|
|
$
|
1,621,703
|
|
|
Earning assets, amortized cost
|
1,424,674
|
|
|
1,435,537
|
|
|
1,426,812
|
|
|
1,490,413
|
|
|
1,455,836
|
|
|
|||||
Loans held for investment
|
981,144
|
|
|
1,032,137
|
|
|
1,045,467
|
|
|
1,122,307
|
|
|
1,200,628
|
|
|
|||||
Investments, amortized cost
|
351,893
|
|
|
298,836
|
|
|
277,393
|
|
|
290,963
|
|
|
232,274
|
|
|
|||||
Total deposits
|
1,378,496
|
|
|
1,389,284
|
|
|
1,353,643
|
|
|
1,321,470
|
|
|
1,270,547
|
|
|
|||||
Equity
|
114,084
|
|
|
109,370
|
|
|
107,166
|
|
|
139,156
|
|
|
142,024
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SELECTED YEAR-END BALANCES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets
|
$
|
1,601,683
|
|
|
$
|
1,568,651
|
|
|
$
|
1,603,964
|
|
|
$
|
1,662,968
|
|
|
$
|
1,596,865
|
|
|
Earning assets, carrying value
|
1,449,362
|
|
|
1,407,578
|
|
|
1,440,420
|
|
|
1,507,966
|
|
|
1,427,344
|
|
|
|||||
Loans held for investment
|
975,473
|
|
|
996,340
|
|
|
1,060,146
|
|
|
1,058,340
|
|
|
1,176,595
|
|
|
|||||
Investments, carrying value
|
348,562
|
|
|
320,774
|
|
|
276,929
|
|
|
284,550
|
|
|
227,145
|
|
|
|||||
Total deposits
|
1,402,675
|
|
|
1,371,463
|
|
|
1,375,412
|
|
|
1,388,263
|
|
|
1,261,387
|
|
|
|||||
Equity
|
118,443
|
|
|
109,596
|
|
|
107,065
|
|
|
104,630
|
|
|
135,968
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
SELECTED RATIOS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Return on average assets
|
0.44
|
%
|
|
0.27
|
%
|
|
0.25
|
%
|
|
(3.63
|
)%
|
|
0.03
|
%
|
|
|||||
Return on average equity
|
6.12
|
|
|
4.00
|
|
|
3.74
|
|
|
(42.97
|
)
|
|
0.37
|
|
|
|||||
Average equity to average assets
|
7.23
|
|
|
6.86
|
|
|
6.74
|
|
|
8.46
|
|
|
8.76
|
|
|
|||||
Dividend payout ratio
|
7.41
|
|
|
14.29
|
|
|
2.41
|
|
|
—
|
|
|
866.67
|
|
|
|||||
Price to earnings
|
12.93x
|
|
|
10.14x
|
|
|
2.25x
|
|
|
—
|
|
|
141.00x
|
|
|
|||||
Price to book
|
0.65x
|
|
|
0.28x
|
|
|
0.38x
|
|
|
0.26x
|
|
|
0.56x
|
|
|
•
|
A significant weakening of the economy
|
•
|
A collapse of real estate values or the values of other assets that may serve as collateral on customers’ borrowings
|
•
|
Adverse changes in interest rates that could destabilize the Company’s net interest margins
|
•
|
An unanticipated inflationary spike or deflationary decline
|
•
|
A market crash or a highly volatile market
|
•
|
A loss of market liquidity for financial products
|
•
|
Unfavorable judgments in ongoing litigation
|
•
|
Technological disruptions or breaches
|
•
|
Unanticipated catastrophic events or natural disasters
|
•
|
Unforeseen new competition from outside the traditional financial services industry
|
•
|
The effect of changes in accounting principles pronounced by the Financial Accounting Standards Board and accounting policies, practices and disclosures as prescribed through regulations issued and enforced by the Securities and Exchange Commission and other regulatory agencies
|
•
|
Unanticipated changes in laws and regulations related to businesses that the Company is in or anticipates entering into or related to transactions that the Company engages in or anticipates engaging in
|
•
|
The results of the pending merger with Renasant may vary materially depending on the possibility that competing offers may be made, that various closing conditions may not be satisfied, or that the merger agreement may be terminated.
|
|
2012
|
|
2011
|
|
2010
|
|||
Net interest margin
|
3.67
|
%
|
|
3.68
|
%
|
|
3.43
|
%
|
Efficiency ratio
|
74.98
|
|
|
78.47
|
|
|
78.47
|
|
Return on assets
|
0.44
|
|
|
0.27
|
|
|
0.25
|
|
Return on equity
|
6.12
|
|
|
4.00
|
|
|
3.74
|
|
Noninterest income to avg. assets
|
1.44
|
|
|
1.35
|
|
|
1.29
|
|
Noninterest income to revenues (1)
|
30.37
|
|
|
29.02
|
|
|
29.55
|
|
Noninterest expense to avg. assets
|
3.56
|
|
|
3.66
|
|
|
3.43
|
|
Salaries and benefits to total noninterest expense
|
47.78
|
|
|
48.80
|
|
|
50.11
|
|
Nonaccrual loans to total loans
|
0.75
|
|
|
1.68
|
|
|
3.11
|
|
90 day past due loans to total loans
|
0.03
|
|
|
0.06
|
|
|
0.09
|
|
Net charge-offs as a percent of average loans held for investment
|
0.61
|
|
|
1.05
|
|
|
1.65
|
|
(1)
|
Revenues equal tax-equivalent net interest income before loan loss expense, plus noninterest income.
|
(
Dollars in thousands
)
|
2012
|
|
2011
|
|
2010
|
||||||
Mortgage originations
|
$
|
171,098
|
|
|
$
|
92,009
|
|
|
$
|
80,139
|
|
Treasury and electronic banking services revenues
|
105
|
|
|
98
|
|
|
100
|
|
|||
Trust and retail investment revenues
|
587
|
|
|
584
|
|
|
526
|
|
|||
Revenues per FTE employee
|
162
|
|
|
150
|
|
|
140
|
|
|||
Agency commissions per agency FTE employee (2)
|
92
|
|
|
93
|
|
|
99
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Service charge revenues
|
$
|
1,149
|
|
|
$
|
1,209
|
|
|
$
|
1,282
|
|
Debit/ATM card revenues
|
3,581
|
|
|
3,247
|
|
|
2,755
|
|
|||
Overdraft fee revenues
|
5,450
|
|
|
5,837
|
|
|
6,184
|
|
|||
Service charges on deposit accounts
|
$
|
10,180
|
|
|
$
|
10,293
|
|
|
$
|
10,221
|
|
(Dollars in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Non-interest income:
|
|
|
|
|
||||
Retail revenues
|
|
$
|
2,966
|
|
|
$
|
1,741
|
|
Selected non-interest expenses: (a)
|
|
|
|
|
||||
Recourse expenses
|
|
101
|
|
|
5
|
|
||
Closing and shipping expenses
|
|
902
|
|
|
499
|
|
||
Origination-related expenses
|
|
1,003
|
|
|
504
|
|
||
Revenues net of selected expenses
|
|
$
|
1,963
|
|
|
$
|
1,237
|
|
|
|
|
|
|
||||
Retail originations
|
|
$
|
98,597
|
|
|
$
|
73,162
|
|
Retail sales
|
|
$
|
97,635
|
|
|
$
|
63,566
|
|
|
|
|
|
|
||||
Adjusted net revenues / dollar sales
|
|
2.01
|
%
|
|
1.95
|
%
|
||
|
|
|
|
|
||||
Non-interest income:
|
|
|
|
|
||||
Wholesale revenues
|
|
$
|
2,338
|
|
|
$
|
80
|
|
Selected non-interest expenses: (a)
|
|
|
|
|
||||
Broker fees
|
|
1,361
|
|
|
232
|
|
||
Recourse expenses
|
|
130
|
|
|
—
|
|
||
Closing and shipping expenses
|
|
425
|
|
|
147
|
|
||
Origination-related expenses
|
|
1,916
|
|
|
379
|
|
||
Revenues net of selected expenses
|
|
$
|
422
|
|
|
$
|
(299
|
)
|
|
|
|
|
|
||||
Wholesale originations
|
|
$
|
72,501
|
|
|
$
|
18,744
|
|
Wholesale sales
|
|
$
|
70,582
|
|
|
$
|
8,256
|
|
|
|
|
|
|
||||
Adjusted net revenues / dollar sales
|
|
0.60
|
%
|
|
(3.62
|
)%
|
(Dollars in thousands)
|
|
Other-Than-Temporary Impairment
Charged Against Earnings
|
|
Other-Than-Temporary Impairment
Charged To (Reclassified From)
Other Comprehensive Income
|
||||||||||||||||||||||||||||
Name of Issuer
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||||||||||
Trapeza I 2002-1A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trapeza II 2003-2A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tpref Funding II
|
|
—
|
|
|
4
|
|
|
25
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
(25
|
)
|
|
—
|
|
||||||||
Trapeza V 2003-5A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
MM Community Funding IX
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
(25
|
)
|
|
$
|
—
|
|
(Dollars in thousands)
|
|
Other-Than-Temporary Impairment
Charged Against Earnings
|
|
Other-Than-Temporary Impairment
Charged To (Reclassified From)
Other Comprehensive Income
|
||||||||||||||||||||||||||||
Name of Issuer
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||||||||||
Trapeza I 2002-1A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trapeza II 2003-2A
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Tpref Funding II
|
|
69
|
|
|
—
|
|
|
5
|
|
|
50
|
|
|
(72
|
)
|
|
—
|
|
|
1
|
|
|
(49
|
)
|
||||||||
Trapeza V 2003-5A
|
|
224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
MM Community Funding IX
|
|
3
|
|
|
85
|
|
|
195
|
|
|
—
|
|
|
(18
|
)
|
|
(87
|
)
|
|
(73
|
)
|
|
—
|
|
||||||||
Total
|
|
$
|
296
|
|
|
$
|
85
|
|
|
$
|
200
|
|
|
$
|
50
|
|
|
$
|
(55
|
)
|
|
$
|
(87
|
)
|
|
$
|
(72
|
)
|
|
$
|
(49
|
)
|
(Dollars in thousands)
|
|
Other-Than-Temporary Impairment
Charged Against Earnings
|
|
Other-Than-Temporary Impairment
Charged To (Reclassified From)
Other Comprehensive Income
|
||||||||||||||||||||||||||||
Name of Issuer
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
|
1
st
Quarter
|
|
2
nd
Quarter
|
|
3
rd
Quarter
|
|
4
th
Quarter
|
||||||||||||||||
Trapeza I 2002-1A
|
|
$
|
101
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Trapeza II 2003-2A
|
|
—
|
|
|
53
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
39
|
|
|
—
|
|
||||||||
Tpref Funding II
|
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
||||||||
MM Community Funding IX
|
|
101
|
|
|
61
|
|
|
29
|
|
|
—
|
|
|
(86
|
)
|
|
(36
|
)
|
|
(10
|
)
|
|
—
|
|
||||||||
Total
|
|
$
|
202
|
|
|
$
|
164
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
70
|
|
|
$
|
(67
|
)
|
|
$
|
29
|
|
|
$
|
—
|
|
As of December 31, 2012
|
|||||||||||||||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Name of Issuer
|
|
Class
|
|
Book
Value
|
|
Fair
Value
|
|
UnrealizedLoss
|
|
Moody's Credit Rating
|
|
Number of Banks in Issuance
|
|
Deferrals and Defaults as a Percent of Collateral
|
|
Excess Subordination
|
|||||||||
Trapeza I 2002-1A
|
|
C1
|
|
$
|
474
|
|
|
$
|
167
|
|
|
$
|
307
|
|
|
C
|
|
17
|
|
|
46.39
|
%
|
|
0.00
|
%
|
Trapeza II 2003-2A
|
|
C1
|
|
989
|
|
|
267
|
|
|
722
|
|
|
Ca
|
|
32
|
|
|
33.49
|
|
|
0.00
|
|
|||
Tpref Funding II
|
|
B
|
|
684
|
|
|
212
|
|
|
472
|
|
|
Caa3
|
|
32
|
|
|
38.81
|
|
|
0.00
|
|
|||
Trapeza V 2003-5A
|
|
C1
|
|
609
|
|
|
164
|
|
|
445
|
|
|
Ca
|
|
40
|
|
|
30.65
|
|
|
0.00
|
|
|||
MM Community Funding IX
|
|
B1
|
|
352
|
|
|
136
|
|
|
216
|
|
|
Ca
|
|
29
|
|
|
39.29
|
|
|
0.00
|
|
|||
|
|
|
|
$
|
3,108
|
|
|
$
|
946
|
|
|
$
|
2,162
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2011
|
|||||||||||||||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Name of Issuer
|
|
Class
|
|
Book
Value
|
|
Fair
Value
|
|
UnrealizedLoss
|
|
Moody's Credit Rating
|
|
Number of Banks in Issuance
|
|
Deferrals and Defaults as a Percent of Collateral
|
|
Excess Subordination
|
|||||||||
Trapeza I 2002-1A
|
|
C1
|
|
$
|
474
|
|
|
$
|
91
|
|
|
$
|
383
|
|
|
C
|
|
22
|
|
|
43.33
|
%
|
|
0.00
|
%
|
Trapeza II 2003-2A
|
|
C1
|
|
989
|
|
|
273
|
|
|
716
|
|
|
Ca
|
|
36
|
|
|
30.41
|
|
|
0.00
|
|
|||
Tpref Funding II
|
|
B
|
|
713
|
|
|
220
|
|
|
493
|
|
|
Caa3
|
|
34
|
|
|
38.81
|
|
|
0.00
|
|
|||
Trapeza V 2003-5A
|
|
C1
|
|
609
|
|
|
115
|
|
|
494
|
|
|
Ca
|
|
42
|
|
|
35.45
|
|
|
0.00
|
|
|||
MM Community Funding IX
|
|
B1
|
|
352
|
|
|
120
|
|
|
232
|
|
|
Caa3
|
|
31
|
|
|
50.68
|
|
|
0.00
|
|
|||
|
|
|
|
$
|
3,137
|
|
|
$
|
819
|
|
|
$
|
2,318
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Agency profit-sharing revenues
|
$
|
142
|
|
|
$
|
257
|
|
|
$
|
234
|
|
Loan fees
|
433
|
|
|
384
|
|
|
387
|
|
|||
Gains on student loan sales
|
—
|
|
|
—
|
|
|
176
|
|
|||
All other income
|
1,442
|
|
|
1,823
|
|
|
1,068
|
|
|||
Other income
|
$
|
2,017
|
|
|
$
|
2,464
|
|
|
$
|
1,865
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Losses (gains) on sales of other real estate
|
$
|
726
|
|
|
$
|
781
|
|
|
$
|
(749
|
)
|
Write-downs of other real estate
|
3,534
|
|
|
5,093
|
|
|
2,323
|
|
|||
Other real estate expenses
|
1,072
|
|
|
1,816
|
|
|
1,686
|
|
|||
Rental income on other real estate properties
|
(146
|
)
|
|
(339
|
)
|
|
(314
|
)
|
|||
Total foreclosed property expenses
|
$
|
5,186
|
|
|
$
|
7,351
|
|
|
$
|
2,946
|
|
|
2012
|
||||||||||||||
(Dollars in thousands)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Interest income
|
$
|
16,205
|
|
|
$
|
15,906
|
|
|
$
|
15,625
|
|
|
$
|
15,186
|
|
Interest expense
|
3,241
|
|
|
2,990
|
|
|
2,753
|
|
|
2,545
|
|
||||
Net interest income
|
12,964
|
|
|
12,916
|
|
|
12,872
|
|
|
12,641
|
|
||||
Provision for loan losses
|
2,280
|
|
|
2,280
|
|
|
1,980
|
|
|
1,980
|
|
||||
Noninterest income
|
5,421
|
|
|
6,035
|
|
|
5,607
|
|
|
5,735
|
|
||||
Noninterest expense
|
13,986
|
|
|
14,319
|
|
|
14,060
|
|
|
13,913
|
|
||||
Net income before taxes
|
2,119
|
|
|
2,352
|
|
|
2,439
|
|
|
2,483
|
|
||||
Income taxes
|
512
|
|
|
599
|
|
|
645
|
|
|
652
|
|
||||
Net income
|
$
|
1,607
|
|
|
$
|
1,753
|
|
|
$
|
1,794
|
|
|
$
|
1,831
|
|
|
|
|
|
|
|
|
|
||||||||
Net income allocated to common shareholders
|
$
|
1,139
|
|
|
$
|
1,226
|
|
|
$
|
1,264
|
|
|
$
|
1,290
|
|
|
|
|
|
|
|
|
|
||||||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income - basic
|
$
|
.12
|
|
|
$
|
.14
|
|
|
$
|
.14
|
|
|
$
|
.14
|
|
Net income - diluted
|
$
|
.12
|
|
|
$
|
.14
|
|
|
$
|
.14
|
|
|
$
|
.14
|
|
Cash dividends
|
$
|
.01
|
|
|
$
|
.01
|
|
|
$
|
.01
|
|
|
$
|
.01
|
|
|
2011
|
||||||||||||||
(Dollars in thousands)
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Interest income
|
$
|
17,569
|
|
|
$
|
17,602
|
|
|
$
|
17,239
|
|
|
$
|
16,305
|
|
Interest expense
|
4,844
|
|
|
4,331
|
|
|
4,014
|
|
|
3,662
|
|
||||
Net interest income
|
12,725
|
|
|
13,271
|
|
|
13,225
|
|
|
12,643
|
|
||||
Provision for loan losses
|
2,580
|
|
|
2,280
|
|
|
2,580
|
|
|
2,280
|
|
||||
Noninterest income
|
5,731
|
|
|
4,712
|
|
|
5,219
|
|
|
5,912
|
|
||||
Noninterest expense
|
14,811
|
|
|
14,303
|
|
|
14,143
|
|
|
15,077
|
|
||||
Net income before taxes
|
1,065
|
|
|
1,400
|
|
|
1,721
|
|
|
1,198
|
|
||||
Income taxes
|
115
|
|
|
294
|
|
|
391
|
|
|
211
|
|
||||
Net income
|
$
|
950
|
|
|
$
|
1,106
|
|
|
$
|
1,330
|
|
|
$
|
987
|
|
|
|
|
|
|
|
|
|
||||||||
Net income allocated to common shareholders
|
$
|
515
|
|
|
$
|
661
|
|
|
$
|
878
|
|
|
$
|
530
|
|
|
|
|
|
|
|
|
|
||||||||
Per common share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income - basic
|
$
|
.06
|
|
|
$
|
.07
|
|
|
$
|
.10
|
|
|
$
|
.05
|
|
Net income - diluted
|
$
|
.06
|
|
|
$
|
.07
|
|
|
$
|
.10
|
|
|
$
|
.05
|
|
Cash dividends
