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South Financial Group 10-Q 2006 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form 10-Q
(Mark One)
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from____ to____
Commission file number 0-15083
The South Financial Group, Inc. (Exact Name of Registrant as Specified in Its Charter)
(864) 255-7900 Registrant's telephone number, including area code
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x Noo.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check One):
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o Nox.
The number of outstanding shares of the issuer's $1.00 par value common stock as of May 3, 2006 was 74,989,866.
PART I. FINANCIAL INFORMATION Item 1. Financial Statements
THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES
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THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES
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THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES
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THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES
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THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES
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THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
Note 1 - General
The foregoing unaudited Consolidated Financial Statements and Notes are presented in accordance with the instructions for the Securities and Exchange Commission Quarterly Report on Form 10-Q. “TSFG” refers to The South Financial Group, Inc. and subsidiaries, except where the context requires otherwise. The information contained in the Notes to Consolidated Financial Statements included in TSFG's Annual Report on Form 10-K for the year ended December 31, 2005 should be referred to in connection with the reading of these unaudited interim Consolidated Financial Statements. The Consolidated Balance Sheet at December 31, 2005 is derived from TSFG’s Consolidated Audited Financial Statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments necessary to present a fair statement of the results for the interim periods have been made. All such adjustments are of a normal, recurring nature.
Nature of Operations
TSFG is a financial holding company headquartered in Greenville, South Carolina that offers a broad range of financial products and services, including banking, treasury services, mortgage, and wealth management (which consists of insurance, retail investment, benefits administration, and trust and investment management). It has two bank subsidiaries, Carolina First Bank, a South Carolina banking corporation headquartered in Greenville, South Carolina, and Mercantile Bank, a Florida banking corporation headquartered in Jacksonville, Florida. It also owns several non-bank subsidiaries. At March 31, 2006, TSFG operated through 80 branch offices in South Carolina, 66 in Florida, and 26 in North Carolina. In South Carolina, the branches are primarily located in the state’s largest metropolitan areas. The Florida operations are principally concentrated in the Jacksonville, Orlando, Tampa Bay, Southeast Florida, and Gainesville areas. The North Carolina branches are primarily located in the Hendersonville and Asheville areas of western North Carolina and in the Wilmington area of eastern North Carolina.
Accounting Estimates and Assumptions
The preparation of the Consolidated Financial Statements and accompanying notes requires management of TSFG to make a number of estimates and assumptions relating to reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during the period. Actual results could differ significantly from these estimates and assumptions.
Principles of Consolidation
The Consolidated Financial Statements include the accounts of The South Financial Group, Inc. and all other entities in which it has a controlling financial interest. All significant intercompany balances and transactions have been eliminated in consolidation.
TSFG determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity or a variable interest entity under U.S. generally accepted accounting principles (“GAAP”). Voting interest entities are entities in which the total equity investment at risk is sufficient to enable each entity to finance itself independently and provides the equity holders with the obligation to absorb losses, the right to receive residual returns, and the right to make decisions about the entity's activities. TSFG consolidates voting interest entities in which it has at least a majority of the voting interest. As defined in GAAP, variable interest entities (“VIEs”) are entities that lack one or more of the characteristics of a voting interest entity described above. A controlling financial interest in an entity is present when an enterprise has a variable interest, or combination of variable interests, that will absorb a majority of the entity's expected losses, receive a majority of the entity's expected residual returns, or both. The enterprise with a controlling financial interest, known as the primary beneficiary, consolidates the VIE. The following TSFG subsidiaries are VIEs for which TSFG is not the primary beneficiary: South Financial Capital Trust I, TSFG Capital Trust 2002-A, South Financial Capital Trust II, South Financial Capital Trust III, MountainBank Capital Trust I, Florida Banks Capital Trust I, Florida Banks Capital Trust II, Florida Banks Statutory Trust I, Florida Banks Statutory Trust II, and Florida Banks Statutory Trust III. Accordingly, the accounts of these entities are not included in TSFG’s Consolidated Financial Statements. At March 31, 2006 and 2005, the statutory business trusts (“Trusts”) created by TSFG had outstanding trust preferred securities with an aggregate par value of $135.5 million. The trust preferred securities have floating interest rates ranging from 8.06% to 8.72% at March 31, 2006 and maturities ranging from 2031 to 2033. The principal assets of the Trusts are $139.7 million of the Company’s subordinated notes with identical rates of interest and maturities as the trust preferred securities. The Trusts have issued $4.2 million of common securities to the Company. The Company records interest expense on the subordinated debt and recognizes the dividend income on the common stock of the trust entities.
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THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
Reclassifications
Certain prior year amounts have been reclassified to conform to the 2006 presentations.
Recently Adopted Accounting Pronouncements
Accounting Changes and Error Corrections
In May 2005, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 154 (“SFAS 154”), “Accounting Changes and Error Corrections - a replacement of Accounting Principles Board (“APB”) Opinion No. 20 and FASB Statement No. 3,” which eliminates the requirement to reflect changes in accounting principles as cumulative adjustments to net income in the period of the change and requires retrospective application to prior periods’ financial statements for voluntary changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. If it is impracticable to determine the cumulative effect of the change to all prior periods, SFAS 154 requires that the new accounting principle be adopted prospectively. For new accounting pronouncements, the transition guidance in the pronouncement should be followed. Retrospective application refers to the application of a different accounting principle to previously issued financial statements as if that principle had always been used.
SFAS 154 did not change the guidance for reporting corrections of errors, changes in estimates or for justification of a change in accounting principle on the basis of preferability. SFAS 154 is effective for accounting changes made in fiscal years beginning after December 15, 2005. TSFG adopted the provisions of SFAS 154 on January 1, 2006. The adoption of this Statement did not impact TSFG’s financial position or results of operations.
Share-Based Compensation
In December 2004, the FASB issued SFAS No. 123R (“SFAS 123R”), “Share-Based Payment,” which requires companies to recognize in the income statement the grant-date fair value of stock options and other equity-based compensation issued to employees. SFAS 123R is an amendment of SFAS No. 123 (“SFAS 123”), “Accounting for Stock-Based Compensation,” and its related implementation guidance. SFAS 123R does not change the accounting guidance for share-based payment transactions with parties other than employees provided in SFAS 123. Under SFAS 123R, the way an award is classified will affect the measurement of compensation cost. Liability-classified awards are remeasured to fair value at each balance-sheet date until the award is settled. Equity-classified awards are measured at grant-date fair value, amortized over the subsequent vesting period, and are not subsequently remeasured.
At March 31, 2006, TSFG had several stock-based employee compensation plans, which are described more fully in Note 8. Prior to January 1, 2006, TSFG accounted for its option plans under the recognition and measurement principles of APB Opinion 25, “Accounting for Stock Issued to Employees,” and related Interpretations (“APB Opinion 25”), as permitted by SFAS 123. No stock-based employee compensation cost was recognized in net income related to these plans for the year ended December 31, 2005, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Effective January 1, 2006, TSFG adopted SFAS No. 123R using the modified prospective transition method. Under that method of transition, compensation cost recognized in 2006 includes: (a) compensation cost for all share-based payments granted prior to, but not yet vested as of January 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS 123, and (b) compensation cost for all share-based payments granted subsequent to January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of Statement 123R. Since this compensation cost is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures. SFAS 123R requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. TSFG has elected to expense future grants of awards with graded vesting on a straight-line basis over the requisite service period of the entire award. Results for prior periods have not been restated.