|
$
|
.01
|
|
|
$
|
.01
|
|
|
$
|
.01
|
|
|
$
|
.01
|
|
|
|
Year to Date Net Change
|
||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
||||
Cash and due from banks
|
|
$
|
14,835
|
|
|
$
|
(5,123
|
)
|
Interest-bearing bank balances and Federal funds sold
|
|
39,922
|
|
|
(32,712
|
)
|
||
Securities available for sale
|
|
27,788
|
|
|
43,845
|
|
||
Loans held for sale
|
|
(5,059
|
)
|
|
19,831
|
|
||
Loans held for investment
|
|
(20,867
|
)
|
|
(63,806
|
)
|
||
Allowance for loan losses
|
|
(2,539
|
)
|
|
1,072
|
|
||
Other real estate
|
|
(10,982
|
)
|
|
5,827
|
|
||
Other assets
|
|
(10,066
|
)
|
|
(4,247
|
)
|
||
Total assets
|
|
$
|
33,032
|
|
|
$
|
(35,313
|
)
|
Total deposits
|
|
31,212
|
|
|
(3,949
|
)
|
||
Total borrowings
|
|
(7,672
|
)
|
|
(36,498
|
)
|
||
Other liabilities
|
|
645
|
|
|
2,603
|
|
||
Stockholders’ equity
|
|
8,847
|
|
|
2,531
|
|
||
Total liabilities and equity
|
|
$
|
33,032
|
|
|
$
|
(35,313
|
)
|
(Dollars in thousands)
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Commercial real estate
|
$
|
542,859
|
|
|
$
|
574,505
|
|
|
$
|
646,731
|
|
Residential real estate
|
200,992
|
|
|
186,815
|
|
|
195,184
|
|
|||
Home equity lines
|
37,736
|
|
|
37,024
|
|
|
40,305
|
|
|||
Commercial, financial and agricultural
|
116,871
|
|
|
117,790
|
|
|
105,094
|
|
|||
Asset-based loans
|
36,679
|
|
|
37,540
|
|
|
28,132
|
|
|||
Consumer
|
40,336
|
|
|
42,666
|
|
|
44,700
|
|
|||
Total
|
$
|
975,473
|
|
|
$
|
996,340
|
|
|
$
|
1,060,146
|
|
|
|
|
|
|
|
||||||
Mortgages held for sale
|
$
|
21,014
|
|
|
$
|
26,073
|
|
|
$
|
6,242
|
|
|
Core Customers
Increase (Decrease)
|
|
Public Funds
Increase (Decrease)
|
|
Total Deposits
Increase (Decrease)
|
|||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Noninterest-bearing
|
$
|
42,512
|
|
|
18.93
|
%
|
|
$
|
2,065
|
|
|
29.00
|
%
|
|
$
|
44,577
|
|
|
19.24
|
%
|
NOW
|
15,497
|
|
|
6.90
|
|
|
17,708
|
|
|
10.69
|
|
|
33,205
|
|
|
8.51
|
|
|||
MMDA
|
15,317
|
|
|
8.59
|
|
|
925
|
|
|
4.75
|
|
|
16,242
|
|
|
8.21
|
|
|||
Savings
|
(1,484
|
)
|
|
(1.24
|
)
|
|
(86
|
)
|
|
(25.60
|
)
|
|
(1,570
|
)
|
|
(1.31
|
)
|
|||
Customer CDs
|
(57,524
|
)
|
|
(14.34
|
)
|
|
(3,144
|
)
|
|
(21.96
|
)
|
|
(60,668
|
)
|
|
(14.61
|
)
|
|||
Brokered CDs
|
252
|
|
|
2.34
|
|
|
(826
|
)
|
|
(14.28
|
)
|
|
(574
|
)
|
|
(3.46
|
)
|
|||
Total
|
$
|
14,570
|
|
|
1.26
|
%
|
|
$
|
16,642
|
|
|
7.82
|
%
|
|
$
|
31,212
|
|
|
2.28
|
%
|
(Dollars in thousands)
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Noninterest-bearing demand
|
$
|
276,295
|
|
|
$
|
231,718
|
|
|
$
|
212,199
|
|
NOW deposits
|
423,461
|
|
|
390,256
|
|
|
364,209
|
|
|||
Money market deposits
|
214,091
|
|
|
197,849
|
|
|
166,455
|
|
|||
Savings deposits
|
118,123
|
|
|
119,693
|
|
|
114,769
|
|
|||
Certificates of deposit
|
354,712
|
|
|
415,380
|
|
|
502,772
|
|
|||
Brokered certificates of deposit
|
15,993
|
|
|
16,567
|
|
|
15,008
|
|
|||
Total
|
$
|
1,402,675
|
|
|
$
|
1,371,463
|
|
|
$
|
1,375,412
|
|
(Dollars in thousands)
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2010
|
||||||
Noninterest-bearing demand
|
$
|
9,186
|
|
|
$
|
7,121
|
|
|
$
|
6,174
|
|
NOW deposits
|
183,419
|
|
|
165,711
|
|
|
143,781
|
|
|||
Money market deposits
|
20,403
|
|
|
19,478
|
|
|
13,814
|
|
|||
Savings deposits
|
250
|
|
|
336
|
|
|
335
|
|
|||
Certificates of deposit
|
11,171
|
|
|
14,315
|
|
|
21,076
|
|
|||
Brokered certificates of deposit
|
4,957
|
|
|
5,783
|
|
|
5,610
|
|
|||
Total
|
$
|
229,386
|
|
|
$
|
212,744
|
|
|
$
|
190,790
|
|
(Dollars in thousands)
|
|
12/31/12
|
|
12/31/11
|
|
12/31/10
|
|
12/31/09
|
||||||||
Construction and land development:
|
|
|
|
|
|
|
|
|
||||||||
Total number
|
|
2
|
|
|
10
|
|
|
22
|
|
|
54
|
|
||||
Total balance
|
|
$
|
817
|
|
|
$
|
4,398
|
|
|
$
|
13,993
|
|
|
$
|
25,655
|
|
Number, $500 thousand or more
|
|
1
|
|
|
3
|
|
|
7
|
|
|
13
|
|
||||
Balance, $500 thousand or more
|
|
$
|
600
|
|
|
$
|
2,989
|
|
|
$
|
10,553
|
|
|
$
|
19,297
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other commercial real estate:
|
|
|
|
|
|
|
|
|
||||||||
Total number
|
|
12
|
|
|
14
|
|
|
26
|
|
|
18
|
|
||||
Total balance
|
|
$
|
4,244
|
|
|
$
|
9,937
|
|
|
$
|
13,027
|
|
|
$
|
9,789
|
|
Number, $500 thousand or more
|
|
1
|
|
|
4
|
|
|
6
|
|
|
2
|
|
||||
Balance, $500 thousand or more
|
|
$
|
2,322
|
|
|
$
|
8,185
|
|
|
$
|
10,152
|
|
|
$
|
3,496
|
|
|
|
|
|
|
|
|
|
|
||||||||
1-4 family residential:
|
|
|
|
|
|
|
|
|
||||||||
Total number
|
|
21
|
|
|
28
|
|
|
40
|
|
|
57
|
|
||||
Total balance
|
|
$
|
1,596
|
|
|
$
|
1,896
|
|
|
$
|
3,863
|
|
|
$
|
4,490
|
|
Number, $500 thousand or more
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Balance, $500 thousand or more
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
941
|
|
|
$
|
1,024
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total real estate:
|
|
|
|
|
|
|
|
|
||||||||
Total number
|
|
35
|
|
|
52
|
|
|
88
|
|
|
129
|
|
||||
Total balance
|
|
$
|
6,657
|
|
|
$
|
16,231
|
|
|
$
|
30,883
|
|
|
$
|
39,934
|
|
Number, $500 thousand or more
|
|
2
|
|
|
7
|
|
|
14
|
|
|
16
|
|
||||
Balance, $500 thousand or more
|
|
$
|
2,922
|
|
|
$
|
11,174
|
|
|
$
|
21,646
|
|
|
$
|
23,817
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial, financial & agricultural:
|
|
|
|
|
|
|
|
|
||||||||
Total number
|
|
14
|
|
|
17
|
|
|
23
|
|
|
33
|
|
||||
Total balance
|
|
$
|
775
|
|
|
$
|
913
|
|
|
$
|
2,151
|
|
|
$
|
4,459
|
|
Number, $500 thousand or more
|
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
||||
Balance, $500 thousand or more
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
784
|
|
|
$
|
2,411
|
|
|
|
|
|
|
|
|
|
|
||||||||
Consumer:
|
|
|
|
|
|
|
|
|
||||||||
Total number
|
|
3
|
|
|
5
|
|
|
10
|
|
|
10
|
|
||||
Total balance
|
|
$
|
12
|
|
|
$
|
33
|
|
|
$
|
93
|
|
|
$
|
156
|
|
Number, $500 thousand or more
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance, $500 thousand or more
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total portfolio:
|
|
|
|
|
|
|
|
|
||||||||
Total number
|
|
52
|
|
|
74
|
|
|
121
|
|
|
172
|
|
||||
Total balance
|
|
$
|
7,444
|
|
|
$
|
17,177
|
|
|
$
|
33,127
|
|
|
$
|
44,549
|
|
Number, $500 thousand or more
|
|
2
|
|
|
7
|
|
|
15
|
|
|
18
|
|
||||
Balance, $500 thousand or more
|
|
$
|
2,922
|
|
|
$
|
11,174
|
|
|
$
|
22,430
|
|
|
$
|
26,228
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
(Dollars in thousands)
|
Loan
Balance
|
|
Impairment
Allowance
|
|
Loan
Balance
|
|
Impairment
Allowance
|
||||||||
Nonaccrual loans
|
$
|
817
|
|
|
$
|
—
|
|
|
$
|
4,398
|
|
|
$
|
400
|
|
Accruing loans with an allowance
|
3,435
|
|
|
2,036
|
|
|
7,155
|
|
|
1,350
|
|
||||
Accruing loans without an allowance
|
6,086
|
|
|
—
|
|
|
6,606
|
|
|
—
|
|
||||
Total
|
$
|
10,338
|
|
|
$
|
2,036
|
|
|
$
|
18,159
|
|
|
$
|
1,750
|
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
(Dollars in thousands)
|
Loan
Balance
|
|
Impairment
Allowance
|
|
Loan
Balance
|
|
Impairment
Allowance
|
||||||||
Nonaccrual loans
|
$
|
4,244
|
|
|
$
|
443
|
|
|
$
|
9,937
|
|
|
$
|
477
|
|
Accruing loans with an allowance
|
11,711
|
|
|
1,978
|
|
|
4,495
|
|
|
417
|
|
||||
Accruing loans without an allowance
|
25,967
|
|
|
—
|
|
|
26,338
|
|
|
—
|
|
||||
Total
|
$
|
41,922
|
|
|
$
|
2,421
|
|
|
$
|
40,770
|
|
|
$
|
894
|
|
(Dollars in thousands)
|
Outstanding
Balances
|
|
Past Due
30 - 89
Days
And Still
Accruing
|
|
Past Due
90 Days
Or More
And Still
Accruing
|
|
Nonaccrual
|
|
Year-To-
Date Net
Charge-Offs
|
||||||||||
Construction and development loans:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
12/31/2012
|
$
|
58,745
|
|
|
$
|
395
|
|
|
$
|
—
|
|
|
$
|
817
|
|
|
$
|
1,117
|
|
9/30/2012
|
57,613
|
|
|
166
|
|
|
—
|
|
|
1,465
|
|
|
840
|
|
|||||
6/30/2012
|
67,814
|
|
|
325
|
|
|
—
|
|
|
1,373
|
|
|
918
|
|
|||||
3/31/2012
|
70,087
|
|
|
254
|
|
|
23
|
|
|
4,519
|
|
|
(263
|
)
|
|||||
12/31/2011
|
69,325
|
|
|
603
|
|
|
72
|
|
|
4,398
|
|
|
1,970
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans secured by 1-4 family properties:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
12/31/2012
|
$
|
238,728
|
|
|
$
|
1,962
|
|
|
$
|
168
|
|
|
$
|
1,596
|
|
|
$
|
788
|
|
9/30/2012
|
234,825
|
|
|
2,275
|
|
|
77
|
|
|
1,467
|
|
|
241
|
|
|||||
6/30/2012
|
226,110
|
|
|
2,232
|
|
|
81
|
|
|
1,864
|
|
|
241
|
|
|||||
3/31/2012
|
224,989
|
|
|
2,810
|
|
|
87
|
|
|
2,352
|
|
|
(81
|
)
|
|||||
12/31/2011
|
223,839
|
|
|
3,288
|
|
|
174
|
|
|
1,896
|
|
|
1,998
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial real estate-secured loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
12/31/2012
|
$
|
484,114
|
|
|
$
|
1,549
|
|
|
$
|
66
|
|
|
$
|
4,244
|
|
|
$
|
2,901
|
|
9/30/2012
|
496,862
|
|
|
15,569
|
|
|
172
|
|
|
2,658
|
|
|
2,522
|
|
|||||
6/30/2012
|
499,370
|
|
|
1,177
|
|
|
1,368
|
|
|
2,557
|
|
|
2,443
|
|
|||||
3/31/2012
|
498,724
|
|
|
3,061
|
|
|
75
|
|
|
7,125
|
|
|
1,239
|
|
|||||
12/31/2011
|
505,180
|
|
|
2,952
|
|
|
279
|
|
|
9,937
|
|
|
3,998
|
|
(
Dollars in thousands
)
|
December 31,
2012 |
|
December 31,
2011 |
|
December 31,
2010 |
||||||
Nonaccrual loans
|
$
|
7,444
|
|
|
$
|
17,177
|
|
|
$
|
33,127
|
|
Other real estate
|
25,970
|
|
|
36,952
|
|
|
31,125
|
|
|||
Investment securities
|
733
|
|
|
599
|
|
|
698
|
|
|||
Total non-performing assets
|
$
|
34,147
|
|
|
$
|
54,728
|
|
|
$
|
64,950
|
|
|
|
|
|
|
|
||||||
Past due 90 days or more and still accruing interest
|
$
|
321
|
|
|
$
|
602
|
|
|
$
|
951
|
|
Restructured loans (accruing)
|
21,800
|
|
|
19,662
|
|
|
18,052
|
|
|||
|
|
|
|
|
|
||||||
Ratios:
|
|
|
|
|
|
|
|
|
|||
Nonaccrual loans to loans
|
.75
|
%
|
|
1.68
|
%
|
|
3.11
|
%
|
|||
Past due 90 day loans to loans
|
.03
|
%
|
|
.06
|
%
|
|
.09
|
%
|
|||
Non-performing credit assets to loans and other real estate
|
3.27
|
%
|
|
5.11
|
%
|
|
5.85
|
%
|
|||
Non-performing assets to assets
|
2.13
|
%
|
|
3.49
|
%
|
|
4.05
|
%
|
(Dollars in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Balance at beginning of period
|
|
$
|
36,952
|
|
|
$
|
31,125
|
|
Foreclosures
|
|
5,330
|
|
|
20,870
|
|
||
Third-party lien pay-offs
|
|
—
|
|
|
448
|
|
||
Improvements
|
|
332
|
|
|
77
|
|
||
Write downs
|
|
(3,534
|
)
|
|
(5,093
|
)
|
||
Properties sold
|
|
(13,110
|
)
|
|
(10,510
|
)
|
||
Transfers of fixed assets to ORE
|
|
—
|
|
|
139
|
|
||
Transfers of ORE to fixed assets
|
|
—
|
|
|
(104
|
)
|
||
Balance at end of period
|
|
$
|
25,970
|
|
|
$
|
36,952
|
|
(
Dollars
i
n thousands
)
|
December 31,
2012 |
|
December 31,
2011 |
||||
Construction and land development
|
$
|
19,189
|
|
|
$
|
22,773
|
|
Farmland
|
2,263
|
|
|
2,618
|
|
||
1-4 family residential
|
326
|
|
|
2,136
|
|
||
Five plus residential
|
864
|
|
|
950
|
|
||
Nonfarm nonresidential
|
3,328
|
|
|
8,475
|
|
||
|
$
|
25,970
|
|
|
$
|
36,952
|
|
(Dollars in thousands)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||
Tier 1 capital
|
|
$
|
140,471
|
|
|
$
|
126,810
|
|
Total risk-based capital
|
|
155,088
|
|
|
141,434
|
|
||
Risk-weighted assets
|
|
1,166,489
|
|
|
1,169,553
|
|
||
|
|
|
|
|
||||
Risk-based ratios:
|
|
|
|
|
||||
Tier 1 capital
|
|
12.04
|
%
|
|
10.84
|
%
|
||
Total risk-based capital
|
|
13.30
|
%
|
|
12.09
|
%
|
||
Tier 1 leverage
|
|
8.91
|
%
|
|
8.17
|
%
|
||
|
|
|
|
|
||||
Total capital to assets ratio
|
|
7.39
|
%
|
|
6.99
|
%
|
(Dollars in thousands)
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less
Than 1
Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More
Than 5
Years
|
||||||||||
Time deposits
|
$
|
370,705
|
|
|
$
|
183,354
|
|
|
$
|
172,911
|
|
|
$
|
10,004
|
|
|
$
|
4,436
|
|
Short-term borrowings
|
3,720
|
|
|
3,720
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other borrowings
|
36,007
|
|
|
22,280
|
|
|
4,606
|
|
|
8,526
|
|
|
595
|
|
|||||
Junior subordinated debentures
|
30,928
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,928
|
|
|||||
Capital lease obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
|
1,259
|
|
|
403
|
|
|
548
|
|
|
284
|
|
|
24
|
|
|||||
Purchase obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total
|
$
|
442,619
|
|
|
$
|
209,757
|
|
|
$
|
178,065
|
|
|
$
|
18,814
|
|
|
$
|
35,983
|
|
(1)
|
Allowance for loan losses
|
(2)
|
Fair value
|
(3)
|
Contingent liabilities
|
(4)
|
Income taxes
|
Rate Sensitivity Gap Report
|
|||||||||||||||
As of December 31, 2012
|
|||||||||||||||
(Dollars in thousands)
|
0-12 months
|
|
1-5 years
|
|
Over 5 years
|
|
Total
|
||||||||
Short-term funds
|
$
|
102,813
|
|
|
$
|
1,500
|
|
|
$
|
—
|
|
|
$
|
104,313
|
|
Investments
|
92,362
|
|
|
178,715
|
|
|
77,485
|
|
|
348,562
|
|
||||
Loans
|
508,547
|
|
|
432,772
|
|
|
55,168
|
|
|
996,487
|
|
||||
Total earning assets
|
$
|
703,722
|
|
|
$
|
612,987
|
|
|
$
|
132,653
|
|
|
$
|
1,449,362
|
|
|
|
|
|
|
|
|
|
||||||||
NOW, MMDA & savings deposits
|
$
|
449,053
|
|
|
$
|
35,785
|
|
|
$
|
270,837
|
|
|
$
|
755,675
|
|
Time deposits
|
183,359
|
|
|
182,914
|
|
|
4,432
|
|
|
370,705
|
|
||||
Short-term borrowings
|
3,720
|
|
|
—
|
|
|
—
|
|
|
3,720
|
|
||||
Other borrowings
|
55,125
|
|
|
11,222
|
|
|
588
|
|
|
66,935
|
|
||||
Interest rate swap
|
(30,000
|
)
|
|
—
|
|
|
30,000
|
|
|
—
|
|
||||
Total int. bearing liabilities
|
$
|
661,257
|
|
|
$
|
229,921
|
|
|
$
|
305,857
|
|
|
$
|
1,197,035
|
|
|
|
|
|
|
|
|
|
||||||||
Rate sensitive gap
|
$
|
42,465
|
|
|
$
|
383,066
|
|
|
$
|
(173,204
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cumulative gap
|
$
|
42,465
|
|
|
$
|
425,531
|
|
|
$
|
252,327
|
|
|
|
|
|
Cumulative % of assets
|
2.65
|
%
|
|
26.57
|
%
|
|
15.75
|
%
|
|
|
|
/s/ Hugh S. Potts, Jr.
|
|
/s/ John G. Copeland
|
Hugh S. Potts, Jr.
|
|
John G. Copeland
|
Chairman and Chief Executive Officer
|
|
EVP and Chief Financial Officer
|
|
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
|
||||
Cash and due from banks
|
|
$
|
54,811
|
|
|
$
|
39,976
|
|
Interest-bearing bank balances
|
|
94,313
|
|
|
39,391
|
|
||
Federal funds sold
|
|
10,000
|
|
|
25,000
|
|
||
Securities available for sale, amortized cost of $341,273 and $315,890
|
|
348,562
|
|
|
320,774
|
|
||
Loans held for sale
|
|
21,014
|
|
|
26,073
|
|
||
Loans, net of unearned income
|
|
975,473
|
|
|
996,340
|
|
||
Allowance for loan losses
|
|
(17,492
|
)
|
|
(14,953
|
)
|
||
Net loans
|
|
957,981
|
|
|
981,387
|
|
||
Bank premises and equipment
|
|
37,264
|
|
|
37,989
|
|
||
Accrued interest receivable
|
|
5,683
|
|
|
6,122
|
|
||
Other real estate
|
|
25,970
|
|
|
36,952
|
|
||
Other intangible assets
|
|
4,159
|
|
|
4,586
|
|
||
Bank owned life insurance
|
|
23,222
|
|
|
22,477
|
|
||
Other assets
|
|
18,704
|
|
|
27,924
|
|
||
|
|
$
|
1,601,683
|
|
|
$
|
1,568,651
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
|
||
Liabilities:
|
|
|
|
|
|
|
||
Noninterest-bearing deposits
|
|
$
|
276,295
|
|
|
$
|
231,718
|
|
Interest-bearing deposits
|
|
1,126,380
|
|
|
1,139,745
|
|
||
Total deposits
|
|
1,402,675
|
|
|
1,371,463
|
|
||
Federal funds purchased and repurchase agreements
|
|
3,720
|
|
|
4,398
|
|
||
Other borrowings
|
|
36,007
|
|
|
43,001
|
|
||
Junior subordinated debt
|
|
30,928
|
|
|
30,928
|
|
||
Accrued interest payable
|
|
661
|
|
|
1,023
|
|
||
Other liabilities
|
|
9,249
|
|
|
8,242
|
|
||
Total liabilities
|
|
1,483,240
|
|
|
1,459,055
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
|
||
Preferred stock; 2,000,000 shares authorized; 30,000 shares issued and outstanding
|
|
18,865
|
|
|
17,564
|
|
||
Common stock of $5.00 par value; 50,000,000 shares authorized: 9,230,799 and 9,154,936 shares
issued and outstanding
|
|
46,154
|
|
|
45,775
|
|
||
Additional paid-in capital
|
|
32,469
|
|
|
31,895
|
|
||
Nonvested restricted stock awards
|
|
244
|
|
|
674
|
|
||
Retained earnings
|
|
19,180
|
|
|
14,456
|
|
||
Accumulated other comprehensive income (loss)
|
|
1,531
|
|
|
(768
|
)
|
||
Total equity
|
|
118,443
|
|
|
109,596
|
|
||
|
|
$
|
1,601,683
|
|
|
$
|
1,568,651
|
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Interest and fees on loans
|
|
$
|
55,005
|
|
|
$
|
60,201
|
|
|
$
|
62,070
|
|
Interest on loans held for sale
|
|
767
|
|
|
275
|
|
|
232
|
|
|||
Taxable investments
|
|
5,682
|
|
|
6,745
|
|
|
7,616
|
|
|||
Tax-exempt investments
|
|
1,292
|
|
|
1,252
|
|
|
1,549
|
|
|||
Federal funds sold
|
|
30
|
|
|
63
|
|
|
82
|
|
|||
Interest bearing bank balances
|
|
146
|
|
|
179
|
|
|
143
|
|
|||
Total interest income
|
|
62,922
|
|
|
68,715
|
|
|
71,692
|
|
|||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|||
Deposits
|
|
8,627
|
|
|
13,501
|
|
|
18,809
|
|
|||
Federal funds purchased and repurchase agreements
|
|
21
|
|
|
36
|
|
|
66
|
|
|||
Other borrowings
|
|
1,704
|
|
|
1,979
|
|
|
3,024
|
|
|||
Junior subordinated debt
|
|
1,177
|
|
|
1,335
|
|
|
1,992
|
|
|||
Total interest expense
|
|
11,529
|
|
|
16,851
|
|
|
23,891
|
|
|||
Net interest income
|
|
51,393
|
|
|
51,864
|
|
|
47,801
|
|
|||
Provision for loan losses
|
|
8,520
|
|
|
9,720
|
|
|
9,220
|
|
|||
Net interest income after provision for loan losses
|
|
42,873
|
|
|
42,144
|
|
|
38,581
|
|
|||
Noninterest income:
|
|
|
|
|
|
|
|
|
|
|||
Deposit account income
|
|
10,180
|
|
|
10,293
|
|
|
10,221
|
|
|||
Mortgage banking income
|
|
5,304
|
|
|
1,821
|
|
|
1,581
|
|
|||
Agency commission income
|
|
3,486
|
|
|
3,636
|
|
|
3,809
|
|
|||
Trust and brokerage income
|
|
587
|
|
|
584
|
|
|
526
|
|
|||
Bank owned life insurance income
|
|
696
|
|
|
638
|
|
|
667
|
|
|||
Other income
|
|
2,017
|
|
|
2,464
|
|
|
1,865
|
|
|||
Securities gains, net
|
|
557
|
|
|
2,769
|
|
|
2,255
|
|
|||
Total investment other-than-temporary impairment losses
|
|
(8
|
)
|
|
(368
|
)
|
|
(435
|
)
|
|||
Portion of loss recognized in (reclassified from) other comprehensive income
(before taxes)
|
|
(21
|
)
|
|
(263
|
)
|
|
32
|
|
|||
Net investment impairment losses recognized
|
|
(29
|
)
|
|
(631
|
)
|
|
(403
|
)
|
|||
Total noninterest income
|
|
22,798
|
|
|
21,574
|
|
|
20,521
|
|
|||
Noninterest expenses:
|
|
|
|
|
|
|
|
|
|
|||
Salaries and employee benefits
|
|
26,887
|
|
|
28,469
|
|
|
27,303
|
|
|||
Net occupancy expenses
|
|
3,554
|
|
|
3,935
|
|
|
3,937
|
|
|||
Equipment expenses
|
|
1,726
|
|
|
1,871
|
|
|
2,382
|
|
|||
Software and processing expenses
|
|
1,428
|
|
|
1,540
|
|
|
1,627
|
|
|||
Telecommunication expenses
|
|
913
|
|
|
909
|
|
|
980
|
|
|||
Marketing and business development expenses
|
|
1,071
|
|
|
1,139
|
|
|
1,014
|
|
|||
Foreclosed property expenses
|
|
5,186
|
|
|
7,351
|
|
|
2,946
|
|
|||
FDIC insurance assessments
|
|
1,911
|
|
|
2,426
|
|
|
3,261
|
|
|||
Intangible asset amortization
|
|
427
|
|
|
427
|
|
|
426
|
|
|||
Other expenses
|
|
13,175
|
|
|
10,267
|
|
|
10,614
|
|
|||
Total noninterest expenses
|
|
56,278
|
|
|
58,334
|
|
|
54,490
|
|
|||
Income before income taxes
|
|
9,393
|
|
|
5,384
|
|
|
4,612
|
|
|||
Income tax expense
|
|
2,408
|
|
|
1,011
|
|
|
602
|
|
|||
Net income
|
|
$
|
6,985
|
|
|
$
|
4,373
|
|
|
$
|
4,010
|
|
Net loss attributable to noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Net income attributable to First M&F Corporation
|
|
$
|
6,985
|
|
|
$
|
4,373
|
|
|
$
|
4,011
|
|
Dividends and accretion on preferred stock
|
|
1,901
|
|
|
1,774
|
|
|
1,692
|
|
|||
Gain on exchange of preferred stock
|
|
—
|
|
|
—
|
|
|
12,867
|
|
|||
Net income applicable to common stock
|
|
$
|
5,084
|
|
|
$
|
2,599
|
|
|
$
|
15,186
|
|
Net income allocated to common shareholders
|
|
$
|
4,919
|
|
|
$
|
2,584
|
|
|
$
|
15,071
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|||
Basic
|
|
$
|
0.54
|
|
|
$
|
0.28
|
|
|
$
|
1.66
|
|
Diluted
|
|
$
|
0.54
|
|
|
$
|
0.28
|
|
|
$
|
1.66
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
$
|
6,985
|
|
|
$
|
4,373
|
|
|
$
|
4,010
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Unrealized gains (losses) on securities:
|
|
|
|
|
|
|
|
|
|||
Unrealized gains on securities available for sale arising during the period, net of tax of $1,045, $1,728 and $159
|
1,761
|
|
|
2,901
|
|
|
267
|
|
|||
Unrealized gains (losses) on other-than-temporarily impaired securities available for sale arising during the period, net of tax of $48, $43 and $54
|
79
|
|
|
(72
|
)
|
|
(92
|
)
|
|||
Reclassification adjustment for gains on securities available for sale included in net income, net of tax of $208, $1,033 and $841
|
(349
|
)
|
|
(1,736
|
)
|
|
(1,414
|
)
|
|||
Reclassification adjustment for credit related other-than-temporary impairment losses on securities available for sale included in net income, net of tax of $11, $235 and $150
|
18
|
|
|
396
|
|
|
253
|
|
|||
Unrealized gains (losses) net of settlements on cash flow hedge arising during the period, net of tax of $243, $989 and $305
|
(407
|
)
|
|
(1,662
|
)
|
|
512
|
|
|||
Defined benefit pension plans:
|
|
|
|
|
|
|
|
|
|||
Net actuarial losses arising during the period, net of tax of $86, $859 and $111
|
(142
|
)
|
|
(1,445
|
)
|
|
(187
|
)
|
|||
Amortization of prior service cost, net of tax of $0, $9 and $14
|
—
|
|
|
(16
|
)
|
|
(23
|
)
|
|||
Amortization of actuarial loss, net of tax of $797, $367 and $330
|
1,339
|
|
|
617
|
|
|
554
|
|
|||
Other comprehensive income (loss)
|
2,299
|
|
|
(1,017
|
)
|
|
(130
|
)
|
|||
Total comprehensive income
|
9,284
|
|
|
3,356
|
|
|
3,880
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||
Comprehensive income of First M&F Corp
|
$
|
9,284
|
|
|
$
|
3,356
|
|
|
$
|
3,881
|
|
|
|
Preferred Stock
|
|
Common Stock
|
|
Additional Paid-In Capital
|
|
Nonvested Restricted Stock Awards
|
|
Retained Earnings(Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Noncontrolling
Interest |
|
Total
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
January 1, 2010
|
|
$
|
28,838
|
|
|
$
|
45,347
|
|
|
$
|
31,926
|
|
|
$
|
734
|
|
|
$
|
(2,595
|
)
|
|
$
|
379
|
|
|
$
|
1
|
|
|
$
|
104,630
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,011
|
|
|
—
|
|
|
(1
|
)
|
|
4,010
|
|
||||||||
Cash dividends - common ($.04 per
share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(366
|
)
|
|
—
|
|
|
—
|
|
|
(366
|
)
|
||||||||
37,457 shares issued to directors
|
|
—
|
|
|
187
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
||||||||
Dividends and accretion on
preferred stock
|
|
419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,692
|
)
|
|
—
|
|
|
—
|
|
|
(1,273
|
)
|
||||||||
Gain on exchange of preferred stock
|
|
(12,867
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,867
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
recognized
|
|
—
|
|
|
—
|
|
|
11
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
||||||||
Net change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
—
|
|
|
(130
|
)
|
||||||||
December 31, 2010
|
|
$
|
16,390
|
|
|
$
|
45,534
|
|
|
$
|
31,883
|
|
|
$
|
784
|
|
|
$
|
12,225
|
|
|
$
|
249
|
|
|
$
|
—
|
|
|
$
|
107,065
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,373
|
|
|
—
|
|
|
—
|
|
|
4,373
|
|
||||||||
Cash dividends - common ($.04 per
share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(368
|
)
|
|
—
|
|
|
—
|
|
|
(368
|
)
|
||||||||
42,133 shares issued to directors
|
|
—
|
|
|
211
|
|
|
(68
|
)
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
143
|
|
||||||||
Dividends and accretion on
preferred stock
|
|
1,174
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,774
|
)
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
||||||||
6,000 restricted share awards vested
|
|
—
|
|
|
30
|
|
|
71
|
|
|
(101
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
recognized
|
|
—
|
|
|
—
|
|
|
7
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
||||||||
Tax benefits on restricted stock
dividends paid
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
||||||||
Net change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,017
|
)
|
|
—
|
|
|
(1,017
|
)
|
||||||||
December 31, 2011
|
|
$
|
17,564
|
|
|
$
|
45,775
|
|
|
$
|
31,895
|
|
|
$
|
674
|
|
|
$
|
14,456
|
|
|
$
|
(768
|
)
|
|
$
|
—
|
|
|
$
|
109,596
|
|
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,985
|
|
|
—
|
|
|
—
|
|
|
6,985
|
|
||||||||
Cash dividends - common ($.04 per
share)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(380
|
)
|
|
—
|
|
|
—
|
|
|
(380
|
)
|
||||||||
29,863 shares issued to directors
|
|
—
|
|
|
149
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
163
|
|
||||||||
Dividends and accretion on
preferred stock
|
|
1,301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,901
|
)
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
||||||||
46,000 restricted share awards
vested
|
|
—
|
|
|
230
|
|
|
554
|
|
|
(784
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based compensation expense
recognized
|
|
—
|
|
|
—
|
|
|
6
|
|
|
354
|
|
|
20
|
|
|
—
|
|
|
—
|
|
|
380
|
|
||||||||
Net change
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,299
|
|
|
—
|
|
|
2,299
|
|
||||||||
December 31, 2012
|
|
$
|
18,865
|
|
|
$
|
46,154
|
|
|
$
|
32,469
|
|
|
$
|
244
|
|
|
$
|
19,180
|
|
|
$
|
1,531
|
|
|
$
|
—
|
|
|
$
|
118,443
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
6,985
|
|
|
$
|
4,373
|
|
|
$
|
4,010
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Share-based compensation
|
543
|
|
|
141
|
|
|
194
|
|
|||
Amortization of pension costs
|
2,019
|
|
|
844
|
|
|
787
|
|
|||
Depreciation and amortization
|
2,340
|
|
|
2,517
|
|
|
2,736
|
|
|||
Provision for loan losses
|
8,520
|
|
|
9,720
|
|
|
9,220
|
|
|||
Net investment amortization
|
4,499
|
|
|
2,515
|
|
|
2,090
|
|
|||
Net change in unearned fees/deferred costs on loans
|
(1,593
|
)
|
|
(109
|
)
|
|
44
|
|
|||
Capitalized dividends on FHLB stock
|
(25
|
)
|
|
(27
|
)
|
|
(27
|
)
|
|||
Gain on securities available for sale
|
(557
|
)
|
|
(2,769
|
)
|
|
(2,255
|
)
|
|||
Impairment loss on securities available for sale
|
29
|
|
|
631
|
|
|
403
|
|
|||
Gain on loans held for sale
|
(4,073
|
)
|
|
(1,377
|
)
|
|
(1,285
|
)
|
|||
Other real estate losses
|
4,260
|
|
|
5,874
|
|
|
1,574
|
|
|||
Other asset sales (gains) losses
|
240
|
|
|
(317
|
)
|
|
225
|
|
|||
Deferred income taxes
|
2,406
|
|
|
1,007
|
|
|
735
|
|
|||
Originations of loans held for sale, net of repayments
|
(171,098
|
)
|
|
(92,009
|
)
|
|
(83,200
|
)
|
|||
Sales proceeds of loans held for sale
|
172,290
|
|
|
73,071
|
|
|
88,277
|
|
|||
(Increase) decrease in:
|
|
|
|
|
|
|
|
||||
Accrued interest receivable
|
439
|
|
|
258
|
|
|
1,218
|
|
|||
Cash surrender value of bank owned life insurance
|
(696
|
)
|
|
(638
|
)
|
|
(667
|
)
|
|||
Other assets
|
(430
|
)
|
|
(1,683
|
)
|
|
(1,800
|
)
|
|||
Increase (decrease) in:
|
|
|
|
|
|
|
|
||||
Accrued interest payable
|
(362
|
)
|
|
(447
|
)
|
|
(1,463
|
)
|
|||
Other liabilities
|
893
|
|
|
631
|
|
|
8,392
|
|
|||
Net cash provided by operating activities
|
26,629
|
|
|
2,206
|
|
|
29,208
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||
Purchases of securities available for sale
|
(160,936
|
)
|
|
(220,235
|
)
|
|
(170,862
|
)
|
|||
Sales of securities available for sale
|
54,988
|
|
|
114,711
|
|
|
89,164
|
|
|||
Maturities of securities available for sale
|
76,594
|
|
|
63,678
|
|
|
87,509
|
|
|||
Purchases of loans held for investment
|
(26,720
|
)
|
|
(42,118
|
)
|
|
(43,667
|
)
|
|||
Net decrease in other loans held for investment
|
45,585
|
|
|
75,124
|
|
|
397
|
|
|||
Net (increase) decrease in:
|
|
|
|
|
|
|
|
||||
Interest-bearing bank balances
|
(54,922
|
)
|
|
32,712
|
|
|
12,707
|
|
|||
Federal funds sold
|
15,000
|
|
|
—
|
|
|
45,000
|
|
|||
Bank premises and equipment
|
(1,141
|
)
|
|
1,119
|
|
|
(226
|
)
|
|||
Net purchases of bank owned life insurance
|
(49
|
)
|
|
(49
|
)
|
|
(41
|
)
|
|||
Proceeds from sales of other real estate and other repossessed assets
|
12,055
|
|
|
9,166
|
|
|
15,350
|
|
|||
Net redemptions of FHLB stock
|
5,204
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(34,342
|
)
|
|
34,108
|
|
|
35,331
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Net increase (decrease) in deposits
|
$
|
31,200
|
|
|
$
|
(3,973
|
)
|
|
$
|
(12,880
|
)
|
Net increase (decrease) in short-term borrowings
|
(678
|
)
|
|
(29,083
|
)
|
|
24,839
|
|
|||
Proceeds from other borrowings
|
—
|
|
|
686
|
|
|
2,872
|
|
|||
Repayments of other borrowings
|
(6,994
|
)
|
|
(8,101
|
)
|
|
(74,966
|
)
|
|||
Common dividends paid
|
(380
|
)
|
|
(368
|
)
|
|
(366
|
)
|
|||
Preferred dividends paid
|
(600
|
)
|
|
(600
|
)
|
|
(1,385
|
)
|
|||
Tax benefits related to share-based compensation
|
—
|
|
|
2
|
|
|
—
|
|
|||
Net cash provided by (used in) financing activities
|
22,548
|
|
|
(41,437
|
)
|
|
(61,886
|
)
|
|||
Net increase (decrease) in cash and due from banks
|
14,835
|
|
|
(5,123
|
)
|
|
2,653
|
|
|||
Cash and due from banks at January 1
|
39,976
|
|
|
45,099
|
|
|
42,446
|
|
|||
Cash and due from banks at December 31
|
$
|
54,811
|
|
|
$
|
39,976
|
|
|
$
|
45,099
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Supplemental disclosures:
|
|
|
|
|
|
|
|
||||
Total interest paid
|
$
|
11,893
|
|
|
$
|
17,311
|
|
|
$
|
25,373
|
|
Total income taxes paid
|
192
|
|
|
3
|
|
|
232
|
|
|||
Income tax refunds received
|
—
|
|
|
—
|
|
|
8,735
|
|
|||
|
|
|
|
|
|
||||||
Transfers of loans from held for sale to held for investment
|
8,003
|
|
|
454
|
|
|
—
|
|
|||
Transfers of loans to foreclosed property
|
5,330
|
|
|
20,870
|
|
|
24,192
|
|
|||
Transfers of buildings to foreclosed property
|
—
|
|
|
139
|
|
|
180
|
|
|||
Gain on exchange of Class B preferred stock
|
—
|
|
|
—
|
|
|
12,867
|
|
|||
U. S. Treasury preferred dividend accrued but unpaid
|
75
|
|
|
75
|
|
|
75
|
|
|||
Accretion on U. S. Treasury preferred stock
|
1,301
|
|
|
1,174
|
|
|
419
|
|
|
|
|
|