Prior to the adoption of SFAS 123R, TSFG presented all tax benefits resulting from share-based compensation as cash flows from operating activities in the consolidated statements of cash flows. SFAS 123R requires cash flows resulting from tax deductions in excess of the grant-date fair value of share-based awards to be included in cash flows from financing activities. There was no excess tax benefit related to share-based compensation in the first quarter of 2006.
7 THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
The following table provides pro forma net income and earnings per share information, as if TSFG had applied the fair value recognition provisions of SFAS 123 to stock-based employee compensation option plans for the periods presented (dollars in thousands, except per share data).
See Note 8 for a summary of TSFG’s assumptions used to estimate the grant-date per share fair value of options in the above table.
Consolidation of Limited Partnerships
In June 2005, the FASB ratified Emerging Issues Task Force (“EITF”) Issue No. 04-5, “Determining Whether a General Partner, or the General Partners of a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights.” Issue No. 04-5 is effective for all limited partnerships created or modified after June 29, 2005, and will become effective for all other limited partnerships at the beginning of the first interim period in fiscal years beginning after December 15, 2005 (effective January 1, 2006, for TSFG). The adoption of this guidance had no material effect on TSFG’s financial condition or results of operations.
Recently Issued Accounting Pronouncements
Accounting for Servicing of Financial Assets
In March 2006, the FASB issued SFAS No. 156 (“SFAS 156”), “Accounting for Servicing of Financial Assets -an amendment of FASB Statement No. 140,” which simplifies the accounting for servicing rights and reduces the volatility that results from the use of different measurement attributes for servicing rights and the related financial instruments used to economically hedge risks associated with those servicing rights. SFAS 156 clarifies when to separately account for servicing rights, requires separately recognized servicing rights to be initially measured at fair value, and provides the option to subsequently account for those servicing rights (by class) at either fair value or under the amortization method previously required under FASB Statement No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” SFAS 156 is effective for fiscal years beginning after September 15, 2006. TSFG will continue to amortize its current mortgage servicing asset as permitted by SFAS 156; consequently, adoption of this standard is not expected to have a significant impact on TSFG’s shareholders’ equity or results of operations.
Accounting for Certain Hybrid Financial Instruments
In February 2006, the FASB issued SFAS No. 155 (“SFAS 155”), “Accounting for Certain Hybrid Financial Instruments – an amendment of FASB Statements No. 133 and 140.” SFAS 155 permits an entity to measure at fair value any financial instrument that contains an embedded derivative that otherwise would require bifurcation. SFAS 155 is effective for fiscal years beginning after September 15, 2006. Adoption of this standard is not expected to have a significant impact on TSFG’s shareholders’ equity or results of operations.
8 THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
Note 2 - Supplemental Financial Information to Consolidated Statements of Income
The following presents the details for noninterest income and noninterest expense (in thousands):
9 THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
Note 3 – Accumulated Other Comprehensive (Loss) Income
The following summarizes accumulated other comprehensive (loss) income, net of tax (in thousands):
Note 4 – Gross Unrealized Losses on Investment Securities
Gross unrealized losses on investment securities and the fair value of the related securities, aggregated by investment category and length of time that individual securities have been in an unrealized loss position, were as follows (in thousands):
10 THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
At March 31, 2006, TSFG had 1,315 individual investments that were in an unrealized loss position. The unrealized losses on investments summarized above, except for equity investments, were attributable to increases in interest rates, rather than credit quality. Nearly all of these securities are rated AAA so the credit risk is minimal. TSFG believes it has the ability to hold its debt securities until a market price recovery or maturity, and therefore these investments are not considered impaired on an other-than-temporary basis.
At March 31, 2006, TSFG’s unrealized losses in its equity investments are not considered impaired on an other-than-temporary basis due to the lack of severity and duration of the impairments.
Note 5 – Derivative Financial Instruments and Hedging Activities
The fair value of TSFG’s derivative assets and liabilities and their related notional amounts (in thousands) is presented below.
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THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
As part of our mortgage activities, TSFG originates certain residential loans and commits these loans for sale. The commitments to originate residential loans (“rate locks”) and the forward sales commitments are freestanding derivative instruments and are generally funded within 90 days. The values of the rate locks and forward sale commitments are estimated based on indicative market prices being bid on similarly structured mortgage backed securities. At March 31, 2006, the gross fair value of the rate locks was a liability of $138,000. The gross fair value of forward sales commitments was an asset of $256,000 at March 31, 2006.
In the three months ended March 31, 2006 and 2005, noninterest income included losses of $1.1 million and $11.6 million, respectively, for trading and derivative activities. These losses include the change in fair value of derivatives which do not qualify for hedge accounting under SFAS 133, as well as the net cash settlement from these interest rate swaps. The first quarter 2006 losses also include $451,000 representing ineffectiveness of fair value hedges. There were no cash flow hedging gains or losses, as a result of hedge ineffectiveness, recognized for the three months ended March 31, 2006.
Note 6 – Commitments and Contingent Liabilities
Legal Proceedings
TSFG is currently subject to various legal proceedings and claims that have arisen in the ordinary course of its business. In the opinion of management based on consultation with external legal counsel, any reasonably foreseeable outcome of such current litigation would not be expected to materially affect TSFG's consolidated financial position or results of operations.
Recourse Reserve
As part of its acquisition of Florida Banks, Inc. (“Florida Banks”), TSFG acquired a recourse reserve associated with loans previously sold from Florida Banks’ wholesale mortgage operation. This recourse requires the repurchase of loans at par plus accrued interest from the buyer, upon the occurrence of certain events. At March 31, 2006, the estimated recourse reserve liability, included in other liabilities, totaled $6.1 million. TSFG will continue to evaluate the reserve level and may make adjustments through earnings as more information becomes known. There can be no guarantee that any liability or cost arising out of this matter will not exceed any established reserves.
12 THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
Note 7 – Share Information
The following is a summary of the basic and diluted average common shares outstanding and earnings per share calculations (in thousands, except share and per share data):
The following options were outstanding at the period end presented but were excluded from the calculation of diluted earnings per share because the exercise price was greater than the average market price of the common shares:
Note 8 – Stock Compensation Plans
TSFG has a Long-Term Incentive Plan (“2004 LTIP”), a restricted stock plan, and various stock option plans. These plans provide for grants of restricted stock, options to purchase TSFG’s $1 par value common stock, or other share-based awards. Restricted stock grants are expensed over the period the employee performs the related services, including the performance period (generally either the one-year or three-year period preceding the grant) and the vesting period (typically three or five years following the grant date). For performance-based restricted stock, TSFG estimates the degree to which performance conditions will be met to determine the number of shares which will vest and the related compensation expense prior to the vesting date. Compensation expense is adjusted in the period such estimates change. Income tax benefits related to stock compensation in excess of grant date fair value are recognized as an increase to surplus upon vesting and delivery of the stock. The compensation cost that has been charged against income for these plans was $1.0 million and $321,000, respectively, for the three months ended March 31, 2006 and 2005. The total income tax benefit recognized in the income statement for share-based compensation arrangements was $129,000 and $112,000, respectively, for the three months ended March 31, 2006 and 2005.
13 THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
Restricted Stock and Other Share-Based Awards
TSFG’s 2004 LTIP provides for incentive compensation in the form of stock options, restricted stock, performance units (which may be stock based), stock appreciation rights and other stock-based forms of director compensation. These grants may be made to directors, officers, employees, prospective employees, and consultants of TSFG. At March 31, 2006, authorized shares under the 2004 LTIP totaled 2 million shares, of which 1,622,628 shares were available to be granted. TSFG also has a Restricted Stock Plan for awards to certain key employees. At March 31, 2006, authorized shares under the Restricted Stock Plan totaled 875,000 shares, of which 184,003 shares were available to be granted.