Fair Value Measurements at
December 31, 2012, Using
|
|
|||||||||||
|
|
Assets/Liabilities
Measured at
Fair
Value
|
|
Quoted
Prices In
Active
Markets
For
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
(Dollars in thousands)
|
|
December 31, 2012
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
U.S. Government sponsored entities
|
|
$
|
72,615
|
|
|
$
|
—
|
|
|
$
|
72,615
|
|
|
$
|
—
|
|
Mortgage-backed investments
|
|
190,563
|
|
|
—
|
|
|
190,563
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
|
71,461
|
|
|
—
|
|
|
71,461
|
|
|
—
|
|
||||
Collateralized debt obligations
|
|
946
|
|
|
—
|
|
|
—
|
|
|
946
|
|
||||
Other debt securities
|
|
12,977
|
|
|
—
|
|
|
12,977
|
|
|
—
|
|
||||
Total securities available for sale
|
|
$
|
348,562
|
|
|
$
|
—
|
|
|
$
|
347,616
|
|
|
$
|
946
|
|
Mortgage derivative assets
|
|
317
|
|
|
—
|
|
|
—
|
|
|
317
|
|
||||
|
|
$
|
348,879
|
|
|
$
|
—
|
|
|
$
|
347,616
|
|
|
$
|
1,263
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap liability
|
|
$
|
2,484
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,484
|
|
Mortgage derivative liabilities
|
|
126
|
|
|
—
|
|
|
—
|
|
|
126
|
|
||||
|
|
$
|
2,610
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,610
|
|
|
|
|
|
Fair Value Measurements at
December 31, 2011, Using
|
|
|||||||||||
|
|
Assets/Liabilities
Measured at
Fair
Value
|
|
Quoted
Prices In
Active
Markets
For
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
(Dollars in thousands)
|
|
December 31,
2011 |
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
U.S. Government sponsored entities
|
|
$
|
58,792
|
|
|
$
|
—
|
|
|
$
|
58,792
|
|
|
$
|
—
|
|
Mortgage-backed investments
|
|
203,686
|
|
|
—
|
|
|
203,686
|
|
|
—
|
|
||||
Obligations of states and political subdivisions
|
|
54,142
|
|
|
—
|
|
|
54,142
|
|
|
—
|
|
||||
Collateralized debt obligations
|
|
819
|
|
|
—
|
|
|
—
|
|
|
819
|
|
||||
Other debt securities
|
|
3,335
|
|
|
—
|
|
|
3,335
|
|
|
—
|
|
||||
Total available for sale securities
|
|
$
|
320,774
|
|
|
$
|
—
|
|
|
$
|
319,955
|
|
|
$
|
819
|
|
Mortgage derivative assets
|
|
269
|
|
|
—
|
|
|
—
|
|
|
269
|
|
||||
|
|
$
|
321,043
|
|
|
$
|
—
|
|
|
$
|
319,955
|
|
|
$
|
1,088
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap liability
|
|
$
|
1,834
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,834
|
|
Mortgage derivative liabilities
|
|
291
|
|
|
—
|
|
|
—
|
|
|
291
|
|
||||
|
|
$
|
2,125
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,125
|
|
|
|
Year Ended December 31, 2012
|
|
Year Ended December 31, 2011
|
||||||||||||||||||||
(Dollars in thousands)
|
|
Collateralized Debt Obligations
|
|
Mortgage Derivatives
|
|
Interest Rate Swap
|
|
Collateralized Debt Obligations
|
|
Mortgage Derivatives
|
|
Interest Rate Swap
|
||||||||||||
Beginning Balance
|
|
$
|
819
|
|
|
$
|
(22
|
)
|
|
$
|
(1,834
|
)
|
|
$
|
934
|
|
|
$
|
218
|
|
|
$
|
817
|
|
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other-than-temporary impairment included in earnings
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(631
|
)
|
|
—
|
|
|
—
|
|
||||||
Other-than-temporary impairment (included in) transferred from other comprehensive income
|
|
21
|
|
|
—
|
|
|
—
|
|
|
263
|
|
|
—
|
|
|
—
|
|
||||||
Other gains/losses included in other comprehensive income
|
|
135
|
|
|
—
|
|
|
(1,263
|
)
|
|
253
|
|
|
—
|
|
|
(3,171
|
)
|
||||||
Net swap settlement recorded
|
|
—
|
|
|
—
|
|
|
613
|
|
|
—
|
|
|
—
|
|
|
520
|
|
||||||
IRLC and FSA issuances
|
|
—
|
|
|
1,365
|
|
|
—
|
|
|
—
|
|
|
398
|
|
|
—
|
|
||||||
IRLC and FSA expirations and fair value changes included in earnings
|
|
—
|
|
|
(566
|
)
|
|
—
|
|
|
—
|
|
|
(398
|
)
|
|
—
|
|
||||||
IRLC transfers into closed loans/FSA transferred on sales
|
|
—
|
|
|
(586
|
)
|
|
—
|
|
|
—
|
|
|
(240
|
)
|
|
—
|
|
||||||
Ending Balance
|
|
$
|
946
|
|
|
$
|
191
|
|
|
$
|
(2,484
|
)
|
|
$
|
819
|
|
|
$
|
(22
|
)
|
|
$
|
(1,834
|
)
|
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date
|
|
$
|
(29
|
)
|
|
$
|
—
|
|
|
$
|
(613
|
)
|
|
$
|
(631
|
)
|
|
$
|
—
|
|
|
$
|
(520
|
)
|
|
|
Year Ended December 31, 2010
|
||||||||||
(Dollars in thousands)
|
|
Collateralized Debt Obligations
|
|
Mortgage Derivatives
|
|
Interest Rate Swap
|
||||||
Beginning Balance
|
|
$
|
1,080
|
|
|
$
|
84
|
|
|
$
|
—
|
|
Total gains or losses (realized/unrealized):
|
|
|
|
|
|
|
|
|
|
|||
Other-than-temporary impairment included in earnings
|
|
(403
|
)
|
|
—
|
|
|
—
|
|
|||
Other-than-temporary impairment included in other comprehensive income
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|||
Other gains/losses included in other comprehensive income
|
|
289
|
|
|
—
|
|
|
817
|
|
|||
Net swap settlement recorded
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
IRLC and FSA issuances
|
|
—
|
|
|
702
|
|
|
—
|
|
|||
IRLC and FSA expirations and fair value changes included in earnings
|
|
—
|
|
|
(188
|
)
|
|
—
|
|
|||
IRLC transfers into closed loans/FSA transferred on sales
|
|
—
|
|
|
(380
|
)
|
|
—
|
|
|||
Ending Balance
|
|
$
|
934
|
|
|
$
|
218
|
|
|
$
|
817
|
|
The amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at the reporting date
|
|
$
|
(403
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
Fair Value at
|
|
Valuation
|
|
Unobservable
|
|
|
|
Weighted
|
||||
(Dollars in thousands)
|
|
December 31, 2012
|
|
Techniques
|
|
Inputs
|
|
Range
|
|
Average
|
||||
Collateralized debt obligations
|
|
$
|
946
|
|
|
Discounted cash flow
|
|
Discount margin
Default rates
|
|
15.00% - 20.00%
0.25% - 0.98% |
|
|
17.30%
0.45% |
|
Mortgage interest rate lock agreements
|
|
86
|
|
|
Discounted cash flow
|
|
Pull-through rates
|
|
85.00
|
%
|
|
85.00
|
%
|
|
Mortgage forward sale agreements
|
|
105
|
|
|
Consensus pricing
|
|
Pull-through rates
|
|
85.00
|
%
|
|
85.00
|
%
|
|
Interest rate swap
|
|
(2,484
|
)
|
|
Discounted cash flow
|
|
Discount rate
|
|
0.31% - 0.83%
|
|
|
0.52
|
%
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
(Dollars in thousands)
|
|
12/31/12 (a)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Impaired loans
|
|
$
|
20,815
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,815
|
|
Loan foreclosures
|
|
2,562
|
|
|
—
|
|
|
—
|
|
|
2,562
|
|
||||
Other real estate
|
|
12,771
|
|
|
—
|
|
|
—
|
|
|
12,771
|
|
(a)
|
These amounts represent the resulting carrying amounts on the consolidated statement of condition for impaired real estate-secured loans and other real estate for which fair value re-measurements took place during the period. Loan foreclosures represent the fair value portion of the carrying amounts of other real estate properties that were re-measured at the point of foreclosure during the period.
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
(Dollars in thousands)
|
|
12/31/11 (a)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Impaired loans
|
|
$
|
15,533
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,533
|
|
Loan foreclosures
|
|
11,304
|
|
|
—
|
|
|
—
|
|
|
11,304
|
|
||||
Other real estate
|
|
13,788
|
|
|
—
|
|
|
—
|
|
|
13,788
|
|
(a)
|
These amounts represent the resulting carrying amounts on the consolidated statement of condition for impaired real estate-secured loans and other real estate for which fair value re-measurements took place during the period. Loan foreclosures represent the fair value portion of the carrying amounts of other real estate properties that were re-measured at the point of foreclosure during the period.
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
|
|
|
Quoted
Prices in
Active
Markets for
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
(Dollars in thousands)
|
|
12/31/10 (a)
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Impaired loans
|
|
$
|
27,335
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
27,335
|
|
Loan foreclosures
|
|
5,013
|
|
|
—
|
|
|
—
|
|
|
5,013
|
|
||||
Other real estate
|
|
12,498
|
|
|
—
|
|
|
—
|
|
|
12,498
|
|
(a)
|
These amounts represent the resulting carrying amounts on the consolidated statement of condition for impaired real estate-secured loans and other real estate for which fair value re-measurements took place during the period. Loan foreclosures represent the fair value portion of the carrying amounts of other real estate properties that were re-measured at the point of foreclosure during the period.
|
|
|
Fair Value at
|
|
Valuation
|
|
Unobservable
|
|
|
|
Weighted
|
||
(Dollars in thousands)
|
|
December 31, 2012
|
|
Techniques
|
|
Inputs
|
|
Range
|
|
Average
|
||
Impaired loans
|
|
$
|
20,815
|
|
|
Appraisals from comparable properties
|
|
Adjustments for market conditions since appraisal
|
|
$1 thousand -
$956 thousand |
|
$96 thousand
|
Loan foreclosures
|
|
2,562
|
|
|
Appraisals from comparable properties
|
|
Adjustments for market conditions since appraisal
|
|
$2 thousand - $292 thousand
|
|
$97 thousand
|
|
Other real estate
|
|
12,771
|
|
|
Appraisals from comparable properties
|
|
Adjustments for market conditions since appraisal
|
|
$1 thousand - $631 thousand
|
|
$95 thousand
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Impaired loans (a)
|
$
|
9,259
|
|
|
$
|
8,303
|
|
|
$
|
6,550
|
|
Loan foreclosures (b)
|
2,516
|
|
|
4,892
|
|
|
4,080
|
|
|||
Other real estate (c)
|
3,534
|
|
|
5,093
|
|
|
2,323
|
|
(a)
|
Represents additional impairments on loans which are based on the appraised value of the collateral. These impairments are accrued in the allowance for loan losses and charged to provision for loan loss expense.
|
(b)
|
Represents foreclosures of loans secured by real estate when the foreclosed value is lower than the carrying value of the loan. These amounts are charged to the allowance for loan losses with the fair value of the foreclosed property being recorded in other real estate.
|
(c)
|
Represents related losses of foreclosed properties that were measured at fair value subsequent to their initial acquisition.
|
|
|
|
|
|
|
Fair Value Measurements at
December 31, 2012, Using
|
||||||||||||||
|
|
|
|
Quoted Prices In Active Markets For Identical Assets
|
|
Significant Other Observable Inputs
|
|
Significant Unobservable Inputs
|
||||||||||||
|
|
December 31, 2012
|
|
|
|
|||||||||||||||
(Dollars in thousands)
|
|
Carrying
|
|
Estimated
|
|
|
|
|||||||||||||
|
|
Amount
|
|
Fair Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and short-term investments
|
|
$
|
159,124
|
|
|
$
|
159,124
|
|
|
$
|
159,124
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities available for sale
|
|
348,562
|
|
|
348,562
|
|
|
—
|
|
|
347,616
|
|
|
946
|
|
|||||
Loans held for sale
|
|
21,014
|
|
|
21,398
|
|
|
—
|
|
|
—
|
|
|
21,398
|
|
|||||
Loans held for investment
|
|
957,981
|
|
|
860,071
|
|
|
—
|
|
|
—
|
|
|
860,071
|
|
|||||
Agency accounts receivable
|
|
151
|
|
|
151
|
|
|
151
|
|
|
—
|
|
|
—
|
|
|||||
Accrued interest receivable
|
|
5,683
|
|
|
5,683
|
|
|
7
|
|
|
1,682
|
|
|
3,994
|
|
|||||
Nonmarketable equity investments
|
|
2,201
|
|
|
2,201
|
|
|
—
|
|
|
—
|
|
|
2,201
|
|
|||||
Investments in unconsolidated VIEs
|
|
3,136
|
|
|
3,136
|
|
|
—
|
|
|
—
|
|
|
3,136
|
|
|||||
Mortgage derivative assets
|
|
317
|
|
|
317
|
|
|
—
|
|
|
—
|
|
|
317
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Noninterest-bearing deposits
|
|
276,295
|
|
|
276,295
|
|
|
276,295
|
|
|
—
|
|
|
—
|
|
|||||
NOW, MMDA and savings deposits
|
|
755,675
|
|
|
755,674
|
|
|
755,674
|
|
|
—
|
|
|
—
|
|
|||||
Certificates of deposit
|
|
370,705
|
|
|
377,459
|
|
|
—
|
|
|
—
|
|
|
377,459
|
|
|||||
Short-term borrowings
|
|
3,720
|
|
|
3,720
|
|
|
3,720
|
|
|
—
|
|
|
—
|
|
|||||
Other borrowings
|
|
36,007
|
|
|
37,441
|
|
|
—
|
|
|
—
|
|
|
37,441
|
|
|||||
Junior subordinated debt
|
|
30,928
|
|
|
25,795
|
|
|
—
|
|
|
—
|
|
|
25,795
|
|
|||||
Agency accounts payable
|
|
612
|
|
|
612
|
|
|
612
|
|
|
—
|
|
|
—
|
|
|||||
Accrued interest payable
|
|
661
|
|
|
661
|
|
|
23
|
|
|
—
|
|
|
638
|
|
|||||
Mortgage derivative liabilities
|
|
126
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
126
|
|
|||||
Other financial instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commitments to extend credit and letters of credit
|
|
(3
|
)
|
|
(346
|
)
|
|
—
|
|
|
—
|
|
|
(346
|
)
|
|||||
Interest rate swap
|
|
(2,484
|
)
|
|
(2,484
|
)
|
|
—
|
|
|
—
|
|
|
(2,484
|
)
|
|
|
December 31, 2011
|
||||||
(Dollars in thousands)
|
|
Carrying Amount
|
|
Estimated Fair Value
|
||||
Financial assets:
|
|
|
|
|
||||
Cash and short-term investments
|
|
$
|
104,367
|
|
|
$
|
104,367
|
|
Securities available for sale
|
|
320,774
|
|
|
320,774
|
|
||
Loans held for sale
|
|
26,073
|
|
|
27,053
|
|
||
Loans held for investment
|
|
981,387
|
|
|
921,351
|
|
||
Agency accounts receivable
|
|
217
|
|
|
217
|
|
||
Accrued interest receivable
|
|
6,122
|
|
|
6,122
|
|
||
Nonmarketable equity investments
|
|
7,380
|
|
|
7,380
|
|
||
Investments in unconsolidated VIEs
|
|
3,425
|
|
|
3,425
|
|
||
Mortgage derivative assets
|
|
269
|
|
|
269
|
|
||
Financial liabilities:
|
|
|
|
|
||||
Noninterest-bearing deposits
|
|
231,718
|
|
|
231,718
|
|
||
NOW, MMDA and savings deposits
|
|
707,798
|
|
|
707,798
|
|
||
Certificates of deposit
|
|
431,947
|
|
|
439,518
|
|
||
Short-term borrowings
|
|
4,398
|
|
|
4,398
|
|
||
Other borrowings
|
|
43,001
|
|
|
45,193
|
|
||
Junior subordinated debt
|
|
30,928
|
|
|
25,204
|
|
||
Agency accounts payable
|
|
641
|
|
|
641
|
|
||
Accrued interest payable
|
|
1,023
|
|
|
1,023
|
|
||
Mortgage derivative liabilities
|
|
291
|
|
|
291
|
|
||
Other financial instruments:
|
|
|
|
|
||||
Commitments to extend credit and letters of credit
|
|
(4
|
)
|
|
(320
|
)
|
||
Interest rate swap
|
|
(1,834
|
)
|
|
(1,834
|
)
|
|
|
|
|
Gross Unrealized
|
|
|
||||||||||
(Dollars in thousands)
|
|
Amortized Cost
|
|
Gains
|
|
Losses
|
|
Fair Value
|
||||||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
||||||||
U.S. Government sponsored entities
|
|
$
|
71,645
|
|
|
$
|
993
|
|
|
$
|
23
|
|
|
$
|
72,615
|
|
Mortgage-backed investments
|
|
185,317
|
|
|
5,324
|
|
|
78
|
|
|
190,563
|
|
||||
Obligations of states and political subdivisions
|
|
68,445
|
|
|
3,170
|
|
|
154
|
|
|
71,461
|
|
||||
Collateralized debt obligations
|
|
3,108
|
|
|
—
|
|
|
2,162
|
|
|
946
|
|
||||
Other debt securities
|
|
12,758
|
|
|
219
|
|
|
—
|
|
|
12,977
|
|
||||
|
|
$
|
341,273
|
|
|
$
|
9,706
|
|
|
$
|
2,417
|
|
|
$
|
348,562
|
|
December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. Government sponsored entities
|
|
$
|
58,714
|
|
|
$
|
174
|
|
|
$
|
96
|
|
|
$
|
58,792
|
|
Mortgage-backed investments
|
|
198,832
|
|
|
5,016
|
|
|
162
|
|
|
203,686
|
|
||||
Obligations of states and political subdivisions
|
|
51,763
|
|
|
2,459
|
|
|
80
|
|
|
54,142
|
|
||||
Collateralized debt obligations
|
|
3,137
|
|
|
—
|
|
|
2,318
|
|
|
819
|
|
||||
Other debt securities
|
|
3,444
|
|
|
25
|
|
|
134
|
|
|
3,335
|
|
||||
|
|
$
|
315,890
|
|
|
$
|
7,674
|
|
|
$
|
2,790
|
|
|
$
|
320,774
|
|
(Dollars in thousands)
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government sponsored entities
|
|
$
|
5,478
|
|
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,478
|
|
|
$
|
23
|
|
Mortgage-backed investments
|
|
13,866
|
|
|
77
|
|
|
880
|
|
|
1
|
|
|
14,746
|
|
|
78
|
|
||||||
Obligations of states and political subdivisions
|
|
11,015
|
|
|
154
|
|
|
—
|
|
|
—
|
|
|
11,015
|
|
|
154
|
|
||||||
Collateralized debt obligations
|
|
—
|
|
|
—
|
|
|
946
|
|
|
2,162
|
|
|
946
|
|
|
2,162
|
|
||||||
Other debt securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
$
|
30,359
|
|
|
$
|
254
|
|
|
$
|
1,826
|
|
|
$
|
2,163
|
|
|
$
|
32,185
|
|
|
$
|
2,417
|
|
December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Government sponsored entities
|
|
$
|
23,734
|
|
|
$
|
96
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23,734
|
|
|
$
|
96
|
|
Mortgage-backed investments
|
|
32,280
|
|
|
162
|
|
|
—
|
|
|
—
|
|
|
32,280
|
|
|
162
|
|
||||||
Obligations of states and political subdivisions
|
|
7,613
|
|
|
80
|
|
|
—
|
|
|
—
|
|
|
7,613
|
|
|
80
|
|
||||||
Collateralized debt obligations
|
|
—
|
|
|
—
|
|
|
819
|
|
|
2,318
|
|
|
819
|
|
|
2,318
|
|
||||||
Other debt securities
|
|
2,317
|
|
|
134
|
|
|
—
|
|
|
—
|
|
|
2,317
|
|
|
134
|
|
||||||
|
|
$
|
65,944
|
|
|
$
|
472
|
|
|
$
|
819
|
|
|
$
|
2,318
|
|
|
$
|
66,763
|
|
|
$
|
2,790
|
|
|
|
|
|
||||||||
|
Year Ended December 31
|
||||||||||
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Beginning balance
|
$
|
1,863
|
|
|
$
|
1,232
|
|
|
$
|
829
|
|
OTTI credit losses on previously impaired securities
|
29
|
|
|
631
|
|
|
403
|
|
|||
Ending balance
|
$
|
1,892
|
|
|
$
|
1,863
|
|
|
$
|
1,232
|
|
(Dollars in thousands
)
|
|
Amortized Cost
|
|
Fair Value
|
||||
One year or less
|
|
$
|
14,083
|
|
|
$
|
14,187
|
|
After one through five years
|
|
84,622
|
|
|
86,754
|
|
||
After five through ten years
|
|
42,283
|
|
|
43,750
|
|
||
After ten years
|
|
14,968
|
|
|
13,308
|
|
||
|
|
155,956
|
|
|
157,999
|
|
||
Mortgage-backed investments
|
|
185,317
|
|
|
190,563
|
|
||
|
|
$
|
341,273
|
|
|
$
|
348,562
|
|
|
2012
|
|
2011
|
||||||||||||
|
Amortized
|
|
Fair
|
|
Amortized
|
|
Fair
|
||||||||
(Dollars in thousands)
|
Cost
|
|
Value
|
|
Cost
|
|
Value
|
||||||||
Pledged to secure public and tax deposits
|
$
|
181,817
|
|
|
$
|
186,070
|
|
|
$
|
184,739
|
|
|
$
|
188,445
|
|
Pledged for Trust account deposits
|
4,582
|
|
|
4,741
|
|
|
3,902
|
|
|
4,084
|
|
||||
Pledged for non-public repurchase agreements
|
6,565
|
|
|
6,981
|
|
|
8,049
|
|
|
8,458
|
|
||||
Pledged for Fed funds purchased lines of credit
|
1,249
|
|
|
1,348
|
|
|
1,008
|
|
|
1,006
|
|
||||
Pledged for interest rate swap
|
1,496
|
|
|
1,520
|
|
|
1,500
|
|
|
1,505
|
|
||||
Pledged for letter of credit obtained
|
5,733
|
|
|
5,876
|
|
|
7,837
|
|
|
7,924
|
|
||||
Pledged to an insurance commissioner
|
550
|
|
|
552
|
|
|
548
|
|
|
566
|
|
||||
Total securities pledged
|
$
|
201,992
|
|
|
$
|
207,088
|
|
|
$
|
207,583
|
|
|
$
|
211,988
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Proceeds from sales
|
$
|
54,988
|
|
|
$
|
114,711
|
|
|
$
|
89,164
|
|
|
|
|
|
|
|
||||||
Gross realized gains
|
694
|
|
|
2,838
|
|
|
2,346
|
|
|||
Gross realized losses
|
(137
|
)
|
|
(69
|
)
|
|
(91
|
)
|
|||
Net gains from sales
|
$
|
557
|
|
|
$
|
2,769
|
|
|
$
|
2,255
|
|
Gross recognized losses related to the credit component of other-than-temporary impairments
|
$
|
29
|
|
|
$
|
631
|
|
|
$
|
403
|
|
(Dollars in thousands)
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Construction and land development loans
|
|
$
|
58,745
|
|
|
$
|
69,325
|
|
Other commercial real estate loans
|
|
484,114
|
|
|
505,180
|
|
||
Asset-based loans
|
|
36,679
|
|
|
37,540
|
|
||
Other commercial loans
|
|
116,871
|
|
|
117,790
|
|
||
Home equity loans
|
|
37,736
|
|
|
37,024
|
|
||
Other 1-4 family residential loans
|
|
200,992
|
|
|
186,815
|
|
||
Consumer loans
|
|
40,336
|
|
|
42,666
|
|
||
Total loans
|
|
$
|
975,473
|
|
|
$
|
996,340
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
||||
Loans outstanding at January 1
|
$
|
1,791
|
|
|
$
|
4,485
|
|
New loans and advances
|
92
|
|
|
13,341
|
|
||
Repayments
|
(1,285
|
)
|
|
(15,879
|
)
|
||
Retirements
|
(18
|
)
|
|
(156
|
)
|
||
Loans outstanding at December 31
|
$
|
580
|
|
|
$
|
1,791
|
|
(Dollars in thousands)
|
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
Greater Than 90 Days
|
|
Total Past Due
|
|
Current
|
|
Total Loans Receivable
|
|
Total Loans > 90 Days and Accruing
|
||||||||||||||
Construction and land development loans
|
|
$
|
369
|
|
|
$
|
26
|
|
|
$
|
817
|
|
|
$
|
1,212
|
|
|
$
|
57,533
|
|
|
$
|
58,745
|
|
|
$
|
—
|
|
Other commercial real estate loans
|
|
1,255
|
|
|
294
|
|
|
3,647
|
|
|
5,196
|
|
|
478,918
|
|
|
484,114
|
|
|
66
|
|
|||||||
Asset based loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36,679
|
|
|
36,679
|
|
|
—
|
|
|||||||
Other commercial loans
|
|
366
|
|
|
50
|
|
|
489
|
|
|
905
|
|
|
115,966
|
|
|
116,871
|
|
|
64
|
|
|||||||
Home equity loans
|
|
49
|
|
|
—
|
|
|
31
|
|
|
80
|
|
|
37,656
|
|
|
37,736
|
|
|
31
|
|
|||||||
Other 1-4 family residential loans
|
|
1,329
|
|
|
584
|
|
|
791
|
|
|
2,704
|
|
|
198,288
|
|
|
200,992
|
|
|
137
|
|
|||||||
Consumer loans
|
|
217
|
|
|
60
|
|
|
23
|
|
|
300
|
|
|
40,036
|
|
|
40,336
|
|
|
23
|
|
|||||||
Total
|
|
$
|
3,585
|
|
|
$
|
1,014
|
|
|
$
|
5,798
|
|
|
$
|
10,397
|
|
|
$
|
965,076
|
|
|
$
|
975,473
|
|
|
$
|
321
|
|
(Dollars in thousands)
|
|
30-59 Days Past Due
|
|
60-89 Days Past Due
|
|
Greater Than 90 Days
|
|
Total Past Due
|
|
Current
|
|
Total Loans Receivable
|
|
Total Loans > 90 Days and Accruing
|
||||||||||||||
Construction and land development loans
|
|
$
|
603
|
|
|
$
|
—
|
|
|
$
|
4,172
|
|
|
$
|
4,775
|
|
|
$
|
64,550
|
|
|
$
|
69,325
|
|
|
$
|
72
|
|
Other commercial real estate loans
|
|
2,194
|
|
|
679
|
|
|
9,792
|
|
|
12,665
|
|
|
492,515
|
|
|
505,180
|
|
|
279
|
|
|||||||
Asset based loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,540
|
|
|
37,540
|
|
|
—
|
|
|||||||
Other commercial loans
|
|
546
|
|
|
442
|
|
|
419
|
|
|
1,407
|
|
|
116,383
|
|
|
117,790
|
|
|
50
|
|
|||||||
Home equity loans
|
|
121
|
|
|
37
|
|
|
141
|
|
|
299
|
|
|
36,725
|
|
|
37,024
|
|
|
—
|
|
|||||||
Other 1-4 family residential loans
|
|
2,978
|
|
|
303
|
|
|
981
|
|
|
4,262
|
|
|
182,553
|
|
|
186,815
|
|
|
174
|
|
|||||||
Consumer loans
|
|
214
|
|
|
67
|
|
|
41
|
|
|
322
|
|
|
42,344
|
|
|
42,666
|
|
|
27
|
|
|||||||
Total
|
|
$
|
6,656
|
|
|
$
|
1,528
|
|
|
$
|
15,546
|
|
|
$
|
23,730
|
|
|
$
|
972,610
|
|
|
$
|
996,340
|
|
|
$
|
602
|
|
(Dollars in thousands)
|
|
December 31,
2012 |
|
December 31,
2011
|
||||
Construction and land development loans
|
|
$
|
817
|
|
|
$
|
4,398
|
|
Other commercial real estate loans
|
|
4,244
|
|
|
9,937
|
|
||
Asset based loans
|
|
81
|
|
|
—
|
|
||
Other commercial loans
|
|
694
|
|
|
913
|
|
||
Home equity loans
|
|
72
|
|
|
474
|
|
||
Other 1-4 family residential loans
|
|
1,524
|
|
|
1,422
|
|
||
Consumer loans
|
|
12
|
|
|
33
|
|
||
Total nonaccrual loans
|
|
$
|
7,444
|
|
|
$
|
17,177
|
|
Other real estate owned
|
|
25,970
|
|
|
36,952
|
|
||
Total nonperforming credit-related assets
|
|
$
|
33,414
|
|
|
$
|
54,129
|
|
|
|
|
|
|
||||
Accruing loans past due 90 days or more
|
|
$
|
321
|
|
|
$
|
602
|
|
Loans restructured and in compliance with modified terms
|
|
$
|
21,800
|
|
|
$
|
19,662
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||||
|
|
Construction
|
|
Other Commercial Real Estate
|
|
Asset-Based
|
|
Other Commercial
|
||||||||
10 and 20
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,329
|
|
30-32
|
|
41,560
|
|
|
394,904
|
|
|
25,830
|
|
|
101,937
|
|
||||
40
|
|
6,847
|
|
|
62,387
|
|
|
10,572
|
|
|
3,253
|
|
||||
50
|
|
9,738
|
|
|
26,823
|
|
|
277
|
|
|
1,280
|
|
||||
60
|
|
600
|
|
|
—
|
|
|
—
|
|
|
72
|
|
||||
Total
|
|
$
|
58,745
|
|
|
$
|
484,114
|
|
|
$
|
36,679
|
|
|
$
|
116,871
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||||
|
|
Home Equity
|
|
Other 1-4
Family
|
|
Consumer
|
|
Total
|
||||||||
10 and 20
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
13,161
|
|
|
$
|
23,548
|
|
30-32
|
|
35,848
|
|
|
184,703
|
|
|
26,439
|
|
|
811,221
|
|
||||
40
|
|
733
|
|
|
9,529
|
|
|
602
|
|
|
93,923
|
|
||||
50
|
|
1,155
|
|
|
6,613
|
|
|
132
|
|
|
46,018
|
|
||||
60
|
|
—
|
|
|
89
|
|
|
2
|
|
|
763
|
|
||||
Total
|
|
$
|
37,736
|
|
|
$
|
200,992
|
|
|
$
|
40,336
|
|
|
$
|
975,473
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||||
|
|
Construction
|
|
Other Commercial Real Estate
|
|
Asset-Based
|
|
Other Commercial
|
||||||||
10 and 20
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,085
|
|
30-32
|
|
45,982
|
|
|
406,498
|
|
|
29,296
|
|
|
103,359
|
|
||||
40
|
|
5,185
|
|
|
57,912
|
|
|
7,096
|
|
|
1,802
|
|
||||
50
|
|
13,059
|
|
|
40,770
|
|
|
1,148
|
|
|
1,466
|
|
||||
60
|
|
5,099
|
|
|
—
|
|
|
—
|
|
|
78
|
|
||||
Total
|
|
$
|
69,325
|
|
|
$
|
505,180
|
|
|
$
|
37,540
|
|
|
$
|
117,790
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
||||||||
|
|
Home Equity
|
|
Other 1-4
Family
|
|
Consumer
|
|
Total
|
||||||||
10 and 20
|
|
$
|
—
|
|
|
$
|
119
|
|
|
$
|
13,486
|
|
|
$
|
24,690
|
|
30-32
|
|
35,824
|
|
|
172,182
|
|
|
28,471
|
|
|
821,612
|
|
||||
40
|
|
585
|
|
|
8,205
|
|
|
544
|
|
|
81,329
|
|
||||
50
|
|
615
|
|
|
6,216
|
|
|
162
|
|
|
63,436
|
|
||||
60
|
|
—
|
|
|
93
|
|
|
3
|
|
|
5,273
|
|
||||
Total
|
|
$
|
37,024
|
|
|
$
|
186,815
|
|
|
$
|
42,666
|
|
|
$
|
996,340
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Recorded Balance
|
|
Unpaid Principal Balance
|
|
Specific Allowance
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized
|
||||||||||
Loans without a specific valuation allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development loans
|
$
|
6,903
|
|
|
$
|
9,257
|
|
|
$
|
—
|
|
|
$
|
10,510
|
|
|
$
|
401
|
|
Other commercial real estate loans
|
27,156
|
|
|
27,353
|
|
|
—
|
|
|
30,478
|
|
|
1,506
|
|
|||||
Asset based loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other commercial loans
|
1,093
|
|
|
1,254
|
|
|
—
|
|
|
1,254
|
|
|
54
|
|
|||||
Home equity loans
|
1,084
|
|
|
1,084
|
|
|
—
|
|
|
1,141
|
|
|
43
|
|
|||||
Other 1-4 family residential loans
|
6,577
|
|
|
6,687
|
|
|
—
|
|
|
6,498
|
|
|
292
|
|
|||||
Consumer loans
|
94
|
|
|
97
|
|
|
—
|
|
|
155
|
|
|
12
|
|
|||||
Loans with a specific valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction and land development loans
|
$
|
3,435
|
|
|
$
|
3,435
|
|
|
$
|
2,036
|
|
|
$
|
3,354
|
|
|
$
|
162
|
|
Other commercial real estate loans
|
14,766
|
|
|
16,177
|
|
|
2,421
|
|
|
14,906
|
|
|
590
|
|
|||||
Asset based loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other commercial loans
|
259
|
|
|
259
|
|
|
209
|
|
|
457
|
|
|
16
|
|
|||||
Home equity loans
|
72
|
|
|
72
|
|
|
36
|
|
|
75
|
|
|
10
|
|
|||||
Other 1-4 family residential loans
|
1,920
|
|
|
1,920
|
|
|
496
|
|
|
1,740
|
|
|
70
|
|
|||||
Consumer loans
|
40
|
|
|
40
|
|
|
40
|
|
|
67
|
|
|
3
|
|
|||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction and land development loans
|
$
|
10,338
|
|
|
$
|
12,692
|
|
|
$
|
2,036
|
|
|
$
|
13,864
|
|
|
$
|
563
|
|
Other commercial real estate loans
|
41,922
|
|
|
43,530
|
|
|
2,421
|
|
|
45,384
|
|
|
2,096
|
|
|||||
Asset based loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other commercial loans
|
1,352
|
|
|
1,513
|
|
|
209
|
|
|
1,711
|
|
|
70
|
|
|||||
Home equity loans
|
1,156
|
|
|
1,156
|
|
|
36
|
|
|
1,216
|
|
|
53
|
|
|||||
Other 1-4 family residential loans
|
8,497
|
|
|
8,607
|
|
|
496
|
|
|
8,238
|
|
|
362
|
|
|||||
Consumer loans
|
134
|
|
|
137
|
|
|
40
|
|
|
222
|
|
|
15
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Recorded Balance
|
|
Unpaid Principal Balance
|
|
Specific Allowance
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized
|
||||||||||
Loans without a specific valuation allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development loans
|
$
|
9,539
|
|
|
$
|
13,915
|
|
|
$
|
—
|
|
|
$
|
10,665
|
|
|
$
|
419
|
|
Other commercial real estate loans
|
33,048
|
|
|
36,117
|
|
|
—
|
|
|
33,597
|
|
|
1,361
|
|
|||||
Asset based loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other commercial loans
|
433
|
|
|
460
|
|
|
—
|
|
|
1,920
|
|
|
83
|
|
|||||
Home equity loans
|
159
|
|
|
159
|
|
|
—
|
|
|
291
|
|
|
4
|
|
|||||
Other 1-4 family residential loans
|
4,466
|
|
|
4,732
|
|
|
—
|
|
|
4,476
|
|
|
229
|
|
|||||
Consumer loans
|
128
|
|
|
154
|
|
|
—
|
|
|
147
|
|
|
14
|
|
|||||
Loans with a specific valuation allowance:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development loans
|
$
|
8,620
|
|
|
$
|
11,294
|
|
|
$
|
1,750
|
|
|
$
|
10,991
|
|
|
$
|
356
|
|
Other commercial real estate loans
|
7,722
|
|
|
8,471
|
|
|
894
|
|
|
10,005
|
|
|
314
|
|
|||||
Asset based loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other commercial loans
|
1,111
|
|
|
1,111
|
|
|
485
|
|
|
2,099
|
|
|
91
|
|
|||||
Home equity loans
|
456
|
|
|
456
|
|
|
166
|
|
|
457
|
|
|
7
|
|
|||||
Other 1-4 family residential loans
|
1,843
|
|
|
1,843
|
|
|
397
|
|
|
1,848
|
|
|
93
|
|
|||||
Consumer loans
|
37
|
|
|
37
|
|
|
37
|
|
|
50
|
|
|
3
|
|
|||||
Total:
|
|
|
|
|
|
|
|
|
|
||||||||||
Construction and land development loans
|
$
|
18,159
|
|
|
$
|
25,209
|
|
|
$
|
1,750
|
|
|
$
|
21,656
|
|
|
$
|
775
|
|
Other commercial real estate loans
|
40,770
|
|
|
44,588
|
|
|
894
|
|
|
43,602
|
|
|
1,675
|
|
|||||
Asset based loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other commercial loans
|
1,544
|
|
|
1,571
|
|
|
485
|
|
|
4,019
|
|
|
174
|
|
|||||
Home equity loans
|
615
|
|
|
615
|
|
|
166
|
|
|
748
|
|
|
11
|
|
|||||
Other 1-4 family residential loans
|
6,309
|
|
|
6,575
|
|
|
397
|
|
|
6,324
|
|
|
322
|
|
|||||
Consumer loans
|
165
|
|
|
191
|
|
|
37
|
|
|
197
|
|
|
17
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
||||||||
|
Recorded Balance
|
|
Unpaid Principal Balance
|
|
Specific Allowance
|
|
Average Investment in Impaired Loans
|
||||||||
Loans without a specific valuation allowance:
|
|
|
|
|
|
|
|
||||||||
Construction and land development loans
|
$
|
20,531
|
|
|
$
|
29,004
|
|
|
$
|
—
|
|
|
$
|
20,641
|
|
Other commercial real estate loans
|
45,611
|
|
|
49,868
|
|
|
—
|
|
|
46,488
|
|
||||
Asset based loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other commercial loans
|
7,028
|
|
|
8,049
|
|
|
—
|
|
|
7,288
|
|
||||
Home equity loans
|
508
|
|
|
508
|
|
|
—
|
|
|
513
|
|
||||
Other 1-4 family residential loans
|
4,695
|
|
|
4,961
|
|
|
—
|
|
|
4,721
|
|
||||
Consumer loans
|
474
|
|
|
485
|
|
|
—
|
|
|
505
|
|
||||
Loans with a specific valuation allowance:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction and land development loans
|
$
|
12,900
|
|
|
$
|
13,921
|
|
|
$
|
2,871
|
|
|
$
|
12,936
|
|
Other commercial real estate loans
|
8,716
|
|
|
8,716
|
|
|
1,582
|
|
|
8,940
|
|
||||
Asset based loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other commercial loans
|
1,268
|
|
|
1,419
|
|
|
809
|
|
|
1,387
|
|
||||
Home equity loans
|
45
|
|
|
45
|
|
|
45
|
|
|
45
|
|
||||
Other 1-4 family residential loans
|
2,304
|
|
|
2,304
|
|
|
765
|
|
|
2,317
|
|
||||
Consumer loans
|
129
|
|
|
129
|
|
|
60
|
|
|
138
|
|
||||
Total:
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction and land development loans
|
$
|
33,431
|
|
|
$
|
42,925
|
|
|
$
|
2,871
|
|
|
$
|
33,577
|
|
Other commercial real estate loans
|
54,327
|
|
|
58,584
|
|
|
1,582
|
|
|
55,428
|
|
||||
Asset based loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other commercial loans
|
8,296
|
|
|
9,468
|
|
|
809
|
|
|
8,675
|
|
||||
Home equity loans
|
553
|
|
|
553
|
|
|
45
|
|
|
558
|
|
||||
Other 1-4 family residential loans
|
6,999
|
|
|
7,265
|
|
|
765
|
|
|
7,038
|
|
||||
Consumer loans
|
603
|
|
|
614
|
|
|
60
|
|
|
643
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Construction
|
|
Other CRE
|
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, beginning of year
|
|
$
|
4,131
|
|
|
$
|
4,073
|
|
|
$
|
3,347
|
|
|
$
|
2,607
|
|
|
$
|
795
|
|
|
$
|
—
|
|
|
$
|
14,953
|
|
Provision charged to expense
|
|
1,895
|
|
|
4,693
|
|
|
547
|
|
|
1,067
|
|
|
318
|
|
|
—
|
|
|
8,520
|
|
|||||||
Losses charged off
|
|
(2,052
|
)
|
|
(3,357
|
)
|
|
(786
|
)
|
|
(1,191
|
)
|
|
(754
|
)
|
|
—
|
|
|
(8,140
|
)
|
|||||||
Recoveries
|
|
935
|
|
|
456
|
|
|
158
|
|
|
403
|
|
|
207
|
|
|
—
|
|
|
2,159
|
|
|||||||
Balance, end of year
|
|
$
|
4,909
|
|
|
$
|
5,865
|
|
|
$
|
3,266
|
|
|
$
|
2,886
|
|
|
$
|
566
|
|
|
$
|
—
|
|
|
$
|
17,492
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
|
$
|
2,036
|
|
|
$
|
2,421
|
|
|
$
|
209
|
|
|
$
|
532
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
5,238
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Collectively evaluated for impairment
|
|
$
|
2,873
|
|
|
$
|
3,444
|
|
|
$
|
3,057
|
|
|
$
|
2,354
|
|
|
$
|
526
|
|
|