During the first quarter of 2006, TSFG awarded 4,142 shares with a weighted-average fair value of $27.54 for director compensation under the 2004 LTIP. Directors’ fees associated with these grants totaled $114,000 in the first quarter of 2006. During the first quarter of 2005, TSFG awarded 3,328 shares with a weighted-average fair value of $32.20 for director compensation. Directors’ fees associated with these grants totaled $107,000 in the first quarter of 2005.
Shares of restricted stock granted to employees under both the 2004 LTIP and the Restricted Stock Plan are subject to restrictions as to continuous employment for a specified time period following the date of grant. During this period, the holder is entitled to full voting rights and dividends.
The following is a summary of the status of TSFG’s nonvested shares of restricted stock as of March 31, 2006 and changes during the three months ended March 31, 2006.
As of March 31, 2006, there was $1.1 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under restricted stock grants. At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was one year. The total fair value of shares vested during the three months ended March 31, 2006 and 2005 was $1.5 million and $2.1 million, respectively.
In addition, TSFG issues cash-settled stand alone stock appreciation rights under the 2004 LTIP. The strike price of each stock appreciation right equals the fair market value of TSFG's common stock on the date of grant. Stock appreciation rights issued to employees under this plan are typically exercisable on a cumulative basis for 20% of the shares on each of the first five anniversaries of the grant. The following is a summary of the stock appreciation rights activity under the LTIP for the three months ended March 31, 2006.
14 THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
Unrecognized stock-based compensation expense related to stock appreciation rights totaled $1.0 million at March 31, 2006. At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was 4.71 years.
Stock Option Plans
TSFG has a Stock Option Plan, a Directors' Stock Option Plan, a Fortune 50 Stock Option Plan, and option plans assumed in connection with acquisitions (collectively referred to as “stock-based option plans”). At March 31, 2006, authorized shares under the Stock Option Plan totaled 4.7 million shares. The exercise price of each option either equals or exceeds the fair market value of TSFG's Common Stock on the date of grant. Options issued to employees under the Stock Option Plan are typically exercisable on a cumulative basis for 20% of the shares on each of the first five anniversaries of the grant. Under the Directors' Stock Option Plan, TSFG may grant options to its non-employee directors and advisory board members. At March 31, 2006, authorized shares under the Directors’ Stock Option Plan totaled 650,000 shares. The exercise price of each director’s option equals the fair market value of TSFG's common stock on the date of grant. Options issued to directors under the Directors’ Stock Option Plan vest immediately on the grant date.
The fair value of TSFG’s stock options granted is estimated at the date of grant using the Black-Scholes option-pricing model. This model requires the input of highly subjective assumptions, changes to which can materially affect the fair value estimate. Additionally, there may be other factors that would otherwise have a significant effect on the value of employee stock options granted but are not considered by the model. Accordingly, while management believes that the Black-Scholes option-pricing model provides a reasonable estimate of fair value, the model does not necessarily provide the best single measure of fair value for TSFG’s employee stock options. Assumptions include, but are not limited to, TSFG’s expected price volatility over the term of the awards, which is based on historical volatility of TSFG’s common stock. The following is a summary of TSFG’s weighted-average assumptions used to estimate the weighted-average per share fair value of options granted on the date of grant using the Black-Scholes option-pricing model:
The following is a summary of the activity under the stock-based option plans for the three months ended March 31, 2006.
The total intrinsic value of options exercised during the three months ended March 31, 2006 and 2005 was $537,000 and $925,000, respectively. Unrecognized stock-based compensation expense related to stock options totaled $7.1 million at March 31, 2006. At such date, the weighted-average period over which this unrecognized expense is expected to be recognized was 3.15 years.
15 THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
Cash received from option exercise under all share-based payment arrangements for the three months ended March 31, 2006 and 2005 was $2.2 million and $5.2 million, respectively. The actual tax benefit realized for the tax deductions from option exercise of the share-based payment arrangements totaled $643,000 and $2.0 million, respectively, for the three months ended March 31, 2006 and 2005. TSFG has a policy of issuing new shares to satisfy share option exercises.
Note 9 – Business Segments
TSFG has two principal operating subsidiaries, Carolina First Bank and Mercantile Bank, which are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and assess performance. Both of these subsidiaries, by virtue of exceeding certain quantitative thresholds, are reportable segments. The reportable segments engage in general banking business focusing on commercial, consumer and mortgage lending to small and middle market businesses and consumers in their market areas. The reportable segments also provide demand transaction accounts and time deposit accounts to businesses and individuals. Carolina First Bank offers products and services primarily to customers in South Carolina, North Carolina and on the Internet. Mercantile Bank offers products and services primarily to customers in its market areas in Florida. Revenues for Carolina First Bank and Mercantile Bank are derived primarily from interest and fees on loans, interest on investment securities, service charges on deposits, wealth management income, and other customer related fees. No single customer accounts for a significant amount of the revenues of either reportable segment.
TSFG evaluates performance based on budget to actual comparisons and segment profits. The accounting policies of the reportable segments are the same as those described in Note 1 and in TSFG’s Annual Report on Form 10-K for the year ended December 31, 2005.
Segment information (in thousands) is shown in the table below. The “Other” column includes all other business activities that did not meet the quantitative thresholds and therefore are not shown as a reportable segment. Effective December 1, 2005, CF Technology Services Company, a wholly-owned subsidiary of TSFG, was merged into Carolina First Bank. Reclassifications have been made to the March 31, 2005 presentation in order to conform to the current presentation.
16 THE SOUTH FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
Note 10 – Subsequent Events
TSFG, through a newly-formed, unconsolidated subsidiary (South Financial Capital Trust 2006-I), issued $35.0 million of trust preferred securities to institutional investors on April 28, 2006. Dividends on these securities (payment of which is guaranteed by TSFG) are payable quarterly at a rate per annum equal to three-month LIBOR plus 1.56%. These securities must be redeemed on July 7, 2036, but may be redeemed in whole or in part after July 7, 2011 at par plus accrued interest. These trust preferred securities are eligible for inclusion in tier 1 capital. In connection with this transaction, TSFG contributed $1.1 million of capital and issued $36.1 million in unsecured subordinated notes due July 7, 2036 to this subsidiary. These notes have identical rates of interest and maturities as the trust preferred securities.
In the second quarter 2006, TSFG’s board of directors approved new LTIP awards for the period 2006 – 2008. This plan is in addition to the existing 2004 – 2006 LTIP plan, which awarded a 52.25% payout in 2004 and 0% in 2005, and is expected to pay 0% in 2006. A total of 273,100 restricted stock units were awarded under the new LTIP, and includes both service and performance-based awards. One-third of these shares represent service awards which will be expensed ratably over the three-year vesting period, assuming continued employment of the LTIP participant. The remaining two-thirds are performance-based awards and will vest based on achieving during 2006 – 2008 certain earnings per share targets relative to a broad regional bank peer group, and return on equity targets. The compensation expense related to the performance-based restricted stock units will be recognized ratably over the period from the date of assessment through December 31, 2008, based on the probability that the performance targets will be met. If the performance targets are not reached, the corresponding restricted stock units will be forfeited.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis are presented to assist in understanding the financial condition, changes in financial condition, results of operations, and cash flows of The South Financial Group, Inc. and its subsidiaries (collectively, "TSFG"), except where the context requires otherwise. TSFG may also be referred to herein as "we", "us", or "our.” This discussion should be read in conjunction with the consolidated financial statements appearing in this report as well as the Annual Report of TSFG on Form 10-K for the year ended December 31, 2005. Results of operations for the three months ended March 31, 2006 are not necessarily indicative of results that may be attained for any other period.