$
|
—
|
|
|
$
|
12,254
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ending balance
|
|
$
|
58,745
|
|
|
$
|
484,114
|
|
|
$
|
153,550
|
|
|
$
|
238,728
|
|
|
$
|
40,336
|
|
|
$
|
—
|
|
|
$
|
975,473
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
|
$
|
10,338
|
|
|
$
|
41,922
|
|
|
$
|
1,352
|
|
|
$
|
9,653
|
|
|
$
|
134
|
|
|
$
|
—
|
|
|
$
|
63,399
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Collectively evaluated for impairment
|
|
$
|
48,407
|
|
|
$
|
442,192
|
|
|
$
|
152,198
|
|
|
$
|
229,075
|
|
|
$
|
40,202
|
|
|
$
|
—
|
|
|
$
|
912,074
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Construction
|
|
Other CRE
|
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, beginning of year
|
|
$
|
3,942
|
|
|
$
|
2,763
|
|
|
$
|
4,442
|
|
|
$
|
3,701
|
|
|
$
|
1,177
|
|
|
$
|
—
|
|
|
$
|
16,025
|
|
Provision charged to expense
|
|
2,159
|
|
|
5,308
|
|
|
971
|
|
|
904
|
|
|
378
|
|
|
—
|
|
|
9,720
|
|
|||||||
Losses charged off
|
|
(2,935
|
)
|
|
(4,446
|
)
|
|
(2,534
|
)
|
|
(2,142
|
)
|
|
(952
|
)
|
|
—
|
|
|
(13,009
|
)
|
|||||||
Recoveries
|
|
965
|
|
|
448
|
|
|
468
|
|
|
144
|
|
|
192
|
|
|
—
|
|
|
2,217
|
|
|||||||
Balance, end of year
|
|
$
|
4,131
|
|
|
$
|
4,073
|
|
|
$
|
3,347
|
|
|
$
|
2,607
|
|
|
$
|
795
|
|
|
$
|
—
|
|
|
$
|
14,953
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
|
$
|
1,750
|
|
|
$
|
894
|
|
|
$
|
485
|
|
|
$
|
563
|
|
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
3,729
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Collectively evaluated for impairment
|
|
$
|
2,381
|
|
|
$
|
3,179
|
|
|
$
|
2,862
|
|
|
$
|
2,044
|
|
|
$
|
758
|
|
|
$
|
—
|
|
|
$
|
11,224
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ending balance
|
|
$
|
69,325
|
|
|
$
|
505,180
|
|
|
$
|
155,330
|
|
|
$
|
223,839
|
|
|
$
|
42,666
|
|
|
$
|
—
|
|
|
$
|
996,340
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
|
$
|
18,159
|
|
|
$
|
40,770
|
|
|
$
|
1,544
|
|
|
$
|
6,924
|
|
|
$
|
165
|
|
|
$
|
—
|
|
|
$
|
67,562
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Collectively evaluated for impairment
|
|
$
|
51,166
|
|
|
$
|
464,410
|
|
|
$
|
153,786
|
|
|
$
|
216,915
|
|
|
$
|
42,501
|
|
|
$
|
—
|
|
|
$
|
928,778
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
|
Construction
|
|
Other CRE
|
|
Commercial
|
|
Residential
|
|
Consumer
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance, beginning of year
|
|
$
|
7,416
|
|
|
$
|
5,959
|
|
|
$
|
5,893
|
|
|
$
|
3,407
|
|
|
$
|
1,339
|
|
|
$
|
—
|
|
|
$
|
24,014
|
|
Provision charged to expense
|
|
693
|
|
|
4,164
|
|
|
1,885
|
|
|
2,027
|
|
|
451
|
|
|
—
|
|
|
9,220
|
|
|||||||
Losses charged off
|
|
(5,471
|
)
|
|
(7,854
|
)
|
|
(3,617
|
)
|
|
(1,854
|
)
|
|
(859
|
)
|
|
—
|
|
|
(19,655
|
)
|
|||||||
Recoveries
|
|
1,304
|
|
|
494
|
|
|
281
|
|
|
121
|
|
|
246
|
|
|
—
|
|
|
2,446
|
|
|||||||
Balance, end of year
|
|
$
|
3,942
|
|
|
$
|
2,763
|
|
|
$
|
4,442
|
|
|
$
|
3,701
|
|
|
$
|
1,177
|
|
|
$
|
—
|
|
|
$
|
16,025
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
|
$
|
2,871
|
|
|
$
|
1,582
|
|
|
$
|
809
|
|
|
$
|
810
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
6,132
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Collectively evaluated for impairment
|
|
$
|
1,071
|
|
|
$
|
1,181
|
|
|
$
|
3,633
|
|
|
$
|
2,891
|
|
|
$
|
1,117
|
|
|
$
|
—
|
|
|
$
|
9,893
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Ending balance
|
|
$
|
89,093
|
|
|
$
|
557,638
|
|
|
$
|
133,226
|
|
|
$
|
235,489
|
|
|
$
|
44,700
|
|
|
$
|
—
|
|
|
$
|
1,060,146
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Individually evaluated for impairment
|
|
$
|
33,431
|
|
|
$
|
54,327
|
|
|
$
|
8,296
|
|
|
$
|
7,552
|
|
|
$
|
603
|
|
|
$
|
—
|
|
|
$
|
104,209
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Collectively evaluated for impairment
|
|
$
|
55,662
|
|
|
$
|
503,311
|
|
|
$
|
124,930
|
|
|
$
|
227,937
|
|
|
$
|
44,097
|
|
|
$
|
—
|
|
|
$
|
955,937
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Loans acquired with deteriorated credit quality
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(Dollars in thousands
)
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||
|
|
Recorded Balance
|
|
Allowance
|
|
Recorded Balance
|
|
Allowance
|
||||||||
Restructured loans with an allowance:
|
|
|
|
|
|
|
|
|
||||||||
Construction and land development loans
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
136
|
|
|
$
|
61
|
|
Other commercial real estate loans
|
|
11,038
|
|
|
1,082
|
|
|
4,018
|
|
|
320
|
|
||||
Other commercial loans
|
|
—
|
|
|
—
|
|
|
387
|
|
|
117
|
|
||||
Other 1-4 family residential loans
|
|
59
|
|
|
12
|
|
|
199
|
|
|
76
|
|
||||
Restructured loans without an allowance:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Construction and land development loans
|
|
1,719
|
|
|
—
|
|
|
2,725
|
|
|
—
|
|
||||
Other commercial real estate loans
|
|
11,115
|
|
|
—
|
|
|
17,002
|
|
|
—
|
|
||||
Other commercial loans
|
|
308
|
|
|
—
|
|
|
119
|
|
|
—
|
|
||||
Other 1-4 family residential loans
|
|
571
|
|
|
—
|
|
|
1,194
|
|
|
—
|
|
||||
Total restructured loans
|
|
$
|
24,810
|
|
|
$
|
1,094
|
|
|
$
|
25,780
|
|
|
$
|
574
|
|
(Dollars in thousands
)
|
|
Number of Loans Modified
|
|
Pre Modification Balance
|
|
Post Modification Balance
|
||||
Interest Rate Modifications:
|
|
|
|
|
|
|
||||
Other 1-4 family residential loans
|
|
1
|
|
$
|
45
|
|
|
$
|
44
|
|
|
|
|
|
|
|
|
||||
Principal Forgiveness:
|
|
|
|
|
|
|
||||
Other commercial real estate loans
|
|
1
|
|
$
|
8,724
|
|
|
$
|
7,313
|
|
|
|
|
|
|
|
|
||||
Total loans restructured
|
|
2
|
|
$
|
8,769
|
|
|
$
|
7,357
|
|
(Dollars in thousands
)
|
|
Number of Loans Modified
|
|
Pre Modification Balance
|
|
Post Modification Balance
|
||||
Interest Rate Modifications:
|
|
|
|
|
|
|
||||
Construction and land development loans
|
|
3
|
|
$
|
1,125
|
|
|
$
|
1,125
|
|
Other commercial real estate loans
|
|
3
|
|
674
|
|
|
672
|
|
||
Other commercial loans
|
|
1
|
|
10
|
|
|
10
|
|
||
Other 1-4 family residential loans
|
|
3
|
|
157
|
|
|
157
|
|
||
Total rate modifications
|
|
10
|
|
$
|
1,966
|
|
|
$
|
1,964
|
|
|
|
|
|
|
|
|
||||
Term Extensions and Renewals:
|
|
|
|
|
|
|
||||
Construction and land development loans
|
|
6
|
|
$
|
3,685
|
|
|
$
|
3,483
|
|
Other commercial real estate loans
|
|
7
|
|
9,694
|
|
|
9,663
|
|
||
Other commercial loans
|
|
1
|
|
1,797
|
|
|
1,747
|
|
||
Other 1-4 family residential loans
|
|
3
|
|
537
|
|
|
536
|
|
||
Total extensions and renewals
|
|
17
|
|
$
|
15,713
|
|
|
$
|
15,429
|
|
Total loans restructured
|
|
27
|
|
$
|
17,679
|
|
|
$
|
17,393
|
|
(Dollars in thousands
)
|
Number of Loans
|
|
Amortized Cost
|
|||
Construction and land development loans
|
1
|
|
|
$
|
295
|
|
Other commercial loans
|
1
|
|
|
335
|
|
|
Other 1-4 family residential loans
|
3
|
|
|
342
|
|
|
Total subsequent defaults
|
5
|
|
|
$
|
972
|
|
(Dollars in thousands
)
|
Number of Loans
|
|
Amortized Cost
|
|||
Construction and land development loans
|
2
|
|
|
$
|
1,951
|
|
Other commercial real estate loans
|
5
|
|
|
6,655
|
|
|
Other 1-4 family residential loans
|
4
|
|
|
306
|
|
|
Total subsequent defaults
|
11
|
|
|
$
|
8,912
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
||||
Land
|
$
|
12,365
|
|
|
$
|
12,365
|
|
Buildings
|
36,415
|
|
|
36,293
|
|
||
Furniture, fixtures and equipment
|
20,786
|
|
|
19,901
|
|
||
Leasehold improvements
|
604
|
|
|
842
|
|
||
Construction in progress
|
131
|
|
|
131
|
|
||
|
70,301
|
|
|
69,532
|
|
||
Less accumulated depreciation and amortization
|
33,037
|
|
|
31,543
|
|
||
|
$
|
37,264
|
|
|
$
|
37,989
|
|
(Dollars
in thousands
)
|
2012
|
|
2011
|
|
2010
|
||||||
Buildings and office space
|
$
|
486
|
|
|
$
|
665
|
|
|
$
|
581
|
|
Computer equipment
|
—
|
|
|
13
|
|
|
284
|
|
|||
Other equipment and autos
|
167
|
|
|
163
|
|
|
184
|
|
|||
|
653
|
|
|
841
|
|
|
1,049
|
|
|||
Rental income
|
(46
|
)
|
|
(41
|
)
|
|
(42
|
)
|
|||
Net rent expense
|
$
|
607
|
|
|
$
|
800
|
|
|
$
|
1,007
|
|
(Dollars
in thousands
)
|
|
||
2014
|
$
|
403
|
|
2015
|
310
|
|
|
2016
|
238
|
|
|
2017
|
174
|
|
|
2018
|
110
|
|
|
After 2018
|
24
|
|
|
Total minimum lease payments
|
$
|
1,259
|
|
Core Deposit Intangible
|
|||||||
|
Twelve Months Ended
|
||||||
(Dollars in thousands)
|
December 31
|
||||||
|
2012
|
|
2011
|
||||
Beginning Balance
|
$
|
4,586
|
|
|
$
|
5,013
|
|
Amortization expense
|
(427
|
)
|
|
(427
|
)
|
||
Ending Balance
|
$
|
4,159
|
|
|
$
|
4,586
|
|
|
|
|
|
||||
Estimated future amortization expense
|
|
|
|
|
|
||
2013
|
$
|
427
|
|
|
|
||
2014
|
427
|
|
|
|
|||
2015
|
427
|
|
|
|
|||
2016
|
427
|
|
|
|
|||
2017
|
427
|
|
|
|
|
|
Core Deposit Intangible
|
||||||
|
|
December 31
|
||||||
(Dollars in thousands)
|
|
2012
|
|
2011
|
||||
Gross carrying amount
|
|
$
|
7,060
|
|
|
$
|
7,060
|
|
Accumulated amortization
|
|
(2,901
|
)
|
|
(2,474
|
)
|
||
Net carrying amount
|
|
$
|
4,159
|
|
|
$
|
4,586
|
|
(
Dollars
i
n thousands
)
|
2012
|
|
2011
|
||||
Federal Home Loan Bank stock
|
$
|
2,201
|
|
|
$
|
7,380
|
|
Income taxes receivable
|
175
|
|
|
175
|
|
||
Deferred income tax
|
10,533
|
|
|
14,115
|
|
||
Investment in First M&F Statutory Trust I
|
928
|
|
|
928
|
|
||
Investment in low income housing tax credit entities
|
2,208
|
|
|
2,497
|
|
||
Other
|
2,659
|
|
|
2,829
|
|
||
|
$
|
18,704
|
|
|
$
|
27,924
|
|
(Dollars in thousands
)
|
2012
|
|
2011
|
||||
Noninterest-bearing
|
$
|
276,295
|
|
|
$
|
231,718
|
|
Interest-bearing:
|
|
|
|
|
|
||
NOW and money market deposits
|
637,552
|
|
|
588,105
|
|
||
Savings deposits
|
118,123
|
|
|
119,693
|
|
||
Core certificates of deposit of $100 thousand or more
|
165,979
|
|
|
187,513
|
|
||
Other core certificates of deposit
|
188,733
|
|
|
227,867
|
|
||
Brokered certificates of deposit of $100 thousand or more
|
12,444
|
|
|
13,028
|
|
||
Other brokered certificates of deposit
|
3,549
|
|
|
3,539
|
|
||
Total interest-bearing
|
1,126,380
|
|
|
1,139,745
|
|
||
Total deposits
|
$
|
1,402,675
|
|
|
$
|
1,371,463
|
|
(Dollars
in thousands
)
|
|
||
2013
|
$
|
183,354
|
|
2014
|
99,290
|
|
|
2015
|
73,621
|
|
|
2016
|
4,240
|
|
|
2017
|
5,764
|
|
|
After 2017
|
4,436
|
|
|
|
$
|
370,705
|
|
|
Balance Outstanding
|
|
Weighted
Average Rate
|
||||||||||||||
(Dollars in thousands
)
|
Maximum Month End
|
|
Average Daily
|
|
At
Year End
|
|
During
Year
|
|
At
Year End
|
||||||||
2012:
|
|
|
|
|
|
|
|
|
|
||||||||
Federal funds purchased
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
Securities sold under agreements to repurchase
|
5,225
|
|
|
4,017
|
|
|
3,720
|
|
|
0.53
|
%
|
|
0.47
|
%
|
|||
|
$
|
5,225
|
|
|
$
|
4,017
|
|
|
$
|
3,720
|
|
|
|
|
|
|
|
2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Federal funds purchased
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
Securities sold under agreements to repurchase
|
27,082
|
|
|
10,855
|
|
|
4,398
|
|
|
0.33
|
%
|
|
0.70
|
%
|
|||
|
$
|
27,082
|
|
|
$
|
10,855
|
|
|
$
|
4,398
|
|
|
|
|
|
|
|
2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Federal funds purchased
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
—
|
%
|
|
—
|
%
|
Securities sold under agreements to repurchase
|
41,897
|
|
|
19,112
|
|
|
33,481
|
|
|
0.35
|
%
|
|
0.17
|
%
|
|||
|
$
|
41,897
|
|
|
$
|
19,112
|
|
|
$
|
33,481
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
December 31
2012 |
|
December 31
2011 |
||||
Company’s line of credit in the amount of $5,000,000, maturing in March 2013; secured by approximately 51% of the Bank’s common stock; interest payable quarterly at the prime rate with a floor of 3.50%
|
|
$
|
2,792
|
|
|
$
|
3,292
|
|
Bank’s advances from Federal Home Loan Banks
|
|
33,215
|
|
|
39,709
|
|
||
|
|
$
|
36,007
|
|
|
$
|
43,001
|
|
Company’s junior subordinated debentures, interest payable quarterly at 90-day LIBOR plus 1.33% through March 2036; currently redeemable
|
|
$
|
30,928
|
|
|
$
|
30,928
|
|
(Dollars in thousands
)
|
2012
|
|
2011
|
||||
Amortizing advances:
|
|
|
|
|
|
||
Balance
|
$
|
33,215
|
|
|
$
|
39,709
|
|
Monthly payment amount
|
1,624
|
|
|
541
|
|
||
Range of rates
|
3.17% - 7.76%
|
|
|
3.17% - 7.83%
|
|
||
Range of maturities
|
2013 - 2020
|
|
|
2012 - 2020
|
|
(Dollars in thousands
)
|
|
||
2013
|
$
|
19,488
|
|
2014
|
2,260
|
|
|
2015
|
2,346
|
|
|
2016
|
8,339
|
|
|
2017
|
187
|
|
|
After 2017
|
595
|
|
|
|
$
|
33,215
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
||||
Commitments to extend credit
|
$
|
137,102
|
|
|
$
|
126,455
|
|
Standby letters of credit
|
4,784
|
|
|
1,580
|
|
(Dollars in thousands
)
|
|
Gross
|
|
Tax
|
|
Net
|
||||||
December 31, 2012:
|
|
|
|
|
|
|
||||||
Net unrealized gain on securities available for sale
|
|
$
|
9,451
|
|
|
$
|
3,525
|
|
|
$
|
5,926
|
|
Net unrealized loss on other-than-temporarily impaired securities available for sale
|
|
(2,162
|
)
|
|
(806
|
)
|
|
(1,356
|
)
|
|||
Net unamortized pension costs
|
|
(2,364
|
)
|
|
(882
|
)
|
|
(1,482
|
)
|
|||
Net unrealized loss on cash flow hedge
|
|
(2,484
|
)
|
|
(927
|
)
|
|
(1,557
|
)
|
|||
|
|
$
|
2,441
|
|
|
$
|
910
|
|
|
$
|
1,531
|
|
December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|||
Net unrealized gain on securities available for sale
|
|
$
|
7,202
|
|
|
$
|
2,688
|
|
|
$
|
4,514
|
|
Net unrealized loss on other-than-temporarily impaired securities available for sale
|
|
(2,318
|
)
|
|
(865
|
)
|
|
(1,453
|
)
|
|||
Net unamortized pension costs
|
|
(4,272
|
)
|
|
(1,593
|
)
|
|
(2,679
|
)
|
|||
Net unrealized loss on cash flow hedge
|
|
(1,834
|
)
|
|
(684
|
)
|
|
(1,150
|
)
|
|||
|
|
$
|
(1,222
|
)
|
|
$
|
(454
|
)
|
|
$
|
(768
|
)
|
December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|||
Net unrealized gain on securities available for sale
|
|
$
|
5,342
|
|
|
$
|
1,993
|
|
|
$
|
3,349
|
|
Net unrealized loss on other-than-temporarily impaired securities available for sale
|
|
(2,834
|
)
|
|
(1,057
|
)
|
|
(1,777
|
)
|
|||
Net unamortized pension costs
|
|
(2,927
|
)
|
|
(1,092
|
)
|
|
(1,835
|
)
|
|||
Net unrealized gain on cash flow hedge
|
|
817
|
|
|
305
|
|
|
512
|
|
|||
|
|
$
|
398
|
|
|
$
|
149
|
|
|
$
|
249
|
|
(Dollars in thousands)
|
|
|
|
Shares at
|
|
Shares at
|
|
Carrying Value
|
|||||||||||||||
|
|
|
December 31, 2012
|
|
December 31, 2011
|
|
December 31, 2012
|
|
December 31, 2011
|
||||||||||||||
|
|
Rate
|
|
Authorized
|
|
Outstanding
|
|
Authorized
|
|
Outstanding
|
|
|
|||||||||||
Class A
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
1,000,000
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Class B:
|
|
|
|
|
1,000,000
|
|
|
|
|
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
||
Series A
|
|
5
|
%
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Series CD
|
|
2
|
%
|
|
|
|
|
30,000
|
|
|
|
|
|
30,000
|
|
|
18,865
|
|
|
17,564
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
18,865
|
|
|
$
|
17,564
|
|
(Dollars in thousands, except share data
)
|
2012
|
|
2011
|
|
2010
|
||||||
Stock option expense recognized, gross
|
$
|
6
|
|
|
$
|
7
|
|
|
$
|
11
|
|
Adjustment for actual vs expected forfeitures
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stock option expense recognized, net
|
6
|
|
|
7
|
|
|
11
|
|
|||
Restricted stock award expenses recognized, gross
|
378
|
|
|
136
|
|
|
170
|
|
|||
Adjustment for actual vs expected forfeitures
|
(4
|
)
|
|
(145
|
)
|
|
(120
|
)
|
|||
Restricted stock award expenses recognized, net
|
374
|
|
|
(9
|
)
|
|
50
|
|
|||
Total stock-based compensation
|
380
|
|
|
(2
|
)
|
|
61
|
|
|||
Income tax benefits
|
(134
|
)
|
|
1
|
|
|
(23
|
)
|
|||
Net stock-based compensation recognized
|
$
|
246
|
|
|
$
|
(1
|
)
|
|
$
|
38
|
|
|
|
2005 Plan
|
|
1999 Plan
|
||||||||||||||||||||
|
|
|
|
Restricted Stock
|
|
Stock Options
|
|
Stock Options
|
||||||||||||||||
|
|
Shares
Available
For
Grant
|
|
Number
of
Shares
|
|
Weighted
Average
Grant
Date
Fair
Value
|
|
Number
Of
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Number
Of
Shares
|
|
Weighted