TSFG primarily operates through two wholly-owned subsidiary banks, Carolina First Bank and Mercantile Bank, which are collectively referred to as the “Subsidiary Banks.”
INDEX TO ITEM 2, MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Website Availability of Reports Filed with the Securities and Exchange Commission
All of TSFG’s electronic filings with the Securities and Exchange Commission (“SEC”), including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are made available at no cost on TSFG’s web site, www.thesouthgroup.com, through the Investor Relations link. TSFG’s SEC filings are also available through the SEC’s web site at www.sec.gov.
Forward-Looking Statements
This report contains certain forward-looking statements (as defined in the Private Securities Litigation Reform Act of 1995) to assist in the understanding of anticipated future operating and financial performance, growth opportunities, growth rates, and other similar forecasts and statements of expectations. These forward-looking statements may be identified by the use of such words as: “estimate”, “anticipate”, “expect”, “believe”, “intend”, “plan”, or words of similar meaning, or future or conditional verbs such as “may”, “intend”, “could”, “will”, or “should”. These forward-looking statements reflect current views, but are based on assumptions and are subject to risks, uncertainties, and other factors, which may cause actual results to differ materially from those in such statements. A variety of factors may affect the operations, performance, business strategy and results of TSFG including, but not limited to, the following:
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Such forward-looking statements speak only as of the date on which such statements are made and shall be deemed to be updated by any future filings made by TSFG with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made to reflect the occurrence of unanticipated events. In addition, certain statements in future filings by TSFG with the SEC, in press releases, and in oral and written statements made by or with the approval of TSFG, which are not statements of historical fact, constitute forward-looking statements.
Non-GAAP Financial Information
This report also contains financial information determined by methods other than in accordance with Generally Accepted Accounting Principles (“GAAP”). TSFG’s management uses these non-GAAP measures to analyze TSFG’s performance. In particular, TSFG presents certain designated net interest income amounts on a tax-equivalent basis (in accordance with common industry practice). TSFG also presents certain tax-equivalent net interest margin comparisons including the net cash settlements on certain interest rate swaps. Management believes that these presentations of tax-equivalent net interest income aid in the comparability of net interest income arising from both taxable and tax-exempt sources over the periods presented. TSFG also presents loan and deposit growth, excluding loans/deposits acquired net of dispositions (referred to herein as “organic growth”). In discussing its deposits, TSFG presents “customer deposits”, which are defined by TSFG as total deposits less brokered deposits. Wholesale borrowings include short-term and long-term borrowings and brokered deposits. These disclosures should not be viewed as a substitute for GAAP measures, and furthermore, TSFG’s non-GAAP measures may not necessarily be comparable to non-GAAP performance measures of other companies.
Overview
The South Financial Group is a financial holding company, headquartered in Greenville, South Carolina, with $14.4 billion in total assets and 172 branch offices in South Carolina, Florida, and North Carolina at March 31, 2006. Founded in 1986, TSFG focuses on fast-growing banking markets in the Southeast and concentrates its growth in metropolitan statistical areas. TSFG operates primarily through two subsidiary banks:
At March 31, 2006, approximately 48% of TSFG’s customer deposits (total deposits less brokered deposits) were in South Carolina, 39% were in Florida, and 13% were in North Carolina.
TSFG uses a super-community bank strategy, serving small and middle market businesses and retail customers. As a super-community bank, TSFG combines personalized customer service and local decision-making, typical of community banks, with a full range of financial services normally found at larger regional institutions.
During 2005, TSFG continued to expand in its Southeastern markets. In May 2005, TSFG acquired Pointe Financial Corporation (“Pointe”), headquartered in Boca Raton, Florida, which had approximately $432 million in assets.
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In addition, company-wide in 2005, TSFG acquired three Florida-based insurance/financial planning agencies, opened ten de novo branches, and closed two branches.
TSFG reported net income of $27.8 million, or $0.37 per diluted share, for first quarter 2006, compared with $22.4 million, or $0.31 per diluted share, for first quarter 2005. Net income for first quarter 2005 included a $17.2 million loss for the decline in fair value of interest rate swaps. Average diluted shares outstanding increased 3.2%, principally as a result of the May 2005 acquisition of Pointe.
During the past year, in response to the flattening yield curve and lower profitability of investment securities, TSFG reduced its level of investment securities and wholesale borrowings. TSFG took these actions in an effort to reduce interest rate and capital risk. Investment securities declined 37.1% from a year earlier to $3.0 billion at March 31, 2006, and wholesale borrowings decreased 22.8% to $4.9 billion at March 31, 2006. At March 31, 2006, TSFG’s securities-to-total assets ratio declined to 21.2% of total assets, down from 32.9% at March 31, 2005. TSFG’s ratio of wholesale borrowings to total assets declined to 34.0% at March 31, 2006, down from 43.0% at March 31, 2005. These actions reflect TSFG’s focus on improving its balance sheet mix by increasing the relative level and mix of customer assets and liabilities.
Using period-end balances, TSFG’s loans held for investment at March 31, 2006 increased 15.7% (12.0% excluding the impact of loans acquired through the acquisition of Pointe) from a year ago, and customer deposit balances grew 14.0% (9.2% excluding the acquisition of Pointe). Comparing March 31, 2006 versus December 31, 2005, TSFG’s period-end loan growth totaled 12.1% linked-quarter annualized while its customer deposits declined 6.1% linked-quarter annualized. The decline in customer deposits was largely due to decreased levels of certificates of deposit, which TSFG generally elected not to price aggressively. In the first quarter of 2006, TSFG heightened its focus on its lowest-cost deposits, which increased modestly based on period-end balances.
Tax-equivalent net interest income was $104.7 million for first quarter 2006, a $5.1 million increase over $99.6 million for first quarter 2005, reflecting solid loan growth and a higher net interest margin. While average earning assets declined slightly, the earning asset mix improved with a 16.3% increase in average loans and a 30.6% decline in average securities. The net interest margin increased to 3.31% for first quarter 2006 from 3.13% for first quarter 2005. First quarter 2005 tax-equivalent net interest income excluded $4.7 million for the net cash settlement of interest rate swaps that did not meet the criteria for hedge accounting treatment. (Instead, the net cash settlement for these interest rate swaps was recorded in noninterest income, reducing net interest income and increasing noninterest income.) If the impact of these net cash settlements were included in the net interest margin, the tax-equivalent net interest margin would have totaled 3.28% for first quarter 2005.
Noninterest income increased to $29.3 million for first quarter 2006 from $13.3 million for first quarter 2005. Noninterest income for first quarter 2005 included a loss of $17.2 million for the change in fair value of interest rate swaps and income of $4.7 million for the net cash settlement of interest rate swaps that did not meet the criteria for hedge accounting treatment. Noninterest income reflected double-digit growth for TSFG’s fee-based businesses, including merchant, mortgage, treasury services, and wealth management. In 2005, TSFG made incremental investments in the leadership, products, and sales of these fee-based lines of businesses. Noninterest income for first quarter 2006 included a $1.1 million loss on trading and certain other derivative activities, compared with a $904,000 gain for first quarter 2005.
Noninterest expenses totaled $79.8 million for first quarter 2006, compared to $66.5 million for first quarter 2005, an increase of 20.0%. Salaries and wages and employee benefits, which account for 50.7% of the total noninterest expenses for first quarter 2006, increased 20.4% to $40.5 million. The increase in noninterest expenses included the Pointe and insurance company acquisitions, the addition of new branch locations, higher incentives and commissions relating to fee-based businesses, additional stock-based compensation expense from the adoption of Statement of Financial Accounting Standards No. 123R (“SFAS 123R”), “Share-Based Payment,” and higher professional fees.
Nonperforming asset and charge-off ratios continued to improve in first quarter 2006. At March 31, 2006, nonperforming assets as a percentage of loans held for investment and foreclosed property declined to 0.46% from 0.58% at March 31, 2005. Annualized first quarter 2006 net loan charge-offs improved to 0.29% of average loans held for investment from 0.45% for first quarter 2005. TSFG’s provision for credit losses decreased to $9.9 million for first quarter 2006 from $11.0 million for first quarter 2005, primarily as a result of lower net loan charge-offs and improved credit quality measures. The allowance for loan loss coverage of nonperforming loans at March 31, 2006 totaled 3.11 times, compared with 2.48 times a year earlier.
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TSFG’s tangible equity to tangible asset ratio totaled 5.80% at March 31, 2006, up from 5.34% at March 31, 2005. At March 31, 2006, the after-tax net unrealized loss on available for sale securities totaled $66.1 million, comparable to the $66.8 million at March 31, 2005.
Critical Accounting Policies and Estimates
TSFG's accounting policies are in accordance with accounting principles generally accepted in the United States and with general practice within the banking industry. TSFG makes a number of judgmental estimates and assumptions relating to reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the Consolidated Financial Statements and the reported amounts of revenues and expenses during periods presented. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses and reserve for unfunded lending commitments, the accounting for derivatives and other hedging activities, the fair value of certain financial instruments (securities, derivatives, and privately held investments), income tax assets or liabilities, and accounting for acquisitions, including the fair value determinations, the analysis of goodwill impairment and the analysis of valuation allowances in the initial accounting of loans acquired. To a lesser extent, significant estimates are also associated with the determination of contingent liabilities, stock-based and discretionary compensation, and other employee benefit agreements. Different assumptions in the application of these policies could result in material changes in TSFG’s Consolidated Financial Statements. Accordingly, as this information changes, the Consolidated Financial Statements could reflect the use of different estimates, assumptions, and judgments. Certain determinations inherently have a greater reliance on the use of estimates, assumptions, and judgments, and as such have a greater possibility of producing results that could be materially different than originally reported. TSFG has procedures and processes in place to facilitate making these judgments.
For additional information regarding critical accounting policies, refer to the Annual Report of TSFG on Form 10-K for the year ended December 31, 2005, specifically Item 8, Note 1 – Summary of Significant Accounting Policies in the notes to the Consolidated Financial Statements and the section captioned “Critical Accounting Policies and Estimates” in Management’s Discussion and Analysis of Financial Condition and Results of Operations. As more fully discussed in Note 1 – General and Note 8 – Stock Compensation Plans in the accompanying notes to the Consolidated Financial Statements included in this report, TSFG changed its method of accounting for stock options in connection with the adoption of a new accounting standard which eliminated the ability to account for stock-based compensation using the intrinsic value method of Accounting Principles Board (“APB”) Opinion 25, “Accounting for Stock Issued to Employees,” (“APB Opinion 25”) and requires such transactions to be recognized in the income statement based on their fair values at the date of grant.
Expanded Corporate Facilities
On March 17, 2006, TSFG acquired approximately 68 acres of land in Greenville County, South Carolina for a purchase price of $10.4 million for the purpose of developing a corporate campus to consolidate existing office space and to meet TSFG’s future employment needs. The expected cost of this project is approximately $100 million, less certain tax incentives awarded by the state, city, and county governments, which will be effective assuming that $100 million is invested and 600 new jobs are created by December 31, 2011. Construction is expected to commence in the near term and to be substantially completed by December 31, 2008.
Acquisitions
No acquisitions were completed during the first three months of 2006.
Balance Sheet Review
Loans
TSFG focuses its lending activities on small and middle market businesses and individuals in its geographic markets. At March 31, 2006, outstanding loans totaled $9.7 billion, which equaled 106% of total deposits and 68% of total assets. The major components of the loan portfolio were commercial loans, commercial real estate loans, consumer loans (including both direct and indirect loans), and one-to-four family residential mortgage loans. Substantially all loans were to borrowers located in TSFG’s market areas in South Carolina, Florida, and North Carolina. At March 31, 2006, approximately 7% of the portfolio was unsecured.
Loans held for investment increased $1.3 billion, or 15.7%, to $9.7 billion at March 31, 2006 from $8.4 billion at March 31, 2005. This increase included $311.6 million in net acquired loans held for investment from the acquisition of Pointe. Excluding net acquired loans held for investment of $311.6 million, organic loan growth for the period from
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March 31, 2005 to March 31, 2006 was 12.0% (based on period-end balances). Organic loan growth was concentrated primarily in commercial loans.
As part of its portfolio and balance sheet management strategies to reduce exposure to areas of perceived higher risk, TSFG reviews its loans held for investment and determines whether its intent for specific loans or classes of loans has changed. If management changes its intent from held for investment to held for sale, the loans are transferred to the held for sale portfolio and recorded at the lower of cost basis or fair value.
TSFG generally sells a majority of its residential mortgage loans in the secondary market. TSFG also retains certain of its mortgage loans, based on predetermined criteria, in its held for investment portfolio as part of its overall balance sheet management strategy. Loans held for sale decreased to $23.5 million at March 31, 2006 from $37.2 million at December 31, 2005 and $24.0 million at March 31, 2005, primarily related to loan volume and timing of loan sales.
Table 1 summarizes outstanding loans by collateral type for real estate secured loans and by borrower type for all other loans. Collateral type represents the underlying assets securing the loan, rather than the purpose of the loan.
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Table 2 provides a stratification of the loan portfolio by loan purpose. This presentation differs from that in Table 1, which stratifies the portfolio by collateral type and borrower type. Certain prior period amounts have been reclassified to conform to current period presentation.
Commercial and industrial loans are loans to finance short-term and intermediate-term cash needs of businesses. Typical needs include the need to finance seasonal or other temporary cash flow imbalances, growth in working assets created by sales growth, and purchases of equipment and vehicles. Credit is extended in the form of short-term single payment loans, lines of credit for periods up to a year, revolving credit facilities for periods up to five years, and amortizing term loans for periods up to ten years.
Owner - occupied real estate loans are loans to finance the purchase or expansion of operating facilities used by businesses not engaged in the real estate business. Typical loans are loans to finance offices, manufacturing plants, warehouse facilities, and retail shops. Depending on the property type and the borrower’s cash flows, amortization terms vary from ten years up to 20 years. Although secured by mortgages on the properties financed, these loans are underwritten based on the cash flows generated by operations of the businesses they house.
Commercial real estate loans are loans to finance real properties that are acquired, developed, or constructed for sale or lease to parties unrelated to the borrower. Included are loans to acquire land for development, land development loans, construction loans, mini-perms for cash flow stabilization periods, and permanent loans in situations where access to the secondary market is limited due to loan size.
Indirect - sales finance loans are loans to individuals to finance the purchase of motor vehicles. They are closed at the auto dealership but approved in advance by TSFG for immediate purchase. Loans are extended on new and used motor vehicles with terms varying from two years to six years.
Other consumer loans are loans to individuals to finance personal, family, or household needs, and also include residential mortgages. Typical loans are loans to finance auto purchases, home repairs and additions, and home purchases. TSFG generally sells a majority of its residential mortgage loans in the secondary market. TSFG also retains certain of its mortgage loans, based on predeterminted criteria, in its held for investment portfolio as part of its overall balance sheet management strategy.