Average
Exercise
Price
|
||||||||||
January 1, 2010
|
|
590,234
|
|
|
77,000
|
|
|
$
|
16.841
|
|
|
16,000
|
|
|
$
|
13.288
|
|
|
21,600
|
|
|
$
|
15.087
|
|
Awards Granted
|
|
(2,000
|
)
|
|
—
|
|
|
—
|
|
|
2,000
|
|
|
4.890
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeitures
|
|
15,400
|
|
|
(14,000
|
)
|
|
16.278
|
|
|
(1,400
|
)
|
|
16.051
|
|
|
(200
|
)
|
|
17.000
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,600
|
)
|
|
12.127
|
|
|||
December 31, 2010
|
|
603,634
|
|
|
63,000
|
|
|
16.995
|
|
|
16,600
|
|
|
12.043
|
|
|
15,800
|
|
|
16.018
|
|
|||
Awards Granted
|
|
(3,000
|
)
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
4.120
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
—
|
|
|
(6,000
|
)
|
|
16.855
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeitures
|
|
12,800
|
|
|
(11,000
|
)
|
|
16.915
|
|
|
(1,800
|
)
|
|
13.840
|
|
|
—
|
|
|
—
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
December 31, 2011
|
|
613,434
|
|
|
46,000
|
|
|
17.032
|
|
|
17,800
|
|
|
10.526
|
|
|
15,800
|
|
|
16.018
|
|
|||
Awards Granted
|
|
(380,646
|
)
|
|
380,646
|
|
|
4.510
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Vested
|
|
—
|
|
|
(46,000
|
)
|
|
17.032
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeitures
|
|
7,600
|
|
|
(7,000
|
)
|
|
4.510
|
|
|
(600
|
)
|
|
5.140
|
|
|
—
|
|
|
—
|
|
|||
Expired
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,000
|
)
|
|
12.625
|
|
|||
December 31, 2012
|
|
240,388
|
|
|
373,646
|
|
|
$
|
4.510
|
|
|
17,200
|
|
|
$
|
10.714
|
|
|
10,800
|
|
|
$
|
17.590
|
|
Exercise Price Range
|
|
Options Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life
(Years)
|
|
Weighted
Average
Exercise
Price-
Options
Outstanding
|
|
Options Exercisable
|
|
Weighted
Average
Exercise
Price-
Options
Exercisable
|
||||||
$4.12 - 5.14
|
|
8,400
|
|
|
7.09
|
|
$
|
4.72
|
|
|
3,600
|
|
|
$
|
4.91
|
|
13.84 - 19.06
|
|
19,600
|
|
|
2.22
|
|
17.07
|
|
|
19,000
|
|
|
17.18
|
|
||
|
|
28,000
|
|
|
3.68
|
|
$
|
13.37
|
|
|
22,600
|
|
|
$
|
15.22
|
|
(Dollars
in thousands
)
|
2012
|
|
2011
|
|
2010
|
||||||
Postage and shipping
|
$
|
905
|
|
|
$
|
896
|
|
|
$
|
875
|
|
Stationery and supplies
|
755
|
|
|
775
|
|
|
696
|
|
|||
Accounting, legal and professional fees
|
2,356
|
|
|
2,053
|
|
|
2,324
|
|
|||
Insurance expense
|
983
|
|
|
911
|
|
|
836
|
|
|||
Mortgage processing and broker fee expenses
|
2,919
|
|
|
883
|
|
|
538
|
|
|||
Other
|
5,257
|
|
|
4,749
|
|
|
5,345
|
|
|||
|
$
|
13,175
|
|
|
$
|
10,267
|
|
|
$
|
10,614
|
|
(Dollars in thousands)
|
Federal
|
|
State
|
|
Total
|
||||||
2012:
|
|
|
|
|
|
||||||
Current
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Deferred
|
2,071
|
|
|
335
|
|
|
2,406
|
|
|||
Total
|
$
|
2,071
|
|
|
$
|
337
|
|
|
$
|
2,408
|
|
2011:
|
|
|
|
|
|
||||||
Current
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
Deferred
|
864
|
|
|
143
|
|
|
1,007
|
|
|||
Total
|
$
|
868
|
|
|
$
|
143
|
|
|
$
|
1,011
|
|
2010:
|
|
|
|
|
|
||||||
Current
|
$
|
4
|
|
|
$
|
(137
|
)
|
|
$
|
(133
|
)
|
Deferred
|
417
|
|
|
318
|
|
|
735
|
|
|||
Total
|
$
|
421
|
|
|
$
|
181
|
|
|
$
|
602
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Amount computed using the Federal statutory rates on income before taxes
|
$
|
3,193
|
|
|
$
|
1,831
|
|
|
$
|
1,568
|
|
Increase (decrease) resulting from:
|
|
|
|
|
|
|
|
|
|||
Tax exempt income, net of disallowed interest deduction
|
(479
|
)
|
|
(488
|
)
|
|
(594
|
)
|
|||
State income tax expense, net of Federal effect
|
223
|
|
|
95
|
|
|
207
|
|
|||
Life insurance income
|
(237
|
)
|
|
(217
|
)
|
|
(227
|
)
|
|||
Low income housing tax credits
|
(330
|
)
|
|
(248
|
)
|
|
(330
|
)
|
|||
Other, net
|
38
|
|
|
38
|
|
|
(22
|
)
|
|||
|
$
|
2,408
|
|
|
$
|
1,011
|
|
|
$
|
602
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
||||
Allowance for loan losses
|
$
|
6,525
|
|
|
$
|
5,566
|
|
Loan fees
|
126
|
|
|
518
|
|
||
Purchase accounting adjustments
|
140
|
|
|
187
|
|
||
Nonperforming assets
|
4,074
|
|
|
4,432
|
|
||
Accrued expenses
|
99
|
|
|
148
|
|
||
Share-based compensation
|
120
|
|
|
277
|
|
||
Employee benefit plans
|
235
|
|
|
185
|
|
||
Net pension liability and unamortized pension costs
|
869
|
|
|
956
|
|
||
Unrealized loss on cash flow hedge
|
926
|
|
|
684
|
|
||
Net operating loss carry forward
|
715
|
|
|
5,606
|
|
||
Tax credit carry forward
|
1,758
|
|
|
982
|
|
||
Other
|
399
|
|
|
52
|
|
||
Total deferred tax assets
|
15,986
|
|
|
19,593
|
|
||
Fixed assets and depreciation
|
(1,026
|
)
|
|
(1,460
|
)
|
||
Federal Home Loan Bank stock dividends
|
(147
|
)
|
|
(478
|
)
|
||
Intangible assets
|
(1,139
|
)
|
|
(1,290
|
)
|
||
Prepaid expenses
|
(405
|
)
|
|
(393
|
)
|
||
Unrealized gain on securities available for sale
|
(2,719
|
)
|
|
(1,823
|
)
|
||
Other
|
(17
|
)
|
|
(34
|
)
|
||
Total deferred tax liabilities
|
(5,453
|
)
|
|
(5,478
|
)
|
||
|
$
|
10,533
|
|
|
$
|
14,115
|
|
(Dollars in thousands)
|
|
|
|
|
||
|
|
Amount
|
|
Expiration
Dates
|
||
Federal net operating loss from 2010
|
|
$
|
291
|
|
|
2030
|
Mississippi net operating loss from 2009
|
|
5,110
|
|
|
2029
|
|
Mississippi net operating loss from 2010
|
|
4,707
|
|
|
2030
|
|
Alabama net operating loss from 2009
|
|
177
|
|
|
2029
|
|
Tennessee net operating loss for 2009
|
|
908
|
|
|
2029
|
|
Tennessee net operating loss for 2010
|
|
93
|
|
|
2030
|
|
Florida net operating loss for 2009
|
|
511
|
|
|
2029
|
|
Florida net operating loss for 2010
|
|
20
|
|
|
2030
|
|
Tax credits from 2008
|
|
26
|
|
|
2028
|
|
Tax credits from 2009
|
|
57
|
|
|
2029
|
|
Tax credits from 2010
|
|
203
|
|
|
2030
|
|
Tax credits from 2011
|
|
377
|
|
|
2031
|
|
Tax credits from 2012
|
|
356
|
|
|
2032
|
|
Alternative minimum tax credits from all years
|
|
739
|
|
|
indefinite lived
|
(Dollars in thousands)
|
2012
|
|
2011
|
||||
Change in benefit obligation:
|
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
10,545
|
|
|
$
|
9,182
|
|
Interest cost
|
410
|
|
|
448
|
|
||
Actuarial loss
|
677
|
|
|
1,478
|
|
||
Benefit payments
|
(575
|
)
|
|
(563
|
)
|
||
Projected benefit obligation at end of year
|
11,057
|
|
|
10,545
|
|
||
Change in plan assets:
|
|
|
|
|
|
||
Fair value of plan assets at beginning of year
|
7,981
|
|
|
8,640
|
|
||
Actual return on plan assets
|
1,011
|
|
|
(235
|
)
|
||
Employer contributions
|
344
|
|
|
168
|
|
||
Benefit payments
|
(575
|
)
|
|
(563
|
)
|
||
Expenses
|
(34
|
)
|
|
(29
|
)
|
||
Fair value of plan assets at end of year
|
8,727
|
|
|
7,981
|
|
||
Funded status at measurement date
|
$
|
(2,330
|
)
|
|
$
|
(2,564
|
)
|
(Dollars in thousands)
|
2012
|
|
2011
|
||||
Net pension asset
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
||||
Net pension liability
|
$
|
(2,330
|
)
|
|
$
|
(2,564
|
)
|
|
|
|
|
||||
Accumulated other comprehensive income, before income taxes
|
$
|
2,364
|
|
|
$
|
4,272
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
||||
Projected benefit obligation
|
$
|
11,057
|
|
|
$
|
10,545
|
|
Accumulated benefit obligation
|
11,057
|
|
|
10,545
|
|
||
Fair value of plan assets
|
8,727
|
|
|
7,981
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
||||
Unamortized prior service credit
|
$
|
—
|
|
|
$
|
—
|
|
Unamortized actuarial loss
|
2,364
|
|
|
4,272
|
|
||
Accumulated other comprehensive income
|
$
|
2,364
|
|
|
$
|
4,272
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Net Periodic Benefit Cost:
|
|
|
|
|
|
||||||
Interest cost
|
$
|
410
|
|
|
$
|
448
|
|
|
$
|
468
|
|
Expected return on plan assets
|
(527
|
)
|
|
(563
|
)
|
|
(529
|
)
|
|||
Amortization of prior service credit
|
—
|
|
|
(25
|
)
|
|
(37
|
)
|
|||
Recognized actuarial loss
|
2,136
|
|
|
984
|
|
|
885
|
|
|||
Net periodic benefit cost
|
$
|
2,019
|
|
|
$
|
844
|
|
|
$
|
787
|
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other
Comprehensive Income:
|
|
|
|
|
|
||||||
Net loss
|
$
|
228
|
|
|
$
|
2,304
|
|
|
$
|
299
|
|
Amortization of actuarial net loss
|
(2,136
|
)
|
|
(984
|
)
|
|
(885
|
)
|
|||
Amortization of prior service credit
|
—
|
|
|
25
|
|
|
37
|
|
|||
Total recognized in other comprehensive income
|
$
|
(1,908
|
)
|
|
$
|
1,345
|
|
|
$
|
(549
|
)
|
Total recognized in net periodic benefit cost and other comprehensive income
|
$
|
111
|
|
|
$
|
2,189
|
|
|
$
|
238
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Net pension cost
|
$
|
2,019
|
|
|
$
|
844
|
|
|
$
|
787
|
|
Payments for expenses made on behalf of the plan
|
37
|
|
|
32
|
|
|
43
|
|
|||
Payments to PBGC for premiums
|
21
|
|
|
11
|
|
|
16
|
|
|||
|
$
|
2,077
|
|
|
$
|
887
|
|
|
$
|
846
|
|
|
2012
|
|
2011
|
|
2010
|
|||
Discount rate for determining current year’s costs
|
4.00
|
%
|
|
5.05
|
%
|
|
5.60
|
%
|
Discount rate for determining year end benefit obligation
|
3.50
|
%
|
|
4.00
|
%
|
|
5.05
|
%
|
Expected return on plan assets for determining current year’s costs
|
6.75
|
%
|
|
6.75
|
%
|
|
6.75
|
%
|
Rate of compensation increase (plan is frozen)
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2012
|
|
2011
|
||
Interest-bearing bank balances
|
5
|
%
|
|
7
|
%
|
Debt securities
|
28
|
%
|
|
26
|
%
|
Equity securities
|
67
|
%
|
|
67
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
Fair Value Measurements at
December 31, 2012, Using
|
||||||||||||
|
Assets/Liabilities
Measured at Fair
Value
|
|
Quoted
Prices In
Active
Markets
For
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
(Dollars in thousands)
|
December 31, 2012
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
433
|
|
|
$
|
433
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities – domestic
|
4,735
|
|
|
4,735
|
|
|
—
|
|
|
—
|
|
||||
Equity securities – international
|
1,144
|
|
|
1,144
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds (bond funds)
|
320
|
|
|
320
|
|
|
—
|
|
|
—
|
|
||||
Government debt securities
|
232
|
|
|
—
|
|
|
232
|
|
|
—
|
|
||||
Corporate debt securities - domestic
|
1,496
|
|
|
—
|
|
|
1,496
|
|
|
—
|
|
||||
Corporate debt securities - international
|
367
|
|
|
—
|
|
|
367
|
|
|
—
|
|
||||
Total assets
|
$
|
8,727
|
|
|
$
|
6,632
|
|
|
$
|
2,095
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements at
December 31, 2011, Using
|
||||||||||||
|
Assets/Liabilities
Measured at Fair
Value
|
|
Quoted
Prices In
Active
Markets
For
Identical
Assets
|
|
Significant
Other
Observable
Inputs
|
|
Significant
Unobservable
Inputs
|
||||||||
(Dollars in thousands)
|
December 31, 2011
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
548
|
|
|
$
|
548
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity securities – domestic
|
3,965
|
|
|
3,965
|
|
|
—
|
|
|
—
|
|
||||
Equity securities – international
|
1,142
|
|
|
1,142
|
|
|
—
|
|
|
—
|
|
||||
Mutual funds (bond funds)
|
214
|
|
|
214
|
|
|
—
|
|
|
—
|
|
||||
Government debt securities
|
239
|
|
|
—
|
|
|
239
|
|
|
—
|
|
||||
Corporate debt securities - domestic
|
1,528
|
|
|
—
|
|
|
1,528
|
|
|
—
|
|
||||
Corporate debt securities - international
|
345
|
|
|
—
|
|
|
345
|
|
|
—
|
|
||||
Total assets
|
$
|
7,981
|
|
|
$
|
5,869
|
|
|
$
|
2,112
|
|
|
$
|
—
|
|
|
Minimum
|
|
Maximum
|
|
Preferred
|
|||
Equities
|
50
|
%
|
|
70
|
%
|
|
60
|
%
|
Fixed-income
|
30
|
%
|
|
40
|
%
|
|
35
|
%
|
Cash
|
2
|
%
|
|
8
|
%
|
|
5
|
%
|
(Dollars in thousands)
|
|
||
Year
|
Expected payments
|
||
|
|
||
2013
|
$
|
667
|
|
2014
|
699
|
|
|
2015
|
688
|
|
|
2016
|
689
|
|
|
2017
|
691
|
|
|
2018 – 2022
|
3,355
|
|
(Dollars in thousands, except per share data)
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
$
|
6,985
|
|
|
$
|
4,373
|
|
|
$
|
4,011
|
|
Less: Preferred dividends
|
|
1,901
|
|
|
1,774
|
|
|
1,692
|
|
|||
Add: Gain on exchange of preferred stock
|
|
—
|
|
|
—
|
|
|
12,867
|
|
|||
Net income attributable to common stock
|
|
$
|
5,084
|
|
|
$
|
2,599
|
|
|
$
|
15,186
|
|
Net income allocated to common stockholders:
|
|
|
|
|
|
|
|
|
|
|||
Distributed
|
|
367
|
|
|
366
|
|
|
363
|
|
|||
Undistributed
|
|
4,552
|
|
|
2,218
|
|
|
14,708
|
|
|||
|
|
$
|
4,919
|
|
|
$
|
2,584
|
|
|
$
|
15,071
|
|
Weighted-average basic common and participating shares outstanding
|
|
9,489,725
|
|
|
9,180,997
|
|
|
9,150,980
|
|
|||
Less: weighted average participating restricted shares outstanding
|
|
308,713
|
|
|
54,392
|
|
|
69,293
|
|
|||
Weighted-average basic shares outstanding
|
|
9,181,012
|
|
|
9,126,605
|
|
|
9,081,687
|
|
|||
Basic net income per share
|
|
$
|
0.54
|
|
|
$
|
0.28
|
|
|
$
|
1.66
|
|
Weighted-average basic common and participating shares outstanding
|
|
9,489,725
|
|
|
9,180,997
|
|
|
9,150,980
|
|
|||
Add: share-based options and stock warrant
|
|
1,022
|
|
|
—
|
|
|
—
|
|
|||
|
|
9,490,747
|
|
|
9,180,997
|
|
|
9,150,980
|
|
|||
Less: weighted average participating restricted shares outstanding
|
|
308,713
|
|
|
54,392
|
|
|
69,293
|
|
|||
Weighted-average dilutive shares outstanding
|
|
9,182,034
|
|
|
9,126,605
|
|
|
9,081,687
|
|
|||
Dilutive net income per share
|
|
$
|
0.54
|
|
|
$
|
0.28
|
|
|
$
|
1.66
|
|
Weighted-average shares of potentially dilutive instruments that are not included in the dilutive share calculation due to anti-dilutive effect:
|
|
|
|
|
|
|
|
|
|
|||
Compensation plan-related stock options
|
|
21,253
|
|
|
33,117
|
|
|
38,942
|
|
|||
Common stock warrant
|
|
513,113
|
|
|
513,113
|
|
|
513,113
|
|
(Dollars in thousands)
|
|
Actual
|
|
Minimum Capital
|
|
Well Capitalized
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total capital (to risk weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Company
|
|
$
|
155,088
|
|
|
13.30
|
%
|
|
$
|
93,319
|
|
|
8.00
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Bank
|
|
153,091
|
|
|
13.15
|
%
|
|
93,168
|
|
|
8.00
|
%
|
|
116,459
|
|
|
10.00
|
%
|
|||
Tier I capital (to risk weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Company
|
|
140,471
|
|
|
12.04
|
%
|
|
46,660
|
|
|
4.00
|
%
|
|
—
|
|
|
—
|
%
|
|||
Bank
|
|
138,497
|
|
|
11.89
|
%
|
|
46,584
|
|
|
4.00
|
%
|
|
69,876
|
|
|
6.00
|
%
|
|||
Tier I capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Company
|
|
140,471
|
|
|
8.91
|
%
|
|
63,087
|
|
|
4.00
|
%
|
|
—
|
|
|
—
|
%
|
|||
Bank
|
|
138,497
|
|
|
8.83
|
%
|
|
62,768
|
|
|
4.00
|
%
|
|
78,460
|
|
|
5.00
|
%
|
|||
December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Total capital (to risk weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Company
|
|
$
|
141,434
|
|
|
12.09
|
%
|
|
$
|
93,564
|
|
|
8.00
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Bank
|
|
141,088
|
|
|
12.08
|
%
|
|
93,410
|
|
|
8.00
|
%
|
|
116,762
|
|
|
10.00
|
%
|
|||
Tier I capital (to risk weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Company
|
|
126,810
|
|
|
10.84
|
%
|
|
46,782
|
|
|
4.00
|
%
|
|
—
|
|
|
—
|
%
|
|||
Bank
|
|
126,488
|
|
|
10.83
|
%
|
|
46,705
|
|
|
4.00
|
%
|
|
70,057
|
|
|
6.00
|
%
|
|||
Tier I capital (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Company
|
|
126,810
|
|
|
8.17
|
%
|
|
62,072
|
|
|
4.00
|
%
|
|
—
|
|
|
—
|
%
|
|||
Bank
|
|
126,488
|
|
|
8.17
|
%
|
|
61,933
|
|
|
4.00
|
%
|
|
77,416
|
|
|
5.00
|
%
|
|
|
As of December 31, 2012
|
||||||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
(Dollars in thousands)
|
|
Balance Sheet Classification
|
|
Notional Amount
|
|
Fair Value
|
|
Balance Sheet Classification
|
|
Notional Amount
|
|
Fair Value
|
||||||||
Derivatives designated in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
30,000
|
|
|
$
|
2,484
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward sale agreements
|
|
Other assets
|
|
21,925
|
|
|
168
|
|
|
Other liabilities
|
|
10,888
|
|
|
63
|
|
||||
Written interest rate options (locks)
|
|
Other assets
|
|
8,641
|
|
|
149
|
|
|
Other liabilities
|
|
3,287
|
|
|
63
|
|
||||
Total derivatives
|
|
|
|
$
|
30,566
|
|
|
$
|
317
|
|
|
|
|
$
|
44,175
|
|
|
$
|
2,610
|
|
|
|
As of December 31, 2011
|
||||||||||||||||||
|
|
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
(Dollars in thousands)
|
|
Balance Sheet Classification