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Home equity loans are loans to homeowners, secured primarily by junior mortgages on their primary residences, to finance personal, family, or household needs. These loans may be in the form of amortizing loans or lines of credit with terms up to 15 years.
The portfolio’s most significant concentration is in commercial real estate loans. Real estate development and construction are major components of the economic activity that occurs in TSFG’s markets. By product type, commercial construction and development loans, the largest component of commercial real estate loans, represent 36.2% of the total commercial real estate loans at March 31, 2006, up from 35.9% at December 31, 2005. The risk attributable to the concentration in commercial real estate loans is managed by focusing our lending on markets with which we are familiar and on borrowers with proven track records whom we believe possess the financial means to weather adverse market conditions. Consequently, although the analysis of reserve adequacy includes an adjustment to account for the risk inherent in this concentration, management believes the loss potential in its commercial real estate loans is not materially greater than that of any other segment of the portfolio.
In addition, management believes that diversification by geography, property type, and borrower partially mitigates the risk of loss in its commercial real estate loan portfolio. Table 3 sorts the commercial real estate portfolio by geography and property type.
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Portfolio risk is also managed by maintaining a “house” lending limit at a level significantly lower than the legal lending limit of both Carolina First Bank and Mercantile Bank and by requiring Board of Director approval to exceed this house limit. At March 31, 2006, TSFG’s house lending limit was $35 million, and three credit relationships totaling $126.2 million were in excess of the limit. The 19 largest credit relationships have an aggregate outstanding principal balance of $290.7 million, or 3.0% of total loans held for investment at March 31, 2006, up from 2.9% of total loans held for investment at March 31, 2005.
TSFG participates in “shared national credits” (multi-bank credit facilities of $20 million or more), primarily to borrowers who are headquartered or conduct business in or near our markets. At March 31, 2006, the loan portfolio included commitments totaling $669.9 million in shared national credits. Outstanding borrowings under these commitments totaled $237.3 million at March 31, 2006, increasing from $222.7 million at December 31, 2005.
Going forward, TSFG plans to proactively evaluate its earning asset categories to determine their profitability versus certain internal hurdle rates and evaluate alternate funding sources such as loan securitizations, loan sales, and/or other ongoing sale programs.
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Credit Quality
A willingness to take credit risk is inherent in the decision to grant credit. Prudent risk-taking requires a credit risk management system based on sound policies and control processes that ensure compliance with those policies. TSFG’s credit risk management system is defined by policies approved by the Board of Directors that govern the risk underwriting, portfolio monitoring, and problem loan administration processes. Adherence to underwriting standards is managed through a multi-layered credit approval process and after-the-fact review by credit risk management of loans approved by lenders. Through daily review by credit risk managers, monthly reviews of exception reports, and ongoing analysis of asset quality trends, compliance with underwriting and loan monitoring policies is closely supervised. The administration of problem loans is driven by policies that require written plans for resolution and quarterly meetings with credit risk management to review progress. Credit risk management activities are monitored by Credit Committees of each banking subsidiary’s Board of Directors, which meet monthly to review credit quality trends, new large credits, loans to insiders, large problem credits, credit policy changes, and reports on independent credit audits of branch offices.
Table 4 presents our credit quality indicators.
TSFG’s nonperforming assets as a percentage of loans held for investment and foreclosed property at March 31, 2006 improved from March 31, 2005 and December 31, 2005, primarily due to loan growth without a corresponding increase in nonperforming assets.
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Table 5 summarizes information on impaired loans, all of which are in nonaccrual status. All impaired loans are commercial loans. There was no recognized interest income on impaired loans.
Allowance for Loan Losses and Reserve for Unfunded Lending Commitments
The allowance for loan losses represents management’s estimate of probable incurred losses inherent in the lending portfolio. The adequacy of the allowance for loan losses (the “Allowance”) is analyzed quarterly. For purposes of this analysis, adequacy is defined as a level sufficient to absorb probable incurred losses in the portfolio as of the balance sheet date presented. The methodology employed for this analysis is as follows.
The portfolio is segregated into risk-similar segments for which historical loss ratios are calculated and adjusted for identified changes in current portfolio characteristics. Historical loss ratios are calculated by product type for consumer loans (direct installment, indirect installment, revolving, and mortgage) and by credit risk grade for performing commercial loans. Nonperforming commercial loans are reviewed for impairment and impairment is measured in accordance with SFAS No. 114, “Accounting by Creditors for Impairment of a Loan, an amendment of FASB Statements No. 5 and 15” (“SFAS 114”), and assigned specific allocations. To allow for modeling margin for imprecision, a range of probable loss ratios (from 95% to 105% of the adjusted historical loss ratio) is then derived for each segment. The resulting percentages are then applied to the dollar amounts of loans in each segment to arrive at each segment's range of probable loss levels.
The Allowance for each portfolio segment is set at an amount within its range that reflects management's best judgment of the extent to which historical loss levels are more or less accurate indicators of current losses in the portfolio. Management's judgments evolve from an assessment of various issues, including but not limited to the pace of loan growth, emerging portfolio concentrations, risk management system changes, entry into new markets, new product offerings, loans acquired from acquisitions, loan portfolio quality trends, and uncertainty in current economic and business conditions.
The Allowance is then segregated into allocated and unallocated components. The allocated component is the sum of the loss estimates at the lower end of the probable loss range for each category. The unallocated component is the sum of the amounts by which final loss estimates exceed the lower end estimates for each category. The unallocated component of the Allowance represents probable incurred losses inherent in the portfolio based on our analysis that are not fully captured in the allocated component. Allocation of the Allowance to respective loan portfolio components is not necessarily indicative of future losses or future allocations. The entire Allowance is available to absorb incurred losses in the loan portfolio.
Assessing the adequacy of the Allowance is a process that requires considerable judgment. Management's judgments are based on numerous assumptions about current events, which we believe to be reasonable, but which may or may not be valid. Thus, there can be no assurance that loan losses in future periods will not exceed the current Allowance amount or that future increases in the Allowance will not be required. No assurance can be given that management's ongoing evaluation of the loan portfolio in light of changing economic conditions and other relevant circumstances will not require significant future additions to the Allowance, thus adversely affecting the operating results of TSFG.
The Allowance is also subject to examination and adequacy testing by regulatory agencies, which may consider such factors as the methodology used to determine adequacy and the size of the Allowance relative to that of peer institutions, and other adequacy tests. In addition, such regulatory agencies could require us to adjust our Allowance based on information available to them at the time of their examination.
Table 6 summarizes the changes in the Allowance and provides certain ratios related to the Allowance.
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Securities
TSFG uses the investment securities portfolio for several purposes. It serves as a vehicle to manage interest rate and prepayment risk, to generate interest and dividend income from the investment of funds, to provide liquidity to meet funding requirements, and to provide collateral for pledges on public deposits and securities sold under repurchase agreements. Table 7 shows the carrying values of the investment securities portfolio.
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Securities (i.e., trading securities, securities available for sale, and securities held to maturity) excluding the unrealized loss on securities available for sale averaged $3.2 billion in the first three months of 2006, 30.6% below the average for the corresponding period in 2005 of $4.6 billion. Since March 31, 2005, TSFG reduced its securities in an effort to lower its interest rate risk in a rising rate and flattening yield curve environment and to reduce its reliance on wholesale borrowings. The average tax-equivalent portfolio yield increased for the three months ended March 31, 2006 to 4.80% from 4.41% in the first three months of 2005. The securities yield increased partially due to the balance sheet repositioning mentioned above which reduced lower yielding securities held in TSFG’s portfolio, compared with the first quarter 2005.
TSFG strives to provide adequate flexibility to proactively manage cash flow as market conditions change. Cash flow may be used to pay-off borrowings, to fund loan growth, or to reinvest in securities at then current market rates.
The expected duration of the debt securities portfolio increased to approximately 4.3 years at March 31, 2006 from approximately 3.8 years at December 31, 2005 and approximately 3.9 years at March 31, 2005. If interest rates continue to rise, the duration of the debt securities portfolio may extend.
The available for sale portfolio constituted 98.1% of total securities at March 31, 2006. Management believes that maintaining most of its securities in the available for sale category provides greater flexibility in the management of the
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overall investment portfolio. Nearly all of these securities are rated AAA so the credit risk is minimal. Approximately 72% of MBS are collateralized mortgage obligations (“CMOs”) with a total expected duration of 5.5 years. At March 31, 2006, approximately 20% of the MBS portfolio was variable rate or hybrid variable rate, where the rate adjusts on an annual basis after a specified fixed rate period, generally ranging from three to ten years. Many of these adjustable rate MBS are still in the fixed rate period, and are therefore anticipated to behave more like a fixed rate instrument over the next twelve months or more.
Changes in interest rates and related prepayment activity impact yields and fair values of TSFG’s securities, specifically MBS. Based on the current investment portfolio composition, in a rising interest rate environment, related prepayment activity should decrease.
The net unrealized loss on securities available for sale (pre-tax) totaled $105.1 million at March 31, 2006, compared with a $73.6 million loss at December 31, 2005. This increase in unrealized loss was primarily due to increases in long-term interest rates in the first three months of 2006 and was spread throughout the portfolio with the most significant being MBS, which increased $18.0 million. If interest rates increase, TSFG expects its net unrealized loss on securities available for sale to increase. See Item 1, Note 4 to the Consolidated Financial Statements for information about TSFG’s securities in unrealized loss positions.
Community Bank Stocks. At March 31, 2006, TSFG had equity investments in nine community banks located in the Southeast with a cost basis of $8.1 million and a market value of $10.6 million. In each case, TSFG owns less than 5% of the community bank's outstanding common stock. TSFG made these investments to develop correspondent banking relationships and to promote community banking in the Southeast. These investments in community banks are included in securities available for sale.
Intangible Assets
Intangible assets totaled $691.3 million at March 31, 2006, up from $611.9 million at March 31, 2005, principally due to the Pointe acquisition.
Derivative Financial Instruments
Derivative financial instruments used by TSFG may include interest rate swaps, caps, collars, floors, options, futures and forward contracts. Derivative contracts are primarily used to hedge identified on-balance sheet risks and also to provide risk-management products to customers. TSFG has derivatives that qualify for hedge accounting under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), trading derivatives, derivatives that do not qualify for hedge accounting under SFAS 133 but otherwise achieve economic hedging goals (“economic hedges”), and customer hedging programs. Table 8 shows the fair value of TSFG’s derivative assets and liabilities (which are included in other assets and other liabilities, respectively, in the Consolidated Financial Statements) and their related notional amounts. TSFG’s trading derivatives, economic hedges, and customer hedging programs are included in Other Derivatives in Table 8.
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Customer Hedging Programs. TSFG offers programs that permit its customers to hedge various risks, including fluctuations in interest rates and foreign exchange rates. Through these programs, derivative contracts are executed between the customers and TSFG. Offsetting contracts are executed between TSFG and selected third parties to hedge the risk created through the customer contracts. The third party interest rate contracts are identical to the customer contracts, except for a fixed pricing spread or a fee paid to TSFG as compensation for administrative costs, credit risk and profit. As a result, the change in fair value of the customer contracts will generally be offset by the change in fair value of the related third-party contracts. These customer contracts generally take the form of interest rate swaps to hedge fixed rate loans made by TSFG to the customer and foreign exchange forward contracts to manage currency risk associated with non-dollar denominated transactions.
All derivative contracts associated with these programs are carried at fair value and are not considered hedges under SFAS 133.
Fair Value Hedges. TSFG enters into interest rate swaps to effectively convert its fixed rate brokered CDs to floating rates. The interest rate swaps are structured such that the notional amount, termination date, fixed rate and other relevant terms match those of the brokered CD it is hedging. These interest rate swaps are designated as fair value hedges under SFAS 133 using the “long-haul” method. Amortization of the prepaid fees on the brokered CDs, included in interest expense, was $577,000 and $941,000 for the quarters ended March 31, 2006 and 2005, respectively.
TSFG has entered into interest rate swaps relating to certain indexed CD products, including equity-linked CDs and inflation-indexed CDs. These interest rate swaps are designated as fair value hedges under SFAS 133 using the “long-haul” method.
In the first quarter of 2006, noninterest income includes $451,000 of losses representing ineffectiveness of fair value hedges.
Cash Flow Hedges. TSFG uses interest rate swaps to hedge the repricing characteristics of certain floating rate assets and liabilities. The initial assessment of expected hedge effectiveness and the ongoing periodic measures of hedge ineffectiveness are based on the expected change in cash flows of the hedged item caused by changes in either the benchmark interest rate or overall cash flows, depending on the specific hedge relationship. TSFG has entered into pay-fixed interest rate swaps to convert a portion of its variable rate structured repurchase agreement portfolio and FHLB advances to fixed rates. In addition, TSFG has entered into receive-fixed interest rate swaps to hedge the forecasted interest income from prime-based commercial loans through 2008 and expects to enter into additional interest rate swaps on its prime-based commercial loans. There were no cash flow hedging gains or losses, as a result of hedge ineffectiveness, recognized for the quarter ended March 31, 2006.
Trading. From time to time, TSFG enters into derivative financial contracts that are not designed to hedge specific transactions or identified assets or liabilities and therefore do not qualify for hedge accounting, but are rather part of the Company’s overall risk management strategy. Such contracts include interest rate futures, option contracts on certain U.S. agency debt securities, and certain other interest rate swaps that are
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not designated as hedges. The futures contracts are exchange-traded, while the option contracts are over-the-counter instruments with money center and super-regional financial institution counterparties. These contracts are marked to market through earnings each period and are generally short-term in nature. At March 31, 2006 there were no such contracts outstanding.
Mortgage Loan Commitments and Forward Sales Commitments. As part of its mortgage lending activities, TSFG originates certain residential loans and commits these loans for sale. The commitments to originate residential loans (“rate locks’) and the sales commitments are freestanding derivative instruments and are generally funded within 90 days. During 2005, TSFG expanded its strategy to include selling mortgage loans on a pooled basis in addition to individual loan sales. As a result, the amount of time between origination date and sale date has increased, which has increased the amount of interest rate risk associated with these loans. The value of the rate locks (and of the forward sale commitments mentioned below) is estimated based on indicative market prices being bid on similarly structured mortgage backed securities. At March 31, 2006, the gross fair value of the rate locks was a liability of $138,000.
The Company enters into forward sales commitments of closed mortgage loans to third parties at a specified price. The forward sales commitments are entered into to economically hedge the change in fair value of the underlying mortgage loans. The change in the value of the forward sales commitments is recognized through current period earnings. The loans are accounted for on the basis of the lower of cost or market guidelines. Fair value hedging gains or losses related to the forward sales commitments were not material for the quarter ended March 31, 2006. The gross fair value of forward sales commitments was an asset of $256,000 at March 31, 2006.