|
|
Notional Amount
|
|
Fair Value
|
|
Balance Sheet Classification
|
|
Notional Amount
|
|
Fair Value
|
||||||||
Derivatives designated in cash flow hedging relationships:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swap
|
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Other liabilities
|
|
$
|
30,000
|
|
|
$
|
1,834
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forward sale agreements
|
|
Other assets
|
|
22,220
|
|
|
135
|
|
|
Other liabilities
|
|
15,287
|
|
|
124
|
|
||||
Written interest rate options (locks)
|
|
Other assets
|
|
4,225
|
|
|
134
|
|
|
Other liabilities
|
|
7,021
|
|
|
167
|
|
||||
Total derivatives
|
|
|
|
$
|
26,445
|
|
|
$
|
269
|
|
|
|
|
$
|
52,308
|
|
|
$
|
2,125
|
|
|
|
Year Ended December 31, 2012
|
||||||||
(Dollars in thousands)
|
|
Amount of pre-tax gain (loss) recognized in OCI (Effective Portion)
|
|
Classification of gain (loss) reclassified from AOCI into earnings (Effective Portion)
|
|
Amount of pre-tax gain (loss) reclassified from AOCI into earnings (Effective Portion)
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
||||
Interest rate swap
|
|
$
|
(1,263
|
)
|
|
Interest on junior subordinated debt
|
|
$
|
(613
|
)
|
|
|
Classification of gain (loss) recognized in earnings
|
|
Amount of pre-tax gain (loss) recognized in earnings
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Forward sale agreements
|
|
Mortgage banking income
|
|
$
|
137
|
|
||||
Written interest rate options (locks)
|
|
Mortgage banking income
|
|
662
|
|
|||||
Total
|
|
|
|
|
|
|
$
|
799
|
|
|
|
Year Ended December 31, 2011
|
||||||||
(Dollars in thousands)
|
|
Amount of pre-tax gain (loss) recognized in OCI (Effective Portion)
|
|
Classification of gain (loss) reclassified from AOCI into earnings (Effective Portion)
|
|
Amount of pre-tax gain (loss) reclassified from AOCI into earnings (Effective Portion)
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
||||
Interest rate swap
|
|
$
|
(3,171
|
)
|
|
Interest on junior subordinated debt
|
|
$
|
(520
|
)
|
|
|
Classification of gain (loss) recognized in earnings
|
|
Amount of pre-tax gain (loss) recognized in earnings
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Forward sale agreements
|
|
Mortgage banking income
|
|
$
|
188
|
|
||||
Written interest rate options (locks)
|
|
Mortgage banking income
|
|
(188
|
)
|
|||||
Total
|
|
|
|
|
|
|
$
|
—
|
|
|
|
Year Ended December 31, 2010
|
||||||||
(Dollars in thousands)
|
|
Amount of pre-tax gain (loss) recognized in OCI (Effective Portion)
|
|
Classification of gain (loss) reclassified from AOCI into earnings (Effective Portion)
|
|
Amount of pre-tax gain (loss) reclassified from AOCI into earnings (Effective Portion)
|
||||
Derivatives in cash flow hedging relationships:
|
|
|
|
|
|
|
||||
Interest rate swap
|
|
$
|
817
|
|
|
Interest on junior subordinated debt
|
|
$
|
—
|
|
|
|
Classification of gain (loss) recognized in earnings
|
|
Amount of pre-tax gain (loss) recognized in earnings
|
||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
||
Forward sale agreements
|
|
Mortgage banking income
|
|
$
|
502
|
|
||||
Written interest rate options (locks)
|
|
Mortgage banking income
|
|
12
|
|
|||||
Total
|
|
|
|
|
|
|
$
|
514
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
||||
Assets
|
|
|
|
||||
|
|
|
|
||||
Cash
|
$
|
2,309
|
|
|
$
|
976
|
|
Restricted interest bearing balances
|
1,973
|
|
|
1,861
|
|
||
Securities available for sale
|
1,520
|
|
|
1,505
|
|
||
Investment in banking subsidiary
|
144,179
|
|
|
137,470
|
|
||
Investment in statutory trust
|
928
|
|
|
928
|
|
||
Other assets
|
3,859
|
|
|
3,035
|
|
||
|
$
|
154,768
|
|
|
$
|
145,775
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
|
|
||
|
|
|
|
||||
Note payable
|
$
|
2,792
|
|
|
$
|
3,292
|
|
Junior subordinated debt
|
30,928
|
|
|
30,928
|
|
||
Other liabilities
|
2,605
|
|
|
1,959
|
|
||
Stockholders’ equity
|
118,443
|
|
|
109,596
|
|
||
|
$
|
154,768
|
|
|
$
|
145,775
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Income:
|
|
|
|
|
|
||||||
Dividends received from banking subsidiary
|
$
|
4,500
|
|
|
$
|
2,650
|
|
|
$
|
2,200
|
|
Dividends received from statutory trust
|
17
|
|
|
27
|
|
|
60
|
|
|||
Equity in undistributed earnings of banking subsidiary
|
3,492
|
|
|
2,738
|
|
|
3,215
|
|
|||
Interest on investment securities
|
19
|
|
|
45
|
|
|
—
|
|
|||
Other income
|
4
|
|
|
5
|
|
|
10
|
|
|||
Total income
|
8,032
|
|
|
5,465
|
|
|
5,485
|
|
|||
Expenses:
|
|
|
|
|
|
|
|
|
|||
Interest on other borrowings
|
124
|
|
|
146
|
|
|
84
|
|
|||
Interest on junior subordinated debentures
|
1,177
|
|
|
1,335
|
|
|
1,992
|
|
|||
Other expenses
|
336
|
|
|
206
|
|
|
224
|
|
|||
Total expenses
|
1,637
|
|
|
1,687
|
|
|
2,300
|
|
|||
Income before income taxes
|
6,395
|
|
|
3,778
|
|
|
3,185
|
|
|||
Income tax benefit
|
590
|
|
|
595
|
|
|
826
|
|
|||
Net income
|
$
|
6,985
|
|
|
$
|
4,373
|
|
|
$
|
4,011
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
$
|
6,985
|
|
|
$
|
4,373
|
|
|
$
|
4,011
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Unrealized gains on securities available for sale
|
12
|
|
|
2
|
|
|
—
|
|
|||
Unrealized gains (losses) on cash flow hedges
|
(407
|
)
|
|
(1,662
|
)
|
|
512
|
|
|||
Equity in other comprehensive income of subsidiary
|
2,694
|
|
|
643
|
|
|
(642
|
)
|
|||
Other comprehensive income (loss)
|
2,299
|
|
|
(1,017
|
)
|
|
(130
|
)
|
|||
Total comprehensive income
|
$
|
9,284
|
|
|
$
|
3,356
|
|
|
$
|
3,881
|
|
(Dollars in thousands)
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
6,985
|
|
|
$
|
4,373
|
|
|
$
|
4,011
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Equity in undistributed earnings of banking subsidiary
|
(3,492
|
)
|
|
(2,738
|
)
|
|
(3,215
|
)
|
|||
Other, net
|
(572
|
)
|
|
(608
|
)
|
|
(879
|
)
|
|||
Net cash provided by (used in) operating activities
|
2,921
|
|
|
1,027
|
|
|
(83
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Purchases of securities available for sale
|
(1,496
|
)
|
|
(1,500
|
)
|
|
—
|
|
|||
Sales of securities available for sale
|
1,500
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
4
|
|
|
(1,500
|
)
|
|
—
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Increase (decrease) in note payable
|
(500
|
)
|
|
(125
|
)
|
|
1,500
|
|
|||
Cash dividends
|
(980
|
)
|
|
(968
|
)
|
|
(1,751
|
)
|
|||
Tax benefits on share-based transactions
|
—
|
|
|
2
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(1,480
|
)
|
|
(1,091
|
)
|
|
(251
|
)
|
|||
Net increase (decrease) in cash
|
1,445
|
|
|
(1,564
|
)
|
|
(334
|
)
|
|||
Cash at January 1
|
2,837
|
|
|
4,401
|
|
|
4,735
|
|
|||
Cash at December 31
|
$
|
4,282
|
|
|
$
|
2,837
|
|
|
$
|
4,401
|
|
Name
|
|
Five Year Employment History
|
Hugh S. Potts, Jr. (age 68)
|
|
Chairman of the Board and CEO, First M&F Corporation and M&F Bank since 1994
|
John G. Copeland (age 60)
|
|
EVP & Chief Financial Officer, First M&F Corporation and M&F Bank since May 2004
|
Jeffrey B. Lacey (age 50)
|
|
President & Chief Banking Officer, M&F Bank since December 2008; Branch President, M&F Bank from March 2002 through December 2008
|
Eric K. Hanbury (age 40)
|
|
EVP & Chief Credit Officer, M&F Bank since August 30, 2011; Senior Vice President - Regional Credit Officer of Northern Mississippi, Alabama and Florida from December 2008 to August 2011; Branch President, M&F Bank from July 2005 to December 2008
|
Barry S. Winford (age 46)
|
|
EVP - Corporate Banking, M&F Bank since August 30, 2011; EVP & Chief Credit Officer, M&F Bank from February 17, 2009 to August 30, 2011; President, Community Church Capital from May 2008 through December 2008; President, Therizo Capital from October 2006 through December 2008
|
Grover C. Kinney, III (age 52)
|
|
EVP - Retail Banking, M&F Bank since September 2011; EVP - Region I, M&F Bank from December 2008 to August 2011; EVP - Chief Deposit Officer, M&F Bank prior to December 2008
|
Samuel B. Potts (age 34)
|
|
Senior Vice President - Corporate Planning, Performance & Risk Management, M&F Bank since March 2012; Vice President - Corporate Planning, Performance & Risk Management, M&F Bank from July 2008 to March 2012; Vice President - Commercial Lending, M&F Bank from March 2004 to July 2008
|
(a)
|
Management’s Annual Report on Internal Control Over Financial Reporting
|
(b)
|
Report of Independent Registered Public Accounting Firm
|
(c)
|
Consolidated Statements of Condition – December 31, 2012 and 2011
|
(d)
|
Consolidated Statements of Operations – Years Ended December 31, 2012, 2011 and 2010
|
(e)
|
Consolidated Statements of Comprehensive Income – Years Ended December 31, 2012, 2011 and 2010
|
(f)
|
Consolidated Statements of Stockholders’ Equity – Years Ended December 31, 2012, 2011 and 2010
|
(g)
|
Consolidated Statements of Cash Flows – Years Ended December 31, 2012, 2011 and 2010
|
(h)
|
Notes to Consolidated Financial Statements
|
BY:
|
/s/ Hugh S. Potts, Jr.
|
|
|
Hugh S. Potts, Jr.
|
|
|
Chairman of the Board and
|
|
|
Chief Executive Officer
|
|
|
|
|
DATE:
|
March 8, 2013
|
|
|
|
/s/ Hugh S. Potts, Jr.
|
DATE:
|
March 8, 2013
|
Hugh S. Potts, Jr., Director
|
|
|
Chairman of the Board
|
|
|
Chief Executive Officer
|
|
|
(principal executive officer)
|
|
|
|
|
|
/s/ Eddie J. Briggs
|
DATE:
|
March 8, 2013
|
Eddie J. Briggs, Director
|
|
|
|
|
|
/s/ Hollis C. Cheek
|
DATE:
|
March 8, 2013
|
Hollis C. Cheek, Director
|
|
|
|
|
|
/s/ Jon A. Crocker
|
DATE:
|
March 8, 2013
|
Jon A. Crocker, Director
|
|
|
|
|
|
/s/ James D. Frerer
|
DATE:
|
March 8, 2013
|
James D. Frerer, Director
|
|
|
|
|
|
/s/ K. Michael Heidelberg
|
DATE:
|
March 8, 2013
|
K. Michael Heidelberg, Director
|
|
|
|
|
|
/s/ Jeffrey B. Lacey
|
DATE:
|
March 8, 2013
|
Jeffrey B. Lacey, Director
|
|
|
President &
|
|
|
Chief Banking Officer
|
|
|
|
|
|
/s/ John Clark Love, III
|
DATE:
|
March 8, 2013
|
John Clark Love, III, Director
|
|
|
|
|
|
/s/ Michael L. Nelson
|
DATE:
|
March 8, 2013
|
Michael L. Nelson, Director
|
|
|
|
|
|
/s/ Otho E. Pettit, Jr.
|
DATE:
|
March 8, 2013
|
Otho E. Pettit, Jr., Director
|
|
|
|
|
|
/s/ Samuel B. Potts
|
DATE:
|
March 8, 2013
|
Samuel B. Potts, Director
|
|
|
Senior Vice President
|
|
|
|
|
|
/s/ Julie B. Taylor
|
DATE:
|
March 8, 2013
|
Julie B. Taylor, Director
|
|
|
/s/ Lawrence D. Terrell
|
DATE:
|
March 8, 2013
|
Lawrence D. Terrell, Director
|
|
|
|
|
|
/s/ Lawrence D. Terrell, Jr.
|
DATE:
|
March 8, 2013
|
Lawrence D. Terrell, Jr., Director
|
|
|
|
|
|
/s/ James I. Tims
|
DATE:
|
March 8, 2013
|
James I. Tims, Director
|
|
|
|
|
|
/s/ Scott M. Wiggers
|
DATE:
|
March 8, 2013
|
Scott M. Wiggers, Director
|
|
|
|
|
|
/s/ John G. Copeland
|
DATE:
|
March 8, 2013
|
John G. Copeland
|
|
|
EVP & Chief Financial Officer
|
|
|
(principal financial officer)
|
|
|
|
|
|
/s/ Robert C. Thompson, III
|
DATE:
|
March 8, 2013
|
Robert C. Thompson, III
|
|
|
VP – Accounting Policy
|
|
|
(principal accounting officer)
|
2.1
|
|
Agreement and Plan of Merger by and among Renasant Corporation, Renasant Bank, First M&F Corporation and Merchants and Farmers Bank dated as of February 6, 2013. Incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 11, 2013.
|
|
|
|
3.1
|
|
Articles of Incorporation of the Registrant. Incorporated herein by reference to Exhibit 3 to the Company's Form S-1 (File No. 33-08751) September 15, 1986.
|
|
|
|
3.2
|
|
Amended and Restated Articles of Incorporation of the Registrant. Incorporated herein by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K filed on March 14, 2012.
|
|
|
|
3.3
|
|
By-laws of the Registrant, as amended. Filed as Exhibit 3-b to the Company’s Form S-1 (File No. 33-08751) September 15, 1986, incorporated herein by reference.
|
|
|
|
3.4
|
|
Amended and Restated Bylaws of the Registrant. Incorporated herein by reference to Exhibit 3.4 to the Company's Annual Report on Form 10-K filed on March 14, 2012.
|
|
|
|
4.1
|
|
Warrant to Purchase up to 513,113 Shares of Common Stock of the Registrant. Incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K, filed on March 5, 2009.
|
|
|
|
10.1
|
|
First M&F Corporation 2005 Equity Incentive Plan. Filed as Appendix A to the Company’s Proxy Statement, March 15, 2005, incorporated herein by reference.
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10.2
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Merchants and Farmers Bank Profit and Savings Plan, as amended. Filed as Exhibit 10(B) to the Company’s Form 10-Q on August 9, 2005, incorporated herein by reference.
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10.3
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Letter Agreement, including as Exhibit A thereto, Securities Purchase Agreement. Incorporated herein by reference to Exhibit A to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 5, 2009.
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10.4
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Form of Preferred Stock Certificate. Incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed on March 5, 2009.
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10.5
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Side Letter Agreement. Incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed on March 5, 2009.
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10.6
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CDCI Letter Agreement dated September 29, 2010. Incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on October 5, 2010.
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10.7
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Form of Change in Control Agreement between the Company and John G. Copeland, effective May 3, 2004. Incorporated herein by reference to Exhibit 10.7 to the Company's Annual Report on Form 10-K filed on March 14, 2012.
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11
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Computation of Earnings per Share. Filed herewith as Note 19 to the consolidated financial statements.
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21
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Subsidiaries of the Registrant.
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23
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Consent of Independent Registered Public Accounting Firm.
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31
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Rule 13a-14(a) Certification of Hugh S. Potts, Jr., Chief Executive Officer and Rule 13a-14(a) Certification of John G. Copeland, Chief Financial Officer.
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32
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Section 1350 Certification of Hugh S. Potts, Jr., Chief Executive Officer and Section 1350 Certification of John G. Copeland, Chief Financial Officer.
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99
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Certification pursuant to the Emergency Economic Stability Act of 2008 of Hugh S. Potts, Jr., Chief Executive Officer and Certification pursuant to the Emergency Stability Act of 2008 of John G. Copeland, Chief Financial Officer.
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101.INS
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XBRL Instance Document.
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101.SCH
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XBRL Taxonomy Extension Schema.
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase.
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101.DEF
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XBRL Taxonomy Definition Linkbase.
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101.LAB
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XBRL Taxonomy Extension Label Linkbase.
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase.
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