Credit Risk of Derivative Financial Instruments. Entering into derivative financial contracts creates credit risk for potential amounts contractually due to TSFG from the derivative counterparties. Derivative credit risk is generally measured as the net replacement cost to TSFG in the event that a counterparty to a contract in a gain position to TSFG completely fails to perform under the terms of the contract. Derivative credit risk related to existing bank customers (in the case of “customer loan swaps” and foreign exchange contracts) is monitored through existing credit policies and procedures. The effects of changes in interest rates or foreign exchange rates are evaluated across a range of possible options to limit the maximum exposures to individual customers. Customer loan swaps are generally cross-collateralized with the related loan. In addition, customers may also be required to provide margin collateral to further limit TSFG’s derivative credit risk.
Counterparty credit risk with other derivative counterparties (generally money-center and super-regional financial institutions) is evaluated through existing policies and procedures. This evaluation considers the total relationship between TSFG and each of the counterparties. Individual limits are established by management and approved by the credit department. Margin collateral in the form of cash or marketable securities is required if the exposure between TSFG and any counterparty exceeds established limits. Based on declines in the counterparties' credit rating, these limits are reduced and additional margin collateral is required.
A deterioration of the credit standing of one or more of the counterparties to these contracts may result in the related hedging relationships being deemed ineffective or in TSFG not achieving its desired economic hedging outcome. This could occur if the credit standing of the counterparty deteriorated such that either the fair value of underlying collateral no longer supported the contract or the counterparty's ability to provide margin collateral was impaired.
Deposits
Deposits remain TSFG's primary source of funds. Average customer deposits provided funding for 60.4% of average earning assets in the first three months of 2006 and 51.5% in the first three months of 2005. Carolina First Bank and Mercantile Bank face strong competition from other banking and financial services companies in gathering deposits. TSFG has developed other sources, such as brokered CDs, FHLB advances, short-term borrowings, and long-term structured repurchase agreements, to fund a portion of loan demand and, if appropriate, any increases in investment securities.
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Table 9 shows the breakdown of total deposits by type of deposit and the respective percentage of total deposits.
At March 31, 2006, customer deposits were up $954.5 million from March 31, 2005. Approximately 34% of this increase was attributable to $328.6 million in net acquired deposits from Pointe. Excluding net acquired deposits, organic growth in customer deposits totaled 9.2%. TSFG’s total deposit growth was not concentrated in any particular market.
TSFG uses brokered deposits as an alternative funding source while continuing its efforts to maintain and grow its local customer deposit base. Although brokered deposits decreased as a percentage of total deposits since March 31, 2005, these balances increased as a percentage of total deposits since December 31, 2005 as TSFG elected to focus on lower-cost deposit categories (as opposed to time deposits) in the first quarter of 2006 and thus used brokered deposits and other wholesale borrowings to help fund loan growth and declines in other customer deposit categories.
Table 12 in “Earnings Review - Net Interest Income” details average balances for the deposit portfolio for the three months ended March 31, 2006 and 2005. Comparing the three months ending March 31, 2006 and 2005, average money market deposits decreased $497.7 million, or 18.3%, while average interest-bearing checking deposits increased $235.3 million, or 28.4% and average noninterest-bearing deposits increased $275.1 million, or 22.4%. For the same period, average time deposits, excluding average brokered deposits, increased $1.1 billion, or 65.5%, and average brokered deposits increased $48.9 million, or 3.7%.
As part of its overall funding strategy, TSFG expects to continue its focus on growing low-cost customer deposits. TSFG attempts to enhance its deposit mix by working to attract lower-cost transaction accounts. TSFG’s customer-centered sales process, Elevate, and deposit campaigns are expected to play an integral part in achieving this longer-term goal. Despite this focus, growth in time deposits outpaced the growth in transaction accounts since March 31, 2005, in response to increased customer demand for CDs. However, noninterest-bearing deposit growth increased at a 19.1% rate (based on period-end balances) since March 31, 2005, and increased at a 10.3% organic growth rate (which excludes the noninterest-bearing deposits acquired from Pointe). Deposit pricing is very competitive, and we expect this pricing environment to continue.
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Time deposits of $100,000 or more are generally from customers within our local markets and include public deposits. Since the first quarter of 2005, time deposits of $100,000 or more increased $447.3 million, or 53.4%, to $1.3 billion. This increase included $67.9 million in public deposits. Since December 31, 2005, time deposits of $100,000 or more decreased $110.2 million, as TSFG generally elected not to price its certificates of deposit aggressively during the first quarter of 2006, instead focusing on its lowest–cost deposits. TSFG utilizes these deposits to provide long-term fixed rate funding for the company at a price that is favorable relative to expected changes in the yield curve.
Borrowed Funds
Table 10 shows the breakdown of total borrowings by type.
TSFG uses both short-term and long-term borrowings to fund growth of earning assets in excess of deposit growth. In the first three months of 2006, average borrowings totaled $3.6 billion, compared with $4.8 billion for the same period in 2005. This decrease was primarily attributable to the balance sheet repositioning in late 2005, which reduced investment securities and wholesale borrowings. TSFG has and may continue to enter into derivative contracts to hedge interest rate risk related to borrowings.
Federal funds purchased and repurchase agreements are used to satisfy daily funding needs, and reflect lower balances when compared to March 31, 2005 due to the balance sheet repositioning mentioned above. The increases in the short-term balances since December 31, 2005 were used to supplement loan growth due to TSFG’s decision to focus on lower-cost deposit categories and accept lower time deposit growth. Balances in these accounts can fluctuate on a day-to-day basis.
FHLB advances are a source of funding that TSFG uses depending on the current level of deposits, its ability to raise deposits through market promotions, the Subsidiary Banks' unused FHLB borrowing capacity, and the availability of collateral to secure FHLB borrowings.
34
Capital Resources and Dividends
Total shareholders' equity totaled $1.5 billion, or 10.3% of total assets, at March 31, 2006, compared with $1.4 billion, or 9.3% of total assets, at March 31, 2005. At December 31, 2005, total shareholders’ equity was $1.5 billion, or 10.4% of total assets. The increase in shareholders’ equity since March 31, 2005 was primarily from the issuance of common stock for the Pointe acquisition, as well as the retention of earnings. Cash dividends paid and the increase in unrealized loss in the available for sale investment portfolio partially offset these increases. Although TSFG has approximately 1.3 million shares remaining under its stock repurchase authorization, the Company has not repurchased any shares since 2003, except in connection with exercise of stock options or vesting of restricted stock.
TSFG’s unrealized loss on securities available for sale, net of income tax, which is included in accumulated other comprehensive loss, was $66.1 million at March 31, 2006, compared with $46.4 million at December 31, 2005 and $66.8 million at March 31, 2005. For discussion on the primary reasons for the unrealized decline in the market value of securities available for sale since December 31, 2005, see “Securities.”
Book value per share at March 31, 2006 and 2005 was $19.81 and $19.01, respectively. Tangible book value per share at March 31, 2006 and 2005 was $10.58 and $10.48, respectively. Tangible book value was below book value as a result of the purchase premiums associated with acquisitions of entities and assets accounted for as purchases.
TSFG is subject to the risk-based capital guidelines administered by bank regulatory agencies. The guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets. Under these guidelines, assets and certain off-balance sheet items are assigned to broad risk categories, each with appropriate weights. The resulting capital ratios represent capital as a percentage of total risk-weighted assets and certain off-balance sheet items. TSFG and its Subsidiary Banks exceeded the well-capitalized regulatory requirements at March 31, 2006. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary actions by regulators, that, if undertaken, could have a direct material effect on our Consolidated Financial Statements.
Table 11 sets forth various capital ratios for TSFG and its Subsidiary Banks. Under current regulatory guidelines, debt associated with trust preferred securities qualifies for tier 1 capital treatment. At March 31, 2006, trust preferred securities included in tier 1 capital totaled $135.5 million.
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